Text

Financial Assurance Requirements for Decommissioning Nuclear Power Reactors
	ML070860482
Person / Time
Site:	Hatch
Issue date:	03/26/2007
From:	George B; Southern Nuclear Operating Co
To:	; Document Control Desk, NRC/NRR/ADRO
References
	NL-07-0679
	Download: ML070860482 (91)
	v • d • e

Southern Nuclear Operating Company, Inc.

Post Off ice Box 1295 Birmingham, Alabama 35201-1295 SOUTHERN& \

COMPANY March 26, 2007 Energy to Serve Your WorldsM Docket Nos.: 50-32 1 50-366 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D. C. 20555-0001 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(fl(l))

Ladies and Gentlemen:

Pursuant to 10 CFR 50.75(f)(1), each power reactor licensee is required to report to the NRC the status of its decommissioning funding for each reactor or part of each reactor it owns on a calendar year basis, beginning on March 3 1, 1999, and every two years thereafter. Southern Nuclear Operating Company (Southern Nuclear) holds operating licenses DPR-7 and NPF-5 for the Edwin I. Hatch Nuclear Plant. On behalf of the licensed owners of the Edwin I. Hatch Nuclear Plant (Georgia Power Company, Oglethorpe Power Corporation, the Municipal Electric Authority of Georgia, and the City of Dalton, Georgia), Southern Nuclear provides the enclosed submittals in accordance with the requirements of 10 CFR 50.75(f)(1).

Should you have any questions concerning this matter, please contact me at 205.992.7870.

Sincerely,,

Manager, Nuclear Licensing

Enclosures:

1. Georgia Power Company letter dated February 7,2007

2. Oglethorpe Power Corporation letter dated February 26,2007

3. Municipal Electric Authority of Georgia letter dated February 27,2007

4. City of Dalton, Georgia letter dated February 19, 2007

U. S. Nuclear Regulatory Commission NL-07-0679 Page 2 cc: Southern Nuclear Operating Comvany Mr. J. T. Gasser, Executive Vice President Mr. D. H. Jones, Vice President - Engineering Ms. K. S. King, CFO and Vice President Corporate Services Ms. B. C. Terry, Vice President and General Counsel RTYPE: CHA02.004 U. S. Nuclear Rewlatorv Commission Dr. W. D. Travers, Regional Administrator Mr. R. E. Martin, NRR Project Manager - Hatch Mr. D. S. Simpkins, Senior Resident Inspector -Hatch Georgia Power Company Mr. C. S. Thrasher, Executive Vice President and CFO City of Dalton, Georgia Mr. D. Cope, President and CEO Municipal Electric Authority of Georgia Mr. J. E. Fuller, Senior Vice President and CFO Oglethome Power Corporation Ms. A. F. Appleby, Vice President, Treasurer

Enclosure 1 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(f)(1))

Georgia Power Company letter dated February 7, 2007

Ann P. Daiss Bin 10120 Vice President. Comptroller 241 Ralph McGill Boulevard NE and Chief Accounting Officer Atlanta. Georgia 30308-3374 Te1404.506.6766 Fax 404.506.3128 apdaiss@southernco.com February 7,2007 GEORGIA k \

POWER A SOUTHERN COMPANV Docket Nos.: 50-321 50-366 U. S. Nuclear Regulatory Commission ATIN: Document Control Desk Washington, D.C. 20555 Mwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(n(l))

Dear Ladies and Gentlemen:

Pursuant to 10 CFR 50.75(f)(l), each power reactor licensee is required to report to the NRC the status of its decommissioning funding for each reactor or part of each reactor it owns on a calendar year basis, beginning on March 31, 1999, and every two years thereafter. Georgia Power Company (GPC) hereby submits the enclosed information in accordance with 10 CFR 50.75(0(1) for operating licenses DPR-7 and NPF-5 issued for Edwin I. Hatch Nuclear Plant Unit 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owners of the Mwin I. Hatch Nuclear Plant, is providing this information to the NRC on behalf of GPC.

Based on the information presented herein, there is reasonable assurance that the funding necessary for decommissioning the Edwin I. Hatch Nuclear Plant, consistent with the NRC prescribed minimum set forth in 10 CFR 50.75(c), will be available on the expiration date of operating licenses DPR-7 and NPF-5.

Please advise if you have any questions or comments regarding the information provided herein.

Respectfully submitted, GEORGIA POWER COMPANY, by, Enclosure

Enclosure Edwin I. Hatch Nuclear Plant Georgia Power Company Ownership Percentage - 50.1%

10 CFR 50.75(f)(l) Requirement Unit 1 Unit 2 1 The NRC minimum decommissioning estimate, $224,987,000 $ 224,987,000 pursuant to 10 CFR 50.75(b) and (c).

2 The amount accumulated at the end of the calendar $ 176,507,417 $ 162,891,333 year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

3 A schedule of the annual amounts remaining to be See Schedule in See Schedule in collected; for items in 10 CFR 50.75(b) and (c). Attachment 1 Attachment 1 4 The assumptions used regarding: Per GPSC Docket 18300-U Per GPSC Docket 18300-U (a) rates of escalation in decommissioning costs; 3.11 % 3.11 %

(b) rates of earnings on decommissioning funds; 5.11 % 5.11 %

(c) real rate of return; and 2.00 % 2.00 %

(d) rates of other factors used in funding None None projections.

5 Any contracts upon which the licensee is relying None None pursuant to 10 CFR 50.75(e)(l)(v).

6 Any modifications to a licensee's current method of No modification since the No modification since the providing financial assurance occurring since the last last report. Funding is to an last report. Funding is to an submitted report. External Sinking Fund with External Sinking Fund with the source of funds from the source of funds from Traditional Cost of Service Traditional Cost of Service ratemaking as ordered by the ratemaking as ordered by the GPSC in Docket 18300-U. GPSC in Docket 18300-U.

7 Any material changes to trust agreements. None None NOTES:

' The NRC formulas in section 10 CFR 50.75(c) include only those decommissioning wsts incurred by licensees to remove a facility or site safely from service and reduce residual radioactivity to levels that permit: (1) release of the property for unrestricted use and termination of the license; or (2) release of the property under restricted conditions and termination of the license. The cost of dismantling or demolishing non-radiological systems and structures is not included in the NRC decommissioning cost estimates. The costs of managing and storing spent fuel on-site until transfer to DOE are not included in the wst formulas.

This number is based on NUREG-1307, Rev. 1 1 for the burial factor (Option 2) and the December 2005 values for labor and energy factors.

Attachment I Schedule of the Annual Amounts Remaining to be Collected

Attachment 1 Schedule of Annual Amounts Included In Current Rates (Dollars in Thousands)

Plant Hatch HATCH 1 HATCH 2 BEG OF END OF BEG OF END OF YEAR FUND FUND YEAR YEAR FUND FUND YEAR FUND BAL EARNINGS CONTRiB FUND BAL Beginning Net Projected Beginning Net Proiected

~ a l a n c s Earnings Funding Total ~alancs Earnings Funding Total 176,507 536,013 0 712,520 162,891 639,721 0 802,612

Enclosure 2 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(0(1))

Oglethorpe Power Corporation letter dated February 26,2007

Oglethorpe Power Corporation February 26,2007 2100 East Exchange Place Tucker, GA 30084-5336 phone 770-270-7600 Docket Nos.: 50-32 1 fax 770-270-7872 An Electric Membership Cooperative 50-366 U. S. Nuclear Regulatory Commission ATT'N: Document Control Desk Washington, D.C. 20555 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(fK1

Dear Ladies and Gentlemen:

Pursuant to 10 CFR 50.75(f)(1), each power reactor licensee is required to report to the NRC the status of its decommissioning funding for each reactor or part of each reactor it owns on a calendar year basis, beginning on March 3 1, 1999, and every two years thereafter. Oglethorpe Power Company (OPC) hereby submits the enclosed information in accordance with 10 CFR 50.75(fXl) for operating licenses DPR-7 and NPF-5 issued for Edwin I. Hatch Nuclear Plant Unit 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owners of the Edwin I. Hatch Nuclear Plant, is providing this information to the NRC on behalf of OPC.

Based on the information presented herein, there is reasonable assurance that the funding necessary for decommissioning the Edwin I. Hatch Nuclear Plant, consistent with the NRC prescribed minimum set forth in 10 CFR 50.75(c), will be available on the expiration date of operating licenses DPR-7 and NPF-5.

Please advise if you have any questions or comments regarding the information provided herein.

Respectfully submitted, Anne F. Appleby 4 Vice President, Treasurer Oglethorpe Power Corporation Enclosure cc: Southern Nuclear Operating Company Mr. J. T. Gasser, Executive Vice President RTYPE: CHA02.004 U. S. Nuclear Regulatorv Commission Dr. W. D. Travers, Regional Administrator Mr. R. E. Martin, NRR Project Manager - Hatch Mr. D. S. Simpkins, Senior Resident Inspector - Hatch

@ A member of the National Rural Electric Cooperative Associator

Enclosure Edwin I. Hatch Nuclear Plant Oglethorpe Power Company Ownership Percentage - 30%

Unit 1 Unit 2 10 CFR 50.75(f)(1) Requirement 1 The NRC minimum decommissioningf stimate, $ 134,723,000 $134,723,000 pursuant to 10 CFR 50.75(b) and (c).

2 The amount accumulated at the end of the $80,170,167 $63,028,352 calendar year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

3 A schedule of the annual amounts remaining to See Schedule in See Schedule in be collected; for items in 10 CFR 50.75(b) and Attachment 1 Attachment 1 (c).

4 The assumptions used regarding:

(a) rates of escalation in decommissioning 2.93% 2.93%

costs; (b) rates of earnings on decommissioning funds; 7.00% 7.00%

(c) real rate of return; and 4.07% 4.07%

(d) rates of other factors used in funding none none projections.

5 Any contracts upon which the licensee is relying none none pursuant to 10 CFR 50.75(e)(l)(v).

6 Any modifications to a licensee's current method none none of providing financial assurance occuning since the last submitted report.

7 Any material changes to trust agreements. No changes to Trust No changes to Trust Agreement. Terminated one Agreement. Terminated one fixed income, one mid cap and fixed income, one mid cap one small cap manager. and one small cap manager.

Reallocated assets to a new Reallocated asssts to a new mid cap mutual fund and mid cap mutual fund and among existing bond funds. among existing bond funds.

NOTES:

' The NRC formulas in section 10 CFR 50.75(c) include only those decommissioning costs incurred by licensees to remove a facility or site safely from service and reduce residual radioactivity to levels that permit: (1) release of the property for unrestricted use and termination of the license; or (2) release of the property under restricted conditions and termination of the license. The cost of dismantling or demolishing non-radiological systems and structures is not included in the NRC decommissioning cost estimates. The costs of managing and storing spent fuel on-site until transfer to DOE are not included in the cost formulas.

2 This number is based on NUREG-1307, Rev. 11, for the burial factor (Option 2) and the December 2005 values for labor and energy factors.

Attachment 1 Schedule of the Annual Amounts Remaining to be Collected Oglethorpe Power Corporation 2006 NRC MINIMUM Hatch 1 Hatch 2 Earnings Rate: Evnings Rate:

Balance Bbce Balance Balance Begin Year Evnings Contribution End Year Year Begin Year Contribution End Year 71,517,575 8,652,592 0 2006 80.1 70,167 5,611,912 0 2007 85,782,079 6,004,746 0 2008 91,786,824 6,425,078 0 2009 98,211,902 6,874,833 0 2010 105,086,735 7,356,071 0 2011 112,442,806 7,870,996 0 2012 120,313,803 8,421,966 0 2013 128,735,769 9,011,504 0 2014 137,747,273 9,642,309 0 2015 147,389,582 10,317,271 0 2016 157,706,853 11,039,480 0 2017 168,746,333 11,812,243 0 2018 180,558,576 12,639,100 0 2019 193,197,676 13,523,837 0 2020 206,721.513 14,470,506 0 2021 221,192,019 15,483,441 0 2022 236,675,461 16,567,282 0 2023 253,242,743 17,726,992 0 2024 270,969,735 18,967,881 0 2025 289,937,616 20,295,633 0 2026 310,233,250 21,716,327 0 2027 331,949,577 23,236,470 0 2028 355,186,047 24,863,023 0 2029 380,049,071 26,603,435 0 2030 406,652,506 28,465,675 0 2031 ,

435,118,181 30,458,273 0 2032 465,576,454 32,590,352 0 2033 498,166,806 34,871,676 0 2034 2035 2036 2037 2038

Enclosure 3 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (1 0 CFR 50.75(f)(1))

Municipal Electric Authority of Georgia letter dated February 27,2007

February 27,2007 Docket Nos.: 50-32 1 50-366 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D.C. 20555 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(0( 1

Dear Ladies and Gentlemen:

Pursuant to 10 CFR 50.75(0(1), each power reactor licensee is required to report to the NRC the status of its decommissioning funding for each reactor or part of each reactor it owns on a calendar year basis, beginning on March 3 1, 1999, and every two years thereafter. The Municipal Electric Authority of Georgia (MEAG) hereby submits the enclosed information in accordance with 10 CFR 50.75(0(1) for operating licenses DPR-7 and NPF-5 issued for Edwin I. Hatch Nuclear Plant Unit 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owners of the Edwin I. Hatch Nuclear Plant, is providing this information to the NRC on behalf of MEAG.

Based on the information presented herein, there is reasonable assurance that the funding necessary for decommissioning the Edwin I. Hatch Nuclear Plant, consistent with the NRC prescribed minimum set forth in 10 CFR 50.75(c), will be available on the expiration date of operating licenses DPR-7 and NPF-5.

Please advise if you have any questions or comments regarding the information provided herein.

Respectfully submitted, THE MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, by, Nmes E. Fuller Senior Vice President & Chief Financial Officer Municipal Electric Authority of Georgia 470 Riveredge Parkway NW Atlanta, Georgia 30328-4686 1-800-333-MEAG 770-563-0300

U. S. Nuclear Regulatory Commission Page 2 cc: Southern Nuclear Operating Company Mr. J. T. Gasser, Executive Vice President RTYPE: CHA02.004 U. S. Nuclear Regulatow Commission Dr. W. D. Travers, Regional Administrator Mr. R. E. Martin, NRR Project Manager - Hatch Mr. D. S. Simpkins, Senior Resident Inspector - Hatch

Enclosure Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors - 2007 Submittal

Enclosure Edwin I. Hatch Nuclear Plant The Municipal Electric Authority of Georgia Ownership Percentage - 17.7%

10 CFR 50.75(f)(1) Requirement Unit 1 Unit 2 1 The NRC minimum decommissioning estimate, $79,486,000 $ 79,486,000 pursuant to 10 CFR 50.75(b) and (c).

2 The amount accumulated at the end of the $65,590,490.37 $64,284,940.1 8 calendar year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

3 A schedule of the annual amounts remaining to be See Schedule in See Schedule in collected; for items in 10 CFR 50.75(b) and (c). Attachment 1 Attachment 1 4 The assumptions used regarding:

(a) rates of escalation in decommissioning 4.60% 4.60%

costs; (b) rates of earnings on decommissioning funds; 5.75% 5.75%

(c) real rate of return; and 1.15% 1.15%

(d) rates of other factors used in funding None None projections.

5 Any contracts upon which the licensee is relying Attachment 2 Attachment 2 pursuant to 10 CFR 50.75(e)(I)(v).

6 Any modifications to a licensee's current method None None of providing financial assurance occurring since the last submitted report.

7 Any material changes to trust agreements. Attachment 3 Attachment 3 NOTES:

1 The NRC formulas in section 10 CFR 50.75(c) include only those decommissioning costs incurred by licensees to remove a facility or site safely from service and reduce residual radioactivity to levels that permit: (1) release of the property for unrestricted use and termination of the license; or (2) release of the property under restricted conditions and termination of the license. The cost of dismantling or demolishing non-radiological systems and structures is not included in the NRC decommissioning cost estimates. The costs of managing and storing spent fuel on-site until transfer to DOE are not included in the cost formulas.

This number is based on NUREG-1307, Rev. 11, for the burial factor (Option 2) and the December 2005 values for labor and energy factors.

Attachment 1 Schedule of the Annual Amounts Remaining to be Collected

MEAG POWER Decommissioning Funding Plan Nuclear Decommissioning Fund - Hatch 1 (Dollars in thousands)

Calendar Balance at Interest Less: Balance at Year Beg. of Year Contributions (1) Earnings Fees End of Year (A) (B) (C) @) (El Total 236.588 (6.508)

Options: Level Payments Footnotes:

(1) - Based on the current funding levels and decommissioning forecasf the decommissioning contributions for Hatch Unit One are being suspended.

N: \005154\032336l060829Decom Model- WC.xls Page 1 of I Date: 2/26/2007; Time: 7:14 P M

MEAG POWER Decommissioning Funding Plan Nuclear Decommissioning Fund - Hatch 2 (Dollars in thousands)

Calendar Balance at Interest Less: Balance at Year Beg. of Year Contributions (I) Earnings Fees End of Year (A) (B) (C) @) (E)

Total Options: Level Payments Footnotes:

(1) - Based on the current funding levels and decommissioning forecast, the decommissioning contributions for Hatch Unit Two are being suspended.

N: I005154lO323361060829Decom Model- WC.xls Page 1 of 1 Date: 2/26/2007; Time: 7:14 PM

Attachment 2 Edwin I. Hatch Nuclear Plant Financial Assurance Requirments for Decommissioning Nuclear Power Reactors - 2007 Submittal Project One Power Sales Agreement

POWER SALES CONTRACT Between M-ICIPAL ELECTRIC AUTHORITY OF. GEORGIA and . .

CITY OF I This Cantract, made and entered into as of October 1, 1975, by and between the Municipal Electric Authority of Georgia, a public body corporate and politic and a public

. . corporation of the State oi Georgia hereinafter sometimes designated u the Authority, c r b t -

.. 4by the provisions of.1 Ga. L 1975, p. 107, as amended, and CITY OF

. a political subdivision of the State of Ge~rgia~hereinafter sometimes designated as the Par-ticipant, WITNESSETH THAT:

TTHEREAS, the Participant has need for an economical, reliable source of electric power and energy to meet the growing demands of its customers and has determined to purchase such electric power and enerm from resources 'owned, controlled, or purchesed by the AuthoritY, and WHEREAS, the Authority will take or cause to be taken ell steps necessary to secure such governmental permib, licenses, and approSals as are necessary for, and u i l l then pro-ceed as appropriate with final design, financing and acquisition o r construction of those faciIities herein described and designated as the Project for the supply of electric power and energy to the Participant and to all other political subdivisions .contracting with the Author-ity therefor, and mi1 sd the output and services of such facilities pursuant to this Contract and to contracts ~ s u b ~ t a n t i a l identical ly to this Contract with other political subdivisions, designated together with the Participant as the Participanh, .end WHEREAS, in addition to t h e sale to the Participanb of the output and services of the Project, the Authority will also, obtain for and provide to tke Participants the Participanb' Supplemental .Bulk.Power Supply, as hereinafter defiied, and WHEREAS, in order to enable the Authority to issue its revenue bonds to pay the costs of acquiring and constructing the Project, it is necessary for the duthority to have binding contracb xith a ~ c hpoIitica1 subdivisions of the State of Georgia as may determine, pursuant to authority of I Ga. L 1975, p. 107, as amended, to contract with the Authority, and all pay-

.merits required to be made i n accordance FFith the provisions or' Article 111 of such contracts, including p a p e n b required to be made under Artide 111 of this Contract, and all other pay-menb attn'butable t o the Project o r to the Annual Project Cost, as hereinafter defined, to be made in accordance ~ t orh p u r w a n t to any other provision of this C o n t r ~ c tand such other contracts shall be pledged a s security for the payment of such Bonds;

NOW THEREFORE:

For and in consideration of the premises an3 the mutual covenants and agreements here-inafter set forth, and in order to pay the Authority for i b costs of providing (i) the Parti-cipant's Entitlement Share, as hereinafter defined, of the output and services of each facility of the Project and (ii) the Participant's Supplemental Bulk Poaer Supply, i t is a g r d by and betwe= the parties hereto as follows:

ARTICLE I TERM .OF CONTRACT, DEFINITIONS Section 101. Term.

The term of this Contract shall begin and this Contract shall constitute a binding obli-gation of the parties hereto from and after its execution by the last party to =ecute the same The obligation of the Authority to provide e!ectric porer and energy under the pr+

visions of this Contract shall begin with the first issuance' and delivery by said Authority'of any of its Bonds which are authorued to be issued by the provisions of I Ga. L. 1975, p. 107, as amended, or, in the event notes of the Authority are issued in anticipation of t h e issuance .

of Bonds, such obligation shall begin with the issuance and delivery of such bond anticipation notes. The term of this Contract shall continuo in full force and effect until such time,not e~c&dingfifty years, as all of the Authority's Boada as hereinafter defined or notes issued in anticipation of the issuance of Bonds and the interest thereon have been paid o r provision for payment shall have been made in accordance with the provisions of the Bond Resolution

. or untiI such time as the Project shall be retired frorn.service, decommissioned, o r dispoad of by the Authority, whichever is later.

Section 102. Definitions and Explanation'dt Terms. 1 As used herein :

(a) "Act" shall mean that certain Act of the 1975 session of the General Assembly of the State of Georgia compiled and published in I Ga. L. 1975,p. 107,as the same has been here-tofore'or may be hereafter amended.

(b) "Annual Project Costs" shall mean, with respect to a Power Supply Year, t o the.ex-tent not paid as a part of the Costs of Acquisition and Construction, aU costs and expenses of the Authority paid by the Authority for each of the generating facilities and t h e transmis-sion system facilities comprising the Projact during such Pon-er Supply Year allocable to t h e Project including, but not limited to, those i:e.-os of cost and e-qense referred t o in Section 306 (b) and (c), hereof, as Annual Project Generation Fixed Charges, Other Annual Project Generstion Costs, Annua! Project Trznzniszion Fixed Charges, and Other Annual Project Transmission Costs.

- (c)' "Annual SuppIemental Costs" shall mean t3ose costs and expenses of the Authority.

alIocable to the purchasing or furnishing of Supplemental Bulk Power Supply to t h e Partici-pants.

(d) "Anfiual System ~ u d g e t "shall mean, with respect to a Power Supply Year, the budg-et.adopted by the Authority not less than thirty days prior to the beginning of such Power Supply Year which budget shall itemize estimates o i Annual Project Casts and Annual Sup-plemental Costs and a11 revenues, income, or other funds to be applied to such Coats, respec-tively, for and applicable to such Power Supply Year or, in the case of an amended such Budg-et, for and applicable to such Y m r for the remainder of such Power Supply Year.

(e) "Billing Statement" shall mean the written statement prepared or caused to be pr&

pared monthly by the Authority that shall be based upon the Ailnual System Budget or upon the amended Annual System Budget adopted by the Authority pursuant to Section 202 hereof, and that shall show the monthly amount to be paid to the Authority by the Participant in ac-cordance with the provisions of Sections 307 and 403 hereof.

(i) "Bonds" shall mean the bonds issued by the Authority pursuant to f5e provisions of the Bond Resolution to finance or refinance the Cost of Acquisition and Construction of the Project, whether or not any issue of such bonZs shall be subordinated as to payment t o any other issue of such bonds, and shall include additiokl Bonds issued pursuant to the provi-s i o a of Section 501 hereof and refunding Bonds issued pursuant to the provisions of Sec-tion 502 hereof.

(g) "Bond Resolution" shall mean the Power Revenue Bond Resolution and any Supple-mental Power Revenue Bond Resolution t o be adopted by.the Authority and accepted by the Trustee and the Cu-Trustee.(if any) thereunder for'the benefit of the owners of the Bonds which shall provide for the issuance,of such Bonds, a copy of which Power-Revenue Bond Resolution and First Supplemental Power Revenue Bond Resolution in substantially the fonn t o be adopted by the Authority shall be on frle in the records of the Particinant.

(h) "Bulk Power Supply" shall mean, with respect $ a Participant, all electric power and energy required by such Participant in excess of that amount (i) supplied by any gener-ation and transmission resourcej owned by such Participant on the effective date of this Con-tract, (ii) . received by such Participant from the Soufieastern Power Adrni6stration (SEPA), and (iii) procured by such Participant from alternate bulk power supply resources iii accordance with the provisions of Section 404, hereof.

(i) "Commercial Operation Date" shall mean, with respect to each facility of the Project, the beginning of the day on which such facility of the Project is, in the opinion of the Author-.

ity, producing and delivering electric power and energy for commercial use, provided, how-

.ever, in the event any such facility is producing and delivering electric power and energy for commercial use on the date of acquisition of the Authoriws interest therein, the Author-ity may establish a CommerciaI Operation 'Date for such facility which date shall be within a reasonable time of the effective date of such acquisition.

(j) I'Consulting Engineer" shall mean an engineer or enginering firm of national repu-tation having demonstrated expertise in the field of electric power generation, transmission, pomer supply, electric utility operations, r a m , and feasibility.

(k) "Conbct" and "Power Sales Contracts" shall mean, respectively, this contract with the Participant and all Pawer Sales Contracts, including this Contract, substantially identical hereto entered inta by the Authority and a Participant, in each case as the same may be amended horn time t o time.

(1') "Cost of Acquisition and. Construction" shall mean, to the extent not included in An-nual Project Costs, all costs of and expenses of planning, designing, acquiring, constructing, installing, and financing the Project, placing the Project in operation, decommissioning, or disposal of the Project and obtaining governmental approvals, certificates, permits and licenses *th respect thereto heretofore or hereafter paid or incurred by the Authority and

.may include, in addition and without limitation, the folloffing:

(1) working capital and reserves i n such amounts as may be established pursuant to the Bond Resolution.

(2) interest accruing in -hole or in part on Bonds prior to and during c o n s ~ u c t i o n and for such additional period as the Authority may rwonably deternine ta be necessary

f o r the placing of the Project or any facility thereof in operation in accordance wi& the provisions of the Bond Resolution, . ' ,

(3) acq@sition of initial fuel for each generation facility of the Project and work-ing and reserves therefor and working capital and reserves for reload fuel, (4) the deposit or deposits from the proceeds of Bonds issued to finance such costs

.in any fund or account established pursuant to the Bond Resolution to meet Debt Ser-vice reserve requirements for Bonds,

( 6 ) the deposit or deposits from the proceeds of Bonds issued to finance such costa in any funds or accounts established pursuant to the Bond ~'esolutionas reserves for re-newah and replacements, retirement from service, decommissionilig or disposal of any generating fsciEty of the Project or contingencies, (61 training and testing costs incurred by the .4uthority, (7) ~reliminaryinvestigation and development costs, engineering fees, contractors' fees,' costs of labor, materials, equipment, utility sewices and supplies and legal and' financing costs, (8) all costs of insurvlce applicable to the period of construction, and (9) all other costs incurred by the Authority and properly allocable to the acquisition and conshction of the'hoject, including ail costs financed by the issuance of additional Bonds pursuant to Section 501, hereof.

(m) "Debt Service" shall mean, with respect ta any period, the aggregate of the amounts required by the Bond Resolution to be paid during said period into any fund or funds created by t h e Bond Resolution for the sole purpose of paying the principal (including sinking fund

'installments) of and premium, if any, and interest on all the Bonds from time to time outstand-ing a~ the same shall become due, provided, however, thst Debt Service shall not include any acceleration of the maturity of tine Bonds.

.(n) "Entitlement Share" shall mean,with respect to a Participant and any Power Supply Year and with respect to the. generating facilities (including -related transmission facilities) and the transmission system facilities of the P r o j k t , (i) that percentage 'of the output e?d services of such generating facilities aet forth in the Schedule of Output Entitlement Shares ay'ached hereto for such Participant in such Power Supply Year, as the same may hereafter be increased in accordance with the provisions of the Power Sales Contract with such Par-ticipant, and (ii) .that percenkpe of transmission services which shall be determined by the Authority during each Power Supply Year to be allocable to such Participant in accordance with the provisions of Section 308 hereof.

(0). "Fuel Costs" shall mean'all costs incurred by the Authority. during any Power S u p ply Year that are alloczble to the acquisition, processing, fabrication, transportation, deliver-ing, reprocessing, storage, and disposal.of nuclear materials requird for the.generation facil-ities of the ~ r o j & t including

, transfers to reserves established by the Authority for such costs related to future Power Supply Years, less credits related to such costs appIied as appropri-ate in the discretion of the Authority.

(p) "Participant', shall me2n the political subdivision, which is e party to this Contract.

"Participants" shall mean all political suMivisions in the State of Georgia which own and op-erate electric distribution systems ta serve their citizens, inhabitants and customers by pro-viding them with electric power and energy and which ar'e parties to contract8 with the Author-ity substantially identical b this Contract The term "Participanh" ehall include the "Par-ticipant" and the terms "a Participant" or "each Participant" 8hall mean any one of +he Participants or eac5 of the Participants, as the case may b e "Participant" shall include any commission o r agency of such political subdivision which operates or conducts. or exercises jurisdiction over any essential function of the Participant's electric distribution system.

(q) "Power Supply Year" shall mean the calendar year, except that the first Power Sup-ply Year shall begin on the date the Authority has zn obligation to provide electric power and energy as determined in accordance with the provisions of Section 101, hereof.

(I) Proportionate ShareJ' shall mean, with respect to a Participant and a Power S u p ply Year, that percentage of the kilowatts or kilowatt hours, as the case may be, of each type of service included in Supplemental Bulk' Power Supply which such Participant is errtitled to receive and for which such Participant is obligated to pay in each mqnth of a Power Supply Year. With respect to kilowatts, such percentage shall be obtained f o r each month by dividing the masimum one-hour integrate3 coincident system demand of such Participant's Supple-mental Bulk Power Supply provided by the Authority during the particular month by the max-imum one-hour integrated coincident system demands of Supplemental Bulk Power Supply provided by the Authority to all the Participants during that month. With respect to kilowatt hours, such percentage for each month shall be obtained .by dividing the kilowatt hours of Sup-plemental Bulk Power Supply delivered by the Authority to such Participant during the particular month by the total kilowatt hours of Supplemental Bulk Power Supply delivered by the Authority to all of the Participants during that month.

(s) "Project" shall mean those electric generation and related transmission facilities which are identified in the Description of Project and those transmission system facilities to which reference is made in the Description of Project to be acquired and constructed b y the Authority during the time prior to the Commercial Operation Date of the last of t h e generat-ing facilities of the Project to be completed in order to meet the Authority's investment respon-sibility during such time in connection with any agreement for an integrated transmission sys-tem to which the Authority may be a party in accordance with the provisions of Section 302 hereof, together with (i) any major renewals, replacements, repairs, additions, betterments and improvements necessary, in the opinion of the Consulting Engineer, to keep the Project in good operating condition o r to prevent a loss of revenues therefrom, (ii) any major addi-tions, improvements, repairs and modifications to the Project and any decommissionings or '

disposals of the Project, required by any governmental agency having jurisdiction over the

- Project or for which the Authority shall be responsible by virtue of any obligation of t h e Au-thority arising out of any contract to which the Authority may be a party relating to owner-ship of the Prfiject or any facility thereof, (iii) those transmission system facilities t4 which reference is made in t t e Description of Project and which a r e required, in the opinion of the Consulting Engineer, to be acquired and constructed by the Authority on or after t h e Com-mercial Operation Date of the last of the generation facilities of the Project t o be completed in order to meet the Authority's investment responsibility after such Commercial Operation '

Date in connection with any agreement for an integrated transmission system t o which the Authority shall be a party in accordance with the provisions of Section 302 hereof, and (iv) working capital required by the Authority during construction of the Project and for the plat-ing of the Project in operation for providing Bulk Power Supply, including Supplemental Bulk Power Supply, to the Participant.

(t) "Prudent Utility Practice" a t a particular time shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility in-dustry prior to such time, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known a t the time the decision was made, could have been expected to accomplish the desired result a t the .lowest reasonable cost consistent with good business practices, reliability, safety and expedition. Prudent Utility Practice is not intended to be limited to the optimum practice, method or act to t h e exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard f o r manufacturers' warranties and the requirenents of governmental agencies of competent

jurisdiction. In evaluating whether' any. act or proposal conforins to Prudent Utility Prac-tice, the parties shall take into account the objective t o achieve optimum utilization of the' Authoritfa resources.

(u). "Supplemental Bulk Pover Sugply" shall mean, with respect to a Participant, that portion of Bulk Power Supply required by such Participant in excas of that supplid'from the Project and, unless otherwise.provided, from any future projects owned or controlled by the Authority from which the Participant contracts with the Authority to purchase electric power and energy and in excess of the generating capacity reserve service, transmission ser-vice, scheduled, emergency, or economy interchange service, and such other service associated with the Project as shall be s'upplied by the Authority i n accordaxe with the proirisions of Section 303, hereof.

(v) "Uncontrollable Forces" means any cause beyond the control of the Authority which by the exercise .of due diligence the Authority is unable to prevent or overcome, including but not lirnited to, failure or refusal of any other pcrson or entity to comply with then esisting contracts with the Authority or +th a Participant, an act of God, fire, flood, explosion, strike, sabotage, pestilence, an act of the public enemy, civil and military authority including court orders, injunctions, and orders of governmental agencies with proper jurisdiction, in-surrection or riot, an act of the elements, failure of equipment, or inability of the Authority or any Contractors engagd in work on the Project to obtzin or ship materials or equipment because of the effect of similar causes o n suppliers or carriers, or inability of the Authority to sell or issue its bonds or notes.

(w) "uniform System of Accounts" means the Uniform System of Accounts for C h s A

.and B Public Utilities and Licensees as prescribed and; from time to time, as zmended or modified or substitution therefor made by the Federal Power Commission or.its successor.

ARTICLE I1 CERTAIN OBLIGATIONS OF THE AUTHORITY AND THE PARTICIPANT Section 201. ,Bulk Power Supply.

The Authority'shall provide or czuse to be provided and the ~ s r t i c i p a nshall t take from the Authority the Bulk Power. Supply of the Participant. The Authority will be responsible for planning, negotiating, designing, financing, acquiring or constructing, contracting for, administering, operating, and maintzining all generation and transmission arrangements and facilities necessary to effect the delivery and saIe of such Bulk Power Supply to the Par-ticipant, provided, however, that the Participant may procure aIternate bulk power supply resources pursuant to the terms of Section 404, hereof.

Section 201. hnual.Systern Budget.

The Authority mill prepire and submit to the Participant an Annual System Budget a t least ninety days prior to the beginning of each Power Supply Year. The participant may thep submit to the Authority, at any time until such budget is adopted,' any matters or aug-gestions relzting to the Budget which the Participant .may care to present. The Authority shall then proceed with the consideration and adoption of such Budget pot less than thirty nor more than forty-five days prior to the beginning of such Power Supply Year and shall cause copies of such adopted Budget to be delivered to the Participant, provided, however, the Budg-et for. the first 'Power Supply Y a r shall be prepared, considered, adopted and delivered in

the most practicable manner available in the discreiion .of the Authoritp. As required from time to time during any Power Supply Year after thirty days notice to the Participant, the Authority may adopt an. ammled Annual System Eudget for and applicable to such Year for the remainder of such Year.

Sedioa 203. Reporis.

The Authority will prepare and issue to the Participants the follotving reports .each month of the Power Supply Year :

(1) Financial and Operating Statement relating to the Project and to the Supplemental Bulk Power Supply, (2) Status of Annual System Eudget, (3) Status of construction budget of the Project during construction, (4) Analysis of operations relating to the Project and to the Supplemental Bulk Power Supply.

Section 204. Records and Accounls.

The Authority will keep accurate records and accounts of each of the facilitia comprising the Project and of the transactions re!ating t o the Supplemental Bulk Power SuppIy as well as of the operations of the Authority in accordance with the Uniform System of Accounts.

Said accounts shall be subject to an annual audit by a firm of independent certified public accountants e~periencedin electric utility accounting and of national reputation to be sub-mitted to the Authority within sixty days zfter the closa, of any Power Supply Year. All transactions of the Authority relnting to the Project and' to the Supplemental Bulk Power Supply dth respect b each Pover Supply Year shall be subject to such a n audit.

Section 205. Consulting Engineer.

(a) The Authority will' retain a consulting engineer to assist, advise and make recom-mendations to the Authority on matters relating to electric power generation, transmission, power supply, electric utility operations, rates and charges, feesibility and. budgets and shall wuse such consulting engineer to prepare within 0r.e hundred and twenty days following the close of each Power Supply Year a n annual comprehensive engineering report with resped to the Project and. to the Supplemental Bulk Power Supply for the immediately preceding Power Supply Year which shall contain a copy of the annual audit and which shall include:

(1) A report on the operations of the Authority; (2) A report on the management of the .Project; (3) A report on the sufficiency of rates agd charges f o r services; (4) A report on requirements for future bulk power supply; (5) Recommendations as to changes jn operation and the making of repairs, renew-als, replacements, extensions, bettermcnb and improvements; and (6) -A projection of the Authority's costs of p;oridinp the B u k Power Supply to all ParSciponts for the ensuing five year period. ..

@) The Authority shall =use a copy of said engineering report tn be delivered b esch Participant. ,

Section 206. Power Supply Planning.

The Participant will keep the Authority advised on all matters relating to the Partici-pant's power supply planning including but not limited to load forecasts, praposei trans-mission 2nd generation additions and new delivsry points.

section 207. Diligence.

The Participant will exercise diligence in the operation of its electric system with the view of securing efficiency in keepinp'with Prudent Utility Practice, will construct its facili-ties in accordance with specifications at least equal to those prescribed by the National Elec-tric Safety Code of the U. S. Bureau oi Standards, will maintain its lina at all times in a safe operating condition, and will operate said lines in such manner as not to interfere un-duly with the operations of others. The Participant will use electric service equally.from the three phases as nearly as possible and will maintain a power factor of 89.470 lagging or auch greater power factor as niay be agreed upon by the Participant in the light of any other con-tract between the Authority and any other party, and such agreement by the Participant shall not be unreasonably withheld.

Section 208. Access.

Participant will give all necessary permission to enable the agents of the Authority 'to carry out this Contrsct and will otherwise be subject to applicable terms and conditions set forth in those tariffs which affect the Participant and which are filed with the Federal Pow-er Commission. The Authority and the Participant each will give the other the right to enter the prenises of the other at a.11 reasonable.times for the purpose of repairing or removing facilities, reading meters and performing work incidental to delivery and receipt of Bulk Power Supply.

Section 209. Adjustment of .Billing.

-4t the end of each Power Supply Year the Authority shall determine if the aggregate amount paid by the Participant under Sectio~zs307 and 403, hereof, to provide recovery of 111 the A c t h ~ r i t costs

~ ' ~ during such Power Supply Year was in the proper amount, and, upon the making of such determination, any amount found to have been paid by the Par-ticipant in evceis of the amount which should have been paid by the Participant shall be credit- -

ed on the Billing Statements to the Participant for the remaining month or months of ~e Power Supply Year next succeeding the Power Supply Year for which such adjustment was determined to have heen necessary. Ten percent of the amount of any deficiency shall be added to each of the n e d ten Billing Statements. In the event that the failure of a Partici-pant to pay its.Entitlement Share of Annual Project Costs in accordance with its Power Sales Contract shall have resulted in the application of amounts in any reserve or working fund under the Bond Resolution to the payment of costs payable from such reserve or work-ing fund and the other Participants shall have made up the deficiency created by auch appli-cation or paid additional amounts into such reserve or worXng fund, amounts thereafter paid to the Authority by such' nonpaying Pa~ticipantfor application to such past due payments shall be credited on the Billing Statements of such other Participants in the next month or months as shall be appropriate.

Section 210. ~ i s p u t e dBlonthly ~ i l l i n ~ ' ~ t a t e m e n t .

In case any portion of any monthly-Billing Statement received by the Participant from the Authority, shall be in bona fide dispute, the Participant shall pay the Authority the fuli amount of such monthly Billing Statemeat, and, upon determination of the correct amount,

t h e difference between such correct amount and such full amount, if any, will be credited to the Participant by the Authority after such determination. In the event such monthly Billing Statement is in dispute, the Authority will give consideration to such dispute and will advise the Participant with regard to the Authority's position relative thereto within thirty days following written notification by the Participant of such disputi.

Section 211. Sources of Participan\'s Payments.

The obligations of the Participant to make the payments to the Authority under this Contract shall constitute general obligations of the Participant for the payment of which the fuIl faith and credit of the Participant shall be and the same hereby is pledged to provide the funds required to fulfill all obligations arising under this Contract. Unless such payments o r provisions for. such payments shall have been made from the revenues of the electric sys-n tfrom other funds thereof, the Participant will annually i n each and tem or" thi ~ a r t i f i ~ aor every fiscal year during the term of this Contract include in its general revenue o r appro-priation measure, whether or not any other items are included, sums sufficient to satisfy the payments reguired to be made in each year by this Contract until all payments required un-der this Contract have been paid in full. In the event for any reason any such provision or appropriation is not made for a fiscal year of a Participant, then the chief fiscal officer of the Participant shall, jn accordance with the provisions of the Act in effect as of the date of this Contract, set up as an appropriation on the accounts of the Participant in each fiscal year the amounts required to pay the obligations called for under this Contract. The amount of the appropriation in such fiscal year to meet the obligations of this Contract shall be due and payable and shall be expended for the purpose of paying and meeting the obligations provided under the terms and conditions of this Contract, 2nd such appropriation shall have the same legal status as if the Participant had included the amount of the appropriation in its general revenue or appropriation measure.

Section 212. Rate Covenant.

The Parficipant will establish, maintain and collect rates and charges for the electric service of its electric system so as to provide revenues sufficient, together with available elec-tric system reserves, to enable 'the Participant to pay to the Authority all amounts payable under this Contract and to pay all other amounts payable from and all lawfuI charges against or liens on the revenues of its electric system.

ARTICLE 111 ELECTRIC POWER AND ENERGY FROM T m PROJECT section 301. Ownership of Project.

The Authority will issue the Bonds in series f r o m time to time under the Bond Resolu-tion to finance and shall own the Project consisting of the Authority's ownership interest in the generation and transmission facilities described in the Description of Project attached t o this contract and will cause b be delivered to the. Participant during each month of each Power Supply Yezr its Entitlement Share of the output and.services of each facility of the Project for the uaeful life of each such facility o i the P r o j ~ t . . .

Section 302,. Costs of Generation and Transmission ~ a c i i t i e sComprising the Project.

(a) Those generation and transmission facilities comprising the Project mi,f o r purposes

of accounting for the Authority's costs and charges to the Participant!, be separated f n t o ( i j generation and reIated transmission facilities, and (ii) transmission systern facilities; (b) The ~uthorib"s*costsof providing to'the Participants their Entitlement Shares of such generation and reIated transmission'facilities as are included in the Project will be ac-counted for as described i n Section 306 (b) hereof, and (c) The Authority's'costs of providing to the Participants their Entitlement Shares of such transmission system facilities as are included in the Project will be accounted for as described in Section 306(c) hereof, and will be determined as follows:

(1) Such bansmission system facilities as are included in the Project will be acquired by the Authority from time to time for the term of this Contract through participation in an integhkd transmission system agreement with other utilities. The Authority's investment responsibility in such transmission system facilities for any Power supply Year will be that percentage of the total investment in the combined transmission system facilities of the Authority and such other utilities obtained by dividing the demand of total Bulk Power Supply provided by the Authority to all the Participants durins such Power Supply Year by the combined demands of the Authority and such other utilities during such Power, Supply Year and expressing the resuft as a percentage.

The Authority's responsibility for annual capital costs relating to renewals, replace-ments, r e p a h , additions, betterments and improvements to and for znnual operating costs of such transmission system facilities for any Power.Supply Year will be the.

annual capital and operating costs incuaed by the Authority for such facilities.

(2) kr the event the Authority assumes responsibility for transmission of the Partici-pants' allotments of SEPA power pursuant to arrangements for which provision is made in Sections 803 and 804 hereof, the Ailthority'~responsibility for investment in, and annual capital and operating cost,, of, such transmission system facilities acquired by the Authority from time to time through participation in such integzated trans-mission system agreement may be increased. The Authority's investment responsibility in such incressed transmission system facilities for any Power Supply Year will be that percentage of the total investment in the combined transmission facilities of the Authority and such other utilities obhined by dividing the demand of such SEPA power plus the demand of total Bulk Power Supply provided by the Authority t o all the Participants during such Power Supply Year by the combined demands of t h e Authority and such other utilities during such Porver Supply Year and expressing the result as a percenhge. The Authority's responsibility for annual capital costs relating to renewals, replacements, repairs, additions, betterments and improvements to and for annual operating costs of such increased hansmission systern facilities for any Power Supply Year tvill be the annual capital and operating costs incurred by the Authority for such facilities. . .

Section 303. Interconnection Armgemenis.

The Authority wilI purchase o r provide such generating capacity reserve service, trans-mission aervice, maintenance service, emergency service, economy interchange service and other interchange service associated with the Project as may be necessary for the reliable and ecbnomical supply of the output and services of the Project and will cause to be delivered to t h e Participant during each month of the Power Supply Year its Entitlement Share of such output and services. The Authority may use electric energy from the Project which is surplus t o the requirements of the Participants, as such surplus may be available from time ta time, f o r t h e purpose of economy interchange scrvice or other interchange services with others, a n d any net revenues received by the Authority for any such serjices shall be credited t o t h e Participants by the Authority in proportion to their Entitlement Shares.

Section 304. Operation and Maintenance.

The Authority covenants and agrees that it will operate, maintain and manage the Pro-ject or 'cause the same to be operated, maintained and managed in zn efficient and econom-ical manner, consistent with Prudent Utility Practice.

Section 305. h u a n c e .

The Authority shall maintain or cause to be maintained, in force for the benefit of the parties hereto, as their interest shall appear, as Costs of Acquisition and Construction or An-nual Project Costs, such insurance with respect to the Project as shall be available and as is kuaUy carried by utilities constructing and operating generating facilities but, in the case of nuclear generating facilities, not less than wilI satisfy t h ~requirements

, of Federal and atate law and the Nuclear Regulatory Commission regulations acd such other insurance as is usu-ally carrid by electric utilities in conformity with Prudent Utility Practice.

Section 306. Chargw and Billings f o r the Project.

(a) The Authority will establish fair and nondiscriminatory charges for all output and service provided by the ,4uthority to the Participants relatingto each facility of the Project designed to recover all of the Authority's costs allocable to such fecility commencing with the Commercial Operation Date of such facility or the date to which interest has been capitalized on Bonds allocable to such facility, whichever is the earlier, as set forth in the Annual System Budgef or the amended Annual System Budget adopted by the Authority pursuant to Section 202 hereof, and such costs shall include Annual Project Costs.

. (b) The Annual Project Costs allocable to the generation and related transmission ficil-ities of the Project shall indude a t Ieast the follouing itens of costs a d expense:

(1) " ~ n n u a Proje=t l Generation Fixed Charges," which means:

(A) the'arnount vhich the Authority is required under the Bond ~esolution to pay or deposit into any fund or account established by the Bond Resolution for the payment of Debt Service and any reserve requirements for Bonds which are allocable to (i) the generation and related transmission facilities of the Project and (ii) the working c a p i t l which is required by the' Authority for providing Bulk Pow-er Supply, inchding Supplemental Bulk Parer Supply to the Participants and which is allocable to the generation and related transmission facilities of the Project; .

(B) the amount (not otherwise included under any item in this Section 306 (b))

allocable to the generation and related transmission facilities of the Project which the Authority is required under the Bond Resolution to pay or dsposit during such

.Power Supply Year into any other fund or account established by the Bond Resolu-tion, and shall include, without limitation, any such amounb required to mzke up any deficiency in any reserve fund or working fund required or permitted by the Bond Resolution resulting from a default in payments by any Participant or Par-ticipsnts of amounts due under its or their Power Sales Contracts viith t h e Authority;

. . (C) amounts which the Authority is required under the provisions of the Bond

.Resolution to pay or deposit into a reserve for renewals and replacements; (Dl aznounts which must be reaiized by the Authority for coverage of ~ e b t Service as may be required by.the Bond Resolution;

' (E) amounts which must be set aside by the Authority for the retirenent from

service, i!ecommissioning, or disposal of 'the generation facilities of the Project as ..

may be required by the Bond Resolution; (F) amounts which must be paid by the Authority for the purchase of generat-ing capacity reserves for the Project; and

. (G) amounts which must be paid by the'~uthorityfor b e purchase of tracsmis-sion service for the Project; and (2) "Other Annual Project Generation Costs," which means:

(A) all costs of producing and delivering electric power and energy from the Project and p r o ~ d i n gthe Participants' Entitlement Share3 including, but not limited to, (i) Fuel Costs and other ordinary operztion and maintenance costs and provi-sions for reserves therefor, administrative and general costs, insurance, overhead and any charges payable by the Authority in connection with the output of the Project, (ii) net costs of scheduled, emergency, economy or other interchange service incur-red by the Authority in connection with the Project, and (iii) all operation and main-tenance costs related to the operating end conducting of the business of the Author-ity including saleries, fees for legal, engineering, and other services and all other eqenses properly rela+.ed to the conduct of the affairs of the Authority; and (B) amounts required of the Authority by the provi3ions of the Bond Resolu-tion to pay the cost of or to provide reserves for (i) extraordinary operating and maintenance costs including the costs of scheduled, emergency, or other interchange service and the prevention or correction of any unuaual loss or damage to keep the generating facilities of the Project in good operating condition or to prevent a loss of revenue therefrom, (ii) any major renewals, replacements, repeirs, additions, bet-terments and improvements nxessary, in the opinion of the ConsuIting Engineer, to keep the generating facilities of the Project in good operating condition or to pre-vent a loss of revenues therefrom and (iii) any major additions, improvements, re-pairs or modifications to any such generating facility, or any decommissionings or disposals of any such generating facility, required by any governmenta1 agency hav-ing jurisdiction over the Project or for which the Authority shill be responsible by virtue oi any obligation of the Authority arising out of any contract to which the Authority may be a party relating to ownership of the Project or any faciIity there-of to the extent that the Authority is not reimbursed'therefor from the proceeds of insurance or funds for such payment are not availabIe to the Authority therefor from any funds or accounts established under the Bond Resolution, or funds for such payment are not provided or to be provided by the issuance of additional Bonds pursuant to Article V of this Contract.

(c) The ~ n n u n lProject Costr allouble to the transmission system facilities of the Project shall include a t least the following i t e m of costs 2nd expense:

(1) "Annual Project Transmission Fixed Charges," which means:

(A) the amount tvhich the Authority is required under the Bond Resolution

. to pay oi deposit into any fund or account established by the Bond Resolution for the payment of Debt Service and any reserve iequirements for. Bonds which are alIocable to (i) the transmission system facilities of the Project and (ii) the work-ing capita1 which is required by the Authority for providing Bulk Power Supply, in-cluding Supplemental Bulk Power 'Supply, to the Participants and which is allocabie

. to the transmission system facilities or' the Project;

(B) the amount (not otherwise included under any item of this Section 306 (e) )

allocable to the transmission system facilities of the Project which the Authority is required under the Bond Re3olution ta pay or deposit during auch Power Supply Year into any other fund or account- established by the Bond Resolution, 'and shall include, without limitrtion, any such zmounts required to make u'p any deficiency i n any reserve fund or working fund required or permitted by the Bond Resolution resulting from a defa,ult in payments by 2ny Participant or Participants of amounts due under its or their Power Sales Contra& with the Authority; (C) the amount which the Authority is required under the provisions of t h e Bond Resoiution to pay or deposit into a reserve for renewals and replacements; and (D) amounts which must be realized by the Authority for coverage of Debt Service as may be required by the Bond ResoIution; and (2) "Other Annual Project Transmission Costs," which means':

(A) amounts for ordinary operation and maintenance costs, administrative and general costs, insurance, overhezd, and any other charges payable by t h e Authority in connection with auch transmission system facilities, including all credits due t o Participznta with respect. to delivery point transmission facilities; and (B) amounts required of the Authority by the of the Bond Resolu-tion to pay the costa of or to provide reserves for (i) extraordinary operation and maintenance costa, including the prevention or correction of any unusual loss or dam-age to keep the transmission system facilities of the Project in good operating con-dition, or to prevent.a loss of revenues therefroin, (ii) any major renewals, replace-ments, repairs, additions, betterments and improvementi heCeSSary, in the opinion of the Consulting Engineer, to keep the transmission system facilities of the Project in good operating condition or t o prevent a loss of revenues therefrom a n d (iii) a n y major additions, improvements, repairs or modifications to any such transmission facility required by any governmental agency having jurisdiction over t h e Project o r f o r which the Authority shall be responsible by virtue of any obligation of the Au-thority arising out of any contract to which the Authority may be a party relating t4 ownership of the Project or a n y facility thereof to the extent that the Authority is not reimbursed therefor from the proceeds of insurance or funds for such pay-ment are not available to the Authority therefor from any funds or accounts estab-lished under the Bond Resolution, or funds for such payment are not provided by the issuance of additional Bonds pursuant to Article V of this Contract.

(d) The Authority shall bill the Participant ezch month during i c h Power Supply Year by providing the Participant with a Billing Statement for such month in accordance with .

the charges established pursuant to the provisions of this Section 306. Such Billing Statement shall set forth, among other things, the sum to be paid for such month by the Participant for its Entitlement Share of the Project output and services, and such sum shall equal t h e Participant's Entitlement Share of that amount of Annual Projcct Costa, as estimated in t h e then current Annual System Budget, which the Authority is required pursuant to the Bond .

Resolution to accrue, pay or set aside during each month'. Such monthly Billing' S t a t s a e n t shall @elude a credit for such delivery point trans'mission facilities as are owned, finant:ed, or operated by the Participant, and such Billing Statement shall be paid by the Participant on or before.the tenth day from the date of auch bill. Amounts due and not paid by the Par-ticipant on or before mid day shall bear an additional charge of one and one-half percent p e r month until the amount due is paid in full. A t the end of each P s ~ e Supply r Y e a r , zdjust-menta of billing hall be made in accordance with Section 209 hereof. If the Participant pays

less than the full amount due with respect to a Billing Statement, the partial payment so re- '.

ceived shall be applied first in discharge of the Participant's obligation to pay its Entitrement Share of the Annual Project Cos's as provided in this ArticIe I11 before any funds from such partial payment a r e applied to, the discharge of the Participzqt's obligations under the p m visions. of Article IV hereof. .

(e) A t such times as the Authority issues additional Bondn in accordaxe with the pro-visions of Article V, hereof, the Authority wilI increase such eIements of Annual Project Costs as e r e necessary and the Participant shall pay its Entitlement Share of such incressed c h a r g e purauent to the provisions of Section 307 hereof.

Section 307. Project Entitlement and Payment Obligdions.

(a) T k e participant shall be entitled to receive its ~ntitlernentS h v e of themoutpatand transmission services of the Project and of all' sentices provided by the Authority in ac-cordance with the provisions of Section 303 hereof, as may be available for the useful H e or^ the Project. .

(b) The Participant shall pay its Entitlement Share of Annual Project Costs set forth in the monthly Billing Statements submitted by the Autl..orib to the Participant in accord-ance with the provisions of Section 306 hereof, whether or not the Project or any part there-of has been completed, is operating or operable or its output is suspended, interrupted, in-terfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject t o reduction whether by offset or otherwize and shall not be condition-al upon the performance or nonperformance by any party of any agreement for any cause whatever.

Section 308. Determhation of Participant'e Entitlement Shares of. Transmission Srsfem Fa-cilities Included in -thc Project.

(a) With resject to transmission system facilities included in the Project, the Entitl*

ment Share for each Participant to be d e b m i n e d by the Authority for each Power Supply Year shall be the percentage al!ocable to the Participant of the transmission services provided by the Authority and of the costs incurred by the Authority relating t o such transmission WS-tern faciIities as are acquired by the Authority from time to time for the term of this Contract through participation i n a n integrated transmission system agreement with other utilities.

Such psrcentage shall be determined by the Authority by dividing the average of the onehour integrated coincident system demands for Bulk Power Supply provided by the Authority t o such Participant during each month of such Power Supply Year by the average of the o n e hour integrated coincident system demands of total Eulk Power Supply provided by the Au-thority to all of the Participants during ezch month of such Paver Supply Year and expressing the resuIt a9 a percenbge so that, when all of such Entitlement Shares so computed by t h e Authority are added together, their sum shall be one hundred. F o r the purposes of such corn-.

putation, the one-hour interval shall be the hour during which there shaIl occur the maximum one-hour integrnkd coincident system demands of total Bulk Power Supply provided by t h e Authority to all of the Participants.

(b) In the event the Authoritg assumes responsibility for transmission of the Partici-pants' alIotments of S E P A power pursuant to arrangements for which provision is made in Scctions 803 and 804 hereof, and such responsibility results in a n increase in the investment in and annuaI operating costs of such transmission system facilities, the Entitlement Share f o r each Participant to be determined by the Authority f o r each Power Supply Year shall be the percentage allocable to the Participant of the transmissiop senrices provided by the -4u-

thority and of the costa incurred by the Authority relating to such increased responiibility.

Such percentage shall be determined by t l e Authority by dividing the average of the one-hour integrated coincident system demands of such SEPA power plus the dernands of Bulk Power Supply provided by the Authority to such Participant during each month'of such Power Sup-ply Year by the average one-hour integrated coincident system demands oi SEPA power and demands oi .total Bulk Power Supply provided by the Authority to all of the Participants during

,the same one-hour interval of each month of such Power Supply Year and expressing the re-sult 2s a percentage so that, mhen all of such Entitlement Shares so computed by the Authority are added together, their sum shall be one hundred. For the purposes of .such computation, the one-hour interval shall be the hour during which there shall occur the maximum one~hourinte-grzted coincident system demands of SEPA power and demands of total Eulk Power Supply provided by the Authority to all of the Participants. . .

(c) Such Entitlement Shares of transmission system facilities included in the Project shall be estimated by the Authority prior to the beginning of any Power Supply Year and such estimates 'shall be set forth in the Annual System Budget. Rehisions of such estimated Entitlement Shares shall be made by the Authority at the end of such Power Supply Year based upon such system demands as actually eqerienced and the billings for. such Power Sup-ply Year shall be adjusted by the Authority accordingly. . ,

Section 309. Pledge of,Payrnents.

All payments required to be made by the Pzrticipant pgrsuant to the provisions of this

~ r t i c l e111, and all other payments attributable to the Project or to the Annual Project Costs to bz made in accordance with or pursuant to any other provision of this Contract, shall be pledged to secure the papment . . of the Authority's Bonds.

Section 310. Pa)ment as Operating Expense.

' So long rs electric power and energy shall actually be received by a Participant from any facility or facilities of the Project, the Participant's Entitlement, Share of Annual Project Costg shall be paid by the Participant as a cost o'f purchased electric power and energy for Participant's electric system and as an expense of operation and maintenance thereof. .

section 311. Crdits to Annual ~ r o j e cCost.

i The Authority may, pursuant to the Schedule of Enticement Shares and participation in anintegrated transmission system agreement with others, for which provision is.made in Sec-tion 302 (c), hereof, sell the output and services of facilities included in the Project to other utilities. The anticipated proceeds from such sale shall be estimated in the Annual System Budget, and any net revenues actually received by the Authority as the result of such sales to other utilities during af;y month of the Power Supply Year shall be credited to the Partici-pants in proportion to their Entitlement Sharcs in the monthly Billing Statement f o r the ...

foUowing month.

S ~ t i o n312. Sale of Excess Participant's Entitlement Share.

In the' event the Participant shall determine that all or any part of the Participant's

' ~ntitlementShare of the output and services of the generating facilities of theProject are in excess of the requirements of the Participant, the .Authority may sell and transfer for any period of time all or any part of such excess output and services to such other Participants as shzll agree to take such ~ x c e s soutput and services, provided,. however, that in the event the other Participants do not agree to take t h t entire amount of such excess,. the Authority

shall have the right to dispose of such excezs to other utilities. If all or any portion of euch excess of the Participant's Entitlement Share of output and services is sold pursuant to this section, the Participant's Entitlement Share shall not be reduced, and the Participant shall remain liable to the Authority to pay the full zmount of its Billing Statement as if. such sale had not been made; =cept that such liability shall be discharged to the extent that the Authori-ty shall receive payment for such excess output and services from the purchaser or purchasers thereof.

ARTICLE IV SUPPLEMENTAL BULK POmR SUPPLY ARRANGEMENTS Section 401. Supplemental Bulk Power Supply Provided by the Authority.

The Authority will provide or cause to be provided to the Participant its Supplemental Bulk Power S u p p l ~during each month of each Power Supply Year. Such Supplemental Bulk Power Supply may include, but shall not be'limited to, partial and full requirements f i r m power purchases, and unit power service, firm and nodirm czpacity and energy service,

. transmission service and other interchange service made available as a result of transac-tions with other utilities. The costs to the Authority of electric power and energy purchased by t h e Authority from other utilities based upon tariffs filed by such other utilities with t h e Federal P o ~ ~ Commission er will be directly reflected in the monthly Billing Sbtement t o the

. Participant. Such monthly Billing Statement tviil include a credit f o r such delivery point transmission facilities as a r e owned, finznced, or operated by the Participant. ..

Section 402. Charges f o r Supplemen.ta1 ~ " l kPower Supply.

( a ) The Authority will establish fair and nondiscriminatory charges for all services provided by the Authority to the Participants relating to the Supplemental Bulk Power Sup-ply of the Participants designed to recover all of the Authority's costs of acquiring, financing, operating 2nd maintaining such Supplemental Bulk Power Supply as such costs are set f o r h in t h e Annual System Budget or a n y amended Annual System Budget adopted by the Au-thority pursuant to Section 202 hereof, and such costs shall include Annual SupplementaI Costa as defined in Section 102 (c) ,hereof ;and (b) The Authority shall bill t h e Participant each month during each Power Supply Year by providing the Participant wi'th a Billing Statement according to the charges established pursuant to the pro)tiaions of .this Section 402, for the services supplied to the Participant by ,

the Authority as set forth in Section 403 hereof, and f o r the costs incurred by the Authority a3 set. forth in this Section 402, and such bill shaU be paid by the Patticipant on or before the ' .

tenth day irom the date thereof. Amounts due and not paid by the Participant on or before said day shall bear an additional charge of one and one-half percent per month until the amount due is paid in fuI1. A t the end of each Power Supply Year, adjustments of billings shall be made in accordance with the provisions 6f Section 209 hereof.

Section 403. supplemental Bulk Power Supply T&en by the Participant:

The Participant shall take all of i'ts Supplemental Buk Power Supply from the Authority and shall pay to the Autllority the Participant's Proportionate Share of -9nnual Supplemental Costa set forth in the monthly Billing Statement submitted by the Authority t o the Partici-pant

Section 404. Alternate Supplemental Bulk Power Supply Resources.

If the Participant desires to procure an alternate source of supplemental bulk power e u p ply other than that provided by the Authority, the Participant may do so under the following terms and conditions :

(a) I n no event will the Participant's Entitlement Share of the Project be reduced, and the Participant will continue to be obligate4 to pay its Entitlement Share of Annual P r o j e t Costs; . .

(b) The Participant will enter into an interconnrction agreement with the Authority for reserves, emergency, economy, scheduled and other interchange service, the terms and condi-tions of which will be similar to those contained in interconnection arrangements between the Authority and o t h ~ r ;aand (c) The participant will give notice to the Authority of its intention ta procure such alternate source which will relieve the Authority from its obljgation to provide service equiv-alent to such alkrnate source. Such notice will be at Ieast the follonring:

(1) TWO years if such alternate source equals 20% or less of Participant's total peak demand less SEPA power and Participant's Entitlement Share of the output and services of the generating facilities of the Project; (2) Three years if such alternate sources equals more than 20 70 but not greater than 30% of Participant's total peak dimand less SEPX power and Participant's Entitlement Share of the output and services of the generating facilities included in the Project; (3) Five yenrs if sucb alternate source equals more than 30% but not greater than 40% of Participant's t o k l peak demand less SEPA power and Participant'H Entitlement

. Share of :he output .and services of the generating facilities of the Project; (4) Seven pears if such alternate source equals more than 40 % but not greater than 60% of Participant's total peak demand less SEPA power and Participant's Entitlement' Share of the output and services of t h e generating facilities of the Project; (5) Nine years if such alternate source equals more than 60% of partici*antls total peak demand leas SEPA power and Participant's Entitlement Share of the output and services of the generating facilities of the project;'

Provided, however, that the Authority and the Participant may mutually agree ta a notice shorter than any of those provid&.zbove if no burden or cost would be imposed upon the Authority as the result of such shorter notice.

Section 405. Interconnection Arrangemen&.

The Authority .and the Participant may mutually agree to enter-into interconnection ar-

. rangements for r.=erves, emergency, economy, scheduled 2nd other interchange service for .

generation and transmission facilities owned by the Participant on the effective date of this Contract, the term3 and conditions of which arrangements shall not be inconsistent w i t h t h e provision3 of this Contract .

ARTICLE V ADDITIONAL BONDS Section 501. issuance of Additional Bonds.

(a) Additional Bonds may be sold and issued by the Authority in accordance with the pro-,isions of the Bond Resolution at any time end from time to time in the ev.eat, f o r any

reason, the p r o c d s derived from the sale i f the Bonds first validated pursuant to the pro-visions of the Act and of this Contract shall be insufficient for the purpose of completing t h e initial facilities of the Project and placing each facility thereof in Commercial Operation in-cluding the completion of those transmission system facilities to be acquired and constructed by the Authority prior to the commercial Operation Date of the last of the gengating'facili-ties of the Project be completPd in order to meet the Authority's investment r e s p o ~ i b i l i t y

'during such period in connection with any agreement for an integrated transmission system to which the Authorib may be a party in accordance with the provisions of .Section 302 hereof.

(b) Additional Bonda may be sold and issued by the Authority in accordance with the pro-visions of the Bond Resolution a t any time and from time to time in the event funds a r e re-quired to pay the cost of (i) any major renewaIs, repIzcemenb, repairs, additions, better-ments, or improvemenh, to the Project necessary, in the opinion of the Consulting Engineer, to keep the Project in good operating condition or to prevent a loss of revenues therefrom,

. (ii) any major additions, improvements, repairs, or modificatiom to the Project, or any de- .

comrnissionings or disposals of the Project, required by any governmental agency having jurisdiction over the Project or for which the Authority shall be responsible.by virtue of any obligation of the Authority arising out of any contract to which the Authority may be a party re!ating to omnership of the Project or any facility thereof, or (iii) reIoad fuel for each gener-ation facility of the Project in any Power Supply Year to the extent that sufficient funds are not available in any reserves established by the Authoribfor Fuel Costs; provided however, thzt no such additional Bonds may be issued for the purpose of adding additional generating units to the Project

. (c) A t ruch time funds may be reiuired to provide funds in e s c u s of those provided from the sale of the Bonds first validated pursuant to the Act and this Contract to meet the Authority's investment responsibility in connection with the agreement to which the AutKori-ty may be s party providing for en integrated transmission system, in accordance with the provisions of Section 302, hereof, the Authority .may provide such funds a3 may be necessary therefor by the iosuance of additional Bonds.

(d) Any such additional Bonds shall be secured by zssignment of the payments to be made by the Participants pursuant to the provisions of Article 111 of the Power Salea Con-tracts, including payments required to be made under Article 111 of this Contract, and all oth-er payme-nta attributable to the Project or to the Annual Project Costs to be made in accord-ance with or pursuant t4 any other provision of this Contract, and such other Power Sales Contracts, as such payments may be increased and extended by reason of the issuance of such additional Bonds, and such additional Bonda may be issued in amounts sufficient to pay the full amount of such costs and sufficient to provide such reserves as may be reasonably de-. .

terrnined by the Authority to be desirable. Any auch additional Bonds issued in accordance with the provisions of this Section 501 and secured by assignment of payments to be made in accordance with the provisions of this Section, may rank pari passu ss to the security af- .

forded by the provisions of this Contract and of all other Power Sales Contracts between t h e Authority and the Participants relating to the Project and to the issuance of Bonds therefor with all Bonds theretofore issued pursuant to and secured in accordance with the provisions of this Contract.

Sedion 502. h u a n c e of Refunding Bonds.

In the event the Annual Project Costs to the Participants of electric power and energy from the Project may be reduced by the refunding of any of the Bonds then outstanding or in the event it shall otherwise be advantageous, in the opinion of the Authority, to refund any Bosds, the Authority. may issue and sell refunding Bonds t4 be secured by assignment of the paymenb

t o be mrde by the Participants pursuant to the provisions of Micle III of the Power sales Contracts, including payments required to be made under Article UI of this Contact, and all other payments attributable to the Project or to the .4nnual Roject Costs to be made in accor-dance with or pursuant to any other provisian of this Contract and such other Power Sales Contracts. Any such refunding Bonds issued in accordance with the provisions of this Section and secured by assignment of such payments may rank pari passu as to the security afforded by the provisions of this Conhact 2nd of all other Power Sales Contracts between the Authority and the Participants relathg to the Project and to the issuance of Bonds therefor with all bonds thereto-fore issued pursuant to and secured in accordance with the provisions of this Contract.

Section 503. Adjustment of Annual'Project Costs.

In the event the p r o c ~ c sderived from the sale of any Bonds issued pursuant to the pro-visions of this Contract, the payment of which is secured by assignment of payments made pursuant to the provisions of this Contract and of all other Power Sales Contracts between the Authority and the Participants relating to the Project and to the issuance of Bonds there-for, exceed the aggregate amount required for the purposes for which such Bonds were is-

.sued, the m o u n t of such excess shall be used to make up any deficiency then existing in any fund or =count under the Bond Resolution in the manner therein provided, and any balance shall be used to retire, by purchase or call and redemption, Bonds in advance of maturity, and in such event the Authority will reduce such elements of Annual Project Costs as are necessary and appropriate to reflect such accelerated retirement ARTICLE VI DEFAULT Section 601. Event of Default.

Failure of the Participant to make to the Authority any of the payments for which pro-vision is made in this Contract shzU constitute a default on the part of the Participant.

Section 602. Continuing Obligation, Right.to Discontinue Service.

In the event of zny such default, the Participant shall not be relieved of its liability f o r payment of the amounts in default, and the Authority shall have the right to recover f r o m t h e Participant any amount in default In enforcement of any such right of recovery, the Au-thority may bring any suit action, or proceeding in law or in equity, including mandamus'and action f o r specific performance ai may be necessary or appropriate to enforce any covenant, agreement or obligation to make any payment for which provision is made in this Contract against the Participant, and the,Authority may, upon sixty days written notice to t h e Par-ticipant, c e u e and discontinue providing all or zny portion of the Participant's Bulk Power Supply. '

Section 603. Levy of Tax for payment.

In the event of such default by the Participznt, the Participant shall provide for . ~ as- e sessment and .collection of an annual tax sufficient in amount to provide funds annually t o make all payments due under the provisions of this Contract in each year over the remainder of the life of t)ris Contract and the Authority shall have the right to bring any suit, action, o r proceeding in law or in equity, including mandamus and action for specific performance, to en-force the assessment and collection of a continuing direct annual tax upon all the taxable property within the boundaries of such Participant sufficient in amount to provide such funds annually in e e h year of the reraainZer of the life of this Cantract

Section 604. Transfer of Power and Energy Pursuant to DefauIt.

In the event of a default by a Patticipant, the Authority shall transfer, on a pro rata basis ta all other Participants which are not in default, the defauIting Participant's E n t i t l e meat Share of the output and sersices of the Project which shall have been discontinued by reason of such default, and the pro rata portion of ~uchEntitlement Share of the default-ing Participant so transferred shall become a part of and shall be added to the Entitlement Share of each such tranaisree Participant, and the trznsieree Participant shall be obligated to pay for iis Entitlement Share, increased as aforesaid, as if the Entitlement Share of the transferee Participant, increased as aforesaid, had been stated originally as the Entitlement Share of the transferee Participant in its Power Sales Contrect with the Authority, provided,

. however, that in no event shall any transfer of any part of a defaulting Participant's Entitle-ment Share result in an obligation of a transferee Participant to buy output and services of the Froject from the Authority in tzxcess of fifty percent of the most recently established max-imum annual hourly peak demand of such transferee Participant and provided, further, that the obligation of the defaulting Participant to pay the Authoritp shall be reduced t o the extent that payments shall be received by the Authority for that portion of the defaulting Earticipant's Entitlement Share which may be transferred eforesaid.

S ~ t i o 605.

n Other.Default by Participant.

I n the event of a failure of the Participant. to establish, maintain, or collect rates or charges adequate to provide revenue sufficient to enabte the Participant to pay all amounts due to the Authority under this Contract or in the event of a failure of the Participant ta take from the ~-utho'ntyits Bulk Power Supply in ,accordance with the provisions of this

'Contract, or in the event of any default by the Participant under any other covenant, agree- '

ment or obligation of thh Contract, the Authority mzy bring any suit, ection, or proceeding in law or in equity, including.mandamus, injunction end action for specific ,performence,, as may -be necessary or appropriate to enforce any covenzn't, agreernent or obligation, of this Contract against the Participant.

Section 606. Default by Authority.

In the event of any default by the Authority under sny covenant, a.geement or obligation of this Contract, the Participant may bring any suit, action, or proceeding in law or in equity, including mandamus, injunction, and action for specific performvlce a~ may be necessary or appropriate to enforce any covenant, agreement, or obligation of'this Conkact qainst the Authority.

Section 607. Abandonment of Remedy.

In case any proceeding tzken,on account of any default shall have been discontinued or abandoned f o r any reason, the parties to such proceedings shall be restored to .their former positions and righb hereunder, respectively, and all rights, remedies, powem, and duties of the Authority and the' Participant ahall ccntinue e3 though no such proceedings had been taken.

AFLTICLE VII W S C E L L W O U S GENERAL PROVISIONS Section 701. Character and Continuity of Service.'

(a) The Authority may temporarily interrupt or reduce deliveries of electric energy to the Participant if the Authority determines that such interruption o r reduction is necessary in c u e of emugenciea or in order to install equipment in or make repzirs to or replacements,

inv~tigations,and inspectiom of o r to perform otber maintenance work on itr generaiion or transmission facilities and related apparatuses. After informing the Participant regarding m y such planned'interruption or reduction, giving the reason therefor, and stating the prob-able duration thereof, the Authority will ta the best of its ability schedule such interruption

. o r reduction a t a time which will cause the least interference with the operations of the Participants.

(b) The Authority shall not be required t o .provide, or be liable for failure t o provide, a&ce under this Contract when such failure dr the cessation or curtailment of or inter-ference with the service is czused by UncontroIlable Forces or, with respect to the services to be provided for SuppIemental Bulk Power Supply, is caused by the failure or refusal of any other bulk powu supplier to enter into reasonable contracts with the Authority or by the inability of the Authority to obtain any required governmental approvaIs to enable t h e Au-thority to acquire or construct any facilities.

Section 702. Metering. .

(a) .The Authority reserves the right to provide for inztallation of meters and will pro-vide or cause to be provided all necessary metering equipment for determining the quantitp and conditions of the supply of electric power and energy delivered by the Authority under this 'Contract; provided however t h a t the Participant may a t its own cost .install additional metering diuipment to provide a-check on t h a t of the Authority. The Participant shall supply without cost to the Authority a suitable place for installing the Authority's metering equip-ment.

(b) If any meter used for billing fails t o register or is found.to be inaccurate, t h e Au-thority shall repair or replace such meter o r cause it to be repaired o r replaced, and an appropriate billing shall be made to the Participant by the Authority based upon the best information available for the period, not exceeding sixty days, during which no metering oc- .

curred. Any meter tested and found to be not.rnore than two percent above or below normal shall be considered accurate insofar as correction of billings is concerned. If, as .a result of any test, a meter is found to register in escess of two percent above'or below normal, then the reading of such meter previously taken for billing purposes shall. be corrected f a r t h e pegod during which i t is established the meter was inaccurate, but no correction shall be made for any period beyond sixty days prior t o the date on which an inaccuracy is discovered by such test. ..

(c) In addition t o such testa' as are deemed necezsary by the Authority, the Authority ahall have any meter tested. a t any time upon written request of the Participant and, if such meter proves accurate within two percent above'or below normal; the e-upense of such test aha1 be ,borne.by the Participant.

(d) The duthority shall notify t h e participant in advance of the time of any meter teat

. 60 that .a representative of t h e Participant may k present.

Section 703. Power Deliveries. '

Power and energy furnished to t h e Participant inder this 'contmct shall be in th; form of three phase cument, alternating a t a frequency of approximately 60 Hertz.

Section 704. Liability of Partieg.

The Authority and the Particjpant shall assume full r~sporlsibilityand liability for the maintenance and operation of their respective propertia and each a h d l indeanify and save hamless the other from all liability and expense on account of any and all damages, claims,

or actions, including injury to or death of persons arising from any act or accident in con-nection with the installation, presence, maintenance and operation of the property and e q u i p merit of the indemnifying party and not caused in whole or in part by the negligence of t h e other party; provided that any liability which is incurred by the Authority through the oper-ation and maintenance of the Project and not covered, or not covered sufficiently, by insur-ance shall IE paid solely from the revenues of the Authority, and any payments made by t h e Authority to satisfy- such liability shall become part of the Annual System Budget.

Section 705. Other T.erms and Conditions.

Service hereunder shall be in accordance with such other terms and conditions as a r e established as part of the Authority's service rules and regulations, which shall not be in-consistent mith the provisions of this Contract.

Section 706. Assignment of Contract.

(a) This Contract shall inure to the benefit of and shall bebinding upon the respective .

successors and assigns of the parties to this Contract; provided, however, that except as pro-vided in the event of a default, and, evcept for the assignment by the Authoriiy authorized hereby, neither this Contract nor any interest herein shall be transferrd or assigned by either party hereto except with the consent in m i t i n g of the other party hereto, provided, bowever, that. such consent shall not be withheld unreasonably. No assignment o r transfer of this Contract shall relieve the parties of any obligation hereunder.

(b) The Participant acknowledges and agrees that the Authority may assign and pIedge to'the Trustee and Co-Trustee designated in the Bond Resolution a l l its right, title, and in-terest i n and to all payments to be made t o the Authority under the provisions of Article III of this Contact and all payments attributable to the Project or to t h e ' h u a l Project Costs t o be made in accordance with or pursuant to any other provision of this Contract as security f o r the payment of the principal (including sinking fund installments) of, and premium, if any, and interest on all the Bonds, and, upon the eyecution of such assignment and pledge, such Trustee shall have a11 rights and remedies herein provided to t h e Authority, and a n y reference berein t o the Authority shall be deemed, with the necessary changes in detail, to incIude such Trustee which shall be a third party beneficiary of the covenants and agree-ments of the Participant herein contained.

Section 707. Termination or Amendmat of Contract.

(a) This ontr tract shall not be terminated by either party under any circktancei, whether based upon the default of the other party under this Contract or any other instru-ment or o t h e ~ s except e as specifically provided i n this Contract.

'(b) This Contract shall not be amended, modified, or otherwise altered in any maMer that w ill .adversely affect the security for the Bonds afforded by t h e provisions of this Can-tract covering the purchase and sale of power hereunder upon which the omera from time to time of the Bonds shall have relied as an inducement to purchase and hold t l e Bonds. So long as any of the Bonds are outstanding or until adequate provisions for the payment thereof have been made in accordance with the provisions of the Bond Resolution, this Contract shall not be amended, modified, or otherwise altered i n any manner which will reduce the pay-ments pIedged as security for the Bonds or extend t h e time of such payments provided here-i n or which will in any manner impair or adversely affect t h e rights of the owners e a r n time to time of the Bonds.

(c) None of the Power Sale ~ontracts-maybe amended as to any one or more Participants

BO to provide terms and conditions different from those herein contained except upon wiit-ten notice to and written consent or waiver by each of the other Participants, and upon similar amendment being made to the Power Sales Contract of any other Participant requesting such amendment after receipt by such Participant of notice of such amendment FUTUIlE PROJECTS UNDERTAKEN BY THE .AUTHORITY S e d i ~ n801. Future Projects.

The AuthoritY may from time to time conduct studies and negotiations with respect to planning, designing, financing, constructing, administering, operating, .and maintaining or otherwise acquiring future generation and transmission facilities or rights to the output thereof in addition to those contemplatd. for the Project, and may make recommendations to t h e Participant that such future facilities be undertaken by the Authority. If the Participant wishes to participate in and the ~ u t h o r i twishes

~ to undertake any such future facilities, the Participant shall execute a contract therefor with the Authority.

Section 802. Future Participants.

It is e~piesslyunderstood that nothing herein shall preclude other future participants from contracting with the Authority for planning, procuring, and providing such other fu-ture participants' bulk power supply, including qarkicipation in other projects undertaken by the Authority. . '

Section 603.: Changes i m ~ r i s t & gSEPA Arrangements. .. . .

The Authority may negotiate bullc power supply arrangements with the Southeastern .

Power Administration and the Georgia Power Company for changes in the currently existing contracts between the Participants and Southeastern Power Administration and between Geor-gia Power Company and Southeastern Power Administration which .changes' are for the cx-pressed purpose of lowering the ParticipantsJ overall bulk power supply costs by acquisition by t h e Participants of their full lawful allotments of Southeastern Power.Administration power. If such e - r e s s e d purpose is ~chievedand the Authority wish= to: undertake such arrangements, the Participant may execute a contract therefor with the Authority in. which .

t h e Participant may assign its allotment of Southeartern.Power Administration . power to t h e .

Authority for delivery by the Authority to the Participant. -

Section 804. Other SEPA Arrangements. .

The Authority may negotiate other bulk power supply arrangements with the Southeast-ern Power Adzhinistration relating k~other p r o j d of the Southeastern Power Adrainistra-tion not nom included in the currently ~ u ' s t i n 'contracts

~ between the Participants and the Southeastern Power Administration for acquisition by the Participants of their full Iawful ..

allotment of such other projects. The Participaat may assign i t allotment of such other projects to the Authority for delivery by the Authority to the Participant' Section 803. ,Allocation of Costs.

Until the Authority shall undertake a future pioj& or until the provisions of Sections 803 or 804 hereof relating to SEPA anangeme& are implemented, all operating and main-taance costa related to the operating and conducting of the business of the Authority shall be treated as.Annual Project C o s t and, upon the undertaking by the duthority of a future project or upon implementation of the provisions of Sections 803 or 804 hereof, the kuthori-

ty shall allocate an appropriate ahare of ik adminisbative and general expense to q c h futura project and such' arrangements under Section 803 and 804.

ARTICLE IX SEVERABILITY I n case any one or more of the provisions of this Contract shall for any reason be held to be.illeg'a1 or invalid by a court of competent jurisdiction, it is the intention of each of the parties hereto that such illegality or invalidity ehall not affect any other provision here-

. of, but this Contract shall be construed and enforced as if such' illegal or invalid provision had not been contained herein, and this Contrsct shall be construed to adopt, but not to en-large upon, all the applicable provisions of said Act, and all the applicable provisions of the Constitution and general. laws of Georgia, and, if any provisions hereof conflict with any .

applicable provision of said Conztitution or-.lawa;the latter as adopted. by the legislature and as interpreted -by the court8 of this state shall prevail in lieu of any provision hereof in con-flict or not in harmony therewith.

IN WITNESS mEREOF, the 3funicipal Electric Authority of Georgia h a s . caused this Contract to be executed in its corporate name by ita duly authorized officers a d , by the execution hereof i t is acknowledged that payments made under this Contract may be =signed, as provided in Section 706 (b) hereof, by the Authority to the Trustee and Co-Trustee t o be designated in any Supplemental Bond Resolution as security for the payment of all Bonds of the Authority, as set forth in said Section T O G @ ) hereof, and the Authority has caused its

.corporate seal b be hereunto impressed and attested; the Participant has caused this Con-tract' t o k executed in its corporate name by i t s , duly authorized officers and its corporate seal ta be hereunto impressed and attested, and delivery hereof by the Authority ta t h e Par-ticipant is hereby acknodedged, all as of t h e day 2nd year first above -mitten.

MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA BY: ...............................:....

CHAIRMAN ATT : ............................ ... . . . . .

SECRETARY-'IREMUEEX BY: .........;................ 1. ..........

MAYOR ATT : ...................................

QLERG:

DESCRrPTION OF PROJECT Initial Facilities. .

The initial facilities of t h e Project 'shall be the following:

I. Initial Electn'c Generation and Related Transmission F a c i l i t i ~Induded In The P r o j e c t (a) PIant Hatch. . .

A seventeen and seven-tenths percent undivided inkrest in the two 807 MWe nominally rated nuclear geneding units ta be known as the Edwin I. Hatch ~ u c l e a rUnits, Numbers One and Two, (individually designated as Hatch Unit No. 1and Hatch Unit No. 2 and collectively designated as Plant Hatch) t o h located nerr Baxley in Appling County, Georgia, including for such units (i) land delineated and described in the records of the Clerk of the Superior Court of

-4ppling County, Georgia, in Plat Book 8, page 35,and in the records of the Clerk of the Superior Court of Toombs County, Georgia, in Plat Book 11, page 84, and all land rights perkining

. thereto, (ii) the nuclear power reactors, the turbine-generators, the buildings housing the same, ttie associated a ~ x i l i d e sand equipment, and the related tranimission facilities all as more parti-cularly described in the Application, and amendments thereto, by the Georgia Power Company before the Atomic Energy Commission in Docket Nos. 50-321 and 50-366 and the Preliminary S d e t y Analysg Report, and amendments thereto, which constitute a part of such Application, (iii) inventories of materials, supplies, fuel, tools and equipment for use in connection with Plant Hatch, and (iv) the Plant Hatch Railroad delineated and described in the records of t h e Clerk of the Superior Court of Appling County in Plat Book 8, pages 36, 37, and 38.

A thirty percent undivided interest in the two 1150 W e maximum rated nuclear generating .

units to be known as the Alvin W. Vogtle Nuclear Units, Numbers One and Two (individually designated as Vogtle Unit No. 1 and Vogtle Unit No. 2 and coUectively designated as Plant Vogtle) to be located near Waynesboro in Burke County, Georgia, including for such units (i) l a d delineated and described in Georgia Power Company Map File M-5-3, to be recorded in the records of the Clerk of the Superior Court of Burke County, Georgia and a l l Land rights pertain-ing thereb, (ii) the nuclear power reactors, the turbinegeneraton, the buildings housing the same, the associated auxiliaries and equipment, and the related transmission facilities all as more particulsrly described i n the Application, and amendments thereto, by the Georgia Power Corn-pany before the Atomic Energy Commission in Docket Nos. 50-424 and 50-425 and t h e Re-liminary Safety Analysis Report, and amendments thereto, which constitutes a part of such Application, and (iii) inventories of materials, supplies, fuel, tools and equipments for use in connection with Plant Vogtle, provided, however, in the event for any reason Bonds are n o t issued for that portion of the Roject designated as Plant Vogtle, the facilities described in this subparagnph (b)shall not be a part of the Project.

(c) Working Capita.

Working Capital required by t h e Authority during cohtruction of the R o j e c t and for the placing of the Project i n operation-for providing Bulk Power Supply, .including Supple-

'mental Bulk Power Supply, t o all t h e Participants..

11. Initial Trammission Facilities Inclided In The Fmject.

Those tra~misaicrnfacilities to be acquired and conatmcted by the Authority during the time prior to the Commercid Operation Date of the last of the generating facilitia of the Project to be completed in order to meet its investment responsibility during such time in connection with any agreement for an integ~atedtransmirsion system to which the An-thoritr may be a party in accordance'with the provisions of Section 302 of the Contract.

Additional Facilities. . .

The additional facilities of the Project ehall be those additions and improvements ta the electric generition and related transmission facilities and to the transrnisaion system facilities of the Project provided for in clauses (i), (ii) and (iii) of Section 102 (s) of the Contract SCHEDULE OF E N ~ T L E 3 i E SHARES.

~

I. PARTICIPANTS' ENTITLEMENT SHARES OF nm OUTPUT AND SERVICES OF THE GENERATING FACILITIES (INCLUDNGRELAmD TRANSUSSION FACILITLES)

INCLUDED IN THE PROJECT The Participants' .Entitlement Shares of the output and services of the. generating facili-ties (including related transmission facilities) of the .Project, which Roject include; a seven-teen and s e v e ~ t e n t h spercent undivided interest in Plant Hatch and a thirty percent undivided interest in Plant Yogtle both of which '+.re more particularly described in the'Description of

, Project, and of the services provid,ed by the Authority in accordance with the provisions of

,Section 303 of t h e Contract, shall for each Participant be those Entitlement Shares s e t forth in the following schedule: ' .

Entitlement Entitlement Enti tlcment Initial Share Af tcr S h u t After Share After

&ti tlcment Fht Saood Third Participant Share Adlustment Adjustment Adjrrrtment 70 50

.ACTYORTB ADEL '

ALBANY BARNES.VlLLE BLAEXLY TOWNOF BRINSON BUFORD C-MRO CALXOUN CAhff LLA CARTERSVILLE COLLEGE PARK COM3JXRCE COVIHGTON , .

CRISP COUNTY DOERUN DOUGLAS EAST POINT ELBERTON

ELLAVILLE 0.247 FAIRBURN 0.544 FITZGERALD 2.329 FORSYTH . 0.932 FORT VALLEY 1.647 G R ~ L L E : 0.090 GRIFFIN 3.600 HOGANSVILLE 0.331 JACKSON 0.542 UIFAYEITE 1.639 L A GRANGE 4.330 LAWRENCEVILLE 1.527 MANSFIELD 0.051 MARIETTA 10.551 MONROE 1.508 MONTICELLO 0.367 MOULTRIE 2.989 NEWNAN 1.609 NORCROSS 0.583 PALMETTO , 0282 QUITMAN 0.747 SANDERSVILLE 0.887 SYLV.4NI.4 1.757 SYLVESTER 0.944 THOUSTON . 1299 THOMASVILLE 5.788 WASHINGTON 1.018 WEST POINT 0.561

' WHIGHAM 0.08 6 TOTAL . 100.000 The Initial Entitlement Share set forth above shall be the Entitlement Share for t h e ..

period commencing with' the Commercial Operation Date of Batch Unit No. 1 and ending with the Commercial Operation Date of Hatch Unit No. 2 or.December 31, 1978, whichever is the earlier.

The ~ntitlementShare Aiier Fint Adjustment shall be the Entitlement Share for the period commencing with the Commercial Opera-tibn Date of Hatch Unit No. 2 or January 1; 1979, whichever is the earlkr, and ending with the Commercial Operation Date of Vogtle Unit No. 1 or December 31, 1982, whichever is the earlier.

The Entitlement Share After Second Adjustment shall be the Entitlement Share for

.the period commencing with the Commercial Operation Date of Vogtle Unit No. 1or January 1, 1983, whichever is the earlier, and ending with t h e Commercial Operation Date of Vogtle.

Unit No. 2 or December 31, 1983, whichever is the earlier.

The Entitlement Share After Third Adjustment shall b e the EntitIement Share for the .

period commencing with the Commercial Operation Date of Vogtle Unit No. 2 or January I, 1984, whichever i s the earlier, and ending with the last day of the term of the Contract;

~rovidedhowever, that in the event Plant Vogtle is not constructed, the Entitlement Share Mtei Second Adjustment and the Entitlement Share After Third Adjustment shall not be applicable, and the Entitlement Share After First Adjustment shall apply for the period commencing with the commercial Operation'Date of Hatch Unit No. 2 or J a n w 1,1979, whichever is the earlier, and ending with the last day of the term of the Conkact; and provided further that ,the Authority, in accordance with 'the provisions of Section 311 of the Contract, will sell the output and services of such undivided interests in Plant Hatch and Plant Vogle to Georgia Power Company in accordance with the following schedules:

(a) Hatch Unit No. 1and Hatch Unit No. 2.

Perecnhge of Output and Scrrices T o ba Sold b p o w e r Supply Year G r Power Co.

That Portion of the Power Supply Year Remaining After the Commercial Operation Date of a Unit of the Project 60.0 5 First Full Power Supply Year Following Commercial Operation Date Second Full Pow- Supply Year Folloving Commercial Operation Date Third FulI Power Supply Year

.FolIoving Commercial Operation Date Fourth Full Power Supply Year . -

Fogowing Commercial Operation Date Fifth Full Pomr Supply Year FoUo~&g Commercial Operation Date Sixth Full Power Supply Year Following Commercial Opeation Date Seventh Full Power Supply Year Following Cornrnercid Operation Date

(b) Vogtle Unit No. 1 and Vogtle Unit No. 2.

Percent pe of-Output and Scrricea To be Sold b P o w t r Supply Year GL Powtr Co.

T h a t Portion of the power Supply Year Remaining After the Commercial Operation . . .

Date of a Unit of the Project F i r s t Full Power Supply Year FolIowing Commercial Operation Date Second Full Power Supply Year Following Commercial Operation Date Third Full Power Supply Year Following Commercial Operation Date Fourth Full Power Supply Year Following Commercial Operation Date Fifth Full Power Supply Year Following Commerdal Opeation Date Sixth Full Power Supply 'Year Following Commercial Operation Date Seventh Full Power Supply Year Following Commercial Operation Date provided, however that for the purpose of determining the percentage of output and services.'

to be sold to Georgia Power Company, t h e First Full Power Supply Year Following Commer-cial Operation Date, with respect to Vogtle ,Unit No. 1shall be no later than the calendar year 1984 and with m g e c t to VogtIe Unit No. 2 shall be no later than the calendar year 1985, apd the percentage of output and senices ta be sold (when such output and services a i e available f o r such sale) shall be taken from the foregoing schedule f o r the appropriate year based upon t h e conclusive presumption that the Commercial Operation Date of Vogtle Unit No. 1 is no later than the year 1983 and that the. Commercial Operation Date of Vogtle Unit No. 2 is no later than the YW 1984, and provided, further, t h a t the amount of such capacity sold t o Geor-. .

gia Power Company shall not exceed 25 % 'of t h e Authority's ownership share of t h e capacity of Vogtle Units Nos. 1 and 2over the useful life of such unit.

It is understood that there shaII not be any reduction in Entitlement Shares of the Par-ticipants as a result of such s a l a of output and services t . ~Georgia Pover Companyend each . ' .

participant shall remain liable for its full Entitlement S h e except such liability shall be discharged to the extent t h e Authority receives payment from Georgia Power Company..

II. PARTICIPANTS' EXTITLEMENT SHARES O F SERVICES OF TRANSMISSION SYSTEM FAClLITIES INCLUDED IN THE PROJECT.

The participants' Entitlement Shares of Services of ?'Iansmission System Faciiities included in the ~oject'shallbe determined by the Authority during each Power Supply Year in accor-dance with the p r 0 ~ i o n Sof Section 308 of the Contract

AMENDMENT

- POWER SALES CONTRAGT Between MUNICIPAL ELECTRIC AUTHORI'Z;YOF GEORGLA THZ UNDERSIGNED PARTICIPANT ' ,

This Amendment of Contract, made and' entered into as of March 1,1976, by md between the Municipal Electric Authority of Georgia, a public body corporate and politic and a public

.. corporation of the State of Georgia, hereinafter sometimes designated as the Authority, created by the provisions of I Ga. L. 1975, p. 107, as amended, and the undersigned political subdivision of the State of Georgia, hereinafter sometimes designated as the Participant.

WITNESSETH THAT:

BE it remembered that a Power Sales Contract dated as of October 1 , 1975, has been previously executed by and between the Authority and the Participant, and WHEREAS,the parties desire to amend said Contract in certain respeds, NOW THEREFORE:

For ad consideration of the premises and the mutual covenants .md aseements herein-after set forth, it is agreed by and between the parties hereto as follows:

.Section 1. Said Power Sales Contract shall be dated as of March 1,1976.

Section 2. Section 102 (1) (3) of said Contract is deleted in its entirety and the following new Section 102 (1) (3) is substituted in lieu thereof:

"(3) acquisition of initial fuel or fuel inventory for any generation facility of the Project and working capital and reserves therefor and working capital and resents for reload fuel and addi-tional fuel inventories."

Section 3. Sectipn ,102 (n) bf srid contiact is by deletixig the word "Output" in the fburth b e thereof.

Section 4. Section 102 (0) of said Contract is deleted in its entirety and the following new Section 102 (0)is substituted in lieu thereof:

"(a) 'Fuel Costs' s h d mean all costs incurred by the Authority during any Power Supply Year that are allocable to the acquisition, processing, fabrication, transportation, delivering, reprocessing. storage, and disposal of nuclear materials and of fossil materials required for any of the generation facilities of the Project, including transfers to reserves established by.the Authori-

t y for such C O S related

~ to future Power Supply yea&, less credits related to such costs appIied as appropriate in the discretion of the Authority.

Section 6. Section 102 (s) of said Contract is deleted in its entirety and the following new.

Section 102 (s) is substituted in lieu thereof: .

"(s) 'Roject' shall mean those electric generat+on and related bansmission facilities which are identified in the Description of Project and those transmission system facilities t o which reference is made in the-Description of Roject to be acquired and constructed by the Authority during the time prior to the Commercial Operation Date of t h e last of the generating facilities of the Roject to be completed in order to meet the Authority's investment responsibility during such time in connection with any agreement for an integrated trqsmission system t o which the Authority may be a party in accordance with the provisions of Section 302 hereof, together with (i) any major renewals, replacements; rephirs, additions, betterments and improvements neces-sary, in the opinion of the Consulting Engineer, t o keep the Roject in good operating condition or to prevent a loss of revenue therefrom, (ii) any major additions, improvements, repairs and modifications to the Roject and any decommissionings or disp.osals of the Roject, required by any governmental agency,having jurisdiction over the Roject or for which the Authority shall be responsible by virtue of any ohligation of the Authority aiising out of any contract t o which the Authority may be a party relating to ownership of the Roject or any facility thereof, and (iii) working capital required by the Authority during construction of the Roject and for t h e placing of the R o j e d in operation for providing Bulk 'Power Supply, including Supplemental Bulk Power Supply, to the Participant." . .

Section 6. Section 401 of said Congact is dele'ted in its entirety and the following new Sechon,4Ol is substituted in .lieu 'thereof:

"Section 401. The Authority will provide or cause to be provided to the P.articipant its '

Supplemental Bulk Power Supply during each month of each Power Supply Year. Such Supple-mental Bulk Power Supply n a y include, but shall not be limited to, partial and full requirements power and unit power senrice, generating capacity reserve service, firm and nonfirm capacity and energy service, transmission service (including bansmission service purchased by the Authority to supplement the Participant's Entitleme'nt Share of transmission services provided by.

the Authority from those transmission systems facilities included in t'he Roject) and other interchange service mede available as a result of transactions,with other utilities. The costs to the Authority of .electric power and energy purchased by the Authority from other utilities based . .

upon tariffs filed by such other utilities with the Federal Power Commission will be directIy reflected in the monthly Billing Statement to the Participant. Such monthly Billing Statement will include a credit for such delivery point transmission facilities as are owned, financed, or operated by the Participant."

Section 7. '~ection.501(b) of said contract is deleted in iti entirety and the following new

Section 50.1 (b) is subtitute.d in lieu thereof:

"(b) ~ d d i t i o n dBonds may be sold and issued by the Authority in accordance with the provisions of the Bond Resolution at any time and from time to time in'the event funds are required to pay the cost of (i) any major renewals, replacements, repairs, additions, betterments, or improvements, to the Roject necessary, in the opinion of the ~ o h u l t i n gEngineer, t o keep.the Project in good operating condition or to prevent a loss of revenues therefrom, (ii) any major additions, improvements, repairs, or modifications to the Project, or any decommissionings or disposals of the Roject,.required by any governmentzl agency having jurisdiction over the Roject

or for which the Authority shall be r~ponsibleby virtue of any obligation of the Authority arising out of any contract to which the Authority may be a party relating to ownership of the Project or any facility thereof, or (iii) reload fuel or additional fuel inventory for any generation iacility of the Project in any Power Supply Yew to the extmt that sufficient funds are not rvrilpb& in any reserve atablished by the Authority for Fuel Costs: provided !lowever, that no such additional Bands may be hued for the purpose of adding additional generating units to the Project.

Section Section 501 (c) is deleted in the its entirety, and Section 501 (d) j6 renurnbered Section 501 (c).

Scc tion 9. The .attachment t o said Conhact en titled "Description of ~ b j e c t ' .*and "Schedule of Entitlement Sham" consisting of five pages is deleted in its entirety and the Description of Project and Schedule of Entitlement Shares attached hereto is substituted in lieu

. theieoi.

k d b n 10. Said Conbad shall remain in full force and effect except h e i n amendid. .

IN. WHEREOF, The Municipal Electric Authority of Georgia and the Partidpant have sued thie k n d c c e n t of Contract to be executqd in .their corporate names by their duly authorized officers ind their corporate seals to be hereunto irnpres~edand attested, all as of the .

day and year first above written.

CITY OF C17f / Y ~ & d c h

THIS PAGE INTENTIONALLY LEFT BLANK-DESCIUPTlON OF PROJECT Initial Facilities.

The initial facilities of the Rojed shall be the following:

1 ' Initial Electric ene en ti on and Related Transmission Facilities Included In The Roject.

(a) Plant Hatch.

A seventeen and seven-tenths percent undivided interest in the two 807 MWe nominally rated nuclear generating units to be known as the fidwin I. Hatch Nuclear Units, Numbers One and Two, (individually designated as Hatch Unit No. 1 and Hatch Unit No. 2 and colIectively designated as Plant Hatch) t o be located neat Baxley in AppUng County, Georgia, including for such units (i) land delineated and described in the records of the Clerk of the Superior Court of Appling County, Georgia, in Plat Book 8, page 35, and in the records of the Clerk of the Superior Court of Toornbs County, Georgia, in Plat Book 11, page 84, and all land rights pe+ng thereto, (ii) the nuclear power reacton, the turbine-generators, the buildings housing the same, the associated auxiliaries and equipment, and the related transmbsion facilities all as more parti-cuIarIy described in the Application, and amendments thereto, by the Georgia Power Company before the Atomic Energy Commission in Docket Nos. 50-321 m d 50-366 and the Preliminary Safety Analysis Report, 2nd amendments thereto, which constitute a part of such Application, (iii) inventories of materials, supplies, fuel, tools and equipment for use in connedion with Plant Hatch, and (iv) the Plant Hatch Railroad delineated and described in the records of the Clerk of the Superior Court of Appling County in Plat Book 8, pages 36, 37, and 38; provided, however, the Authority shall have the right and power to sell t o any one or more of the political subdivi-sions listed in the following Schedule of Entitlement Shares which shall not execute a Power Sales Cantract with the Authority such portion of its undivided interest in Plant Hatch as the Authority shall be lawfully obligated by virture of any contractual obligation of the Authority t o -

sell to such political subdivisions to satisfy the license conditions pertaining to Plant Hatch.

(b) Plant Vogtle.

A seventeen and seven-tenths percent undivided interest in the t w o ' l l 5 0 MWe maximum rated nuclear generating units to be known as the Alvin W. Vogtle Nuclear Units, Numbin One

. and Two, (individually designated as Vogtle Unit No. 1 &d Vogtle' Unit No. 2 md collectively designated as Plant Vogtle) to be located near Waynesboro in ~ u r k eCounty, Georgia, including for such units (i) Iand delineated and described in Georgia Power Company Map File M-$15 dated March 15, 1976, to be recorded in the records of the Clerk of the Superior Court of Burke County, Georgia and all land rights pertaining thereto, (ii) the nuclear power reactors, the turbinegeneraton, the buildings housing the same, the associated auxiliaries m d equipment, and the related transmission facilities all s more particularly described &.I the Application, and amendments thereto, by the Georgia Power Company before the Atomic Energy Commission in' Docket Nos. 50-424 and 50-428 and the Preliminary Safety Analysis .Report, and amendments thereto, which constitutes a part of such Application, and (iii) inventories of materials, supplies, fuel b o b and equipments for use in connection with Plant Vogtle, provi,&d, however, in the event f o r any reason Bonds are not issued for that portion of the Project designated as Plant Vogtle, the facilities.desaibed in this subparagraph (b) shall not be a part of the Project.

(c) Plant Wansley.. . . . .

A tck percent undivided interest in l e two 865 M W nor&aKy rated cod-fired generating

units t o be known as the Hal Wansley Steam Plant Units, Numbers One and Two, (individually designated as Wansley Unit NO. 1 and wksley Unit No. 2 and collectively designated as Plant Wansley) to be located near Centralhatchee in Heard and Canoll Counties, Georgia, including for such unjts (j) land delineated and desuibed in Georgia Power Company Map File K-8-1 dated June 5, 1972, to be recorded in the records of the CIerh of Superior Courts of Heard and Carroll

.Counties, Georgia, and all land rights pertaining thereto, (ii) the turbinegenerators, the boilers, the buildings housing the same, the stack, the cooling facilities, the associated auxiliaries and equipment, and the related bansmission facilities all as rnore particularly described in the en-vironmental impact statement relating to Plant Wansley, and (iii) inventories of material;, sup plies, f u e l tools and equipment for use in connection with Plant Wansley, provided, however, in the event for any reason Bonds are not issued for that portion of the Project designated as Plant Wansley, the facilities described in this subparagraph (c) shall not be a part of the Project.

(d) Plant Scherer.

A ten percent undivided interest in the four 810 MW nominally rated coal-fired generating units to be known as the Robert W. Scherer Steam Plant Units, Numbers One, Two, Three, and Four, (individually designated as Scherer Unit No. 1, Scherer Unit No. 2, Scherer Unit No. 3, and Scherer Unit No. 4 and collectively designated as Plant Scherer) to be located near Forsyth in Monroe County, Georgia, including for such units (i) land delineated and described in Georgia Power Company Map File N-85-9 dated December 19, 1974, containing approximately twenty-seven hundred acres, together with such additional land of approximately ten thousand acres acquired or to be acquired for use in connection with Plant Scherer, to be recorded in the records of the Clerk of Superior Court of Monroe County, Georgia and all land rights pertaining'thereto,

( 5 ) the turbine-generators, the boilers, the buildings housing the same, the stacks, the cooling facilities, the' associated auxiliaries and equipment, and the related trbmission facilities all as

. . more particukrly described in the environmental impact statement relating to Plant Scherer; and (iii) hvent4ries of mzterials, supplies, fuel, took and equipment f o r use iri connection with Plarit Scherer, provided, however, in the event for any reason Bonds'are not issued for that portion of the Roject designated as Plant Scherer, the facilities' described in this subparagraph (d) shall not be a part of the Project. . .

(e) . W o r m Capital.

Working Capital required by the Authoriiy during construction o f t h e Project and for the placing of the Rojed in operation for providing Bulk Power Supply, including Supplemental Bulk Power Supply, to all the Participants.

n. Initial Transmission Facilities Included In The Project.

Those transmission facilities to be' acquired and constructed by the Authority during the .

time prior to the Commercial Operation Date of the Iast of the generating facilities of the R o j e c t . .

t o be completed in order to meet ifs investment responsibility during such time in connection with any agreement for an integrated transmission system to which the Authority may be a party in accordance with the provisions of Section 302 of the Contact.

Additional facilities..

The additional facilities of the Roject shall be those additions and improvements t o the electric generation.and related trznsmksion facilities.and to the transminion system facilities of the Roject provided for in clauses (i), and (ii) of Section 102(s) of the Contract.

SCHEDULE OF ENTITLEMENT SHARES.

I. PARTICIPANTS' ENTITLEMENT SHARES OF THE OUTPUT ANb SERVICES OF THE GENERATING FACILITIES (INCLUDING RELATED TRANSMISSION FACILITIES) .

INCLUDED IN THE PROJECT The Participants' Entitlement Shares of the output a d services of the generating facilities (including related transmission facilities) of the Roject, and of the services provided by the Authority in accordance with the provisions of Section 303 of the Contract, shall for each Participant be those Entitlement Shares set forth in the following schedule; provided, however, that in no event shaIl the Entitlement s h v e of any Participant be less than that set forth in the following schedule and provided, further, that in the event any one or more of the political subdivisions Listed in the following schedule shall not execute a Power Sales Contract with the Authority, the Entitlement Shares of the remaining Participants, as such Entitlement Shares are set forth in each column of the following scheduIe, may be increased pro rata by an amount not exceeding fdteen percent of such Entitlement Shares in order that the sum af the remaining Entitlement Shares in each of the following columns when so adjusted shall total 100.000%:

Entitlement Ehtitlemcnt Entitlement Initial Share Afkr Share After Share After Entitlement F i st S tcond Thlrd Participant Share Adjustment Adjaatment Adjustment .

7" % ?a %a ACWORTH ADEL

. ALBANY BARNESVILIJ~

' B W L Y TOWN OF BRmSON BUFORD CAIRO CALHOUN CAMILLA CARTERS-COLLEGE PARK COMMERCE COVIVGTON CRISP COUNTY DOERUN -

' DOUGL+S EAST POINT ELBERTON EUVILLE FAIRBURN FITZGERALD FORSYTH FORT VALLEY GRArnLLE GRIFFIN '

HOGANSVILLE

JACKSON LAFAYE?TE LA GRANGE LAWRENCEVILLE:

MANSFIELD MARIETTA MONROE MONTICELLO .

MOULTRIE NEWNAN NORCROSS PAUIE'T'I'O QUITMAN SANDERSVILLE

. SYLVANIA SYLVESTER THOmSTON THOMASVILLE WASHINGTON WEST POINT WHIGHAM TOTAL The Initial Entitlement Share set forth ab6ve shall bi the ~ntitiementShare for the period commencing with the Commercial Operation Date of Hatch Unit.No. 1and ending December 31,,

The Entitlement Share After F i t Adjustment shall be the Entitlement share for the period commencing January 1,1979, and ending December 31,1982.

The Entitlement Share After Second Adjustment shall be the Entitlement 'Sharefor the period commencing January 1,1983, and ending December 31,1983.

The Entitlement Share After Thkd Adjustment shall be the. Entitlement Share for the period commencing January 1,1984, and &ding wl'th the last day of the term of the Contact.

. The ~uthority,h accordance with the pro-ons of Section 311 of the contract, d l sell a portion of the' output and 'services of such undivided interests in Plant Hatch, Phnt Vogtle, Plant .

Wansley, ind Plant Scherer to Georgia Power company in accordance with the following schedule:

PcrcanClga d h t p n t and Scrrica .

T o b. Sold to P o w e r Supply Year GL POWU CO.

hat Portion of the Power Supply Year Remaining After the Commercial Operation .

Date of a Unit of the Project First Full Power Supply Year Following Commercial Operation Date Second FUU power SUPPI; Year FoIlowing Commercial Operation Data Third Full Power Supply Year Following Commercial Operation Date Fourth,Full Power Supply Year Following Commercial Operation.Date Fifth Full Power Supply Year Following Commercial Operation Date Sixth Full Power Supply Year Following CommerciaZ Opedion Date Seventh Fuli Power Supply Year Following Commercial Operation Date There shall not be any reduction in Entitlement Shares of the Participants as a result of such.'

sales of output and services to Georgia Power Company and each Participant shall remain liable for its full Entitlement Share except such liability shall be discharged' to the extent the Authority receives payment from Georgia Power Company.

? IPARTICIPANTS'

. ENTITLEMENT SHARES OF SERVICES O F TRANSMISSION '

SYSTEM FACILlTIES INCLUDED IN THE PROJECT.

The Participants' Entitlement Shares of Service of Transmission System Facilities kcluded in the Roject shall be determined by the Authority during each Power Supply Year in ac-cordance with the provisions of Section 308 of the Contract.

SECOND A!!iENDhl EhT P O ! I ~ RSALES COXTRACT Between

,.\iUNICIPAI, ELECTRIC .4llTIiORITS OP GEORGIA md

' THE UNDERSlCSED PARTICIPAST

.This Srwnd ..Lnc~ldnier~tuf Colltract. made and r~ltcredinto uf 313y 25. 197;. by and b c h v ~ ~thr n

.\lun!'-ipol Electric Ai1thorit)l of Ccorgin, a public I~oclycorpc~mtcand politic and a public. corplrntiorl of t i t S b t e of Cwrgia, hcrcinaftc-r sometimes desigir;ltcd as the Autllority, crcated by the pro\*isic~iisof I Ca.

I,. 1975, p. 107, as arncndcd, and the undcnignrd puliticnl sul~di\.ision11f t11e Stntc of Ccu~rcin.lrcreinafta co~i>rtilnes desisnated as the Participant.

IVITKESSETH:

T H--4 T :

IjE it rr~~,emb.rred that a .Po\vcr Salcs Cvntract olrd a11 Anicnhlent. both d a t d as of Slarch 1, 1976, I1;ivc J)~'c'II p r c \ . i ~ ~ ~cxccuted l?* b!. and Leh\-ecn the .\uthority and thc Participa~lt.and

\\'lIERE.iS, the parties desire to m e n d said Cr~ntmctin cew~inrespects:

. . NO\\' THEREFORE: '

For and in consideration of thi premises and tllc nlutual cuvenants and agrermci~bhereinafter set forth, thc sufficiency of which is hereby ackno\vlrdged, .it is agrccdeby and behveen thc parties hereto ' ,

3s follows:

Section 1. Subsection 102(r) of said Power Sales Contract wherein -Proportjonate Shue" is defined is hereby deleted in its entirety.

Section 2. Section 403 of said Contract is hereby dcletcd in its entirev and the following new Section w is substituted in lieu thereof: . '

'Section 403. Supplcmei~tal'Bulk Powcr Suppl!. Taken By Participant. The Pub'cipant shall take '

all uf its Supl~lcmentaIBulk Power Supply from the Authority and shall pay to the Authority its sharc of Annual supp1emcnh~ Costs set forth in thc Participant's month!. Billing Shtefient u .

'determined in a d r d a n c e with. the foregoing proiisiont of this Article I\ and, submitted by the Authority to the Participint." .

Section 3. Said h e r r d n ~ e n tshall bc effective for each Pa,rticipant u of thc time of the Slay, 1 9 c .

meter readings. The Authority is, ho\\*evrr. authoriu-d to make odjrlstn~cntsfrom working n p i t ~ for l period from February 7, 1977. to the cffccti\-e date of this Amcndtnent to off-~ctthe amount by which h e tot31 of any Participant's actual billings during such period cxcccdrd \\.hat the total of such billings would have bcen under the IVR-9 rate, said adjushnents to bq a' cast of pawu supply de\.eIopmurt.

Section 4. Said Contract shall remain in full form and ,effect ps herein arneadcd.

IN \mmESs vrtJEnEOF, The bllmlcrp;rl El-c &&&orir)- d fZcolgin a x r d , the ~ar~c;;o#rthive caused this Second Amendment of Contract to bc ~ s - t r d in their corporate n m r s by their duly au&'ohd offjam and their C O ~ R ~scds

. tu be hereunto imF~~%L.d a d dtt3tcd. all of the day and y e u first t i b e writtm.

14 UUPc'ICIPAL ELECIRIC AUTHORITY OF GEORGIA ,7 BY: &q'&;- ' CKURM I CITY OF ADEL, '~0- / . .

TBlRD AMENDMENT POWER SALES CONTRAa BETWEEN MUNXCIPAL ELECCNC AUTHORITY OF GEORGIA AND THE UNDERSIGNED PAR1I3CIPANT

. ?his Third Amendment of Contract, inade md entered into as of Februaty 1, 1978, by and between the

~ u n i c i ~ Electric al Authority of Georgia, a public body corporate and politic and a'public corpontion of the State,of Georea, hereinafter sometimes designated as the Authority, created by the provision# of.1 Ga. L 1975,

p. 10'7, as ken'ded, and the undersigned political subdivision of the State of Georgia, hereinafter sometimes de-ted as the Participant.

WITNESSETH:

as BE it remembered that,a Power Sales Contract and an Amendment, both dated of March 1,1976, and a Second Amendment dated as of May 25,1977, had been previously executed by and between the ~ u t h o r i band the Participant, and WHEREAS, raid Contract contemplates that additional projectr may be u p d e d e n by the ~ u t h o r &to pro- . .

ride a portion of the.PUtiCipaptls bulk power reqdrernents, and it h now deemed feasiile and desirable by the Participant and the Authority that the Authority acquire additional generating capacity to provide a portion of sxid requirements, and WHEREAS, the Particip~nthas determined to enpr into a Project Two Power Sales Can& of even date herewith with the Authority in order to enable the Authority to issue its revenue bonds to pay the costs of y-quiring and constructing Project Two referred to below and to enable Participant to receive output and related.

senices from Project TWO,and WHEREAS, it h qecessary and desirable to amend the said Power ~ d e Contract, s consistent with the Bond Resolution, to enable the Authority to establish rate8 and charges, if de'sirable; to recover costs on a combined bads for Supplemental BuUc Power supply and the output supplied from Project Two and any' future 'projects f ~ which r Participant may execute a contract; and to enable the Authority to makc.additional transactions with mspect to 'the output and services of the Project thereunder.

' NOWTHEREFORE:

For. and in consideration of the premises and the mutual covenants and agreemenis hereinafter tet forth, the sufficiency of which is.hereby acknowledged, it ir agreed by and between the parties hereto as fdows:

s e t i o n 1. The Power Sales Contract, as amended, is hereby further amended by adding at the end of Section 102 the following definitions:

(x) "Project Twon shall mean the Authority's second project consist.@g of additional undivided inkrests in.Plants Wansley and Scherer xquired purnrant to an option agreement with Georgia Power~Cocnpaf~y dated ~LI of Augut 27, 1976, as mcnde4'whicL project is described in Sectien 102(s) of the Project Two Power Sales Contract.

(y) "Project Two Power Sdes Contract" shan mean that certain Contract dated a of the date hereof be-tween the Authority and the P h i p a n t u the samemay be amended fram time to time, relating to the provision of output md related services from Project Two to the Participant Section 2. The Power Sales Contract, as amended, is hereby further amended by deleting Section 401 in its entirety and substituting in lieu thereof the fonowing new Section 401 :

=tion 401. Supplementd BuIk Power Supply Ravidcd by the Authority.

I l e Autholity will provide or cause to be provided to the Participant its Supplementat Bulk Power supply during each month of.eachPowcr Supply Year. Such Supplemental BukPower Supply may in-clude, but shd not be limited to, partial and full requirements firm power purchases, and unit power service, firm and n o n - h capacity and energy service, transmission service (including transmission .

e n tParticipant's Entitlement Shan of transmission

.service purthmd by the Authority t ~ . s u ' ~ ~ I e r nthe senices provided by the Authority from those transmission system facnities included in the Project) and other interchange senrice made available as a result of transactions with other utilities.

Siction 3. 7he Power Sdes Contract, u amended, is hereby further amended by deleting Section 402 in its entirety and substituting in lieu thereof the following new Section 402:

"Section 402. h t c l and Charges for Supplemental Bulk Power Supply.

(a) 'Ihe Authority may combine the Annual Supplemental Costs with the annual cob* of m y future project undertaken by the Authority, including Project Two. for which the Participant has executed a contract for the output and related services thereof, for the purpose of establishing rates and charges, or the Authority may eshbIish for any of such costs, or combination thereof, separate n t e s and charges, at the dhcrtti611 of the Authority, in either case in acmrdance with the provisiolu of Section 402 @) hereof.

0)The Authority establish and maintain fair and nondiscriminatory rates and charges which will provide revenues that uc sufficienf but only sufficient, to pay the Annual Supplemental cost^,

whether or not such Costs arc combined with the annual costs of any futun projects undertaken by the Authority, including Project Two, for output and services of which the Partitipant has executed a con-tract.

. (c) The Authority shall bill the Participant each month during each Power Supply Year by provid-ing the Participant with a Billing Statement for such month in accordance with the rates and'charget established pursuant to the foregoing provisions of this Section 402 for iU Supplmental Bulk Power Supply. Such monthly B W g Statement wilI include a credit for such delivery point transmission facilities u are owned, frnanced or operated by the Participant. Such Billing Statanent shall be paid by the Participant on or before the tenth day from the date of such bill. Amounts due and not paid by the Participant on or before said date s hd bear an additional charge of one and one-hnlf (1-112%) percent per month for cacb month, or fraction therrof, until the amount due is paid in full. ~ : ' t h cend of e3eh Power Supply Year, adjustments of billings shall be made in accordance with the p r o d o n s of Section '

209 hereof.

(d) In the event t h ~ the t Authority estab;lishesntes and charges pursuant to Section 402 (a) hereof to recovu, on a combined b d s , Annual Supplemental Coatr and annual costr of any htwe projects undertaken by the Authodty, including Project Two, for the output and services of which the P d c i -

pant har executed a contract, the Auihority d iden'tily on the BiIUng Statement submitted by the Authority to the Participurt p u m r n t to Section 402 (c) hcrcof that m o u n t of the revenues to be re-ceived by the Authority from the Participant pursuant to such rates and charges that k docable to the payment of monthly h u a l Supplemental Costs. Such amount shaIl be the revenues to be received by L.

7

Ike Authority from thc Partkipant not allocated by the ~ i t h o r i to t ~ihr payment uf c o l u orlny such . .

. future p r q ~ ~ &purarmt to the contnck relating to such projects.

4. The Powr S l k ~ Contract, aJ mended, ir hertby funher amended by renumbering p r c r n t Sccrton 1 lo'- 31 l(a), md ad- 8 nm Section 3 1 1(b) to. read as foUowr:

" ( b ) 3 k Authodty W d r o utilize, wll. md exchange electric capacity and kera Irom the ~ a r t k prrrt'r Endtltmtnt Sham of Project One, whenever. in its dfxrccion, any such transaction can reasonably k k x p a c ~ dto nrult h a more reliable or economical overd Bulk Power Supply ts the Participan~s.

'Ths ur&fpatcd procu& I'rom such d c s or trursctions shall. lo the extcntpracdcable, bc cnimated in .

. ths Annual Syslcin Wldpt and my net revenues actually received by the Audtorily as a result of such

. dull be c ~ d l t c dto the Panlcipant's Entitlement Share of h n u d Project Cosu under me

. :~owor'deuferh n t n c t "

&- 5,$@d'~onfnst hd mn& h fl forst and eRect as herein amended.

IN.WlT?GSSW K E m F , fh8 hnkipd noctric Authority of Georgia and the Participant have caused this rd Amendment af Contract 10 be ~ % a u l c h d lhdr corponlt n m e r by heir duly authorized orncers and Ir ccrpW K& lo& h8mUllo fmprcocd and rtkrtcd, alJ of the d a y and year Rnt above written.

MlMlClPAL ELECTRIC AUTHORITY BY:

I Qcrk

FOURTH AMENDMENT POWER SALES CONTRACT BETWEEN MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE UNDERSIGNED PARTICIPANT This Fdurth Amendment of '~oktract,made and entered. into as, of May 1, 1980, by and between the M d c i p a l Electric Authority of Georgia, a public body corporate and politic and a public corporation of the State of Georgia, hereinafter sometimes designated as the Authority, created by the provisions of I Ga L. 1975, p. 107, as amended, and the undersigned political subdivision of the State of Georgia, hereinafter sometimes designated as the Partici-pant.

WITNESSETH:

THAT:

BE it remembered that a Power S a l e Contract and an Amendment, both dated as of March 1,1976, a Second Amendment dated as of May 25, 1977, and a Third Amendment dated February 1, 1978, have been previously executed by and between the Authority and the Participant, and WHEREAS, the Participant and the Authority have determined.that it is in their best . .

interests to sell the AuthorfWs interests in Scherer Units Three and Four in each of Project.One. .

and Project Two and to acquire additiond generating capacity 'substantially equal to the interests so sold in accordance with the provisions of the Project Three Power Sales Contract .

entered into by the Participant and the Authority as of the date of this Amendment; and WHEREAS, it is necessary and desirable to amend the said Power Sales Contract, con-sistent Lvith the Bond Resolution, to (i) redefine the Project so' as' to exclude the interests in Scherer Units Three and Four which are to be disposed of by the Authority, and (ii) to revise the schedule of sales of output and services from Scherer Units One and Two.

NOW THEREFORE:

For and in consideration of the premises and the mutual covenants and agreements here-inafter set forth, the sufficiency of which is hereby acknowledged, it is agreed by and between

- the parties hereto as follows:

Section L The attachment to the Power Sales Contract entifled DESCRIPTION. OF PROJECT"; as amended, is hereby further amended by deleting section I(d) in its entirety and substituting in lieu thereof the following section I (d) :

"(d) Plant Scherer.

A ten percent undividea interest in the two 810 MW nominally rated coal-fired generating units to be known as the Robert W. Scherv Steam Plant Uhiiits,' Numbers One and Two (in-dividually designated as Scherer Unit No. One and' Scherer Unit No. Two) to be located near Forsyth in' Monroe County, Georgia, including f o r such units (i) land delineated and de-scribed in Georgia Power Company Map File N-85-9dated December 19, 1974, containing

a p p r o ~ ~ a t e twenty-seven ly hundred acres, together with such additional lana of approxi-mately ten thousand acres acquired or to be ~cquiredfor use in connection ivith Plant Scherer, to be recorded in the records of Clerk of Superior Court of Monroe County, Georgia and a l l land rights pertaining thereto, (ii) the tuibine-generators, the boilers, the buildings housing the same, the stacks, the cooling facilities, the associated auxiliaries and equipment,.

and the related transmission facilities a l l as more particulzrly described in the environmental impact statement relating to ,Pldnt Scherer, jiii) inventories of materials,. supplies, fuel, tools and equipment for use in connection with Plant Scherer, and (iv) an amount equal to 5.0 percent of the common facilities of Plant Scherer."

Section 2. The attachment to the Power Sales Contract entitled "SCHEDULE OF EN-TITLEMENT SHARES",as amended, is hereby further mended by deleting Plznt Scherer

'from. the schedde of sales of output and services t o Georga Power Company, and adding a new schedule of sales of output and services to Georgia Power Company from Scherer Units One and Two as follows:

"The Authority, in accordance with the provisions of Section 311 of the Contract, intends '

to sell a portion of the output and services of the Project to Georgia Power Company in ac-cordance with the following'schedule:~

Power .Suml~Yur That Portion of the Power Supply Year Remaining After the Commercial Operation .

Date of Scl~ererUnits One or Two 100.0%

First Full Power Supply Year Following Comrnerdd Operation Date ' 90.0%

Second FU1 Power Supply Year . '

Following Commercial Operation Date 80.0%

Third Full Power Supply Year Following Commercial Operation Date Fourth Full Power Supply Year Following Commercial Operatian Date Fifth FUI Power ~ u $ p Year l~

Following Commercial Operation Date Sixth FU1 Power Supply Year Following Commercial Operation Date Seventh Full Power Supply Year Following Commercial Operation Date Eighth Full Power Supply Year

~ofiowingCommercial Operation Date Ninth Full Power Supply'Year ,

Following Commercial Option Date - . 10.0%

The Authority may, in its discretion, establish ctnclusive commercial operation dates for units of the Project for the purpose of the foregoing schedule and such dates may be dif-ferent from those Commercial Operation Dates established in accordance with Section 102(i) of the Contract. The establishment of the foregoing schedule is not intended to limit the power of the Authority granted in Section 311 to sell and exchange power and energy from the Project." .

IN W I ~ =REOF, S ~ Thq Municip] Electric Authority of Georgia and the Plrtj~i-pant have caused this Fourth Amendment of Contract t o be executed in their corporate names by thcir d'dy authorized officers and theh corporate seals to be hereunto impressed and at-tested, all of the day and year first above written.

MUNICIPAL ELECTRIC AUTEORITY .

OF GEORGIA BY: bnmo-Qe Chainnan

FIFTH AMENDMENT . '

POWER SALES CONTRACT BETWEEN MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE UNDERSIGNED PARTICIPANT '

This Fifth Amendment of Contract, made and entered into as of November 16, 1983, by and between the Municipal Electiic Authority of Georgia, a public body corporate and politic and a public corporation of the State of Georgia, hereinafter sometimes designated as the Authority, created by the provisions of I Ga. L. 1975, p. 107, as amended (Title 46-3-110 O.C.G.A.), and the undersigned political subdivision of the State of Georgia, hereinafter sometimes designated as the Participant.

WITNESSETH:

-BE it remembered that a Power Sales Contract and an Amendment, both dated as of March 1, 1976, a Second Amendment dated as of May 25, 1977, a Third ~mendmentdated February 1, 1978, and a Fourth Amendment dated May 1, 1980, have been previously executed by and between the Authority and the Participant; and WHEREAS, the Participant and the Authority have determined that it is in their best interests

. that the Authority undertake a fourth project in accordance with the provisions of the Project Four Power Sales Coritract entered into by the Participant and the Authority as of the date of this Amend-ment, which is reasonably expected to result in a more economical overall Bulk Power Supply to the Participant and other political subdivisions contracting with the Authority therefore by making the

' . output and related services ofproject Four available to the Participant, and by enabling the Authority

' to rearrange certain sales .of the output of the Project and Project Four to other' utilities which is intended to improve substantially the matching of the output of botl the Project and Project Four to the Participant's Bulk Power Supply requirements; and . .

WHEREAS, it is necessary and desirable to amend the said Power Sales Contract, consistent with the Bond Resolution, so as to revise the schedule of sales of output and services from Vogtle Unit No. 1 and Vogtle Unit No. 2.

NOW THEREFORE For and in consideration of the premises and the mutual covenants.and agreements hereinafter set forth, the sufficiency of whicb is hereby acknowledged, it is agreed by and between the parties hereto that said Contract is further amended as follows:

Section 1. The attachment to the Power Sales Contract entitled "SCHEDULE OF ENTITLE-MENT SHARES", as amended, is hereby further amended by deleting the reference to Plant Vogtle from the schedule of salu of output and senices to Georgia Power Company, and adding a new schedule of sales of output and services to Georgia Power Company from Plant Vogtle as follows:

"The Authority, in accordance with the provisions of Section 31 1 of the Power Sales Contract, as amended, and subject to the provisions of the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase. ~mendment,Assignment and Assumption Agreement, dated as of November 16, 1983, between Georgia Power Company and the Authority, .intends to sell a portion of the output and services of its Project One ownership entitlement in Kogtle Units Numbers One and Two to Georgia Power Company in accordance with the following schedule:

"A. As to 77.966% of the output associated with the Authority's Project One ownership entitle-ment in Vogtle Units Numbers One and Two, such sales shall be as follows:

Puzenb of Out ut rnd i e n i c r s Be Sold To Georgia PO&

P o w u Supply Yur Comprny That Poltion of the Power Supply Year Remaining After the Commercial Operation Date of a Unit of Plant Vogtle First Full Power Supply Year Following Commercial Operation Date Second Full Power Supply Year Following Commercial Operation Date Third Full Power Supply Year .

Following Commercial Operation Date Fourth Full Power Supply Year Following Commcrciel Operation Date Fifth Full Power Supply Year Following Commercial Operation Date 25.0%

Sixth Full Power Supply Year Following Commercial Operation Date 12.5%

Seventh Full Power Supply Year Following Commercial Operation Date 12.5%

, "B. As to 7.345% of the output associated with the Authority's Project One ownership entitle- .

merit in Vogtle Units Numbers One and Two, such sales to Georgia Power Company shall be equal to 100% of the output and services beginning with the Commercial Operation date of a Unit of Plant Vogtle and continuing until the end'of the: fourteenth full Power Supply Year following the Power supply Year in which the Commercial Operation of such Unit occurs.

"C. As to 14.689% of the output associated with the Authority's Project One ownership entitle-ment in Vogtle Units Numbers One and Two, such sales to Georgia Power Company shall be equal to 100% of the output and services beginning with the Commercial Operation date of a Unit of Plant Vogtle and shall continue until the later to occur of (i) retirement of such.Unit, or (ii) the first to occur of the latest date stated for the payment of the principal of Bonds or of provision being made for such payment in accordance with Section 1201 of the Bond Resolution.

"D. The establishment of the foregoing schedule is not intended to limit the power of the Author-ity granted in Section 31 1 to sell and exchange power and energy from Project One."

Section 2. The following new section to be known as "Section 213" is hereby added:

"Section 21 3. Resale Covenant.

The Participant agrees that it will not, without the express written consent of the Authority, enter into any contract pursuant to which a nonexempt person agrees to take, or to take or pay for, power purchased from Project One. For purposes of the preceding sentence, "nonexempt person" shall mean .

any entity which is not a state, territory, or possession of the United States, the District of Columbia, or any political subdivision thereof, and which is not exempt from taxation under Section 501 of the Internal Revenue code of 1954, as amended."

IN WITNESS WHEREOF, thc Municipd Electric ~ u t h o r i tof~ Georgia and the Participant have caused this Fifth Amendment of Contract to be executed in their corporate names by their duly ',

authorized officers and their corpolatc seals to be hereunto impressed and attested, all of the date and L .

year first above written.

MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA BY hh3 Approved AS TOForm

. . c2de-8"--

. f &

A -l2%bd beneral Counsel ATT: 4& . 2 n , , A . .

Secretary-Treasurer . '

Approved As T; Form

AND This s i x t h Amendment of contract, made and entered into as of January 1, 1986, by and bet- the Municipal Electric Authority of Georgia , a public M y corporate and-p o l i t i c and a plblic corporation of t h e S t a t e of Georgia, h e r e i n a f t e r sometires r e f e r r e d t o a s t h e Authority, created by t h e provisions of I Ga. L. 1975, p. 107, as amended ( T i t l e 46-3-110 O.C.G.A. 1, and t h e undersigned p o l i t i c a l subdivision of t h e S t a t e of Georgia, hereinafter sanetirres designated

. . , aS .the Participant. . .

W1TNE.S SETH:

BE it remembered t h a t a Power Sales Contract and an &rend-

..

mt, both dated as of March '1, 1976, a Second Amendment d a t e d as of May 25, 1977, a m i r d Arrendrrwt dated February 1, 1978, a Fourth M-mmt dated May 1, 1980, and a F i f t h A m r h m t dated as of November 16, 1983, have a l l been executed previously by and bebeen the Authority and the Parti'cipant; and WKEREAS, t h e C i t y o f W o r d ( n ~ o r d nwhich

) has previously received its wholesale power supply from t h e C i t y of Covington has requested to becarre a Participant; and

'WHEREAS, it is i n the test i n t e r e s t s of t h e A u t h o r i t y , t h e p a r t i c i p a n t s and Oxford f o r Oxford t o beaxe a participant upon the execution of a F+omSales Contract.

I m- . -. li For and in consideration of the t<

remises and the mutual c-ts and agreeants hereinafter set forth, the sufficidncy of which is hereby acknowledged, it is agreed by and betwen the parties hereto that said Contract is further amnded as follows:

Section 1. The Authority is.hereby authorized to enter into a power Sales Contract with 'oxfordin substantidy th&,'fona of this power Sales Contract, as amnded, with such changes as rray be required to make such con- 'applicable to Word, and to provide Oxford w i t h an Entitlement Share of 0.1918, and an appropriate Transmission Entitlement Share calculated in accordance with Section 308 of the Sales Contract.

Section 2. The Authority is authorizd to provide a portion of oxford's Entitlement Share from this Participant's Entitlement Share pro rata wf th the othe<Participants approving this Sixth Section 3. This Participant agrees to canthue obligated for its full ~ntitlementShare without deduction for the pro rata portion assigned by the ~uthorityto Oxford:. Provided b v e r , that.

the ~u-ity hereby agrees that it will take all necessary action to

' enforce the payment of all sums due by Oxford for ..itsEntitlemnt . .

Share, and this Participant shall receive credit for its pro rata share of such paylrents.

Section 4. This Sixth &nen&rent shall becure effective when such a m d m n t has k e n approved'by participants whose 1985.Transmis-sion ~ntitl-nt Shares represent, in the aggregate, not less than 75%

of the total Participants' Transnission Entitlement Shares for 1985:

provided, however, t h a t the A u t f o = i g ma: make service to Oxford -.

retroactive to January 1j, 1986.

I N WITNESS -OF, the Municipal' Electric Authority of

~ e o r g i aand the Participant have caused this Sixth Amendment of contract to-be executed in their corporate narres by their duly author-ized officers and their -corporate seals to be hereunto impressed and gtt$ted, all as of the date and year'f i r s t above written.

mrwed A s to Form .

Am:

6. a &&---

Pr sst. Secretary-Treasurer

SEVENTH AMENDMENT FOYER SALES CONTRACT BETWEEN MUN l C l PAL ELECTRI C AUTHOR lTY OF GEORG'IA AND THE UNOERS IGNED PART l C l PANT T h i s Seventh Amendment of Contract, made and entered i n t o as of May 31, 1989, by and between the Municipal E l e c t r i c Authority of Georgia, a public body corporate and p o l i t i c and a public corporation of the State of Georgia, hereinafter sometimes referred - t o as the Authority, created by the provisions of 1975 Ga. Laws 107, as mended (O.C.G.A. § 46-3-110, se~.),

and the undersigned p o l i t i c a l subdivision of the State o f Georgia, hereinafter sometimes designated as the Participant.

W ITNESSETH:

BE i t remembered that a Power Sales Contract and an Amendment, both

. .' dated as o f March 1, 1976, a Second Amendment dated as of May 25, 1977, a Third Amendment dated as o f February 1, 1978, a Fourth Amendment dated as of May 1, 1980, a F i f t h Amendment dated as of November 16, 7983, and a Sixth Amendment dated as o f ~ a n u a f 1, ~ 1986, have a l l been executed previously by and between t h e A u t h o r i t y a n d theparticipant; a n d . .

WHEREAS, the Participant and the Authority have determined that the financing o f transmission system faci I i t i e s a f t e r the commercial.operation of Vogtle U n i t No. TWO i s t o be continued as a part o f .Project One; .and

WHEREAS, a contract with the Southeastern Power Administration (SEPA)

1. .

permits the ~ u t h o r ity to wheel SEPA al locations for municipal preference

~"stomers within the State of Georgia.

NOW, THEREFORE For and in consideration o f the premises and the mutual covenants and agreements hereinafter set forth, the' sufficiency of which is hereby acknowledged, it is agreed by and between the parties hereto that said Contract is further amended as follows:

PROPOSED AMENDEAENTS TO W W E R SALES CONTRACTS '

Section I. ~ h kPower Sales Contract, as mended, is h e r e b y f u r t h e r amended by deleting subsection 102(s) in its entirety and substituting a new subsect ion 102(s) to read as fol lows: .

"(s) 'Project' shai l mean those. electric generation and related transmission faci l iti'es which are identified in the Description of 'Project and. those transmission system faci l it ies to which reference is made in the .

Description of Project, together with (i) any major renewals, rep lacements , repai rs, addi t ions, betterments and improvement.^ necessary, in the opinion o f the Consulting Engineer, to keep the Project in good operating condition or to prevent a loss o f revenue therefrom, (ii) any major additions, improvements, repairs and m d i ficat ions to thb Project and any. decommissioning o r disposals o f the ~ i o j e c t , required by any governmental agency having jurisdiction over the Project. or for which the

i

.: . .- 2 Authority shall be responsible by v i r t u e o f any o b l i g a t i o n o f the i

A u t h o r i t y a r i s i n g out o f any contract t o which the Authority may be a p a r t y r e l a t i n g t o ownership of t h e Project o r sny f a c i l i t y thereof, and

( i i i ) working c a p i t a l required by the A u t h o r i t y d u r i n g construction o f the .

, P r o j e c t and f o r the p l a c i n g o f the Project i n , o p e r a t i o n f o r p r o v i d i n g Bulk Power Supply and SEPA ~ o w e rt o the Part i c i p a i t ."

Section 2. The Power Sales Contract, as amended, i s hereby f u r t h e r amended by d e l e t i n g subsection 302(c)(2) i n i t s entirety Section 3. The Power Sales Contract, as amended, i s hereby further amended by d e l e t i n g subsection 308(b) i n i t s e n t i r e t y and by s u b s t i t u t i n g i n . '

l ieu thereof a new- subsect ion, 308(b) so that when so amended subsection 308(b) s h a l l read as follows:

"(b) 'The A u t h o r i t y may assume responsibi l i t y f o r .transmission o f -SEPA power t o ' ~ a r t i c i p a r i t s and other customers of SEPA, provided that the Authority s h a l l recover a t least i t s costs f o r such transmission s e r v i c e . '

. During any Power Supply Year i n which the Authori t y has responsibi l i t y f o r transmission o f SEPA power, such transmission s e r v i c e shal I be provided by the Authori t y t o the P a r t i c i p a n t s and other customers o f SEPA by accepting

. del ivery o f such SEPA power from SEPA, f o r t h e accounts o f the respective Participants and other customers o f SEPA,. and d e l , i v e r i n g such SEPA power t o .such p a r t i c i p a n t s and other customers through use o f the transmission system f a c i l i t i e s included i n the Project, and the A u t h o r i t y i; authorized t o . incr.ease i t s investment in, and the annual o p e r a t i n g costs o f , such transmission system facilities as may be required to provide such

transmission service. . . T h e charges f o r such service s h a l l be calculated i .

and c o l l e c t e d by the A u t h o r i t y as provided in. Section 308A hereof. A l l m o u n t s collected, by the A u t h o r i t y f o r such transmission s e r v i c e s h a l l be a p p r o p r i a t e l y . c r e d i t e d t o Annual P r o j e c t Costs i n the same manner as other c r e d i t s pursuant t o Sect ion 311 'hereof."

Sect i o n 4. The Power Sa l e j Contract , as am!nded, . . i s hereby further ,

amended by adding a new s e c t i o n f o l l o w i n g Section 308 to be designated Section 308A t o read as f o l lows:

llSection 308A. Calculation o f Charges for SEPATransmission Service.

The A u t h o r i t y s h a l l establish a rate (expressed in dollars per k i l o w a t t per month and determined u t i l i z i n g the annual d o l l a r costs and b i l l i n g determinants) f o r each month o f the Power Supply Year f o r ' purposes o f d e l i v e r i n g SEPA power t o the Participan'ts and other customers o f SEPA which a r e not Parti,cipants ('nonparticipant customers1) for each month o f the Power Supply Year. Such r a t e shal l be determined f o r each Power Supply Year by d i v i d i n g the sum o f ( i ) the Annual Project Transmission Fixed Charges, ( i i ) the other Annual P r o j e c t Transmission Costs, and ( i i i )

amounts, i f any, which must be p a i d by the Authority for the purchase o f transmission services f o r the P r o j e c t under i t s integrated transmission system agreemen't w i t h other u t i l i t i e s ; i n each 'case as budgeted o r est.imated t o be incurred f o r the Power Supply Year; by the sum o f (a) the h ighest annua ! one-hour integrated co'i nc iden t system demand o f Bu l k Power Supply provided by the A u t h o r i t y t o a l l o f the P a r t i c i p a n t s , (b) the highest annual SEPA capacity delivered by the Authority to the'

I

.-. . 4.

Lb Participants and nonparticipant cus'tomers, and (c) less demand credits and 1..

transmission losses, i f applicable, incurred by the Authority under its integrated transmission system' agreement with other ut i l it ies that are.

properly al locable to .the SEPA capacity delivered to the Participants and nonparticipant customers, in each case to be supplied during the Power Supply Year; with the result, further divided by the number of m o n t h s in the power Supply Year. The a k u n t payable by each Participant and nonparticipant. customer for each month of the Power Supply Year shal l be the product of the rate, determined in accordance with the foregoing, and the SEPA capacity delivered by the Authority to such Participant or nonparticipant customer o f SEPA during the respective month of the Power Supply Year, plus, in .the case of nonparticipant customers o f SEPA, any appl icable surcharge."

Section 5. The attachment to the Power Sal'es Contiaet entitlid "Description o f Project", as amended, is hereby further amended by deleting

.-the paragraph designated "Additional Facilities" in its entirety and substituting a new paragraph to read as follows:

"Additional Facilities.

The additional facilities o f the Project shall be those additions and improvements to the electric generation and related t ra.nsrnission faci 1 i ties and to the transmission system faci l i ties of the Project provided for i n clauses ( i ) and ( i i ) o f Sect.ion 102(s) o f this Contract; and those transmission system .facilities,. renewals, replac'ements, repairs, disposals, ' and additions, . betterments,

I

. ' ' 2b improvements, and modifications therkto, acquired or constructed by the 1..

.Authority subseque'nt to the Comercial Operation Date of the last of t h e generating facilities o f the project to be completed in order to meet its investment responsibility in connection with any agreement for an

integrated transmission -system to which the Authority may be a party.

I N WITNESS WHEREOF, the ~ u n i c i ~ a Eleqtric i Authority of Georgia and the Participant ..have caused this Seventh Anendmint o f Contract to be executed in their corporate names by their duly authorized officers and their corporate seals to be hereunto impressed and attested, all as of the date and year f i rst above written.

MUN 1 C I PAL ELECTR I'C A'LJt'l-iOR I TY OF GEORG l A APPROVED AS TO FORM: BY: h31~o-ulee-\,

n ' , Chairman a Y Gene rrfl Counse I ATTEST:

Secretary-Treasurer APPROVED AS TO FORM:

&q&&j$/

2 Participant Attdrney

AMENDMENT TO POWER SALES CONTRACTS BETWEEN MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE UNDERSIGNED PARTICIPANT This Amendment (the "Amendment") is made and entered into as of January 14, 2005 by and between the Municipal Electric Authority of Georgia, a public body corporate and politic and a public corporation of the State of Georgia, hereinafter sometimes referred to as the Authority, created by the provisions of 1975 GeQrgia Laws 107, as amended (O.C.G.A. 5 46-3-110, et seq.), and the undersigned political subdivision of the State of Georgia, hereinafter sometimes designated as the Participant.

WITNESSETH:

WHEREAS, the Authority and the Participant entered into a Power Sales Contract dated as of October 1, 197.5, a First Amendment dated as of March 1, 1976, a Second Amendment dated as of May 25,1977, a Third Amendment dated as of February 1,1978, a Fourth Amendment dated as of May 1,1980, a Fifth Amendment dated as of November 16, 1983, a Sixth Amendment dated as of January 1, 1986, and a Seventh Amendment dated as of May 3 1, 1989 (hereinafter "Project One Power Sales Contract"); and WHEREAS, the Authority and the Participant entered into a Power Sales Contract dated as of February 1, 1978, a First Amendment dated as of May 1, 1980, and a Second Amendment dated as of January 1, 1986 (hereinafter "Project Two Power Sales Contract"); and

WHEREAS,the Authority and the Participant entered into a Power Sales Contract dated as of May 1, 1980, and a First Amendment dated as of January 1,1986 (hereinafter "Project Three Power Sales Contract'"); and WHEREAS,the Authority and the Participant entered into a Power Sales Contract dated as of November '16, 1983 and a First Amendment dated as of January 1, 1986 (hereinafter 'Troject Four Power Sales Contract"); and WHEREAS, the Authority and the Participant wish to extend the term of the Project One Power Sales Contract, the Project Two Power Sales Contract, the Project Three Power Sales Contract and the Project Four Power Sales Contract (hereinafter sometimes referred to collectively as the "Power Sales Contracts'") to the maximum period allowed by law; and WHEREAS, the Authority has determined that it will not extend existing generation debt, but excluding existing debt pertaining to working capital and nuclear F

. ,C fuel working capital debt components, beyond the existing term of the Power Sales Contracts; and .

WHEREAS, the Authority and the Participant wish to provide for a method of allocation of the output and services and costs relating to Project Two, Projcct Three and Project Four for the period of the term extension of the Power Sales Contracts pertaining to such Projects as well as providing for an amendment to the Schedule of Obligation Shares pertaining to Project Four.

NOW THEREFORE, for and in consideration of the premises and mutual covenants and agreements hereinafter set forth, and in order to provide for certain

changes in the Power Sales Contracts, it is agreed by and between the Authority and the Participant that the t m s of the Power Sales Coatract shall be amended as follows:

Section 1. Extension of the Term of the Power Sales Contracts. -

The Authority and the Participant.hereby extend the term of the Power Sales Contractsas follows: .

(a) The tem irE the Project One Power Sales Contract is hereby extended h m March 1, 2026 until June 1, 2054 (hereinafter "Project One Term Extension Period).

(b) The term of the Project Two Power Sales Contract is hereby extended h m February 1, 2028 until June 1, 2054 (hereinafter "Project Two Term Extension Period").

(c) The term of the Project Three Power Sales Contract is hereby extended h m May 1, 2030 until June 1, 2054 (hereinafter "Project Three Term -

Extension Period").

(d) The term of the Project Four Power Sales Contract. is hereby extended h m November 16, 2033 until June 1, 2054 (hereinafter "Project Four Term Extcnsion Period").

Section 2. Allocation of Proiect Two. Proiect Three and Proiect Four.

(a) Proiect Two Allocation Section 308(a) of the Project Two Power Sales Contract obligates the Authority to provide to each Project Two Participant, and obligates such Participant to take h m the Authority, the output and services of Project Two based upon the rates and charges established by the Authority pursuant to Section 307(a) of the Project Two Power

Sales Contract. The Authority and the Participant hereby agree that during the Project Two Term Extension Period the output and services and costs of Project Two shall be allocated to each Project Two Participant based upon a percentage derived by dividing the total payments made by e.ach Project Two Participant for debt service and for capital costs during the entirety of the original tern of the Project Two Power Sales Contract, adjusted to present value, divided by the total payments made by all Project Two Participants for debt service and capital costs for the entirety of the original tmn of the Project Two Power Sales Contract, also adjusted to present value (hereinafter Project Two Billing Shares"). The present value calculation shall be based upon a discount factor equal to the weighted average interest cost of debt relating to Project Two during the entirety of the original term of Project Two.

(b) Proiect Three Allocation.

Section 308(a) of the Project Three Power Sales Contract obligates the Authority to provide to each Project Three Participant, and obligates such Participant to take h m the Authority, the output and services of Project Three based upon the rates and charges established by the Authority pursuant to Section 307(a) of the Project Three Power Sales Contract. The Authority and the Participant hereby agree that during the Project Three Term Extension Period the output and services and costs of Project Three shall be allocated to each Project Three Participant based upon a percentage derived by dividing the total payments made by each Project Three Participant for debt service and for capital costs during the entirety of the original tenn of the Project Three Power Sales Contract, adjusted to present value, divided by the total payments made by all Project Three Participants for debt service and capital costs for the entirety of the original term of

the Project Three Power Sales Contract, adjusted to present value, (hereinafter "Project Three Billing Shares"). The present value calculation shall be based upon a discount factor equal to the average weighted interest cost of debt relating to Project Three during the entirety of the original tenn of Project Three.

(c) Proiect Four Allocation.

Section 308(a) of the Project Four Power Sales Contract obligates the Authority to provide to each Project Four Participant, and obligates such Participant to take from the Authority, the output and services of Project Four based upon the rates and charges established by the Authority pursuant to Section 307(a) of the Project Four Power Sales Contract. The Authority and the Participant hereby agree that during the Project Four Term Extension Period the output and services and costs of Project Four shall be allocated to each Project Four Participant based upon a percentage derived by dividing the total payments made by each Project Four Participant for debt service and for capital costs during the entirety of the original term of the Project Four Power Sales Contract, adjusted to present value, divided by the total payments made by all Project Four Participants for debt service and capital costs for the entirety of the original tenn of the Project Four Power Sales Contract, adjusted to present value, (hereinafter "Project Four Billing Shares"). The present value calculation shall be based upon a discount factor equal to the average weighted interest cost of debt relating to Project Four during the entirety of the original term of Project Four.

Additionally, effective as of November 16, 2033, which is the expiration date of the original team of the Project Four Power Sales Contract, the Schedule of Project Four

Obligation Shares shall be amended so that each Project Four Participant's Obligation Share shall be equal to such Participant's Project Four Billing Share.

Section 3. The Authority hereby agrees that it shall not extend the term of any existing generation debt, exclusive of existing debt pertaining to working capital and nuclear fuel working capital debt components, beyond the following dates: existing Project One generation debt shall not be extended beyond March 1,2026; existing Project Two generation debt shall not be extended beyond February 1, 2028; existing Project Three generation debt shall not be extended beyond May 1, 2030; and existing Project Four generation debt shall not be extended beyond November 16,2033.

Section 4. The Power Sales Contracts as amended hereby shall continue in effect and are r e a h e d by the parties. Terms not defined herein are to be defined as in the Power Sales Contracts.

Section 5. This Amendment shall become effective when duly approved and executed and delivered by the Participant, and when executed and delivered by the Authority. The Authority will only execute and deliver the Amendment when it has determined that the Amendment or similar amendments have been duly executed and delivered by each of the current forty-nine (49) Participants.

[Signatures Appear on Next Page]

IN WITNESS WHEREOF. the Municipal Electric Autllority of Georgia has caused this Amendment to be executed in its corporate name by its duly authorized officers and, the Authority has caused its corporate seal to be hereunto impressed and attested; the Participant has caused this Amendment to be executed in its corporate name by its duly authorized officers and the corporate seal to be hereunto impressed and attested, and delivery hereof by the Authority to the Participant is hereby acknowledged, all of the date and year first above written.

MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA I

Attested:

By: f y ?

[SEAL]

PARTICIPANT:

CITY OF ADEL By:

~ts: mvor J

" e x h L e By:

Attachment 3 Edwin I. Hatch Nuclear Plant Financial Assurance Requirments for Decommissioning Nuclear Power Reactors - 2007 Submittal The Trust Investment Management was modified to provide for an additional investment manager, Wellington Management Company, LLP.

Enclosure 4 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (1 0 CFR 50.75(f)(1))

City of Dalton, Georgia letter dated February 19,2007

Dalton U T I L I T I E S February 19,2007 Docket Nos.: 50-321 50-366 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555 Edwin I. Hatch Nuclear Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(fl(1)

Dear Ladies and Gentlemen:

Pursuant to 10 CFR 50.75(f)(1), each power reactor licensee is required to report to the NRC the status of its decommissioning funding for each reactor or part of each reactor it owns on a calendar year basis, beginning on March 31,1999, and every two years thereafter. The Board of Water, Light and Sinking Fund Commissioners of the City of Dalton, Georgia, d/b/a Dalton Utilities, hereby submits the enclosed information in accordance with 10 CFR 50.75(f)(1) for operating licenses DPR-7 and NPF-5 issued for Edwin I. Hatch Nuclear Plant Unit 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owner of the Edwin I. Hatch Nuclear Plant, is providing this information to the NRC on behalf of Dalton Utilities.

Based on the information presented herein, there is reasonable assurance that the funding necessary for decommissioning the Edwin I. Hatch Nuclear Plant, consistent with the NRC prescribed minimum set forth in 10 CFR 50.75(c), will be available on the expiration date of operating licenses DPR-7 and NPF-5.

Should you have any questions concerning this matter, please contact Tom Bundros at (706) 529- 1035 or email tbundros~dutil.com.

Respectfdly submitted, A

4 Don Cope President and CEO 1200 V.D. Panott, Jr. Parkway *- P.O. Box 869

Dalton, GA 30722

706.278.1313

706.278.7230 Fax

w.dvtil.com PptiLink Whatis P O S S I B L E :

U.S. Nuclear Regulatory Commission February 19,2007 Page 2 cc: Southern Nuclear Operating Company Mr. J. T. Gasser, Executive Vice President RTYPE: CHAO2.004 U.S. Nuclear Regulatory Commission Dr. W. D. Travers, Regional Administrator Mr. R. E. Martin, NRR Project Manager - Hatch Mr. D. S. Simpkins, Senior Resident Inspector - Hatch

Enclosure Edwin I. Hatch Nuclear Plant The City of Dalton Ownership Percentage 2.2% -

10 CFR 50.75(f)(1) Requirement Unit 1 Unit 2 1 The NRC minimum decommissioning~stimate, $9,880,000 $9,880,000 pursuant to 10 CFR 50.75(b) and (c).

2 The amount accumulated at the end of the $18,261,529. $18,061,962 calendar year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

3 A schedule of the annual amounts remaining to be See Schedule in See Schedule in collected; for items in 10 CFR 50.75(b) and (c). Attachment 1 Attachment 1 4 The assumptions used regarding:

(a) rates of escalation in decommissioning 2.93% 2.93%

costs; (b) rates of earnings on decommissioning 7.34% 7.34%

funds; 4.41% 4.41%

(c) real rate of return; and (d) rates of other factors used in funding projections. NIA NIA 5 Any contracts upon which the licensee is relying None None pursuant to 10 CFR 50.75(e)(l)(v).

6 Any modifications to a licensee's current method None None of providing finanaal assurance ocarning since the last submitted report.

7 Any material changes to trust agreements. None None NOTES:

1 The NRC formulas in section 10 CFR 50.75(c) include only those decommissioningcosts incurred by licensees to remove a facility or site safely from service and reduce residual radioactivity to levels that permit: (1) release of the property for unrestricted use and termination of the license; or (2) release of the property under restricted conditions and termination of the license. The cost of dismantling or demolishing non-radiological systems and structures is not induded in the NRC decommissioningcost estimates. The costs of managing and storing spent fuel on-site until transfer to DOE are not induded in the cost formulas.

This number is based on NUREG-1307, Rev. 11, for the burial factor (Option 2) and the December 2005 values for labor and energy factors.

Attachment 1 Schedule of the Annual Amounts Remaining to be Collected

NL-07-0679, Financial Assurance Requirements for Decommissioning Nuclear Power Reactors

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NL-07-0679, Financial Assurance Requirements for Decommissioning Nuclear Power Reactors

Text

Enclosures:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

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