Text

Financial Assurance Requirements for Decommissioning Nuclear Power Reactors
	ML070860488
Person / Time
Site:	Vogtle
Issue date:	03/26/2007
From:	George B; Southern Nuclear Operating Co
To:	; Document Control Desk, NRC/NRR/ADRO
References
	NL-07-0680
	Download: ML070860488 (124)
	v • d • e

Southern Nuclear Operating Company, Inc.

Post Office Box 1295 Birmingham. Alabama 35201-1295 Tel 205.992.5000 March 26, 2007 Docket Nos.:

50-424 50-425 Energy to Serve Your World U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D. C. 20555-0001 Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors ( 10 CFR 50.75(f)( 111 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. Southern Nuclear Operating Company (Southern Nuclear) holds operating licenses NPF-68 and NPF-8 1 for the Vogtle Electric Generating Plant. On behalf of the licensed owners of the Vogtle Electric Generating 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(0(1).

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

Sincerely, k(&-7 B. J. Ge rge 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-07-0680 Page 2 cc:

Southern Nuclear Operating Comvanv 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: CVC7000 U. S. Nuclear Rewlatorv Commission Dr. W. D. Travers, Regional Administrator Mr. B. K. Singal, NRR Project Manager - Vogtle Mr. G. J. McCoy, Senior Resident Inspector - Vogtle Georgia Power Comvanv 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 Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(f)(l))

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 Tel404.506.6766 Fax 404.506.31 28 apdaiss@southernco.com February 7,2007

\\

GEORGIA &

POWER A SOUTHERN COMWNY Docket Nos.: 50-424 50-425 U. S. Nuclear Regulatory Commission Al'TN: Document Control Desk Washington, D.C. 20555 Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(n(1))

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. Accordingly, Georgia Power Company (GPC) hereby submits the enclosed information in accordance with 10 CFR 50.75(f)(1) for operating licenses NPF-68 and NPF-81 issued for Vogtle Electric Generating Plant Units 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owners of the Vogtle Electric Generating 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 of the Vogtle Electric Generating 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 NPF-68 and NPF-8 1.

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

Respectfully submitted, GEORGIA POWER COMPANY, by,

& 4 L N P W

/LC Enclosure

Enclosure Vogtle Electric Generating Plant Georgia Power Company Ownership Percentage - 45.7%

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.

1 2

3 4

5 6

7 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.

Unit 2

$ 156,697,000

$98,978,501 See Schedule in Per GPSC Docket 18300-U 3.11 %

5.11 %

2.00 %

None None No modification since the last report. Funding is to an External Sinking Fund with the source of funds from Traditional Cost of Service ratemaking as ordered by the GPSC in Docket 18300-U.

None 10 CFR 50.75(0(1) Requirement The NRC minimum decommissioning estimate, pursuant to 10 CFR 50.75(b) and (c). '

The amount accumulated at the end of the calendar year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

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

The assumptions used regarding:

(a) rates of escalation in decommissioning costs; (b) rates of earnings on decommissioning funds; (c) real rate of return; and (d) rates of other factors used in funding projections.

Any contracts upon which the licensee is relying pursuant to 10 CFR 50.75(e)(l)(v).

Any modifications to a licensee's current method of providing financial assurance occuning since the last submitted report.

Any material changes to bust agreements.

Unit 1

$ 156,697,000

$96,520,649 See Schedule in Per GPSC Docket 18300-U 3.11 %

5.11 %

2.00 %

None None No modification since the last report. Funding is to an External Sinking Fund with the source of funds from Traditional Cost of Service ratemaking as ordered by the GPSC in Docket 18300-U.

None Schedule of the Annual Amounts Remaining to be Collected Schedule of Annual Amounts Included In Current Rates (Dollars in Thousands)

Plant Vogtle VOGTLE 1 VOGTLE 2 BEG OF END OF YEAR FUND FUND YEAR Beginning Net Projected Beginning Net Projected Balance Earnings Funding Total Balance Earnings Funding Total 96,521 234,540 70,917 401,978 98,979 285,012 80,569 464,560 Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(f)(1))

Oglethorpe Power Corporation letter dated February 26,2007

February 26,2007 Docket Nos.: 50-424 50-425 Oglethorpe Power Corporation 2100 East Exchange Place Tucker, GA 30084-5336 phone 770-270-7600 fax 770-270-7872 An Electric Membership Cooperative U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D.C. 20555 Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(fMl))

Dear Ladies and Gentlemen:

Pursuant to 10 CFR 50.75(fX l), each power reactor licensee is required to report to the NRC the status of its decommissioning h d i n g 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. Accordingly, Oglethorpe Power Company (OPC) hereby submits the enclosed information in accordance with 10 CFR 50.75(f)(1) for operating licenses NPF-68 and NPF-81 issued for Vogtle Electric Generating Plant Units 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owners of the Vogtle Electric Generating Plant, is providing this information to the NRC on behalf of OPC.

Based on the information presented herein, there is reasonable assurance that the hnding necessary for decommissioning of the Vogtle Electric Generating 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 NPF-68 and NPF-81.

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

Respectfidly submitted, L,

Anne F. Appleby Vice President, Treasurer Oglethorpe Power Corporation Enclosure cc:

Southern Nuclear Operating Companv Mr. J. T. Gasser, Executive Vice President RType: CVC7000 U. S. Nuclear Regulatorv Commission Dr. W. D. Travers, Regional Administrator Mr. B. K. Singal, NRR Project Manager - Vogtle Mr. G. J. McCoy, Senior Resident Inspector - Vogtle

@ A member of the National Rural Electric Cooperative Association

Enclosure Vogtle Electric Generating Plant Oglethorpe Power Company Ownership Percentage - 30%

NOTES:

1 The NRC formulas in section 10 CFR 50.75(c) indude 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-1 307, Rev. 11, for the burial factor (Option 2) and the December 2005 values for labor and energy factors.

Unit 2

$102,864,000

$42,366,632 See Schedule in 2.93%

7.00%

4.07%

none none none No changes to Trust Agreement. Terminated one fixed income, one mid cap and one small cap manager.

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

Unit 1

$102,864,000

$46,771,739 See Schedule in 2.93%

7.00%

4.07%

none none

' none No changes to Trust Agreement. Terminated one fixed income, one mid cap and one small cap manager.

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

1 2

3 4

5 6

7 10 CFR !50.75(f)(l) Requirement

'The NRC minimum decommissioning ~stimate, pursuant to 10 CFR 50.75(b) and (c).

The amount accumulated at the end of the calendar year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

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

The assumptions used regarding:

(a) rates of escalation in decommissioning costs; (b) rates of earnings on decommissioning funds; (c) real rate of return; and (d) rates of other factors used in funding projections.

Any contracts upon which the licensee is relying pursuant to 10 CFR 50.75(e)(l)(v).

Any modifications to a licensee's current method of providing financial assurance occurring since the last submitted report.

Any material changes to trust agreements.

Vogtle 1 Earnings Rate:

Year Balance Bepl Year Schedule of the Annual Amounm Remaining to be Collected Oglethorpe Power Corporition 2006 NRC MINIMUM Earnings Contribution 5,048,728 0

3,274,022 0

3,503,203 0

3,748,427 0

4,010,817 0

4,291,575 0

4,591,985 0

4,913,424 0

5,257.363 0

5.625.379 0

6,019.155 0

6,440.496 0

6,891.331 0

7,373.724 0

7.889.885 0

8,442,177 0

9,033,129 0

9,665,448 0

10,342,030 0

11,065,972 0

1 1,840,590 0

12,669,431 0

Balance End Year 46,771,739 50,045,761 53,548,964 57,297,391 61,308,209 65,599,783 70,191,768 75,105,192 80,362,556 85,987,934 92,007,090 98,447,586 105,338,917 112,712.641 120,602,526 129,044,703 138,077.832 147,743.281 158,085,310 169,151,282 180,991,872 193,661.303 Vogtle 2 Earnings Rate:

Year 2006 2007 2008 2009 2010 201 1 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Balance Begin Year 37,793,955

' 42,366,632 45,332,296 48,505,557 51,900,946 55,534,012 59,421,393 63,580,891 68,031,553 72,793,762 77,889,325 83,341,578 89,175,488 95417.772 102,097.016 109,243,807 116,890,874 125,073.235 133,828,362 143,196,347 153,220,091 163,945,498 175,421,682 187,701,200 Contribution 0

0 0

0 Balance End Year Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(0(1))

Municipal Electric Authority of Georgia letter dated February 27,2007

February 27,2007 Docket Nos.: 50-424 50-425 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, D.C. 20555 Vogtle Electric Generating 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. Accordingly, The Municipal Electric Authority of Georgia (MEAG) hereby submits the enclosed information in accordance with 10 CFR 50.75(0(1) for operating licenses NPF-68 and NPF-81 issued for Vogtle Electric Generating Plant Units 1 and 2, respectively. Southern Nuclear Operating Company, as the operating licensee and as an agent for the owners of the Vogtle Electric Generating 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 of the Vogtle Electric Generating 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 NPF-68 and NPF-8 1.

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

Respectfully submitted, THE MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA, by, y--faA James E. Fuller Senior Vice President & Chief Financial Officer Enclosure Municipal Electric Authority of Georgia 1470 Riveredge Parkway NW Atlanta, Georgia 303284686

U. S, Nuclear Regulatory Commission Page 2 cc: Southern Nuclear Operating Comoanv Mr. J. T. Gasser, Executive Vice President RType: CVC7000 U. S. Nuclear Remlatorv Commission Dr. W. D. Travers, Regional Administrator Mr. B. K. Singal, NRR Project Manager - Vogtle Mr. G. J. McCoy, Senior Resident Inspector - Vogtle

Enclosure Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors - 2007 Submittal

Enclosure Vogtle Electric Generating Plant The Municipal Electric Authority of Georgia Ownership Percentage - 22.7%

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.

Unit 2

$77,834,000

$61,673,390.1 1 See Schedule in 4.60%

5.75%

1.15%

None Attachments 2 & 3 None Unit 1

$77,834,000

$66,201,113.90 See Schedule in 4.60%

5.75%

1.15%

None Attachments 2 & 3 None 1

2 3

4 5

6 7

10 CFR 50.75(f)(1) Requirement The NRC minimum decommissioning estimate, pursuant to 10 CFR 50.75(b) and (c).

The amount accumulated at the end of the calendar year preceding the date of the report for items included in 10 CFR 50.75(b) and (c).

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

The assumptions used regarding:

(a) rates of escalation in decommissioning costs; (b) rates of earnings on decommissioning funds; (c) real rate of return; and (d) rates of other factors used in funding projections.

Any contracts upon which the licensee is relying pursuant to 10 CFR 50.75(e)(l)(v).

Any modifications to a licensee's current method of providing financial assurance occurring since the last submitted report.

Any material changes to trust agreements.

Schedule of the Annual Amounts Remaining to be Collected

Calendar Year Total Options:

MEAG POWER Decommissioning Funding Plan Nuclear Decommissioning Fund - Vogtle 1 (Dollars in Tlrousanris)

Balance at Interest Less:

Balance at Beg. of Year Contributions Earnings Fees End of Year

(-4) tB) tC)

@)

tE)

Level Payments N: I005 154l032336\\060829 Decom Model-WC.xls Page 1 of 1 Date: 2/26/2007; Time: 7: 14 PM

Calendar Year Total Options:

MEAG POWER Decommissioning Funding Plan Nuclear Decommissioning Fund - Vogtle 2 (Dollars in Thousands)

Balance at Interest Less:

Beg. of Year Contributions Earnings Fees (A)

(B)

(C)

(Dl Level Payments Balance at End of Year (El N: \\005/54\\032336\\060829 Decom Model-WC.xls Page 1 of 1 Date: 2/26/2007; Time: 7: 15 PM Vogtle Electric Generating Plant Financial Assurance Requirments for Decommissioning Nuclear Power Reactors - 2007 Submittal Project One Power Sales Agreement

POWER SALES CONTRACT Between and a

CITY OF This Contract, made and entered into as of October 1, 1975; by and between the Municipal Electric Authority of Georgia, a public body corporab and politic and a public corporation of the State of Georgia hereinafter sometimu designated u the Authority, creat-ed by the provisions of.1 Ga. L. 1975, p. 107, as amended, and CITY OF a political subdivision oi the State of Geor~q'hereinafter sometimes designated as the Par-

ticipant, W I T N E S S E T H T H A T :

nHEREASj 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 enern from resources -oumed,' controlled, or purchased by the Authoriw, and WHEREAS, the Authority will take or cause to be taken all steps necessary to secure such governmental permits, licenses, and approvals u are necessary for, and will then pro-ceed as appropriete with final design, financing and acquisition or construction of those feulities herein described and designated as the Project for the supply of electric power and energy to the Participant and to all other political subdivisiom.contracting with the Author-ity therefor, and mi sell the output and services of such facilities pursuant to this Contract and to contrach substantially identical to this Contract with other political subdivisiom, designated together with the Participant as the Participanb, and WHEREAS, in addition ta the sale to the Participants of hk.e output and services of the Project, the Authority will also obtain for and pro\\ide to the Partidpants the Participants'

~upplenental Bulk Power Supply, as hereinafter defined, and WHEREAS, in order to enable the Authority to issue its revenue bonds to pay the cosb of acquiring and constructing the Project, it is necessary for the Authority to have binding contracts Kith such political subdivisions of the State of Georgia as may deterinine, pursuant to authority of I Ga. L 1975, p. 107, as amended, to contract with the Authoriv, and all pay-

.merit requked to be made in accordance +# the provisions of ArticIe 111 of such contracts, including papent3 required to be made under Article 111 of this Contract, and all other pay-ments zttn'butable to the Project or to the Annual Project Costs, as hereinafter defined, ta be made in accordance Kith or pursuant to any other provision of this Contract and such other contracts s h d be pleased a.9 security for the payment of such Bonds;

For and in coruideration of the and the mutual covenants and agreemenh h e r b inafter set forth, and in order to pay the Authority for ita costs of providing (i) the Parti-cipant's Entitlement Share, as hereinafter defined, of the output and senrices of each facility of the Project and (ii) the Participant's SuppIenental Bulk Power Supply, it is a g r d by and betwe= the parties hereto as follows :

ARTlCLE I TERM O F 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 l a t party to execute the same. The obligation of the Authority to provide e!ectric power and energy under the pro-visions of this Contract shall begin with the first issuance'and delivery by said Authority' of any of its Bonds which are authorized 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 the issuance.

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

. or until such time as the Project shall be retired from.service, decommissioned, or disposed of by the Authority, whichever is later.

Section 102. Definitions and ~x~lanation'df Terms.

a 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 mag: be hereafter amended.

(b) "~nn"al Project Costs" shall mean, with respect to a Power Supply Year, to thsex-tent not paid as a part of the Costs of ~cquisition and Construction, all costs and expensea of the Authority paid by the Authority for each of the gmerating facilities and the transmis-aion system facilities comprising the Project during such Power Supply Year allocable to the Project including, but not limited to, those itexs'of cost atd e.qense referred to in Section 506(b) and (c), hereof,, as Annual Project Generation Fixed Charges, Other Annual Project Generation Costs, Annual Project Trznrnission Fixed Charges, and Other Annual Project Transmission Costs.

(cS "Annual Supplemental Costs" shall mean :!lose costs and expenses of the Authority allocable to the purchasing or furnizhing of Sl~pplemental Bulk Power Supply ta the Partici-pants.

(d) "Annual System Budget" shall mean, with respect to a Power Supply Year, the budg-et.adopkd by the Authority not less than thirty days prior to the beginning of such Power Supply Year which budget shall itemize estimates of Annual Project Costs and Annual S u p plemental Costs and all revenues, income, or other funds to be epplied to such Costa, 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 Ye3r for the remainder of such Power Supply Year.

(e) "Billing Statemenf' shall mean the written statement prepared or caused to be pre-pared monthly by the Authority that shall be based upon the Annual System Budget or upon the amended Annual System Budget adopted by the Authority pursuant to Section 202 hermf, and that shall show the monthb amount b 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 tbe 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 bonds shall be subordinated as to payment to any other issue of such bonds, 'and shall include additional Bonds issued pursuant to the 'provi-sions of Section 501 hereaf 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-rnentaI Power Revenue Bond Resolution to be adopted by the Authority and accepted by the m s t e e and the Co-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 Powe~Revenue Bond Resolution and First Supplemental Power Revenue Bond Resolution in substantially the form to be adopted by the Authority shall be on fie in the records of the Particig~.zt.

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

(i) "Commercial Operation Date" shall mean, with r ~ p e c t to each facility of the Project, the beginning of the day on which such faciIity 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 Authority's interest therein, the Author-ity may establish a Commercial Operation Date for such facility which date shall be within a reasonable time of the eifective date of such acquisition.

(j) "Consulting Engineer shall mean an engineer or engineering firm of national repu-tation having dernonstratd expertise in the field of electric power generation, transmission, power supply, electric utility operations, rates, and feasibility.

(k) "Contract" and "Power Sales Contracts" shall mean, respectively, this ~oih-act with the Participant and all Power Sales Contracts, including this Contract, substantially identical hereto entered into by the Authority and a Participant, in each case as the same may be amended hom time to time.

(13 "Cost of Acquisition and Construction" shall m a n, to the extent not included in An-nuaI Project Costs, all costs of and expenses of planning, designing, acquiring, constructing, installing, and financing the Projecf placing the Project in operation, decommissioning, or disposal of the Projat, and obtaining governmental approvals, certificah, permits and licenses rcith respect thereto heretofore or hereafter paid or incurred by the Authority and m a y include, in addition and without limitation, the folloffing:

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

(2). interest accruing in iphole or in part on Bonds prior to end during construction and for such additional period as the Authority may reasonably deternine to be n=essary S

for the placing of the Project or any facility thereof in operation in accordance with the provisions of the Bond Resolution, (3) acquisition or' initial fuel for each generation faciIity of. the Project and work-ing capital and resemes 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 depoaita from the proceeds of Bonds. issued b finance such c a b in my funds or accounts establ.ished pursuant to the Bond Resolution as reserves for re-ne&a]s and replzcernents, retirement from senrice, decommissioning or disposal of sny facility of the Project or contingencies,

( 6 ) training and testing costs incurred by the Authority, (7) preliminary investigation and development costs, engineering fees, contractors' fees,' costs of labor, materials, equipment, utility services and supplies and legal and '

financing costs, (8) ail costs of insurance applicable to the period of construction, and (9) all other costs incurred by the Authority and properly allocable to the acquisition and construction of the'hoject, including all costs financed by the ksurMce of additional Bonds pursuant to Section 501, hereof.

(m) "Debt Service" ahall mean, +th respect to zny.period, the aggregate of the amounts required by' the Bond Resolution to be paid during said period into any fund or funds created by the 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 ss the same shall become due, provided, however, thzf Debt Service shall not include any acceleration of the mzturitp of the Bonds.

,In) "Entitlement Share" shall mean, with respect ta a Participant and any Power Supply Year and with respect to the. generating f a c i l i t i ~ (including.related transmission facilities) and the transmission system facilities of the Projetit, (i) that percentage 'of the output e.d services of such generating facilities set forth in the Schedule of Output Entitlement Shares attached 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 percentage of transmission senices which shall be determined by the Authority during each Power Supply Year to be allocable to such Participant in accordance yith the provisions of Section 308 hereof.

(0). " ~ u e l C03b" shall menn.all costs incurred by the Authority during any Power S u p ply Year that are ~Uoczble to the acquisition, processing, fabrication, transportation, deliver-ing, reprocessing, storage, and disposal.of nuclear materials required for the.generation facil-ities of the Project, including transfers to reserves established by the Authority for such costa related to future Power Supply Years, less credits related to such cost applied as.appropri-ate in the discretion of the Authority.

(p) "Participant" shall mean the political subdivision, which is a party to this Contract.

"Participants" shall mean all political subdivisions in the State of Georgia which o m and op-erate electric distribution systems to serve their citizens, inhabitants and customers by pro-viding them with electric power and energy and which are parties to contracb with the Author-ity substantiaIly identical to this Contract The term "Participants" ahall include the "Par-ticipant," and the terms "a Participant" or "uch Participant" 3hall mean eny one of the Participanis or each of the Participanis, ss the case may be. "Participant" shall include any commission or agency of such political sukdivision which operates or conduct or exercises jurisdiction over any essential function of the Participant's electric distribution system.

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

(r) Proportionate ShareJ1 shall mean, with respect to a Participant and a Power S u p ply Year, that percentzge of the kilowatts or kilowatt hours, as the case may be, of each type of service included in Supplemental B u k Power Supply which such Participant is entitled to receive and for yhich such Participant is obligated to pay in each mo,nth of a Power Supply Year. With respect to kilowatts, such percentage shall be obtained for each month by dividing the masimum one-hour integrated coincident system demand of such Participant's Supple-mental Bulk Power Supply provided by the Authority during the particular month by the mu-imum one-hour integrated coincident systcm 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" shnll 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 zcquired and constructed by the Autharity during the time prior to the Commercial Operation Date of the last of the 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 irndro\\-ernents necessary, in the opinion of the Consolting Engineer, to keep the Project in good operating condition or 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 the Au-thority arising out of any contract to which the Authority may be a party relating to owner-ship of the Pr~ject or zny facility thereof, (iii) those transmission system facilities to which reference is made in the Description of Project and which are required, in the opinion of the Consulting Engineer, to be acquired and constructed by the Authority on or after the Com-mercial Operation Date of the last of the generation facilities of the Project to 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 to 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 plac-ing of the Project in operation for providing Bulk Power Supply, including Supplemental Bulk Power Supply, to the Participant.

(t) "Prudent Utility Practice" at 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 at the time the decision was made, could have been expected to accomplish the desired result at 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 the esclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for manufacturers' warranties and the requirements of governmental agencies of competent

jurisdiction. In evaluating whether any.act or proposal conforms to Prudent Utility Prac-tice, the parties shaII take into account the objective to achieve optimum utilization of the' Authority's resources.

(u) "Supplemental Bulk P o ~ e r Supplf' ehaU mean, with respect to a Participant, that portion of BuIk Power Supply required by such Participant in excas of that supplied'from the Project and, unless otherwise provided, from any future projech 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 capzcity reserve service, transmission ser?

vice, scheduled, emergency, or economy interchange service, and such other service associated with the Project as shall be supplied by the Authority in accordance with the provisions of Section 303, hereof.

(v) "Uncontrollable ~ i r c e s " 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 limited to, failure or refusal of any other person or entity to comply with then esisting contracts with the Authority or Tvith a Participant, an act of God, fire, flood, explosion, strike, sabotage, pestilence, an act of the pubIic enemy, civil and rnilitary authority including court orders, injunctions, and orders of governmental agencies rith proper jurisdiction, in-surrection or riot, an act of the elements, failure of equipmznt, or inability of the Authority or any Contractors engaged in work on the Project to obtain or ship materiels or equipment because of the effect of similar causes on suppliers or carriers, or inability of the Authority to sell or issue its bonds or notes.

(m) "Uniform System of Accounts" means the Uniform System of Accounts for Class A

.and B Public Utilities and Licensees as prescribed and, from time to time, as amended 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 cause to be provided and the Participant shall ta.ke from the Authority the B u k Power.Supply of the Participant. The Authority will be responsible for planning, negotiating, designing, financing, acquiring or constructing, contracting for, administering, operating, and maintaining ail generation and transmission arrangements and fecilities necessary to effect the delivery and sale of such Bulk Power Supply to the Par-ticipant, provided, however, that the Participant may procure alternate bulk power supply resources pursuant to the terms of Section 404, hereof.

4 Section 202. dnnual System Budget.

The Authority will prepare and submit to the Participant an. Annual System Budget a t least ninety days prior to the b e ~ n n i n g of each Power Supply Year. The participant may then submit to the Authority, a t any time until such budget is adopted,' any matters or aug-gestions relating 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 thirtg nor more than forty-five days prior to the beginning of such Power Supply Year and shall cause copiey of such adapted Budget to be delivered to the Participant, provided, however, the Budg-et for e the first 'Power Supply Year shall be prepared, considered, adopted 2nd delivered in

the most practicabte manner available in the di~cretion.of the Authority. As required from time to time during any Pon-er Supply Year after thirty days notice to the Participant, the Authority may adopt an. amezded Annual System Budget for and applicable to such Year for the remainder of such Year.

Section 203.

Reports.

The Authority will prepare and issue to the Participants the folIotving reports ezch month of the Power Supply Year :

(1) Financial znd Operating Statement relating to the Project and to the Supplernmtal Bulk Power Supply, (2) Status of Annual System Eudgef (3) Status of construction budget of the Project during construction, (4) AnaIysis 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 facilities comprising the Project and of the transactions re!ating to the Supplemental Bulk Power Supply as well as of the operations af the Authority in accordance with the Uniform System of Accounts.

Said accounts :hall be subject to an annual audit by a firm of indepeadent certified pubIic accountants e~perienced in electric utility accountin: and of national reputation to be s u b mitted to the Authority rithin sixty days zfter the closa of any Power Supply Year. 'All transactions of the Authority relating to the Project and' to' the Supplemental Bulk Power Supply r;ith respect b each Power Supply Year shall be subject to such an audit.

Section 205.

Consu!ting Engineer.

(a) The Authority will retain a consulting engineer to assist, advise and make recom-mendations to the Authority on matters reIating to electric power generation, transmission, power supply, electric utility operations, rates and charges, fezsibility and budgets and shall

=use such consulting engineer to prepare within oce hundred and twenty days following the close of each Power Supply Year an annual comprehensive engineering report with respect to the Project and. to the Supp:emcntal Bulk Power Supply for the immediately preceding Power Supply Ye3r R-hich shall contain a copy of the annual zudit and which shall indude:

(1) A report on the operations of the Authority; (2) A report'on the management of the.Project; (3) A repod on the sufficiency of iatea a,zd charges for SerhCes; (4) A report on requirements for future bulk power supply; (5) Recommendations as to changes in operation and the making of repairs, renew-als, replacements, e-tensions, betterments and improvements ; and (6) 'A projection of the Authority's costs of pr'oviding the Bu!k Power Supply 'co all Participents for the ensuing five year period..

(b) The ~ u t h o r i & shall -use a copy oi z ~ i d -

e~ginnring report to be delivered to each 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, proposed trans-mission and generation additions and new delivcry points.

Section 207. Diligence.

The Participant will exercise diligence in the operation or' 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 of Standards, will maintain its lines 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 senice equally.from the three phases as nearly as possible and will maintain a power factor of 89.4% lagging or such 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 necesszry permission to enable the agentj of the Authority to carry out this Contract 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 premises of the other at %ll reasonzble.times for the purpose of repairing or removing facilities, rezding meters and performing work incidental to delivery and receipt of B u k Power Sugply.

1 Section 209. Adjustment of Billing.

A t the end of each Power Supply Year the Authority shall determine if the aggregate amount paid by the Participant under Sections 307 and 403, hereof, to pr~vide recovery of 211 the Aut?orit~'s costs during such Power Supply Year was in the proper amoupt, and, upon the making of such determination, any amount found to have been paid by the Par-ticipant in excess 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 the Power Supply Year next succeeding the Power Supply Year for which such adjustment was determined to have been necessary. Ten percent of the amount of any deficiency shall be added to each of the next 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 reierve or work-ing fund and the other Participants shzU have made up the. deficiency crested by such appli-cation or paid additional amounts into such reserve or working fund, amounb thereafter paid to the Authority by such' nonpaying Participant for application to such past due paymenh shall be credited on the Billing Statements of such other Participants in the next month or months as shall be appropriate.

Section 210. Disputed hfonlhly Billing Statement.

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

the 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 Participanvs Paymenb.

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 full 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 or provisions for-such payments shall have been made from the revenues of the electric sys-tem or" th'a PartiGpant or from other funds thereof; the Participant will annually. in each and every fiscaI year during the term of this Contract include in its general'revenue or appro-priation measure, whether or not any other items are included, s,ums sufficient to satisfy the payments required to be made 'in each year by this Contract until a11 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 e-vended for the of paying and' meeting the obligations provided under the terms and conditions of this Contract, 2nd such. appropriation shalI have the same Iegal status as if the Participant had included the zmount of the appropriation in its general revenue or appropriation measure.

Section 212. Rate Covenant.

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

ARTICLE 111 ELECTRIC POWER AND ENERGY FROM THE PROJECT

~ection301. Ownership of Project.

The Authority will issue the Bonds in series from 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 end transmission facilities described in the Description of Project attached

.to this contract and will cause to be delivered to the. Participant during each month of e a h Power Supply Year its Entitlement Share of the. output and services of each iacility of the Project for the useful life of each such facility of the Pr0jec.t.

Section 302,. Costs of Generation and Transmission ~acilitits Comprising the Project.

(a) Those generation and transmission fa Jlities comprising the Project mi, for purposes

of accounting for the ~uthority's costs and charges to the Participants, be separated i n t i (i j generation and related transmission facilities, and (ii) transmission system facilities; (b) The ~uthority's"costs of providing to' the Participants their Entitlement Shares of such generation and related trans,mission'facilities as are included in the Project will be ac-.

counted for as described in 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 bcluded in the Roject wU 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 intewted transmission system agreement with other utilities. The Authority's investment responsibility in such transmission sys&rn 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 during such Power Supply Year by the combined demands of the Authority and such other utilities during such Power Supply Year and expressing the result as a percentage.

The Authority's responsibility for annual capital costs relating to renewals, replace-ments, rep*,

additions, betterments and improvements to and for annual operating costs of such transmission system facilities for any Power Supply Year will be the.

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

(2) h the event the Authority assumes responsibility for bansmission of the Partici-pants' allotments of SEPA power pursuant to mangements for which provision is made in Sections 803 and 804 hereof, the Ailthority's responsibility for investment in, and annual capital and operating cosb of, such transmission system faciIities acquired by the Authority from time to time through participation in such integrated trans-mission system agreement may be increased. The Authority's investment responsibility in such increased transmission system facilities for any Power Supply Year will be that percenhge 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 to all the Participants during such Power Supply Year by the combined demands of the Authority arid such other utilities during such Power Supply Year and expressing the result as a percentage. 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 transmission system facilities for any Power Supply Year w i l l be the annual capital and operating costs incurred by the Authority for such facilities.

Section 30-3. Interconnection Armgements.

The Authority will purchase or provide such generati~lg capacity reserve service, trans-mission service, 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 znd services of the Project and will cause to be delivered to the Participant during each month of the Power Supply Year ib Entitlement Share of such output and services. The Authority may use electric energy from the Project which is surp1us to.the requirements of the Participants, as such su'rplus may be available from time to time, for the purpose' of economy interchange service or other interchange services with others, and any net revenues received by the Authority for any such seriices shall be credited to the Participants by the Authority in proportion to their Entitlement Shares.

10

Section 304.

Operation and Maintenance.

m e 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 En 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

~ u a l l y carried by utilities constructing and operating generating facilities but, in the case of nuclear generating facilities, not less than will satisfy t h ~

requirunents of Federal and atate Iaw and the Nuclear Regulatory Commission regulations zcd such other insurance as is usu-ally carried by e!ectric utilities in conformity with Prudent Utility Practice.

Section 306.

Charges and Billings for the Project.

(a) The Authority will establish fair and nondiscriminatory charges for all output and service provided by the.4uthority to the Participants relating to each facility of the Project designed to reeover all of the Authority's cbsts allocable to such facility commencing with the CommerdalOperation Date of such facility or the dote to which interest has been capitalized on Bonds allocable to such facility, ~hichever is the earlier, as set forth in the Annual System Budget, 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 facil-ities of the Project shall include at least the following itens of costs and expense:

. (11 ".Annual Project Generation Fixed Charges," which means:

(A) the'amount vhich the Authority is required under the Bond ~esolution to pay or deposit into any fund or account estzblished 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 fzcilities of the Project and (ii) the working capibl which is required by the Authority for providing Bulk POW-er Supply, including Supplemental Bulk Poner Supply to the Participants and which is zllocable to the generation and related transinission 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 fzcilities of the Project which the Authority is required under the Bond Resoluuon to pay or dzposit during such Power Supply Year into any other fund or account established by the Bond Resolu-tion, and shzll include, without limitation, any such amounts required to make 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-ticipants of amounts due under its or their Power Sales Contracts with the 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; (D) zrnounts which must be reaiiied by the Authority for coverage of ~ ; b t Service as may be required by. the Bond Resolution :

(E) amounts which must be set aside by fie Aut3ority for the retireaent from

service, deckunirsionin& or dis;osal of -the generation facilitiu of the Project.a may be required by the Bond Resolution; (F). imoints which must be paid by the Authority for the purchase of generat-ing capacity reserves for the Project; and

. (G) amounts mhich must be paid by the duthority for the purchase of transmis-sion service for the Project ; and (2) "Other Annual Project Generation Costs," which meam:

(A). all costs of producing and delivering electric power and energy from the Project and providing the Participants' Entitlement Shares including, but not limited to, (i),Fuel Costs and other ordinary operation and maintenance costa and provi-sions for reserves therefor, administrative and general costs, insurance, overhead and any charges payab1.e 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 and conducting of the business of theAuthor-ity including salaries, fees for legal, engineering, and other services and all other eqensea properly re124d to the conduct of the affairs of the Authority; and (B) amounts required of the Authority by the provisions of the Bond Resolu-tion to pay the cost of or to provide resesves for (i) extraordinary operating and maintenance costs including the costs of scheduled, emergency, or other interchange service 2nd the prevention or correction of any unusuzl loss or damage to keep the generating facilities of the Project in good operating condition or to prevent a loss of revenue thereI'rom, (ii) any major renewals, replacements, repairs, additions, bet-terments and improvements n ~ e s s a r y, in the opinion of the Consulting 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 governmental agency hav-ing 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 relating to onnership of the Project or any facility ther*

of to the e ~ t e n t that the Authority is not reimbursed'therefor from the proceeds of insurance or funds for such payment are not available 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 t o Article V of this Contract.

(c) The Annual P r o j e t Costs allocable to the transmission system facilities of the Project shall include a t least the following itens of costs and expense:

(1) "Annual Project ~ r i n r m i s r i o n Fixed ~ h n r ~ e s, "

which means :

(A) the amount which the Authority is required under the Bond Resolution to pay or deposit into. any fund or account established by the Bond Resolution for the payment of Debt Service and any reserve kquirementz for. Bond3 which are allocable to (i) the transmission system facilities of the Project and (ii) the work-ing capital 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 faciIities o i the Project;

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

allocable to the transmission system facilities of the Project which the Authority is required under the Bond Resolution to pay or deposit during such Power Supply Year into any other fund or account established by the Bond Resolution, and shall include, without limitrtion, any such amounts required to make up ariy deficiency in any reserve fund or working find required or permitted by the Bond Resolution r ~ u l t i n g from a default in payments by 2ny Participant or Participants of amounts due under its or their Power Sales Contracts with the Authority; (C) the amount which the Authority is required under the provisions of the Bond Resolution to pay or deposit into a reserve for renewals and replaments; and (D) amounts which must be realized by the Authority for coverage of Debt Service as may be required by the Bond Resolution; and (2) "Other Annual Project Transmission Costs," which means:

(A) amounts for ordinary operation and maintenance costa, administrative and geaeral costa, insurance, overhead, and any other charges payable by the Authority in connection with auch transmission system facilities, including all credits due to Participants with respect. to delivery point transmission facilities; and (B) amounts req.uired of the Authority by the provisions of the Bond Resolu-tion to' pay the costa of or to provide reserves for (i) estraordinary operation and maintenance costs, 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 therefrom, (ii). an,y rslajor renewals, replace-.,

ments, repairs, additions, betterments and improvements necessary, in the opinion of the Consulting Engineer, to keep the transmission system facilities of the Project in good operating condition or to prevent a loss of revenues therefrom and (iii) any mzjor additions, improvements, repairs or modifications to any such transmission.

facility 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 Au-thority arising out of any contract to which the Authority may be a party relating t4 ownership of the Project or any facility thereof to the extent that the Authority is not reimbursed therefor from the proceeds of insurance or funds for auch 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 each month during each 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 iuch rum shall equal the Participant's Entitlement Share of that amount of Annual P~ojcct Costs, as estimated in the 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 ~ n e n t shall include a credit for such delivery point trans'mission facilities as are owned, finanr: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 such bill. Amounts due and not paid by the Par-ticipant 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 full. At the end of each PcS;ver Supply Year, adjust-ments of billing shall be made in accordance with Section 209 hereof. If the Participant pays

leu than the full m o u n t due with resped to a Billing Statement, the partial payment so re- '

ceived shall be applied first in discharge of the Participant's obligation to pay its Entitlement Share of the &nual Project Cos's as provided in this Article I11 before any funds from such partial payment are applied to the discharge of the Participznt's obligations under the pro-visions of Article IV hereof.

(e) At such times as the Authority issues additional Bonds in accordance with the pro-visions of Article V, hereof, the Authority wilI increase such elements of Annual Project Coats as ate necessary and the Participant -shall p a y its Entitlement Share of such increased charges pursuant to the provisions of Section 307 hereof.

Section 307.

Project Entitlement and Papment Obligations.

- (a) The Participant shall be entitled to receive its ~ntitlement Shve of the-outpat and transmission services of the Project and of all' services provided by the Authority in ac-cordance with the provisions of Section 303 hereof, as may be available for the useful life oi the Project.

(b) The Participant shall pay its Entitlement Share of Annual Project Cosh set forth in tine monthly Billing Statements submitted by the Authorib to the Participaat in accord-ance with the provisions of Section 306 hereof, whether or not the Project or any part there-of ha3 been completed, is operating or operable or its output is suspended, interrypkd, in-terfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be condition-

'a1 upon the performarice or nonperform.ance by any party of any agreement for 'any causs whatever.

Section 303. Determination of Participant'e Entitlement Shares of. Transmission System Fa-cilities Included in.the Project.

(a) With resject to.transmission system facilities includc'd in the Project, the Entiffe-ment Share for each Participant to be dekrrnined by the Authority for each Power. Supply Year sha!I be the perczntage aI!acable to the Participant of the transmission services provided by the Authority and of the costs incurred by the Authority relating to such transmission aps-tern facilities as are acquired by the Authority from time to time foi the term of this Contract through participation.in an integrahd transmission system agreement with other utilities.

Such percentage 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 to such Participant during each month of such Power Supply Year by the average of the o n e hour integrated.coincident sys!&n demands of total Bulk Power Supply provided by the Au-thority-to all of the Participants during ench month of such Power Su~ply Year and eqweazing the result as a percenhge so that, when all of such Entitlement Shares so computed by the Authority are added together, their sum shall be one hundred. For the purpose3 of such com-putation, the one-hour interval shall be the hour during which there shall occur the maximum one-hour integrated coincident system demands of total Bulk Power Supply provided by the

'Authority to all of the Participants..

(b) In the event the Authority assumes responsibility for transmission of the Partici-pants' allotments of SEPA power pursuant to arrangements for which provision i s made in Sfctions 803 and 804 hereof, and such responsibility results in an increase in the investment in and annual 'operating costs of such transmission system facilities, the Entitlement Share for each ~articipant to be determined by the Authority for each Power Supply Year shall be the percentage ~JIocable to the Participant of the transmirsion services provided by the -4u-

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

Such percentage shall be determined by the Authority by dividing the average of the one-hour integrated coincident system demands of such SEPA power plus the denands 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 of SEPA power and demands of 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 Yezr and expressing the r e sult zs 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 onekhour inte-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 lorth in the Annual System Budget. Rebisions 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 Payments.

All payments required to be made by the Pzrticipant pursuant to the provisions of this Article 111, and all other payments attributable to the Project or to the Annual Project Costs to be made in accordance with or pursuant to any other provision of this Contract, shall be pledged to secure the payment of the Authority's Bonds.

Section 310. Pajmeni as Operating Expense.

So long zs 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 Costa shall be paid by the Participant as a cost of purchased electric power and energy for.

Participant's electric system and as an expense of operation and maintenance thereof. +

Section 311. Crdits to Annual project Cost The AuthoritY may, pursuant to the Schedule of Entitlement Shares and participation in an integrated 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 avy month of the Power Supply Year shall be credited to the Partici-pants in proportion to their Entitlement Shares in the. monthly Billing Statement far the following month.

Section 312. Sale of Excess participant's Entitlement Share.

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

~ntitlement Share 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 pzrt of such excess output and services to such other Participants as shzll agree to take such excess output and services, provided,. however, that in the event the other Participants do not agree to take ths entire amount of such exceas,.the Authority

shall have the right to dispose of such excess 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 Shis section, the Participant's Entitlement Share shall not be reduced, and the Participant shall remain liable to the Authority to pay the full amount of its Eilling Statement as if. such sale had not been made; e~cept that such liability shall be ddischarged 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 POWEX SUPPLY ARRANGE3ENTS

.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 Supply 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 firm power purchases, and unit PoFer senice, firm and nonfirm cepacity end 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 the Authority from other utilities based upon tarifis filed by such other utilities with the Federal Power Commission will be directly 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 402.

Charges for Supplemental ~ " l k Power 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 S u p ply of the Participants designd to recover all of the Authority's costs of acquiring, financing, opergting and maintaining such Supplemental Bulk Power Supply as such costs are set'forh in the Annual System Budget or any amended dnnual System Budget adopted by the Au-thority pursuant to Section 202 hereof, and such costs shall include Annual Supplemental Costa as defined in Section 102 (c), hereof; and (b) The Authority shall bill the Participant ezch month during ezch Power Supply Year by providing the Participant with a Billing Statement according to the charges established pursuant to the provisions of.this Section 402, for the services supilied to the Participant by the Authority as set forth in Section 403 hereof, and for the costs incurred by the Authority as set. forth in this Section 402, and such bill shall be paid by the Participant on or'before the.

tenth day from 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 full. At the end of each Power Supply Year, adjustments of billings shall be made in accordance with the provisions sf Section 209 hereof.

Section 403. Supplemental Bulk Power Supply Taken by the Participant, The Participant shall take all of i'ts Supplemenhl Bulk Power Supply from the Authority and shall pay to the Authority the Participant's Proportionate Share of -4nnual Supplemental Costs set forth in the monthly Billing Statement submitted by the Authority to the Partici-pant.

~ e c t b n 404.

Alternate Supplemental ~ u l k Power Supply Rrioorcea.

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

(a) In no event wilI the Participant's ~ntiilement Share of the 'project be reduced, and the Participant will continue to be obligated to pay its Entitlement Share of Annual Project-Costs ;

(b) The Participant will enter into an interconnection agreement with the Authority for reserves, emergency, economy, scheduled and other interchange service, the terms and condi-tions of which will be sfmiIar to those contained in interconnection arrangements between the Authority and others ; and (c) The participant will give notice to the Authority of its intention to procure such alternate source which will relieve the Authority from its obFgztion to provide service equiv-alent to such alternate source Such notice will be at least the following:

(1) Troo 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 service3 of the generating facilities of the Project; (2) Thre years if such alternate sources equals more than 20% but not greater than 30% of Participant's totaI peak dimand less SEPA power and Participant's EntitIement Share oi the output and services of the generating facilities included in the Project; (3) Five y e w ii such alternate source equals more than 30% but not greater than 40% of Participant's total peak demand less SEPA power and Particiljant'J Entitlement

. Share oi the output.and services of the generating facilities of the Project; (4) Seven years if such alternate source equals more than 40% but not greater than 60% of Participant's totzl peak demand less SEPA power and Participanfs Entitlement' Share of the putput and services of the generating facilities of the Project; (5) Nine years if such alternate source equals more than 60% of ~articifia&'a total peak demand less SEPA power and Participant's Entitlement Share of the output and services of the generating fzcilities of the project;'

Provided, however, that the Authority and the participant may mutually agree to a notice shorter than any of those providec.above if no burden or cost would be imposed upon the Authority as the result of such shorter notice.

Section 403. Interconnection Arrangements.

The Authority.and the Participant may mutually agree to enter.into interconnection ar-rangemenb for reserves, emergency, economy, scheduled and other interchange service for generation and transmission facilitim owned by the participant on the effective date of this Contract, the terms and conditions of which arrangements shall not be inconsistent with the provisions of this Contract.

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

(a) Additional Bonds may be soId and isked by the Authority in accordance with the provisions of the Bond Resolution at any time end from time to time in the eyest, for any 17

reuon, the p r o c d s derived from the sale if the Bands first validated pursuant to the prc-.

visions of the Act and of this Contract shall be insufficient for the purpose of completing the 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 Dzte of the last of the genyating'facili-ties of the Project to be completed in order to meet the Authority's investment responsibility during such period 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 hereof.

(b) Additionel Bonds may be sold and issued by the Authority in accordance with the pro-visions of the Bond Resolution at any time and from time to time in the event funds are re-quired t o pay the cost of (i) any major renewals, replzcements, repairs, additions, better-ments, or improvements, 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 modifications to the Project, or any de-commissioning~ or disposals of the Project, required by any governmental agency having jurisdiction over the Project or for which the Authority shall be responsib1e.b~ 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 for each gener-ation facility of the Project in any Power Supply Year to the extent that sufficient funds are not available in any resorves established by the Authority for Fuel Costs; provided however, that no such additional Bonds may be issued for the purpose of adding additional generating units to the Project.

(c) At such time as funds may be required to provide funds in excess of those provided from the sale of the Bonds first validated pursuant to the Act and this Contract to meet the Authoritfs investment responsibility in connection with the agreement to which the Authbri-ty may be z party providing for 2n inkgrated transmission system, in accordance with the provisions of Section 302, hereof, the Authority may provide such funds as may be necessary therefor by the issuance of additional Bonds.

(d) Any such additional Bonds shall be secured by vaignment of the payments to be made by the Participants pursuant to the provisions of Article 111 of the 'Power Sales Con-tracts, including pzymenb required to be made under Article 111 of this Contract, and all oth-er payments zttributable to the Project or to the Annusl Project Costs t o be made in accord-ance with or pursuant b any other provision of this Contract, znd such other Power Sales Contracts, as such payments may be increased and exkended by reason of the issuance of such additionaI Bonds, and such additional Bonds may be issued in amounts sufficient to pay the full amount of auch costs and sufficient to provide such reserves as may be reasonably de-'

termined 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 as to the security af-.

forded by the proyiaiony of thia Contract and of all other Power Sales Contracts between the 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. lssuance of Refunding Bonds.

In the event the Annual Project Costs b the Participants of elecMc power and'energy from the Project may be reduced by the refunding of any of the Bonds then outstanding or in the event it shaU otherwise be advantageous, in the opinion of the Authority, to refund any Bocds, the Authority. may issue and sell refunding Bonds to be secured by assignment of the payments

t o be rnzde by the Participants pursuant to the provisions of Article IU of the Power ~ d e s Contracts, including payments required to be made under Article ILI of this Contract, and all other payments attributable to the Roject 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 relating to the Roject and to the issuance of Bonds therefor with a l l bonds thereto-fore issued pursuant to and secuted in accordance with the provisions of this Contract.

Section 503. Adjustment of -4nnual.Projcct Cast.

I n the event the proceeds derived 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 Bands there-for, exceed the aggregate amount required for the purposes for which such Bonds were is-

.sued, the mount of such excess shall be used to make up any deficiency then existing in any fund or account 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 necesary and appropriate to reflect such acceIerated retirement ARTICLE VI DEFAULT

~ k t i o n 601.

Event of Default.

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

Section 602.

Continuing Obligation, Right. to Discontinue Semice.

In the event of any such default, the Participant shall not be relieved of its liability f o r payment of the amounb in default, and the Authority shall have the right to recover from the Pzrticipant any amount in default. I n 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 for specific performance as 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 the Par-ticipant, cease and discontinue providing all or any portion of the Participant's Bulk Power Supply. '

Section 603. Levy of Tax for Payment.

In the event of such default by the Participent, the Participant shall provide for.the a&

sessment and collection of an annual tax sufficient in amount to provide funds annually to make all payments due under the provisions of this Contract in each year over the remainder of the life o j this Contract and the Authority shall have the right to bring any suit, action, or 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 each ye? of the remainder of the life of this Contract.

Section 604. m f e r of Power and Energy Pursuant to Default.

In the event of a default by a Psrticipant, the Authority shaU hansfer, on a pro rak basis to all other Participants which are not in default, the defaulting Participant's Entitle-ment Share of the output and serhces of the Project which shall have been discontinued by reason of such default, and the pro rata portion of such EntitIement Share of the default-ing Participant so transferred shall become a part of and ahan be added to the Entitlement Share of each such transieree Participant, and the trimsferee Participant shall be obligated to pay for ifs Entitlement Share, increased as aforesaid, as if the Entitlement Share of the transferee Participant, increazed as aforesaid, h2d been stated originally as the Entitlement Share of the transferee Participant in its Power Sales Contract with the Authority, provided, however, that in no event aha11 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 Project from the Authority in e~cess of fifty percent of the most recently established mar-imam annual hourly peak demand of such transferee Pzrticipant and provided, further, that the obligation of the defaulting Participant t o pay the Authority shall be reduced to the extent that payments shall be received by the Authority for that portion of the defaulting Earticipant's Entitlement Share which may be traderred as eforesaid.

Swtion 605. OtherDefault by Participant.

In the event of a failure of the Participant to establish, maintain, or collect rates or chzrges. adequate to provide. revenue sufficient to enable the Participant to pay all amounts due to the Authority under this Contract or in the event of a failure of the Participant to take from the ~ u t h h t y its Bulk Power Supply in,accordence with the provisions of this

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

merit or obligation. af this Contract, the Authority may bring any suit, action, or proceeding in law or in equity, incIuding.rnandamus, injunction end action for specific performance,, as may be necessary or apgropriate to enforce any covenant, agreement or obligation of this Contract against the Participant Section 606. Default by Authority.

In the event of any default by the Authority under zny covenant, aggeement 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 performance may be necessary or appropriate to enforce any covenant, agreement, or obligation of-this Conkact against the Authority.

Section 607. Abandonment of Remedy.

In case any proceeding taken.on account bf any default shall have been discontinued or abandoned for any reason, the parties to such proceedings shall.lx restored to.their former.

po'sitions and rights hereunder, respectiveIy, and 211 rights, remdies, powers, and duties of the Authority and the' Participant shall ccntinue 2s though na auch proceedings had been taken.

GENERAL Section 701. character and Continuity of Service.

(a) The A.uthority may temporarily interrupt or reduce deliveriu of eIectric energy to the Participant il the Authority determines that such interruption or rduction is necessary in c u e of emergencies or in order to iastall equipment in or make r.epnirs to or reglacementq

investigations, md inspectiom of or to perform other maintenance work on ita generation or transmission facilities and related apparatuses. After informing the Participant regarding

.any such planned interruption or reduction, giving the reason therefor, and stating the prob-able duration thereof, the Authority will to the best of its ability schedule such interruption or reduction at a time which %ill cause the least interference with the operations of the Participants.

(b) The Authority shall not be required to.provide, or be liable for failure to aervice under this Contract when such failure o'r the cessation or curtailment of or inter-ference with the service is caused by Uncontrollable Forces or, with respect to the services to be provided ior Supplemental Bulk Power Supply, is caused by the failure or refusal of any other bulk power supplier to enter into reasonable contracts with the Authority or by the inability of the Authority to obtain any required governmental appmvala to enable the Au-thority to acquire or construct any facilities.

Section 702. Metering. '

(a) The Authority reserves the right to provide for in,otallation of meters and will pro-vide or cause to be provided all necessary metering equipment for determining the quantity and conditions of the supply of electric power and energy delivered by the Authority under this Contract; provide3 however that the Participant may at its own cost.install additional metering ituipment to provide a check on that of the Authority. The Participant shall supply without cost ta the Authority a suitable place for installing the Authority's metering equip rnent.

(b) If any meter used for bilIing fails to register or is found to be inaccurate, the Au-thority shall repair or replace such meter or cause it to be repaired or 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 more than two percent above or below normal shdl be considered accurate insofar as correction of billings is concerned. If, as a result of any test, a meter is found to register in eycess of h o percent above'or below normal, then the reading of such meter previously taken for billing purposes shall. be corrected for the period during which it is established the meter was inaccurate, but no correction shall be made for any period beyond sixty days prior to the date on which an inaccuracy is diacovered by such test.

(c) In addition to such teots as are deemed nececsary 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--rue of such test shUl be,borne, by the Participant.

(d) The Authority shall notify the Participant in advance of the time of any meter test SO that.a representative of the Participant may be present.

Section 703. Power Deliveries.

Power and e n e r n furnished to the Psrticipant under this Conkact s h d be in thb form of three phase current, alternzting at a frequency of appro-xhately 60 Hertz.

Section 704. Liability of Parties.

The Authority and the Participant shall assume full. responsibility and liability for the maintenance and operation of their respective properties and esch shall indemnify and save harmless the other from all liability and expense on account of any and all damages, daima,

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 equip merit of the indemnifying party and not caused in whole or in part by the negligence of the 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 be paid solely from the revenues, of the Authority, and any payments made by the Authority to satisfy. such liability shaII become part of the Annual System Budget.

Section 705.

Other Terms and Conditions.

Service hereunder shall be in accordance with such other.tee-and conditions as are established as part of the Authority's service rules and regulations, which shall not be in-consistent with the provisions of this Contrad.

Section 706.

~ssignment of Contract.

(a) This Contract shall inure to the benefit of and shall be binding 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, t'ccept for the assignment by the Authority authorized hereby, neither this Contract nor any interest herein shall be transferred or assigned by

, either party hereto except with the consent in writbg of the other party hereto, provided, however, that such consent shall not be withheld unreasonably. No assignment or transfer of this Contract shall relieve the parties of any obligation hereunder.

(b) The Participant acknowledges and agrees that the Authority may assign and pledge fx' the Trustee and Co-Trustee designated in the Bond Resolution all its right, titIe, and in-terest in and to all payments.to be made to the -4uthority under the pro.ovisions of Article.IU of this Contract and all payments ahiutable to the Project or to the'hual Roject.Costs to be made in accordance with or pursuant to any other pmrision of this Contract as security for the payment of the principal (includ.ing sinKng fund installments) of, and premium, 2 any, and interat on all the Bonds, and, upon the execution of such assignment and pledge, such Trustee shall have all rights and remedies herein provided to the Authority, and any reference herein to the Authority shall be deemed, with the necessary changes in detail, to include such Trustee which shall be a third party beneficiary of the covenants and a'gree-ments of the Participant herein contained.

Section 707.

Termination or ~m&dment of Contract.

(a) Tht Contract shall not be terminated by either undu any cbc-'tarice&

whether based upon the default of the other party under this Contract or any other instru-.

ment or otherwise e..cept as specifically provided in this Contract.

(b) This Conkact shall not be amended, modified, or o t h e h e a3tered in any m'8~11er that will.adversely affect the security for the Bonds afforded by the provisions of this Con-tract covering the purchase and sale of power hereunder upon which the owners from time to time of the Bonds shall have d i e d as an inducement to purchase and hold the Bonds. So long as any of the Bonds are outstanding or until adequate provisiom for the payment thereof have been made in accordance e t h the provisions of the Bond Resolution, this Contract skall not he amended, modified, or otherwise altered in any manner which will reduce the pay-ments pledged as security for the Bonds.or eitend the time of such payments provided here-in or which will in any manner impair or adversely atfect the rights of the ownera fram time to time of the Bonds.

(c) None of the Paver Sale contracts-may be amended as to any one or more Participants 22

ao as to provide terms and conditions diiferent from those herein contained except upon'writ; 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 UNDERT-N BY THE AUTHORITY Section 801.

' Future Projects.

The Authoritfr may from time ta time conduct studies and negotiations with respect to planning, designing, financing, constructing, administering, operating, and maintaining or otherwise zcquinng future generation and transmission facilities or rights to the output thereof in addition to those contemplated. for the Project, and may make recommendations to the Participant that such future facilities be undertaken by the Authority. If the Participant wishes to participate in and the ~uthority wishes to undertake any such future facilities, the Participant shall cvecute a contract therefor with the Authority.

Section 802.

Future Participants.

It is expressly understood 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 participation in other projects undertaken by the Authority.

Section 803.: Changes in ~rist&g SEPA Arrangements.

The Authority may negotiate bulk power supply arrangements with the Southeestern.

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,chang~'

are for the =-

pressed purpose of lowering the Participants' overall bulk power supply costs by acquisition by the Participants of their fuU lawful allotments of Southeastern Pomver.Administration power. U such erpressed purpose is echieved and the Authority wishes to: undertake such arrangements, the Participant may execute a contract therefor with the Authority' in:which the Participant may assign its allotment of Southeastern.Power Administration power to the.

Authority for delivery by the Authority to the Participant..

Section 804. Other SEPA ~ r r a n ~ e m e n ~ s,

The Authoriht may negotiate other bulk power lupply a&angernenh with the Southease ern Power Administration relating ta other proj.ets of the southeastern' Power Administra-tion not nom included in the currently existi& contracts between the Participants and the Southeastern Power Administration for acquisition by the Participants of their full lawful allotment of such other projects. The Participant may assign i t allotment of such other projects to the Authority for delivery by the Authority to the Participant' Section 805..Allocation of Casts.

Until the Authority shall undertake a future pioject or until the provisions of Sections 803 or 804 hereof relating to SEPA arrangements are implemented, all operating and main-teaance costs related to the operating and conducting of the business of the Authority shall be treated as.Annual Project Cost and, upon the undertaking by the Authorib of a future project or upon implenentation of the provisions of Sections 803 or 804 hereof, the Authori-

ty shall allocate an appropriate share of its administrati~.e and general expense to auch future project and such' arrangements under Section 803 and 804.

SEVERABILITY In case any one or more of the provisions of this Contract shall for any reason be held to be.ille2al or invalid by a court of competent jurisdiction, it is the intention of each of the parties hereto that auch illeg21ity or invalidity ahall 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 Contrect 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-lams of Georgia, and, if any provisions hereof conflict with any,

applicable provi3ion of said Conztitutian or..laws,.the latter as adoptea by the le~slature and as interpreted by the courts of this state shall prevail in lieu of any proviaion hereof in con-flict or not in harmony.therewith.

IN WITNESS WHEREOF, the Municipal Electric ~uthority of Georgia has caused this Contract to be executed in its corporate name by its duly authorized officers and, by the execution hereof it is acknowledged thzt payments made under this Contract may be =signed, as provided in Section 706(b) hereof, by the Authority to the *tee and C+Trustee to be designated in any Supplemental Bond Reiolution as security for the payment of all -Bonds of the Authority, as set forth in said Section TOG&) hereof, and the Authority has caused its

. corporate seal to be hereunto impressed and attested; the Participant has caused this Con-tract to be executed in its corporate name by its. duly authorized officers and its corporate aeal ta be hereunto impressed and attested, and delivery herear' by the Authority to the Par-ticipant is hereby acknowledged, all as of the day and year first above written.

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

CHALRMAN ATT :.............. :.....................

SECRETARY -TE%

BY:......... ;..............:.;..........

MAYOB ATT :...................................

-x

DESCRPTION OF PROJECT Initial Facilities.

The initial facilities of the Project 'shall be the following:

I. Initial Electric Geneation and Related Transmission Facilities Included In The Project.

(a) Plant Batch.

A seventeen and seven-tenths percent undivided. interest in the two 807 MWe nominally a k d nuclear genedng units to be known u the Edwin I. Hatch N U C I ~

Units, Numbers One '

and Two, (individually designated ar Hatch Unit No. 1 and Hatch Unit No. 2 and collectively designated as Plant Hatch) to be located neu 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 Appling County, Georgia, in Plat Book 8, page 36, 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 perbining thereto, (ii) the nuclear power reactors, the turbine-generators, the buildings housing the same, G e associated auxili&es and 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 Reliminary Safety Analysis Report, and amendments thereto, which constitute a part of such Application, (iii) inventories of mahrials, 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 the Clerk of the Superior Court of Appli-3 County in Plat Book 8, pages 36, 37, and 38.

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

units to be known as the Alvin W. Vogtle Nuclear Units, Numbers One and Two (individually designated as VogIe Unit No. 1 and Vogtle Unit No. 2 and collectively designated as Plant Vogtle) to be located near Waynesboro in Burke County, Georgia, including for such units (i) land delineated and described in Georgia Power Company Map File M-8-3, to be recorded in the records of the Clerk of the Superior Court of Burke County, Georgia and all land rights pertain-ing thereto, (ii) the nuclear power reactors, the turbinegeneaton, the buildings housing the same, the associated auxiliaries and equipment, and the related transmission facilities 'all as more particularly described in 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 the Pre-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 Plmt Vogtle, provided, however, in the event for any reason Bonds are not issued for that portion of the Roject designated as Plant Vogtle, the facilities described in this subparagrrph (b) shall not be a part of the Roject.

(c) Working Capita.

Working Capital required by the Authority during construction of the Project and for the placing of the Project in operation.for providing Bulk Power Supply, -including Supple-

'mental Bulk Power Supply, t o all the Participants..

II. Initial Traasmission Facilities Included In The Project.

Those trammisaian facilities to be acquired and constructed by the Authority during the time prior to the Commercial Operation Date of the last of the generating facilities of the Project to be completed in order to meet its investment responsibility during such time in

. connection with any agreement for an integrated transmission qatem to which the Au-thority may be a party in accordance 'with the ~rovisions of Section 302 of the Contract.

Additional Facilities.

The additional facilities of the Project shaU be those additions and improvements to the electric generation and related transmission facilities and to the transmiseion system facilities of the Project provided for in clauses (i), (ii) and (iii) of Section -102 (a) 'of the Contract SCHEDULE OF EN'RTLEJIELYT SHARES..

I. PARTICIPANTS' ENTITLEMENT SKARES OF TRE OUTPUT AND SERVICES OF THE GElVERATlNG FACILITIES (INCLUDING RELATZD TRANSJilSSION FACIWl'lES)

I'NCLUDED IN TKE PROJECT The Participants' 'Entitlement Shares of the output and services of the. generating facili-ties (including related transmission facilities) of the Roject, which Roject incIud& a seven-.

teen and seven-tenths percent undivided intereat in Plant Hatch and a thirty percent undivided interest in Plant Vo@le both of which '

~

e more particularly described in'the' Description of Project, and of the services pr0vid.d by the Authority in accordance with the provisions of.

.Section 303 of the Contract, shall for each Participant be those Entitlement Shares set farth in the following scheduIe:

Entitlement Ehtitlement Entitlement Initial Share Alkr Share Mter Share After Entitlement FinL Suoud Third Participant Share AdInrtment Adjustment AdJustment

1.

70

.ACWORTH ADEL ALBANY BARNESVIm BLAItELY TOWN OF BRMSON BUFORD CAIRO CALHOUN CALfZLA CARTERSVILLE COLXZGE PARK COWERCE COVINGTON.

CRISP COW DOERUN DOUGLAS EAST POINT ELBERTON

ELLAVILLE F-ASRBIELN FIT2 GERALD FORSY'T'H FORT VALLEY G R ~ I L L S GRIFFIN HOGANSVlWIE JACKSON LA FA YE'^

LA GRANGE LAWRENCEVILLE MANSFIELD MARIETTA MONROE MONTICELLO MOULTRIE NEWNAN NORCROSS PALMETTO QUITMAN S+NDERSVILLE SYLV.4NI-4 SYLVESTER THOUSTON THOX4SVILLE WASHINGTON r n S T POINT WHIGHAM TOTAL 100.000 100.000 The Initial Entitlement Share set.forth above shall be the Entitlement Share for the.. '

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

The ~ntitlement Share Aft= Firrt Adjurtmcnt shall be the Entitlement Share for the period commencing with the Commercial ~p&a;tibn Date of Hatch Unit No. 2 or January 1; 1979, whichever is the earlk, and ending with the Commercial Operation Date of Vogtle Unit No. I or December 91, 1982, whichever is the earlier.'

The Entitlement Share After Second Adjustment shall be the ~ntitlement Share for the period commencing with the Commercial Operation Date of Vogtle Unit No. 1 or January

'1, 1983, ~vhichever is the earlier, and ending with the Commercial Operation.Date of Vogtle Unit No. 2 or December 31, 1983, whichever is the earlier.

The Zntitlement Share After Third Adjurhent shall be the Entitlement Share for the period commencing with the Cummercial Operation Date of Vogtle Unit No. 2 or January 1, 1984, whichever is the earlier, and ending with the last day of the tenn of the Contract;

provided however, that in the event Plant Vogtle is not constructed, the Entitlement Share After Second Adjustment and the Entitlement Shark After Thhd Adjustment shall not be applicable, and the Entitlement Share After Fixst Adjustment shall apply for the period commencing with the Commercial Opemtion Date of Hatch Unit No. 2 or January 1,1979, whichever k the earlier, and ending with the 1st day of the teG of the Contract; and provided further that the Authority, in accordance with 'the prnvisions of Section 311 of the Contract, will sell the output and services of such undivided interests in Plant Hatch and Plant Vogtle to Georgia Power Company in accordance with the foLlowing schedules:

(a) Hatch Unit No. 1 a n d ' ~ a t c h Unit No. 2.

Percentage of Output mnd Scrricy To ba Sold t6 Power Supply Yemr Gr. Power Co.

.That Portion of the Power Supply Year Remaining After the Commercial Operation Date of a Unit of the Project 60.0%

First Full Power Supply year Following Cornmereid Operation Date Second Full Power Supply Year Following Commercial Operation Date Third Full: Power Supply Year

FoIloKing Commercial Opera tion Date

~ o u r t h Full Power Supply Year FoUowing Commercial Operation Date Fifth Full' Power Supply Year F o l l o ~ 5 g Commercial Operation Date.

Sixth Full Power Supply Year Following Commercial Operation Date Seventh Full Power Supply Year Following Commercial Operation Date.

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

Percentage of.

Output and Serrfcea To br Sold ts GA. Power Co-That Portion of the Power Supply Year Remaining After the Commercial Operation Date of a Unit of the Project 60.0%

First Full POW-SuppIy Yeat.

Following Commercid Opeation Date 60.0 %

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 Commercial Operation Date Sixth Full Power Supply 'Year Following Commercial Operation Date Seventh.Ful1 Power Supply Year Following Commercial Operation Date provided, however fiat for the purpose of determining the percentage of output and services.'

to be sold to Georgia Power Company, the First Full Power Supply Ycar. F.oUowing Commer-cial Operation Date, with respect ta Vogtle Unit No. 1 shall be no later than the cakndar year 1984 and with respect to Vogtle Unit No. 2 shaII be no later than the d e n d a r year 1985, apd the percentage of output and s-cea to be sold (when such output and services a i e available for such sale) shall be taken from the foregoing schedule for the appropriate year bssed upon t h e conclusive presumption that the Commercial Operation Date of Vogtle Unit No. 1 is no later than the Y-1983 and that the Commercial Operation Date of Vogtle Unit No. 2 is no later than the Y-1984, and provided, further, that the amount of such capacity sold to Geor-..

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

It understood that there shall not be any reduction in Entitlement Shares of the Par-ticipants as a result of such sales of ou.tpu'; a i d services b G e p r ~ a Pover Compa~y'end each Partidpant s h d remain liable for its full Entitlement Share except such liability shall be discharged to the extent the 1-uthority receives payment from Georgia Power Company.

ll. PARTICIPANTS' ENTITLEMENT SHARES OF SERVICES OF TR.4NSMISSION SYSTEM FAClWTIES INCLUDED IN THE PROJECT.

The Participants' Entitlement Shares of Services of Transmission System Faciiities included in the ~roject'shd be determined by the Authority during each Power Supply Year in accor-dance with the provisions of Section 308 of the Contract

. AMENDMENT P O ~ R SALES CONTRA^

Between MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA and THE UNDERSIGNED PARTICIPANT This Amendment of Contract, made and' entered into as of Match 1,1976, 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 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.

W I T N E S S E T H T H A T :

BE it remembered that a Power Sales Contract dated es 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 respects, NOW THEREFORE:

For &d consideration of the premises and the mutualcovenants k d agreements herein-after set forth, it. is agreed by and between the parties hereto as follows:

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

Section 2. Section 102 0) (3) 'of said Conbact 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 inventoly for any generation facility of the Roject and working capital and reserves therefor and worldng capital and reserves for reload fuel and addi-tional fuel inventories."

. section 3. Sectipn 1 0 2 (i) bf said Contract is imended by deletirig the word "0ut@ut" in the fourth line thereof.

Sec6on 4. Section 102 (0) of said Contract is deleted in its entirety and the following new Section 102 (0) is substituted in lieu thereof:

"(0) 'Fuei Costs' shall 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 Roject, inciudkrg transfers to reserves established by the Authori-

ty for such costs related to future Power Supply Years, less credits related to such costs appIied as appropriate in the discretion of the Authority.

Section 5. Section 102 (s) of said Contract is deleted in its entirety and the following new Section 102 Is) is substituted in lieu thereof:

"(s) 'Roject' shall mean those electric generation and related kansmission facilities which are identified in the Docription of Project and those transmission system facilities to which reference is made in the Description of Project to be acquired and constructed by the Authority during the time prior to the Commercial Operation Date of the last of the generating facilities of the Project to be completed in order !o meet the Authority's investment responsibility during such time in connection with any agrecment for an integrated trqsmission system to which the Authority may be a party in accordance with the provisions of Section 302 hezeof, together with (i) any major renewals, replacements, repsirs, additions, betterments and improvements neces-sary, in the opinion of the Consulting Engineer, to keep the Project in good operating condition or to prevent a loss of revenue therefrom, (ii) any major additions, improvements, repairs and modifications to the Project and any decommissionings or disposals of the Rojed, required by any governmental agency having jurisdiction over the Roject o; for which the Authority shall be responsible by virtue of any obligation of the Authority arising out of any contract to which the

~uthority may be a party relating to ownership of the Project or any facility thereof, and (iii) working capital required by the Authority during construction of the Project and for the. placing of the PIoject in operation for providing Bulk Power Supply, including Supplemental Bulk Power Supply, to the Participant."

Section 6. Section 401 of said Conpact is dclited in its entirety and the following new Sechon 401 is substituted in lieuthereof:

"Section 401. The Authority wilI provide or cause to be provided to the Participant its Supplemental Bulk Power Supply during each month of each Power Supply Year. Such Supple-mental Bulk Power Supply may include, but shall not be limited to, partial and full requirements power and unit power service, generating capacity reserve senrice, firm and nonfirm capacity and energy service, transmission service (including transmission service purchased by the Authority to supplement the Participant's Entitlement Share of transmission services provided by.

the Authority from those transmission systems facilities incIuded in the Roject) and other interchange service mede available as a result of transactions, with other utilities. The costs ta 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 d k e d y 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. Section.501 (b) of said ~ o n t r i c t is deleted in iti entirety and the f o l l o ~ i i ~

new Section 503 (b) is substituted in lieu thereof:

"(b) Additional Bonds 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 Project necessary, in the opinion of the consulting Engineer, to keep the Roject in good operating condition or to prevent a Joss of revenues therefrom, (Ti) any major edditions, improvements, repairs, or modifications to the Project, or any decornmissionings or disposals of the Project, required by any governmental agency having jurisdiction over the Roject

C or f o ~

which the Authority shall be rr+ponsible by virtue of any obligation of the Authority arising out of any contzact to which the Authority may be a p a y relating ro ownership or the Project or ~y'fscility thereof, or (iii) reload fuel or additional fuel inventory for any generation iacility of the Project in any Power Supply Yew to the extent that sufficient funds are not, svailabh in any reserve established by the Authority for Fuel Costs: provided bowever, that no such additional Bonds may be isued for the purpose of adding additional genetating units to the

.Project.

-on

8. Section 501 (c) is deleted in the its entirety, and Section 501 (d) is renumbered Section. 601 (c).

Section 9. The.attachment to said Contract entitled "Demiption of Project".and "Schedule of Entitlement Sharecr" consisting of five pages is deletd in its entbety and the Descrjption of Aoject and Schedule of Entitleinent Shares attached hereto is substituted in lieu theieof-k d o n 10. said Contract shall remain in full force and effect except as herein amended.

IN. WITNESS WHEREOF, The Municipal Electric Authority of Georgia and the Partidpant have cawd this mndrcent of Contract to be executed in.their corpornte names by their duly authorized o f 5 h ind their corporate seals to hereunto impressed and attested, all as of the.

day and year Srst above written.

M UhICIPAE-ELECTR1.C AUTHORITY BY:.

A T ' :

CITY OF C"27

~ C. I Y A C C &

THIS PAGE INTENTIONALLY LEFT BLANK

DESCRIPTION OF PROJECT Initial Facilities.

The initial facilities of the Rojed shall be the following:

I

' Initial Electric enda at ion and Related Transmission Facilities Included In The Roject.

(a) P b t Hatch.

A seventeen and seven-tenths percent undivided interest in the two 807 MWe nominally rated nuclear generating units to be known as the !&win I. Hatch Nuclear Units, Numbers One and Two, (individudly designated as Hatch Unit No. 1 and Hatch Unit No. 2 and collectively designated as Plant Hatch) to be located near Baxley in Appling County, Georgia, including for such units (i) land delineated and described in the records of the Qerk 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 reactors, the turbine-generators, the buildings housing the same, the associated auxiliaries and equipment, and the related transmission 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 Relirninary Safety Analysis 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 P h t 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 to any one or more of the political subdivi-sions listed in the following Schedule of Entitlement Shares which shall not execute a Power Sales Contract 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 to -

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 two 1150 MWe maximym rated nuclear generating units to be known as the Alvin W. Vogtle Nucleat Units, Nurnbeis One azid Two, (individually designated as Vogtle Unit No. 1 A d Yogtli Unit No. 2 and collectively designated as Plant Vogtle) to be located near Waynesboro in ~ u r k e County, Georgia, including for such units (i) land delineated and de5cribed.h Georgia Power Company Map File M-8-15 dated March 15, 1976, to berecorded 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 turbine-generaton, the buildings housing the same, the associated auxiliaries and equipment, and the related transmission facilities all as 'more particularly described in-the Application, and amendments theret4, by the Georgia power Company before the: ~ t o d c Enerb Cornmi@on 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 tools and equipment5 for use in connection with Plant Vogtle, proviped, however, in the event 'for any reason Bonds are not issued for that portion of the Roject designated as plant Vogtle, the facilities. described in this subparagraph (b) shall not be a part of the Project.

(c) Plant Wamley..

A ten percent undivided interest in the two 865 MW nominally rated coal-fired generating 5

units to be known as the Hal Wansley Steam Plant Units, Numbers One and Two, (individually designated as Wansley Unit No. 1 and w&s1ey Unit No. 2 and coUectively designated as Plant Wmley) to be located near Centralhatchee in Heard and Carroll Counties, Georgia, including for such units (i) land delineated and described.jn Georgia Power Company Map-File K-8-1 dated June 5, 1972, to be recorded in the records of the Clerks 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 transmission facilities all as more particularly described' in the en-vironmental impact statement relating to Plant Wansley, and (iii) inventories of materials, sup-plies, fuel, tools and equipment for use in connection with Plant Wqsley, provided, however, in the event for any reason Bonds are not issued for that podion of the Roject designated as Plant Wansley, the facilities described in this subpaagraph (c) shdl not be a part of the Project.

(d) Plant Scheret.

A ten percent undivided interest in the four 810 MW nominally rated coal-fired generating units to be kriown 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 coUectively 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 pertainlng'thereto, (ii) the turbine-generators, the boilers, the buildkgs housing the sage, the stacks, the cooling facilities, the' associated auxiliaries and equipment, and the related transmission facilities all as

.. more particularly described in the environmental impact statement relating to Plant Scherer; and (iii) inventories of mzterials, supplies, fuel, took and equipment for use h connection with Plmt Sclierer, provided, however, in the event for any reason Bonds'are not issued for that portion of the Project designated as Plant Scherer, the facilities' described in this subparagraph (d) shall not be a part of the Project.

(e).Working Capital.

Working Capital requked by the Authority during construction of the Project and for the placing of the Project in operation for providing Bulk Power Supply, including Supplemental Bulk Power Supply, to all the Participants.

II. Initial Transmission Facilities Included In The Roject.

Those transmission' facilities to be' acquired and consbcted by the Authority during the time prior to the Commercial Operation Date of the l i t of the generating facilities of the Roject..

to be completed in order to meet its 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 Contract.

~ d d i t i o n i facilities.

7 The additional facitities of the Roject shall be those additions and improvehents to the electric generation. and related trmsmission facilities 'and to the transmission system h a t i e s of the Project 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 AND 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 Project, 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 shall the Entitlement shve 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 schedule, may be increased pro rata by an amount not exceeding fifteen percent of such Entitlement Shares in order that the sum of the remaining Entitlement Shares in each of the following columns when so adjusted shall total 100.000%:

ACWORTH ADEL ALBANY B ARNESVILLE..

BLAKELY TOWN OF BRmON BUFORD CAIRO CALHOUN CAMILLA CARTERSVIUE COLLEGE P m

COMMXRCE COrnGTON CRISP COUNTY DOERUN DOUGLAS EAST POINT ELBERTON ELLAVILLE FAIRBURN FlTZGERALD FORSYTH FORT VALLEY GRBNTVILLE GRIFFIN HOGANSVILLE Iai tial Fstitlement Share k

0.610 1.413 14.151

.. 0.658 0.931 0.035 0.574 1.318 2.266 1.149 6277 5.304 0.760 2.696 2.643 0.129 2.306 7.662 ' '

1.645 0.247 0.544 2.329 0.932 1.647 0.090 3.600 0.331 Entitlement Share After F i t 3 t Adjurtment 70 0.644.

1.220 12.4 68 0.469 0.969 0.035 0.661 1.680 2.638

'1202 6.376 6.373 0.692 2.668 3.166 0.126 2.640

' 6.662 1.351 0268 0.526 2.769.

0.879 I616 0.689 3.080 0.308 Pmtitlemen t Share After Second Adjurtment 0.618 1.162 10.412 0.422 0.836 0.033 0.560 1.807

'2.767 1.104 6.197.

7.409 0.645 2.667 3.369 0.119 2.607.

7.101 1.547 0.298 0.556 2.895 0.967 1.562.

0.083 2.964 0.296 Entitlement Share Aft-Third Adjustment 0.614 1.167 10.043 0.413 0.809 0.033 0.666 1.772 2.793 1.086 6.173 7.669 0.637 2.677 3.410 0.118 2.609 6.976 1.360 0.306 0.664 2.932 0.988 1.654 0.082 2.932 0.294

JACKSON LAFAYE?TE LA GRANGE LAWRENCEVIL~

MANSFmLD MARIETTA MONROE MONTICELLO.

MOULTRIE NEWNAN NORCROSS PALMETTO QUITMAN SANDERSVILLE

. SYLVAMA SYLVESTER THOMASTON THOMASVILLE WASHINGTON WEST POINT WHIGHAM TOTAL 100.000 1W.000 100.000 100.000, The Initial Entitlement Share set forth abdve shall be the.~ntitlement Share for the period commkcing with the Commercial Operation Date of Hatch UnitNo. 1 and ending December 31,,

197 8.

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

The Entitlernent.~hare After Second A d j u t k t shall be the Entitlement Share for the period commencing January '1,1983, and ending December 31,1983.

The Entitlement Share After Third P.djustmer$ shall be the. Entitlement Share for the period commencing January 1,1984, and &ding with the last day of the term of the Contract.

The ~uth'odty, in accordance with the provisions of Section 311 of the contra& will sell a portion. of the' output and 'services of such undivided interests in Plant Hatch, Plant Vogtle, Plant.

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

Prrcaotat* d Onlpot and Surkor To ba Sold ta Power Supply Year G r Power Co.

mat portion of the Power Supply Year Remainink After the Commercial Operation Date of 8 Unit of the Pmject 50.0%

First Fun Pow= S ~ P P ~ Y Year Following Commercid Operation Date 60.0 %

Second Full Power Supply Year FoIlowing Commer cia1 c?Perstion Dab 37.6 %

Third Full Power Supply Year Following Commercial Operation Date 37,6 %

Fourth 3'1111 Power Supply Year Following Commercial Operation Date 26.0 %

Fifth Full Power SuppIy Year Following Commercial Operation D8te 26.0 %

Sixth Full Power Supply Year Following Commercial Operation Data 12.5 %

Seventh Full Power Supply Year Following Commercial Operation Date 12.6 70 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.

U. PARTICIPANTS' ENTITLEMENT SHARES OF SERVICES OF TRANSMISSION SYSTEM FACILITIES INCLUDED IN THE PROJECT.

The Participants' Entitlement Shares of M c e of Transmission System Facilities included 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 AMENDhiEhT POW& SALES COXTRACT

..\\iUNICIPAI. ELECTRIC.4llTHORITS o'F GEORGIA and THE UNDERSICXED PARTICIPANT This Sccvnd.bncaJnlcr,t of Contract, niadc and rntcred illto as uf 41ay 5, 19;'

bp and behvrcn the

~funicr'pal Electric Authority of Ccorgia, a public lady mrpt~ratc and politic and a public. ~ r p i ~ r a t i ~ l l of St;,te of Crcurgh, hcreindtr+r sornetlmes derigllatrd as Lhc Autllori~~

crated by h e pro\\isiu;u of I Ca.

1..

1975, p. 107, as amcndcd, alid tl~r u.ndcnfgn&d pulItic;ll sr~lsdi\\isio~~

of the Statc nf Crorgia. Ircreinafter eamctimes designated as the Participant.

I V I T X E S S E T H :

T HA T :

UE it rcarenrhr-red that a Power Salcs Contract and an An~cndnrent. both datcd u ol March 1, 1976, 1,tu.n p r c v i ~ ~ ~ l y cxccuted by and beh\\-ecll the.4uthority and thc Participa~~t.

and

\\\\'IIERE.\\S, thc partics desire to mend said Ct~ntrart in cerkJn respects.

NO\\!' THEREFORE:

For and in consideration of he premises and tl~c nlutual covenants and agrerrncots hcrcinaftcr set fore, the sdficieny of which is hereby ackno\\\\-lrd~ed,,it is agrccd'by and behvren thc parties hereto..

Y follows:

Section I. Subsection 102(r) of said Power Sales Contract \\\\+herein 'Proportionate Shue' is defined K hereby deleted in its entirety.

Section 2. Scc*ion 403 of said Contract is hereby dcletcd in its entirety and the following new Section is substituted in lieu thereof:

'Section 403. Supplcme~ltnl Bulk Powcr Supply Taken By Participant. The Pvticipant s h d take 111 of its Suplrlcrnental Bulk Power Supply from the Authorie and shall pay to the Authodty its share of Annual Supplemental Cosb set forth in the Pub'cipants month!. Billing Shtement as determined in accordance ~5th the foregoing pro\\isions of this Article I\\' and mbmitted by the Authority to the Participant."

Section 3. Said hendnrent shall bc effective for each Partidpant as of thc time of the May, 19E.

meter readings. The Arrthority is, howevc-r. authoriud to make adj~~stmcnts from working c;rpibl far the period from February 7, 1977, to the cffccti\\*r date of this Amcndrnrnt to offs~ct the amount I)\\. which the total of any Participant's actual billings during such period cxccrded what the total'of such billings \\r*ould.

have been under the WR-9 rate, said adjustments to Lc a. cost of power supply de\\rlopment.

Section 4. Said Chntract shall remain in full force and,effect as herein amended.

IN \\ M m E S S YYnEBEOr, The >lunlclpjl Eleceic Atrhoriy QC Cco+

ar.4 the ~nrticibnalt hive caused this Second Amendment d Cunhct to t c mccu:ed jn their corporate narn~5 by their ddy.

authorized offica and their co'p~ratc rcrk to be hereunto imFreucd and attcstnl. a11 of the day and y e y fFnf above writttn.

14 UNICIPAL ELECIRIC AUTHORITY OF GEORGIA CITY OF ADEL, 'GEO~@ /

MAYOR

POWER SALES CONTRACT BETWEEN MUNICIPALELECTRIC AUTEiORIIY OF GEORGU AND TRE UNDERSIGNED PARTICIPANT

'This Third Amendment of Contract, made and entered into as of February 1, 1978, 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 designated as the Authority, created by the pmvIsioru o[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 remanbered that.^ Power Sales Contract and an ~rn&dment, both dated of March 1,1976, and a Second Amendment dated as of May 25,1977, had been previously uecuted by and betweeh the ~ u t h o r i b and the Participant, and WHEREAS, said Contract contemplates that additional projectr may be undertaken by the ~uthokty to pro-vide o portion of the.Participant's bulk power requirements, tnd it is now deemed feasible. and,&sirable by the Participant and the Authority that the Authority acquire additional generating capacity to provide a portion of said requirements, and WHEREAS, the Participant hu de tcrmined to enpr into a Project Two Power Sales Conbact of even date herewith with the Authority in order to enable the Authority to issue its revenue bonds to pay the cosb of v-quiring md constructing Project Two referred to below and to enable Partidpant to rcceiw output and related.

services from Praject TWO, and WHEREAS, it is neckssary and deskable to amend the said Power ~ d e s Contract, candstcnt with the Bond Resolution, to enable the Authority to estabhh rates and charges, if dejirable; to recover cortr on a combined bash for Slrppleme?ltd Bulk Power Supply and the output supplied from Project Two and zny' fufure projects for which Participant may execute a contract; and to enable the Authority to makt.additiona1 transactions with

.respect tothe output and services of the Project thereunder.

NOW THEEF0R.E:

For. and in consideration of the premises and the mutual covenants and apeemenl hereinafter u t forth, the sufficiency of wbich hhereby adcnowle'dged, it k agreed by and between the parties hereto as fdowj:

Section 1. The Power Sales Contract, u arnended, is hereby further arnended by adding at the end of Sccdon 102 the following de frnitionr:

(x) "Project Two

shall mean the Authority's second project consistiq of additional undivided intexsta kr.Plants W d e y and Schenr. acquired pursuant to an option apeement with Georgia Power'Compfiy dated as Q

of August 27, 1976, at mendc&'whicl project is described in Secticn 10Z(s) of the Project Two Power Sales Contract

&) "Project Two Power Sales Contract" shall me& that certain Contract dated as of the date hereof be-tween the Authority and thc,Participant &the same may be amended from time to time, reIating to the provision of output and related services from Project Two to the Partidpant.

Section 2. The Power Sales Contract, as amended, is hereby further ameaded by deleting Section 401 in its entkety and substituting in lieu thereof the foliowing new Section 401:

,'*Section 401. Supplemental Bulk Power Supply Provided by the Authority.

Ibe Authority d provide or cause to be provided to the Participant its ~ i ~ ~ l e m e n t a l ~ u l k power Supply during each month of.each'Power Supply Year. Such Supplemental BukPower Supply may in-clude, but shag not.be limited to, partial and full requirements Fm power purchases, and unit power service, fin and rion-fin capacity and energy service, transuiission senice (including transmission

.service purchased by the Authority to.ipplement the Participant's Entitlement Shan of transmission services provided by the Authority from those transmission system facilities included in the Project) and other interchange service made amiIablc as a result of transactions with other utilities.

Section 3. The Power S d u Contract, as amended, is hereby further amended by deleting Section 402 in itr entirety and substituting in lieu thereof the following new Section 402:

"Section 402.

b t a and Chagts far Supplemental Bulk Power Supply.

(a) m e Authority may combine the Annual Supplemental Costs with the annual costs of any 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 Authori.ty.maj, esbblish for any of such costs, or combination thereof, separate rates and charges, at the discretion of the Authority, in either case in acmrdance with the provisions of Section 402 (b) hereof.

(b) The Authority win eztablish and maintain fair and nondiscriminatory rates and k g c s which will provide revenue? that a n sufficient, but only sufficient, to pay the Annual Supplemental Costr, whether or not such Cosb arc combined with the annual co& of any future projects underthn by the Authority, including.Project Two, for output and s e ~ c e s of which the Participant hai'executed a con-tract.

(c) The Authority shad bfl,.&e.~artici~ant each month during e u h Power Supply Year by provid-ing the Participant with a Billing Statement for such manth in accordance with the rates and'charges established pursuant to the foregoing provisions of this Section 402 for its Supplemental Bulk Power Supply. Such monthly Billing Statement will include a credit for sucl~ deliwry point transmission facilities as are owned, financed or opeiated by the Participant Such Billing Statement shall be paid by the Participant on or before the tenth day from the date of such bill. Amounts due and not pdd by the Participant on or before said date shd bear an additional charge of one and onehalf (I-i/2%).perctnt per month for each month, or fraction thereof, until the amount due h paid in full: ~ t ' t h e end of each Power Supply Year, adjustmen& of billings shall be made in accordance with the provisions of Section 209 hereof.

(d) In the event h a t,the Authority $sta6lisher rates and charier punulnt to !kction 402 (a) hered to recover, on a combined bash, AMud SupplerncnLi costa and annual costr of iny future projects undertaken by the Authority, including Project Two, for thc output and rruiices. of wMch the P d c i -

pant h s executed a contract, thc Auihority will identify on the Billing Sbtement submitied by the Authority to b e Participurt punumt to Section 402 (c) hereof that mo&t of t!!c revenues to be r e ceived by the Authority from the Participant pursuant to such rates and charges that is allocable to the payment of monthiy Annual Supplunentd Costs. Such amount shall be the revenues to be received by i-..

2

the Authority from the Pankipant no1 allocalcd by the Authority to thc payment of cosu of my such future prqecti pumant to the c m h c b relating to meh projects.

Skdm 4. fhe Paws Sales CmtraEt. u amended, is hertby.Funher amended by ~cnurnbering prcxnt *tion 1 to'*

3'1 1(4, and adding 8 am Section 3 1 I&) to rcad as follows:

'(b)Tfic hrhodty nray.81~0 utilize. sell. and exchange electric capacity and energy from the ~akci?.

put's Enddement Shus of Project One, whenever, in itr dtrcrcuon, any such transaction can reaonably ba kpactsd to d t

br a mort reUablc or economfcal overall Buk Power Supply 13 the Participants.

Ths urdefpired proat& from such d c s or transactions &an. to the exzcnt practicable, be edrnated in

. ths Annual Sy&n Bdpt and my net revenuer actually rectived by the Authoriry as a result of such

. t*d&r dull k cr~dltcd to h c Participant'f Entitlement Share of Annud Projcct Cosu under the

. :~owcr'&rcr ContncfW 5,~dd~ontract Ihd mdIl h fd SO=

and effect v hexin amended.

W.WlRIESS WHEREOF, The MrtnLjpd b ~ t r l c Authorfty or Georgta and the Participant have caused this rd Amendment of Contract to bc =carted tn their corporate nmer by their duly authoriied ofncen and Lr corpora rejr to be hanunto fmprnvd and at&sted,'all of the day and year n i t above written.

MUNICLPAL ELECTRIC AUT)lORITY YQiu,..

BY:

FOURTH AMENDMENT POWER SALES CONTRACT BETWEEN MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA AND THE UNDERSIGNED PARTICIPANT.

This Fourth Amendment of contract, made and entered into as. of May 1, 1980, by and between the Muhicipal 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 G a L. 1975, p. 107, as amended, and the undersigned political subdivision of the State of Georgia, hereinafter sometimes designated as the Partid-pant*

W I T N E S S E T H :

m!E 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, and a Thud 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 Authority's 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.kith 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 premfses and the mutual covenants and agreements here-inafter set forth, the 'sufficiency of which is hereby achowledged, it is agreed by and between the parties hereto as follows:

Section 1. The attachment to the Power Sales Contract entitled "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. Scherer Steam Plant Uliits, 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 for such units (i) land delineated and de-scribed in Georgia Power Company Map File N-85-9 dated. December 19, 1974, containing

spprodmately twenty-seven hundred acres, together with such additional Ian3 of approxi-mately ten thousad acres acquired or to be acquired for use in connection with Plant Scherer, to be recorded in the records of Clerk of Superior Court of Monroe County, Georgia and all land rights pertaining thereto, (ii) the turbine-generators, the boilers, the buildings housing the szme, the stacks, the cooling facilities, the ~ssociated awdliaries and equipment,.

and the related transmission facilities all 'as more particulsrly Qscribed in the environmental impact statement relating to.PIaht Scherer,.(iii) 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 Powei Sales Contract entitled "SCHEDULE OF EN-TITLEMENT SHARES", as amended, is hereby further mended by deleting Plant Scherer

'from the schedule of sales of output and seniices to Georgia Power Company, and adding a new schedule of sales of outgut a d services to Georgia Power Company from Scherer Units One and TWO as follows:

"The ~uthority, 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:~

Percenb e of output and Ieroicur To be Sold to GeorgiaPower.

POW= Rmnlt Year C 0 m p ~ n ~

That Portion of the Power Supply Year Remaining After the Commercial Operation Date of Scherer Units fhe or Two 100.0%

First Full Power Supply Year Following Commercia Operation Date 90.0%

Second Full Power Supply ye&

Following Commerdal Operation Date 80.0%

Thitd Full Power Supply Year Following Commacid Operation Date 70.0%.

Fourth FuU Power Supply Year Followihg Commercial Operatian Dote 60.0%

Fifth Full Power Supply Year Following Commercial Operation Date 50.0%

Sixth F '

Power Supply Year Following Commercial Operation Date 40.0%

Seventh Full POW= S U

~

Y e a Following Commercial Operation Date 30.0%

Eighth Full Power Supply Year Following Commercial Operation Date 20.0%

Ninth Nl Power Supply-Year Following Commercial Option Date 10.0%

The ~uthority may, in its discretion, establish ccinclusive commercial operation dates for units of the Project for the Purpose of the foregoing schedule and such dates may be dif-ferent tram those Commercial Operation Dates established in accordance with Section 102(i) of the Contract-The establishment of the foregoing schedule is not intended to lfmit the power of the ~uthoritjr grenttd in Sectioil 311 to sell and exchange power and energp from the Project." -

2

IN WI-

-OF, Th? Municipal Electric ~uthority of Georgia and the Pafl$ci-pant have e a w d this Fourth Amendment of Contract to be executed in their corporate names '

by their duly authorized otficers and their ccrp~nte seals to be hereunto impressed and a t tested, all of the day and year fhst above written.

MUNICIPAL ELECTRIC AUTEORITY OF GEORGIA

Fl[rnAMENDMElUT 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 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 (Title 46-3-110 O.C.G.A.), and the undersigned political subdivision of the 'State of Georgia, hereinafter sometimes designated as the Participant.

W I T N E S S E T H :

-BE it remembered that a Power Salcs Contract and an Amendment, both dated as of.March 1, 1976, a Second Amendment dated as of May 25, 1977, a Third ~mendment dated 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 of.ProjectFour available to the Participant, and by enabling the Authority lo rearrarige certain sales of the output o'f the Project and Project Four to other'utilitics which is intended to improve substantially the matching of the output of both 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 semces 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 which 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 Salts Contract entitled "SCHEDULE 0F.ENTITLE-MENT SHARES", as amended, is hueby further amended by deleting the reference to Plant Vogtle from the schedule of salu,of output and services 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 3 11 of the Power Salcs Contrakt, as amended, and subject to the provisions of the Alvin W. Vogtle Nuclear Units Numbers One and Two Purchase, ~mcndment, 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 senvices of its Project One ownership entitlement in Vogtle 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:

Pwtcntr a1 Out ut and Eenlco

& Be Sold To Georgia Power Power Supply Year Comprn y That Portion of the Power Supply Year Remaining After the Commercial Operation Date of a Unit of Plant Vogtle 50.0%

First Full Power Supply Year Following Commercial Operation Date 50.0%

Second Full Power Supply Year Following Commercial Operation Date 37.5%

Third Full Power Supply Year Following Commerciai Operation Date 37.5%

Fourth Full Power Supply Year Following Cornmcrciel Operation Date 25.0%

Fifth FuU Power Supply Year Following Commercial Opera tion 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 b e 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 Co~mnercial Operation date of a Unit of Plant Vogtle and continuing until the end of the fourteenth hU 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 Uniu Numbers One and Two, such sales to Georgia Power Company shall be equal to 1008 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 cstablishmcnt 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 213. 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 WEREOF, the Municipal Electric Authority of 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 corpolate seals to be hcrcunto impressed and attested, all of the date and b

year first above written.

MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA Approved As To Form BY: hh%-,e-d Chairman.

ATT:

2flqA.e,

/ Y 6eneral Counsel Secretary-Treasurer.

Approved AS To Form BY: w L

/.

fj -

AND -

THE UNDERSIGNED PAKrICIPANr This sixth Amendment of contract, made and entered into as of January I, 1986, by and bet-the Municipal Electric Authority of Georgia, a public body corporate and politic and a plblic corporation of the State of Georgia, hereinafter sometimes referred to as the Authority, created by the provisions of I Ga. L. 1975, p. 107, as amended (Title 46-3-110 O.C.G.A.1, and the undersigned political subdivision of the State of Georgia, hereinafter satires designated

.. aS.the Participant.. :

W I T N E S S E T H :

BE it remembered, that a Power Sales Contract and an a n d -

.. '. m t, both dated as of W c h 1, 1976, a second Amendment dated as of May '25, 1977, a Third Arrendrrwt, dated February 1, 1978, a Fourth &end-m t

dated May 1, 1980, and a Fifth A m d m m t dated as of NovMlber 16, 198 3, have all been executed previously by and between the Authority and the partkipant; and WEREAS, the City of Oxford (mOxEordtt) which has previously received its wholesale power supply from the City of Covington has requested to became a Participant; and

'WEBRBG, it is in the best interests of the Authority, the Participants and Oxford for Oxford to becarrre a Participant upon the execution of a Power Sales Contract.

I NOWTmmFmE

'i For and in consideration of the premises and the mutual 8,

c m t s and agremnts hereinafter set forth, the sufficihcy of which is hereby acknowldged, it is &greed by and be-the parties hereto that said Contract is further amded as follows :

Section 1. The Authority is hereby authorized to enter into a power Sales contract. with Oxford in substantially theyform of this

~bwer Sales Contract, as d e d, with such changes as may be required to make such contract applicable to Oxford, and to provide Oxford with an Entitlemnt Share of 0.191%, and an appropriate Transmission Entitlement Share calculated in accordance with Section 308 of the Sales Contract.

Section 2. The Authority is authorized to provide a portion of oxford's Entitlement Share from this participant1 s Entitlement Share pro rata with the other.Participants approving this Sixth Section 3. This Participant agrees to continue obligated for its full Entitlement Share without deduction for the pro rata portion assigned by the ~uthority to 0xford:Prwided howwer, thak the Authority hereby agrees that it will take all necessary action to enforce the payment of all sums due by Oxford for..its Entitlement Share, and this Participant shall receive credit for its pro rata share of such payxents.

Section 4. This Sixth Amenkt shall becarre effective *en such &nt has been approved by Participants whose 1985. Transmis-sion ~ntitl-t Shares represent, in the aggregate, not less than 75%

of the tot&

Participants' Transmission Entitlement Shares for 1985:

provided, however, that the ~ u t b o i i C ~

ma;make service t o Oxford retroactive to January 11,1986.

I N WITNESS WKEREOF, the Municipal' ~ l e c t r i c Authority of

~ e o r g i a and the Participant have caused t h i s Sixth Amendment of Contract to-be executed i n their corporate m s

by their duly author-f ized officers and their corporate seals to be hereunto impressed and i

attested, all as of the date and year first a&ve written.

MUNICIPAL ELBXRIC AWKINTY '

OF GrnRGIA

-'A SEVENTH AMENDMENT

i.

POWER SALES CONTRACT BETWEEN NUN I C I PAL ELECTR l C AUTHOR ITY OF GEORG'I A AND 6

This Seventh Amendment of Contract, made and entered into as of May 31, 1989, by and between the Municipal Electric Authority of Georgia, a pub1 i c bpdy 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 Authori ty, created by the provisions of 1975 Ga. Laws 107, as mended (O.C.G.A.

§ 46-3-110, s.),

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

. W I T N E S S E T H :

BE i t 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 Amendment dated as of February 1, 1978, a Fourth Amendment dated as of May 1, 1980, a F i f t h Amendment dated as of November 16, 1983, and a Sixth Amendment dated as o f ~ a n u a ? ~

I, 1986, have a l I been executed previously by and between the Authority and the Participant; and

.WHEREAS, the participant and the Authority have determined that the financing o f transmission system faci I, i ties after the commercial. operat ion of Vogtle Unit No. Two i s to be continued as a part o f.Project One; and

I a

1 A

WHEREAS, a cont fact with the Southeastern Power Administration (SEPA)

i.

perrni t s the ~ u t h o r i t y to wheel SEPA al locations for municipal preference customers w i t h i n the State of Georgia.

NOW, THEREFORE For and i n consideration of the premises and the mutual covenants and agreements hereinafter set

forth, t h e sufficiency of which i s hereby.

acknowledged, i t i s agreed by and between the parties hereto that said Contract i s further amended as follows:

PROPOSED AMENDMENTS TO POWER SALES CONTRACTS' Section i. he power Sales Contract, as mended, i s h e r e b y f u r t h e r amended by delet ing subsection jO2(s) i n i t s ent i r e t y agd substituting a new s.ubsection 102(sj t o read as follows:

"(s)

'Project' shall mean those. electric generation and related and those transmission system f a c i l i t i e s to which reference i s made i n the Description o f

Project, together with

( i )

any major

renewals, replacements, repairs, additions, betterments and improvements necessary, i n the opinion of the Consulting Engineer, t o keep the Project i n good operating condition or to prevent a loss of revenue therefrom,

( i i ) any major additions, improvements, repairs and modifications t o the Project a d any. decomissioning o r disposals of the project, required by any governmental agency having jurisdiction over the Project or for which the

I

.. A

1.

. L Authority shall be responsible by v i r t u e of any obligation of the Authority arising out of any contract to which the Authority may be a party relating to ownership of t.he Project or any f a c i l i t y thereof, and (iii) working capital required by the Authority during construction.of the.

.Project and for the placing of the Project in,operation for providing Bulk power Supply and SEPA power to the Part i c i p a G."

Section 2.

The Power Sales Contract, as amended, i s hereby further amended by deleting subsection 302(c)(2) i n i t s entirety Section 3.

The Power Sales Contract, as 'amended, i s hereby further amended by deleting subsection 308(b) i n i t s entirety and by substituting i n l ieu ' thereof a new-subsect ion, 308(b) so that when so amended subsect ion 308(b) shal l read as follows:

"(b) The Authority may assume responsibility for transmission o f SEPA' power t o p a r t i c i p a n t s and other customers o f S E P A,

provided that the Authority shall recover at least i t s costs for such transmissi'on service.'

DuringanyPowerSupply Year i n w h i c h the Authority has responsibility for transmission of SEPA power, such transmission service shall be provided by the Authority to the Participants'and other customers of.SEPA by accepting

, delivery of such SEPA power from SEPA, for the accounts of the respective Participants and other customers o f SEPA,. and del,ivering such SEPA power t o.such Participants and other cust6mers through use o f the t ransrni ssion system f a c i l i t i e s included in the Project, and the Authority i s authorized to. increase i ts investment in, and the annual operating costs o f, such transmission system f a c i i i t ies as may be required to provide such

transmission.'service.

The charges for such service shall be calculated and col lected by the Authority as provided i n Section 308A hereof.

A l l mounts col lectkd by the Authority f i r such transmission service shal l be appropriately credited t o Annual Project Costs in the sane manner as other c r e d i t s pursuant to.Section 3ll'here0f.~l

. Section 4.

The Power sales Contract, as mended, i s hereby further amended by adding a new sect ion fol lowing Sect ion 308 to be designated Sect ion 308A t o read as f o l lows:

I'Sect ion 308A.

Calculation of Charges for SEPA Transmission Service.

, The Authority shal I establish a rate (expressed i n do1 lars per kilowatt 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 ing determ,inants) for each month of the Power Supply Year f o r ' purposes of delivering SEPA power to the Participan'ts and other customers of SEPA which are not Participants ('nonparticipant customers') for each month of the.Power Supply Year.

Such r a t e shal I be determined for each Power Supply Year by dividing the sum of ( i ) the Annual Project Transmission Fixed Charges, (ii) the other Annual Project Transmission Costs, and (iii) amounts, i f any, which must he paid by the Authority for the purchase of transmission services for t h e Project under i t s integrated transmission system agreement with 'other u t i l i ties; i n each' 'case as budgeted or estimated to be incurred for the Power Supply Year; by the sum o f (a) the highest annual one-hour integrated cdinc iden t system demand o f Bulk Power Supply provided by the Authority t o a1 l o f the Participants, (b? the highest annual SEPA capacity delivered by the Authority t o the

Participants and nonparticipant customers, and (c) less demand credits and t

transmission losses, i f applicable, incurred by the Authority under i t s integrated transmission system' agreement with other u t i l i t i e s that are.

properly a1 locab'le t o the SEPA capacity delivered to the Participants and nonpar t i c i pant customers, i n each, case to be suppl ied during the Power f

Supply Year; with the result. further divided by the number o f months i n I

the power Supply Year; The m u n t payablb by each Participant and nonpart icipant. customer for each month of the Power Supply Year shal I be the product of the rate, determined i n accordance with the foregoing, and the SEPA capacity delivered by the Authority t o such Participant or nonparticipant customer of SEPA during the respective month o f the Power Supply Year, plus, i n. t h e case of nonparticipant customers o f SEPA, any applicable surcharge."

' Sectipn 5.

The attachment t o the Power Sales Contract e i ~ t i t l e d "Description of Project", as amended, i s hereby further amended by deleting t h e paragraph designated "Additional Facilities" i n i t s e n t i r e t y and substituting a new paragraph to read as follows:

"Additional F a c i l i t i e s.

The additional f a c i l i t i e s of the Project shal I be those additions and improvements t o the electric generat ion and related transmission, f a c i l i t i e s and to the transmi'ssion system f a c i l i t i e s o f the Project provided for i n clauses ( i ) and ( i i ) o f - Sect.ion 102(s) of t h i s C0ntrac.t; and those transmission system f a c i l i t i e s,.

renewals, replac'ements, repai-rs,

'.disposals,'

and additions,

. betterments,

improv&nentr, and modifications therbto, acquired or constructed by the i

~ u t h o i i t ~

subsequent to the Commercial Operation Date of the last of the

' generating facilities of the Project to be completed in order to meet its investment responsibi Iity in connection with any agreement for an integrated transmission system to which the Authority. may be a party.

IN WITNESS WHEREOF, the Municipal Electric Authority of Georgia and the I

Participant..have caused this Seventh Anendment of 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 first above written.

MJN I GI PAL ELECTR I'C ALJTKOR l TY [JF GEORG l A APPF~VED AS TO FORM :

BY:

hr7yrlo---ee\\,

f l Cha i'rman. a Y &&#d ATTEST :

Gene?d Counse l Secretary-Treasurer.

APPROVED AS TO FORM:

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 hetween the Municipal ~ l ~ c t r i c Authority of Georgia, i 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, herenafter sometimes designated as the Participant.

W I T N E S S E T H :

WHEREAS, the Authority and the Participant entered into a Power Sales Contract dated as of October 1, 1975, 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 poker Sales Contract'") and WHEREAS, theAuthority 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 "Project 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 ekisting debt pertaining to working capital and nuclear

, :,+:?:

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

WHEREAS, the Authority and the Participant wish to proiride for a method of allocation of the output and services and costs relating to Project Two, Project 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 a d the Participant that the terms of the Power Sales Contract 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 Contracts as follows:.

(a)

The tern 8E the Project One Power Sales Contract is hereby extended fbrn March 1, 2026 until June 1, 2054 (hereinafter. "F'roject One Term Extension Period'").

@)

The term of the Project Two Power Sales Contract is hereby extended fbrn February 1, 2028 until June 1, 2054 (hereinafter "Project Two T m Extension Period'").

(c)

The term of the Project Three Power Sales Contract is hereby extended b m May 1, 2030 until June 1, 2054 (hereinafter "Project Three Tenn Extension Period'").

(d)

The term of the Project Four Power Sales Contract. is hereby extended fbrn November 16, 2033 until June 1, 2054 (hereinafter "Project Four Term Extension 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 fiom 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 Tenn Extension P.eriod 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 each Project Two Participant for debt service and for capital costs during the entirety of the original term of the Project Two Power Sales Contract, adjusted to present value, divided by the total payments m e

by all Project Two Participants for debt service and capital costs for the entirety of the original texm of the Project Two Power Sales Contract, also adjusted to present value (hereinafter "Pmject 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, rind obligates such Participant to take from the Authority, the output and services of Project Three based upon therates and charges established by the Authority pursuant to Section 307(a) of the Project Three Power Sales Contract. The Authority and the Participant hereby agm that during the Project Three Term Extension Period the output and services and costs of Project Thne 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 term 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 'Troject 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 Pecipant, 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 senice 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 tenn of Project Four.

Additionally, effectivz as of November 16,2033, which is the expiration date of the original term 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 reaffirmed by the parties. Terms not defined herein are to be &fined as in the Power Sales Contracts.

Section 5.

This Amendment shall become effactive 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 Authority 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 Attested:

I By:

e ?a

[SEAL]

PARTICIPANT:

CITY OF ADEL By:

~ts:

-or J

Attested:

By : ad-

. if L3IJ-d I

Vogtle Electric Generating Plant Financial Assurance Requirments for Decommissioning Nuclear Power Reactors - 2007 Submittal Project Four Power Sales Agreement

. PROJECT FOUR POWER SALES CONTRACT Between MUNICIPAL ELECTRIC AUTHORITY OF, GEORGIA and THE PARTICIPANT Dated as of November

. 16,.I983

PROJECT FOUR POWER SALES CONTRACT Between MUNICIPAL ELECTRIC AUTHORITY OF GEORGIA and -

THE UNDERSIGNED PARTICIPANT.

This Contract, made and entered into as of November 16, 1983, 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 designated as the Authority, created by the provisions of I Ga. L.

1975;~. 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 W I T N E S S E T H :

THAT:

WHEREAS, the Participant and the Authority have heretofore entered into a Power Sales Con-.

tract dated as of March 1, 1976, as amended, under which the Authority became the bulk power supplier to the Participant, and said Contract contemplates that additional projects may be undertaken by the Authority, and have heretofore entered into a Project Two Power Sales Contract dated as of February 1, 1978, as amended, and a Project Three Power Sales Contract dated as of May 1, 1980, under which the Authority acquired additional projects; and WHEREAS, the Participant and the Authority have determikd that it is in their b&t intertits that the Authority undertake a fourth project which is reasonibly expected to rtsult.in a more economical overall Bulk Power Supply to the Participant and other political subdivisions contracting with the Authority therefor by making the output and related services of Project Four available to the Participant, and by enabling the Authority to rearrange certain sales of the output of Rojtct One and Project Four to other utilities which is intended to improve substantially-the matching of the output of both Project One and Project Four to the Participant's Bulk Power Supply requirements; and WHEREAS, the Authority will take or cause to be taken all steps necessary to secure such governmental permits, licenses, and approvals as are necessary for, and will then proceed as appropriate with final design, financing and acquisition and construction of tbose FeciIitiu herein described and designated as Project Four for the supply of electric power and energy to the Participant and to all other political subdivisions contracting with the Authority therefor, and will sell the output and services of such facilities purusant to this Contract and to contracts with other political subdivi-sions, designated together with the Participants as "the Participants"; and WHEP.EAS, h order to enable the Authority to issue its revenue bonds' to pay the costs of acquiring and constructing Project Four it is necessary for the Authority to have binding contracts with.. '.

all political subdivisions of the Stete of Georgia, pursuant to authority of I Ga. L. 1975, p. 107, as '

amended (Title 46-3-1 10, O.C.G.A.), that are Participants-in Project One, Two and.Three, and all payments attributable to Project Four or to the Annual Project Four Costs, as hereinafter defined, to be made in accordance with or pursuant to this Contract and such other contracts shall be pledged as security for the payment of such Bonds.

NOW THEREFORE:

For and in consideration of the premises and the mutual covenants and agreements hereinafter set forth, and in order to pay the Authority for its costs of providing to the Participant output and related

services from Project Four, and to further enable the Authority to improve the Participant's Bulk Power Supply through the rearrangement of certain sala to other utilities of a portion of the output of both Project One and Project Four, and to further enable the Authority to continue to provide the Participant's Supplemental Bulk Power Supply, it is agreed by and between the parties hereto as follows:

TERM OF CONTRACT, DEFINITIONS Section 101. Term.

The term of this Contract shaii begin'and this Contract shall constitute a binding obligation of the parties hereto from and after its execution by the last party to.execute the same. The term of this Contract shall continue in full force and efiect until such time, not exceeding fifty years, a s all of.the Authority's Bonds as hereinafter defined or notes issued in anticipation of the issuance of Bonds and the interest thereon have been paid or provisions for payment shall have been made in accordance with the provisions of the Bond Resolution or until such time, not exceeding fifty (50) years, as Project Four shall be retired from service, decommissioned or disposed of by the Authority, whichever is later.

Section 102. Definitions and Explanations of Terms.

As used herein:

(a) shall mean that certain Act of the 1975 session of the General lltsembly of the State of' Georgia compiled and published in I Ga. L. 1975, p. 107, as the same has been heretbfore or may be hereafter amended (Title 46-3-1 10, O.C.G.A.).

(b) "Annual Project Four Budget" shall mean with respect to a Power Supply Year, 'the budget or aniended budget adopted by the Authority pursuant to Section 201 hereof, which budget shall contain itemized estimates of Annual Project Four Costs and all revenues, income, or other funds to be epplied.

to such Costs.

(c) "Annual Project Four Costs" shall mean, with respect to a Power Supply Year, to the extent not paid as a part of the Cost of Acquisition and Construction, all costs and expenses of the Authority

'paid by the Authority during such-Power Supply Year allocable to Project Four which shall consist of those items of cost and expense referred to in Section 305(b) hereof, as Annual Project Four Fixed

.Charges and Other Annual Project Four Costs.

(d) "~nnual Project Three Costs" shall mean those costs and expenses defined in Section 102(c) of the Project Three Power Sales Contract.

.. (e) "Annual Project Two Costs" shall mean those costs and expenses defined in Section 102(c) of the.Project Two Power Sales Contract (f) "Annual Supplemental Costs" shall mean those costs and expenses of the Authority allocable to the purchasing or furnishing of Supplemenial Bulk Power Supply to the Participants.

(g) ?BondsM shall mean the Bonds or other evidences of indebtedness issued by the Authority.

pursuant to the provisions of the Bond Resolution to finance or refinance the Cost of Acquisition and.

Construction of Project Four, whether or not any issue of such Bonds shall be subordinated as to payment to any other issue of such Bonds, and shall include additional.Bonds issued punuant to the provisions of Section 401 hereof and refunding Bonds issued pursuant to the provisions of Section 402 hereof.

(h) "Bond Resolution" shall mean the General Power Revenue Bond Resolution adopted and readopted by the Authority on March 22, 1978 and April 19, 1978, respectively, as from time to time supplemented and amended by Supplemental Resolutions thereto, including the Supplemental General Power Revenue Bond Resolution authorizing Project Four to be adopted by the Authority and accepted by the Trustee thereunder for the benefit of the owners of the Bonds which shall provide for

the issuance of Bonds, a copy of which General Power Revenue Bond Resolution and Supplemental General Power Revenue Bond Resolution authorizing Project Four in substantially the form to be adopted by the Authority shall be on file in the records of the Participant.

(i) "Bulk Power Supply" shall mean, with respect to i ~arti'ci~ant, all electric power andenergy required by such Participant in excess of that amciunt (i) suppbed by any generation and transmission resources owned by such Participant on the eKective date of the Power Sales Contract, (ii) receiv'ed by such Participant from the Southeastern.Power Administration (SEPA), and (iii) by such Participant from alternate bulk power supply resources in accordance with the provisions of Section '

404 of the Power Salu Contract and subject to Section 306(c) of thiq Contract.

(j) "Commercial Operation Date" shall mean, with respect to each facility of Project Four, the beginning of the day on which such facility of Project Four is, in the opinion of the Authority, producing and delivering electric power and energy for commercial use.

(k) "Consulting ~ngineer" shall mean zn engineer or enginkering firm of national reputation having demonstrated expertise in the field of electric power generation, transmission, power supply, electric utility operations, rates, and feasibility.

(1) "Contract" and "Project Four Power Sales Contracts" shall mean, respectively, this Contract with the Participant and all Project Four Power Salu Contracts, including this Contract, entered into by the Authority and a Participant, in each case as the same may be amended from time to time.

(m) "Cost of Acquisition and Construction" shall 'mean, to the extent not included in Annual Project Four 'Costs, aU costs and expenses of planning, designhg, acquiring, constructing, installing, and financing Project Four, placing Project Four in operation, decommissioning or disposal of Project Four and obtaining governmental approvals,'certificates, per mi^ and licensb with respect thereto heretofore or hereafter paid or incurred by the Authority and may include, in addition and without.

limitatioi the following:

(1) working capitzl and reserves in such amounts as may be established pursuant to the Bond Resolution, '

(2) interest accruing in whole or in part on Bonds prior to and durhg construction and for such additional period as the Authority may reasonably determine to be necessary for the placing

- of Project Four or any facility thereof in operation in accordance with the provisions of the Bond Resolution, (3) acquisiiion of initial fuel or fuel inventory for each generation facility of Project Four and working capital and reserves therefor and working capital and reserves for reload fuel and addi-tional fuel inventory, (4) the deposit or deposits from the proceeds of Bonds issued to finance such costs any fund or account established pursuant to the Bond Resolution to meet Debt Service reserve requirk-.

ments for Bonds, (5) the deposit or deposits from the proceeds of the Bonds issued to finance such costs in any funds or' accounts established,pursuant to the Bond Resolution as reserves for renewals and

,replacements, retirement from service, dccommis2io@ng or disposal of any facility of Project four or contingencies, (6) training and testing costs incurred by the Authority, (7) preliminary investigation and development costs, engineering fees, contractors' fees, costs of labor, materials, quipment, utility services and supplies, and legal and financing costs, (8) all costs of insurance applicable to the period of construction, and (9) all other costs incurred by the Authority and properly allocable to the acquisition and construction of Project Four, including all costt financed by the issuance of additional Bonds pursuant to Section 401 hereof.

(n) "Debt Service" shall m.ean, with respect to 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.the 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 outstanding as the same shall become due, provided, however, that Debt Service shall not include any acceIeration of the maturity of the Bonds.

. (0) "Fuel Costs" shall mean all casts incuked by the Authority during any Power Supply Year that are allocable to the acquisition, fabrication, processing, reprocessing, transportation, delivering, storage, handIing, and disposal of nuclear fuel materials required for the generation facilities of Project Four, including transfers to rkservcs es)ab!ished by the Authority for such cosu related to future Power Supply Years, less credits related to such costs applied as appropriate in the discretion of the Authority.

(p) !'Participant" shall mean the political subdivision which is a party to this oht tract. "Partici-pants" shall mean all political subdivisions in the State of ~ e o r ~ i a which own and operate electric distribution systems to serve their citizens, inhabitants and customers providing them with electric

-. power and energy and which are parties to contracts with the Authority substantially identical to thh Contract. The term "Participant," and the terms "a Participant" or each Participant"' shall mean any one of the Participants or each of the Participants, as the case may be. "Participant" shall include any commission.or aBency of such political subdivision which operates or conducts or exercises jurhdic-tion over any essential function of the Participant's electric distribution system.

(q) "Power Sales Contract" shall mean that certain Power Sales Contract, as has been heretofore or may hereafter be amended, entered. into by the Authority and the Participant as of March 1, 1976.

(r) "Power Supply Year" shall mean the calendar year, except that the first Power Supply Year shall begin on the earlier of (i) the date the Authority first provides electric power and energy hereun-der, (ii) the date to which all interest is capitalized on all Bonds, (iii) the date which 3'12 months prior.

to the date on which the hrst principal installment on any of the Bonds is due; or (iv) the date'on which -

any Annual Project Four Costs become payable.

(s) "Project One" shall mean that project defined in Section 102(s) of the Power Sales Contract.

(t) "~roject Four" shalI 'mean those electric generation and related transmission facilities which are identified in the Description 01 Project Four attached to this Contract, together with (i) any major renewals, replacements, repairs, additions, betterments and improvements necessary, in the opinion of'

'the ConsuIting Engineer, to kecp Project Four in good operating condition or to prevent a loss of revenues therefrom, (ii) any major additions, improvements, repairs and modifications to Project Four and any decommissionings or disposals of Project Four required by any governmental agency having jurisdiction over Project Four or for which the Authority shall be responsible by virtue of any obliga-tion of the Authority arising out of any contract to which the Authority may be a party relating to ownership of Project Four or any facility thereof, (iii) reload rue1 or additional fuel inventory for any generating facility of Project Four to the extent. that sufficient funds are not available to pay the cost thereof, and (iv) working capital required by the Authority during construction of Project Four and for

'the placing of Project Four in operation and during any period thereafter 'as may be reasonably required in the discretion o'f the Authority.

(u) "Project Four Billing Statement" shall mean the written statement prepared or caused to be prepared monthly by the Authority that shall. be based upon the Annual Project Four Budget or upon the amended Annual Project 'Four Budget that shall show the monthly amount to be paid to the

.Authority by the Participant under this Contract.

(v) "Project Four Obligation Share shall mean, with.respect to a Participant and any Power Supply Year, that respective percentage set forth in the Schedule of Obligation Shares attached hereto and hereby incorporated by reference as a part of this Contract, of the Annual Project Four Costs that such Participant is obligated to pay under this Contract.

(w) "Project Three" shall mczn that project defined in Section 102(s) of the Project Three Power Sales Contract.

(x) 'Project Three Power Sales Contract" shall mean that certain Project ~ h r i e ~ c w e r Sales.

Contract, as has been heretofore or may hereafter be amended, entered into by the Authority and the Participant as of May 1, 1980.

(Y) "Project Two" shall meen that project defined in Section 102(s) of the Project Two Power Sales Contract (1) "Project TWO power Sales Contract" shall mean that certain Project Two-Power Sales Con-tract, as has been heretofore or may hereafter be amended, entered into by the Authority and the Participant as of February 1, 1978.

(aa) "Prudent Utility Practice" at a particular time shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry 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 at the time the decision was made, could have been expected to accomplih the desired result at 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 the exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for manufacturers9 warranties and the requirements of governmental agencies of.

competent jurisdiction. In evaluating whether any act or proposal conforms to Prudent Utility Prac:

tice, the parties shall take into account the objective to achieve optimum utilization of the Authority's resources.

(bb) "~uppIemental~Bulk Power Supply" shall mean, with respect to a Participant,. that portion of Bulk Power Supply required by such Participant in excess of that supplied fram Projects One, Two, Three and Four, in excess of the generating capacity reserve service, transmission service, scheduled, emergency, or economy interchange service, and such other service associated with Projects One, Two, Three and Four, and, unless otherwise provided, in excess of output and related services of any future projects owned or controlled by the Authority from which the Participant contracts to purchase.electric power and energy.

(CC) L'Un~~ntr~llable 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 limited to, failure or refusal of any other person or entity to comply with then existing contracts with the Author-ity or with 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 govern-mental agencies with proper jurisdiction, insurrection or riot, an act of the elements, failure of quip rnent, or inability of the Authority or any contractors engaged in work on Project Four to obtain or ship materials or equipment because of the effect of similar causes on suppliers or carriers, or inability of the Authority ta sell or issue its Bonds or notes.

(dd) "Uniform System of Accounts" means the Uniform System of Accounts for Class A and B Public Utilities and Licenseisas prescribed and, from time to time, as amendedor modified or substi-tution therefor made by the Federal Energy Regulatory Commission or its successor.

ARTICLE LI CERTAIN OBLIGATIONS OF THE AUTHORITY AND THE PARTICIPANT

&tion 201, Annual Project Four Budget.

The ~uthority will prepare and submit to the Participant an Annual Project Four Budget at least nifiety days prior to the beginning of tach Power Supply Year. The Participant may then submit to the

~uthority, et any time until such Budget is adopted, any metters or suggestions relating to such Budget

which the Participant may care to present. The Authority shall then proceed with the consideration and adoption of such Budget not 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 Partici-pant, provided, however, the Budget for the first Power Supply Year shall be prepared, considered, adopted and delivered in the most practicable manner available in the discretion of the Authority. As requiredfrom time to time during any Power Supply Year after thirty days notice to the Participant, the Authority may adopt an amended Annual Project Four Budget for and applicable to such Year for the remainder of such Year.

Section 202. Reports.

The Authority will prepare and issue to the Participant the following reports each month of the Power Supply Year:

(1) Financial and Operating Statement relating to Project Four, (i) Status of Annual Project Four Budget,

' (3) Status of construction budget of Project Four during construction,

'(4) Analysis of operations relating to Project Four.

Section 203. Records and Accounts.

The Authority will keep accurate records and accounts of each of the facilities comprising Project Four and 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 experienced in electric utility accounting and of national reputation to be submitted to the.Authority within shty days after the close of any Power S ~ ' ~ ~ l y Year. All transactions of the Authority relating to Project Four with respect to each Power Supply Year shall be subject to such an audit. A copy of the annual audit shall be delivered to each Participant.

Section 204. Consulting Engineer.

(a) The Authority will retain a Consulting Engineer to assist, advise and inake recommendations to the Authority on matters relating to electric power generation, transmission, power supply, electric utility operations, rates and charges, feasibility and budgets and shall cause such'Consulting Engineer to prepare within one hundred and twenty days following the close of each Power Supply Year an

'annual comprehensive enkneering report with respect to Project Four for the immediately preceding power: Supply Year and which shall include a report in reasonable detail on the operations of the Authority, including all items required by the Bond Resolution to be reported upon.

(b) The Authority shall cause a copy of said engineering report to be' delivered to 'each Participant.

Section 205. Adjustment of Billing.

At th; end,of each Power Supply Year the Authority shall determine if theaggregate amount paid by the Participant under this Contract, to provide recovery of all the Authority's applicable costs during such Power Supply Year was in the proper amount, and, upon the'making of such dltermina-tion, any amount found to have beeri paid by the Participant in excess of the amount which should have been paid by the Participant shall be credited on tbe Project Four Billing Statements to the Participant for the remaining month or months of the Power Supply Year next succeeding the Power Supply Year for which such adjustment was determined to have been necessary. Ten percent of the amount of any deficiency shall be added to each of the next ten Project Four Billing Statements. In the event that the failure of a Participant to pay any amounts due under this.Contract shall have resulted in the appIica-tion of amounls in any reserve or working fund under the Bond Resolution to the payment of costs

~ayable from such reserve or working fund and the other Participants shall have made up the deficiency created by such application or paid additional amounts into such ruerve or working fund,

amounts thereafter paid to the Authority by such nonpaying Participant for application to such past due payments shall be credited on the Project Four Billing Statements of such other Participants in the next month or months as shaU be appropriate.

Section 206. Disputed Monthly Project Four BilIing Statement.

In case any portion of any monthly P.roject Four Billing Strtement received by the Participant from tbe Authority shall be in bona fide dispute, the Participant shall pay the Authority the full amount of such Statement, and, upon determination of the correct amount, the diRerence 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 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 dzys following written notification by the Participant of such dispute.

Section 207. Sources of Participant'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 full faith and credit of the Participant shall be and the same hereby ii pledged to provide the funds required to fulfill all' '

obligations arising under this Contract. Unless such payments or provisions for such payments shall have been made from the revenues of the electric system of the Participant or from other funds thereof, the Participant will annually in each and every fiscal year during the term of this Contract include in its. general revenue or appropriation measure, whether or not any other itenis are included, sums sufficient to satisfy the payments required to be made in each year by this Contract until all payments req&red under this contract have been paid in full.. In the evcnt 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'partici-pant shall, in accordance with the provisions of the Act in.effe& as of the date of this Contract, set up ai an appropriation. on the accounts of the Participant in each fiscal year tha amounts rqukcd to pay the obligations called for under this Contract. The amount of tbe appropriation in such fiscal year to meet the obligations of this Contract shalI be due and payable and shaU be expended for the purpose of paying and meeting the obligations provided under the terms and conditions of this Contract, and 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 208. Rate Covenant.

The Participant will establish, maintain and collect rates and charges for the electric service of its system so as to provide revenues sufficient, together with available electric system, reserves, to enable the Participant to pay to the Authority all amounts.payablc under this Contract. and to pay all other

.amounts payable froxi and all lawful.charges against or liens on the revenues of its clectric.system. -

Section 209. 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 Four. 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.

ELECTRIC POWER AND 'ENERGY FROM PROJECT FOUR Section 301, Ownership of Project Four..

h e ~utbority will issue Bonds in series from time to time under the Bond Resolution to finance, acquire and own Project Four. The Authority will cause to be delivered to the Participants the output and services of each facility of Project Four for the useful life of each such facility, subject to the provisions of Sections 302, 307 and 311 herwf.

Section 302. ln terconnection Arrangements.

The Authority. will purchase or provide such generating capacity reserve service, transmission service, maintenance service, emergency service, economy interchange service and other interchange service associated with Project Four as may be necessary for the reliable and economical supply of the output and services of Project Four. The Authority may use electric energy from Roject Four which, in the determination of the Authority, is surplus to the requirements of the Participants, as such surplus may be available from time to time, for the purpose of economy interchange s e e c e or other interchznge services with others, and any net revenues received by the Authority for any such services shaU be credited by the Authority to the Annual Project Four Costs:

Section 303. Operation and Maintenance.

The Authority covenant; and agrees that it will operate, maintain and manage Project Four or cause the same to be operate4 maintained and managed' in an efficient and economical manner, consistent with Prudent Utility Practice.

Section 304. Insurance....

The Authority shall maintain or cause to be maintained, as Costs of Acquisition and Construction or Annual Project Four Costs, such insurance with respect to Project Four as shaU be available and as is usually carried by utilities constructing and operating generating facilities and such other insurance as is usually carried by electric utilities in conformity with Prudent Utility Practice.

. Section 305. Costs of Project Four.

(a) Tbe Authority will determine all of its costs for the output and services provided by the Authority to the.Participants relating to cacb facility of Project Four for each Power Supply Year, as set forth in the Annual Project Four Budget, or the amended.Annua1 Project Four Budget adopted by the Authority,pursuant to Section 201 hereof, and such costs shall in the aggregate be-qua1 to the h u a l Project Four Costs.

(b) The Annual Project Four Costs for the generation and related transfission facilities of Project Four shall include the following items of cost and expense:.

(I) '"Annual Project Four Fied ~harges," which means all fixed costs al1oablcto'~rojcct Four, but not limited to:

(A), amounts which the Authority is required under the Bond Resolution to pay or deposit into any fund or account established by the Bond Resolution for the payment of Debt Serice and any reserve requirements for Bonds; (B) amounts (not otherwise included under any item of this Section 305(b)) for the facilities of Project Four which the Authority is required under. the Bond Resolution to pay or deposit during such Power Supply Year into any other fund or account established by the Bond Resolu-

. tion, and shall include, without limitation, any such amounts required to make up any deficiency in any reserve fund or working fund rquired or permitted by the Bond Resolution resulting from a

default in payments by any Participant or Participants of amounts due under its or their Project Four Power Sales Contracts with the Authority; (C) amounts which the Authority is required to pay for taxes or payments in lieu thereof attributable to Project Foui; (D) amounts which the Authority is required under the provisions of the Bond Resolution to pay or deposit into a reserve for renewals and replacements; (E) amounts required to be piid by the ~ u t h o r i t ~

under the of the Bond Rcwrlu-tion into any fund, account or sub-account established thereunder to make up for payments therefrom to any other fund, account or sub-account as a result of insufficiency of revenues with respect to any project financed under tht Bond Resolution for which the Participant has executed a contract with the Authority for the output and services thereof; (r) amounu which must be set aside by the Authority for the retirement from service, decommissioning or disposal of the facilities of Project Four as may be required by the Bond Resolution; (G) amounts which must be paid by the Authority for the puichask of generating capacity reserves for Project Four; and

( 2 ) "Other Annual Project Four Costs," which means all Annual Project Four Costs other than Annual Project Four Fixed Charges, including, but not limited to:

(A) all costs of producing and delivering electric power and energy from Project Four to the Participants including, but not.limited to, (i) Fuel Costs and other ordinary operation and mainte-nance costs and provisions for reserve therefor, administrative and general costs, insurance and

.overhead costs and any charges payable by the Authority in connection with'the output of Project Four, (ii) net costs of scheduled, emergency, economy or other interchange service incurred by the Authority in connection with Project Four, and (iii) a share, determined by the Authority to be allocable to Project Four, of all operation and maintenance costs related to the operation and.

conducting of the business of the Authority.including salaries, fees for.lega1, engineering, and other services and all other expenses properly related to the conduct of the affairs of the Authority; and (B) amounts required of the Authority by the provisions of the Bond Resolution 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 unusual loss or damage to keep the facilities of Project Four in good operating condition or to prevent.a loss of revenues therefrom, (ii) any major renewals, replacements, repairs, additions, betterments and improvements necessary, in the opinion of the Consulting Engixieer, to keep the facilities of Projed Four in good operating condition or to prevent a loss of revenues therefrom,.

and (iii) any major additions, improvements, repairs or modifications to any such facility, or any retirements, decommissionings or disposals of any such facility, required by any governmental agency having jurisdiction over Project Four 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 relating to.ownership of.Pr.oject Four or any facility thereof to.the extent that the Author-ity is not reimbursed therefor from the proceeds of insurance or funds for such payments are not available to the Authority therefor from any funds or accounts established under the Bond Resolu-tion, or funds for such payment are not provided or to be provided by the issuance of additional Bonds pursuant to Article IV of this Contract.

Section 306. Electric Power and Energy Provided by the Authority.

(a) The Authority will provide or cause to be' provided to the Participant output and services from Project Four and services described in Section 302 hereof, as may be available for the useful life of Project Four, end shall continue to provide or cause to be 'provided to the Participant its Supplemental

Bulk Power Supply which may include, but shall not be limited to, partial and full requirements firm power purchases, unit power service, firm and non Arm capacity and energy service, transmission service (including transmission service purchased by the Authority to supplement the Participant's Entitle-ment Shares of transmission services provided by the Authority under the Power Salcs contract from those transmission system facilities included in Project One), and other interchange service made available as a result of transactions with other utilities. It is recoznized that the Authority may also undertake additional projects in the future, and that the Participant may contract for output and related services from any such future project.

(b) The Authority may combine the Annual Supplemental Costs, the Annual Project Two Costs, the Annual Project Three Costs, the Annual Project Four Costs, and the annual costs of any future project undertaken by the Authority lor which the Participant has executed a contract for the output and related services thereof, for the purpose of establishing rates and charges, or may establish for any of such costs separate ratu and charges, at the discretion of the Authority in either case subject to the provisions of Section 307(a) hireof.

(c) In the event any'participant procures alternate bulk power sources under the provisions of Scctioa 404 of the Power Sales Contract, such Participant's Bulk Power Supply hereunder shall be deemed to be not less than the product of such Participant's Entitlement Share, as defined in its Power Sales contract, of the capacity related output and services of Project One provided by the Authority under the Power Sales Contract multiplied by a fraction the numerator of which is the sum of the capacity related output and services of Project One provided by the Authority to all of the Project Four Participants under the Power Sales Contracts plus the capacity related output and services of Project Two provided by the Authority to all of the Participants under the Project Two'Power Sales Contracts pIus the capacity related output and services of Project Three provided by the Authority to all of the Participants under the Project Three Power Sales Contracts plus the capacity related output and services of Project Four provided to all of the Participants under this Contract, and the denominator of which is the sum of the capacity related output and services of Project 0ne:provided by the Authority to all of the Project Four Participants under the Power S ~ l e s Contracts.

Section 307. Rates and Charges.

(a) The Authority will establish and maintain fair and nondiscriminatory rates and charges which will provide revenues that are sufficient, but only sufficient, to pay the Annual Project Four Costs, whether or not such Costs are combined, as authorized by Section 306(b), with'~nnua1 Project Two Costs, Annual Project Three Costs, Annual Supplemental Costs or the annual costs of any future projects undertaken by the Authority with respect to which the Participant has executed a contract for output and services therefrom.

(b) The Authority shall bill the Participant each month during each Power Supply Y& by providing the Participant' with a Project Four Bi1lin.g Statenient for such month for.the services obtained by the Participant from the Authority as.set forth in Section 308(a) hereof, in an amount

.equal to its portion of Annual Project Four Costs determined in accordance with.the provisions of Section 308(b) hereof. Such Statement. shall be paid by the Participant on or before the tenth day '

frob the date of such bill. Amounts due and not paid by the Participant on or before said day shall bear an additional charge of one and one-half (I#%) percent per month for each month, or fraction thereof, until the amount due is paid in full. At the end of each Power Supply Year, adjustments of billing shall be made in accordance with Section 205 hereof.

(c) At such time as the Authority issues additional Bonds in accordance with tbc. provisions of Article 1V hereof, or at such time as the Authority shall have determined that Proj.ect Four or any pan thereof shall not be completed, is not operating or operable or its output is suspended, interrupted, interfered with, reduced or curtailed or terminated in whole or in part (but has not declared,Projcct Four to be totally and permanently retired from service), the Authority will adjust such elements of

~ n n u a l Project.Four Costs as arc necessary and the rates and charges established under Section 307(a)

hereof and the Participant shall pay its share of such adjusted rates and charges pursuant to the provisions of Section 308 hereof.

(d) In the event that Project Four should be tcrrninated before being placed in service or should be declared by the Authority to be totally and permanently retired from service and no putput or services therefrom are being delivered, then the Project Four Obligation Share of each Participant as of the time of such termination or declaration shall be that respective percentage set forth in the Schedule of ObIigation Shares attached hereto; and the Participant shall gay its Project Four Obliga-tion Share of Annual Project Four Costs as shall be set forth in the monthly Project Four Billing Statement which shall be submitted by the Authority to the Participant less the allocable credits to the Participant's share of such costs from revenues resulting from contracts with other utilities entered into by the Authority pursuant to Section 31 1 hereof, if any, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatever.

(e) In the event that Project Four is totally out of service but has not been declared by the Authority to be totally and permanently retired from service as provided in the foregoing Section 307(d), and the Authority is unable to provide any of the services described in Seciion 302, the Authority shall notify the Participant and the Participant shall pay its Project Four Obligation Share, as set forth in the Schedule of Obligation Shares attached hereto, of Annual Project Four Costs, as shall be set forth in the monthly Projcct Four Billing Statement which shall be submitted by tbe Authority to the Participant less the allocable credits to the Participant's share of such costs from' revenues resulting from contracts with other utilities entered into by the Authority pursuant to Section 311 hereof, if any, for So long as such conditions'obtain, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatever.

Section 308. Power Entitlement and Payment Obligations.

(a) The Participant shall take from the ~ u t h o i i t ~

output and senices of project Four and services provided by the ~uthority in accordance with the provisions of Section 302 hereof, as may be available for the useful life of Project Four, and, based upon the rates and charges established pursuant to Section 307(a) hereof, the Participant shall pay to the Authority its portion of the annual Project Four Costs.

'. (b) In the event the Authority shall combine Annual Projcct Four Costs with other costs, as set forth in Section 306(b), for the purpose of establishing rates and charges, the Authority will identify on the monthly Project Four Billing Statement submitted by the Authority to the Participant that portion of the revenues to be received by the Authority from the Participant produced by such rates and charges that is allocable to the payment of the monthly budgeted amount of Annual Project Four Costs. Such portion shall be determined by the ~uthorit~'as'follows:

During any month of a Pow&

Supply Year, the Participant's portion of the monthly Annual Project Four Faed Charges shall be

, such capacity related revenues for such month to be received from the Participant multiplied by a fraction the numerator of which shall'be the budgeted amount of Annual Project Four Fixed Charges for such month (less capacity related revenues actually received by the ~ u t h o r i t ~

during such.'

month pursuant to Section 3 11 'hereon and the denominator of which shail be the sum of the budgeted amount of Annual Project Four Fixed Charges for such month (less any capacity related revenues.

actually received by the Authority during such month pursuant to Section 31 1 hereof), p l u ~ the budg;ted amount of Annual Project Three Fied Charges for such month (less any capacity-reiated revenues actually rcccivcd by the Authority during such month pursuant to Section 311 of tbe Project Three Power Sales Contracts), plus the budgeted amount of Annual Projcct Two Fixed Chargu for such month (less any capacity-related revenu= actually receiyed by the Authority during such month pursuant to Section 31 1 of the Project Two Power Salu Contracts), plus the, actual amount of capacity-related Annual Supplemental Costs for such month, plus the budgeted amount of capacity-related annual costs during such month of any future projects undertaken by the Authority with.

respect to which the Participant has executed a contract and the costs of which have been combined for purposes of establishing such rates and charges; and the Participant's portion of the monthly Other Annual Project Four Costs shall be such energy-related revenues for such month to be received from the Participant multiplied by a fraction the numerator of which shell be the budgeted amount of Other Annual Project Four Costs for such month (less any energy-related revenue actually received by.the Authority during such month pursuant to Sections 302 and 31 1 hereof) and the denominator of which shzU be the sum of the budgeted amount of Other Annual Project Four Costs for such month (less any energy-related revenues actually received by the Authority during such mont6 pursuant to Sitions 302 and 31 1 hereof), plus the budgeted amount of Other Annual Project Three Costs for such month (less any energy-related revenues actually received by the Authority during such month pursuant to Sections 302 and 31 1 of the Project Three Power Sales Contracts), plus the budgeted amount of Other Annual Project Two Costs for such month (less any energy-related revenues actually received by the Authority during such month pursuant to Sections 302 and 311 of the Project Two Power Sales Contrac~), plus the actual amount of energy relzted Annual Supplemental Costs for such month, plus the budgeted amounts of energy related annual costs during such month of any future projects undertaken by the Authority with respect to which the Participant has executed a contract and the costs of which have been combined for the purpose of establishing such rates 2nd charges; provided, however, if during such month the amounts to be paid by the Participants pursuant to the foregoing provisions of this Section for their portions of monthly Annual Project Four.Fixed Charges and monthly Other Annual Project Four Costs do not in the aggregate equal the budgeted amounts for total Annual Project Four Fixed Charges and Other h n u a l Project Four Costs for such month less any revenues actually rcctived by the Authority during such month pursuant to Sections 302 and 31 1 hereof, the Participants' portions of Annual Project Four Fixed Charges and Other Annual Project Four Costs shall be adjusted pro rata so that the sum of all of the Participants' portions of monthly Annual Project Four Fied Charges as so adjusted and the sum of all of the Participants' portions of monthIy Other Annual Project Four Costs as so adjusted shall equal one hundred (100%) percent of the budgeted Annual Project Four Costs for each month less any revenues actually received by the Authority during such month pursuant to Sections 302 and 31 1 hereof.

Section 309. Pledge of Payments.

All payments r~quired'to be made by the Participant pursuant to this Contract attributable to Project Four or to the Annual Project Four Costs shall be pledged to secure the payment o f the.

Authority's bonds.

Section 310. Payment as Operating Expense.

So long as electric power and energy shaU actually be received by a Participant from any facility or facilities of Project Four, the Participant's portion of Annual Project Four costs shall be paid by the Participants as a cost of purchased electric power and energy for P.articipant's electric system and as an expense of operation and maintenance thereof.,

Section 311. Credits to Annual Project Four Costs.

The Authority may, pursuant to Schedule A hereof, sell the output and services of facilities included in Project Four to other utilities. In addition, the Authority may utilize, sell, and exchange electric capacity and energy from Project Four whenever, in its discretion, any such transaction can reasonably be expected to result in a more reliable or ecbnornical overaU Bulk Power Supply to the Participants. The anticipated proceeds from any such sales or transactions shall, to the extent practi-cable, be estimated in the Annual Project Four Budget, and any net revenues actually received by the Authority as the result of such sales or transactions shall be credited to Annual Project Four Costs.

ARTICLE IV ADDITIONAL BONDS Section 401. Issuance of Additional Bonds.

(a) Additional Bonds may be sold and issued by the Authority in accordance with the provisions of ihe Bond Resolution at any time and from time to time in the event, for any reason, the proceeds derived from the sale of the Bonds first validated pursuant to the provisions of the Act'and of this Contract shall be insufficient for the purpose of completing the facilities of Project Four and placing each facility thereof in Commercial Operation.

(b) ~dditionai~onds may be sold and issued by the Authority in accordance with the provisions of the Bond Resolution at 2ny time and from time to time in the event funds are required to pay the cost of (i) any major renewals, replacemenu, repairs, additions, betterments, or improvements, to Project Four necessary, in the opinion of the Consulting Engineer, to keep Project Four in good operating condition or to prevent a loss of revenues therefrom,-(ii) any major additions, improvements, repairs, or modifications to Project Four, or any retirements, dccommissionings or disposals of Project Four required by any governmental agency having jurisdiction over Project Four 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 relating to ownership of Project Four or any facility thereof, or (iii) reload fuel or additional fuel inventory for each facility of Project Four in any Power Supply Year to the extent that sufficient funds are not available in any reserves established by the Authority for Fuel Costs; provided, however, that no such additional Bonds may be issued for the purpose of adding additional generating units to Project Four.

(c) Any such additional Bonds shall be secured by assignment of all payments attributable to Project Four or to the Annual Project Four Costs to be made in accordance with or pursuant to the provisions of this Contract, and all other Project Four Power Sales Contracts, as such payments may be increased and extended by reason of the issuance of such additionaI Bonds, and such additional Bonds may be issued in amounts sufficient to pay the lull amount of such costs and sufficient to providesuch reserves as may be reasonably determined by the Authority to be desirable. Any such additional ~ o n d s issued in accordance with the provisions of this Section 401 and secured by assignment of payments to be made in accordance with the provisions of this Section, may rpnk pari passu as to the security afforded by the provisions of this Contract and of all other Project Folir Power SaIes Contracts between the Authority and the Participants relating to Project Four and to the issuance of Bonds therefor with all bonds theretofore issued pursuant to and secured in accordance with the provisions of this Contract.

Section 402. Issuank of Refunding Bonds.

In the event the ~ n n u a i Project Four Costs to the Participants of electric.power.and energy from Project Four 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 bonds, the Authority may issue and sell refunding Bonds to be seculed by assignment of all payments attributable to Project Four or to the Annual Project Four Costs to be made in accordance with or pursuant to the provisions of this Contract and all other Project Four Power Sales Contracts. Any.sucli 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 Contract and of all other Project Four.

Power Sales Contracts between the Authority and the Participants relating to Project Four and the issuance of Bonds therefor with all bonds theretofore issued pursuant to and secured in accordance with the provisions of this Contract.

Section 403. Adjustment of Annual Project Four Costs.

In the event the proceeds derived from the sale of any Bonds exceed the aggregate amount required for the purposes for which such Bonds were issued, the amount of such excess shall be used to make.up any deficiency then existing in any fund or account under the Bond ResoIution 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 Four Costs as are necessary and appropriate to reflect such accelerated retirement.

ARTICLEY DEFAULT Section 501. Event of Default..

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

Section 502. Continuing Obligation, Right to Discontinue Serrice.

In the event of any such default, theparticipant shgll not be relieved of its 1iabiIity for payment of the amounts in default, and the Authority shall have the right to recover fromthe Participant any amount in default. In enforcement of any such right of recovery, the Authority may bring any suit, action, or proceeding in law or in equity, including mandamus and action for speci6c performance as may be necessary or appropriate to enforce any covenant, agreement or obligation to make payment for which provision is made in this Contract against the Participant, and the Authority may,'upon sixty days written notice to the Participant, cease and discontinue providing service under this,Contract..

Section 503. Levy of Tax for Payment.

.In the event of such default by the participant, the Participant shall provide for the assessrntnt and collection of an annual tax sufficient to provide funds annually to make all payments due under the provisions of this Contract in each year over the remainder of the life of this Contract and the Authority shall have the right to bring any suit, action or proceeding in law or in equity, including,

mandamus and action for specific performance, to enforcc the assessment and collection of a coritiu-ing direct annual tax upon all the taxable property within the boundaries of such Participant sufficient in amount to provide such funds annually in each year of the remainder of the life of this Contract.

Section 504. Obligation Share of Defaulting Participant.

In the event of a default by a Participant, such Participant shall become liable for the greater of (i) its respective Project Four Obligation Share, as set forth in the Schedule of Obligation Shares hereof, of Annual Project Four Costs, plus all other amounts due under this Cantract by such dcfault-ing Participant, or (ii) its payment obligation under Section 308 hereof, and shall remain so liable for so lcng as such default continues, and until all such amounts are paid.

Section 505. Otber Default by Participant

.In the event of a failure of the Participant to establish, maintain, or collect rates or charges adequate to provide revenue sufficient to enable the Participant to pay all amounts due to the Authority under this Contract or in the event of a failure of the Participant t'o take from the Authority its Bulk Pow& Supply in accordance with the provisions of this'contract, or in.the event of any'default by the Participant under. any other covenant, agreement or obligation 'of this Contract, the Authority may bring any snit, action, or proceeding in law.or in equity, including mandamus, injunction and ection for specific performance, as may be necessary or appropriate to enforce any covenant, agreement or.

obligation of this Contract against the Participant.

Section 506. Default by Authority.

In the event of any default by the Authority under any covenant, agreement 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 performance as may be necessary or appropriate to enforce any covenant, agreement, or obligation of this contract against tbe Authority.

14

Section 507. Abandonment of Remedy.

In case any proceeding taken on account of any default shall have been discontinued or abandoned for any reason, the parties to such proceedings shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers, and duties of the Authority and the Partici-

'pant shall continue as though no such proceedings had been taken.

ARTICLE VI MISCELLANEOUS GENERAL PROVISIONS Sectjon 601, Character and Continuity of Senice.

(a) The Authority may temporarily interrupt or reduce deliveries of electric energy to the Partici-pant if the Authority determines that such interruption or reduction is necessary in case of

'emergencies or in order to install equipment in or make repairs to or replacements, investigations, and inspections of or to perform other maintenance work on its generation or transmission facilities and related apparatuses. After informing the Participant regarding any such planned interruption or reduction, giving the reason therefor, and stating the probable duration thereof, the Authority will to the best of its ability schedule such interruption or reduction at a time which will cause the least interference with the operations of the Participants.

(b) The Authority shall not be required to provide, or be liable for failure to provide, service under this Contract when such failure or the cessation or curtailment of or interference with the service is caused by Uncontrollable Forces or, with respect to the services to be provided for Supplemental Bulk Power Supply, is caused by the failure or refusal of any other bulk power supplier to enter into reasonable contracts with the Authority or by the inability of the Authority to obtain any required governmental approvals to enable the Authority to acquire or construct any facilities.

Section'.602.,.Metering.

(a) The Authority reserves the right to provide for installation of meters and will provide or cause to be provided alJ necessary metering equipment for determining the quantity and conditions of the supply of electric power and energy delivered by the Authority under this ContracS provided, however, that the Participant may at its own Cost install additional metering equipment to provide a check on that of the Authority. The Participant shall supply without cost to the Authority a suitable place for installing the Authority's metering equipment.

(b) If any meter used for billing fails to register or is found to be hiaccurate, the Authority shall repair or replace such meter or cause it to be repaired or 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 occurred. Any meter t,sted and found to be not more than two percent above or below no'rmal shalI be considered accurate insofar as correction of billings is concerned.. IF, as a result of any tat, a meter is found to register in excesss of two percent above or below normal then the reading of such meter previously taken for billing purpose shall be corrected for the period during which it is established the meter was inaccurate, but no correction shall be made for

,axy period beyond sixty days prior to the date on which an inaccuracy is discovered by.such test.

Section 603. Power Deliveries.

Power and energy furnished to the Participant under this Contract shall be in the form of three phase current, alternating at a frequency of approximetely 60 Hertz.

.Section 604. Liability of Parties.

The Authority and the Participant shall assume f~ll~res~ons'ibility and liability for the rnainte-nance and operation of their respective properties and d c h shall indemnify and save harmless 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 connection with the installation, presence,

maintenance and operation of the property and equipment of the indemnifying party and not caused in whole or in part by the negligence of the other party; provided that any liability which is incurred by the Authority through the operation and maintenance of Project Four and not covered, or not covered sufficiently, by insurance shall be paid solely from the revenues of the Authority, and any payments made by the Authority to satisfy such liability shall become part of the Annual Project Four Budget.

'.section 605. other Terms and Conditions.

Service hereunder shall be in accordance with such other terms and conditions as are established as part of the Authority's service rules and regulations, which shall not be inconsistent with the provisiod of this Contract.

Section 606. Assignment of Contract.

(a) This Contract shall inure to the benefit of and shall be binding upon the respective successors and assigns of the parties to this Contract: provided, however, that except as provided in the event of a default, and, except for the assignment by the Authority authorized hereby, neither this Contract nor any interest herein shall be transferred or assigned by either party'hereto except with the consent in writing of the other party hereto; provided, however, that such consent shall not be withheld unreason- '

ably. No assignment or transfer of this Contract shall relieve the parties of any obligation hereunder.

(b) The Participant acknowledges and agrees that the Authority may assign and pledge to the Trustee designated in any Supplemental Project Four Power Revenue Bond Resolution all its right, title, and interest in and to all payments to be made to the Authority under the provisions of this Contract attributable to Project Four or to the Annual Project Four Costs as security for 'the payment.

'of the principal (including sinking,fund installments).of, and pr.emium, if any, and interest on all

. Bonds, and, upon the execution of such assignment and pledge, such Trustee shall have all rights and remedies herein provided to the Authority, and any reference herein to the Authority shall be deemed, with the necessary changes in detail, to include such Trustee which shall be a third party beneficiary of the covenants and agreements of the Participants herein contained.

Section 607. Termination or Amendment of Contract.

(a) This Contract shall not be terminated by either party under any circumstances, whether based upon the default of the other party under this Contract or any other instrument or otherwise except as specifically provided in this Contract.

(b) This Contract shall not be amended, modified, or otherwise altered in any manner that will adversely afTect the security for the Bonds afforded by the provisions of this Contract covering the purchase and salt of power hereunder upon which the owners from time to time ofthe Bonds shall have relied as an inducement to purchase and hold the Bonds. So long as any of the Bonds are outstanding. '

or until adequate proiisions for the payment thereof have been made in accordance with the piovisions '

of the Bond Resolution, this Contract shall not be amended, modified, or otherwist,altered in any manner which will reduce the payments pledged as security for the Bonds or extend the time.of such payments provided herein or which will in any manner impair or adversely affect the rights of the owners from t h e to time of the Bonds.

(c).In the event (i) the Authority does not acquire the.additional interests in Vogde Units Numbers One and Two as identified in the Description of Project Four or (ii) all of the Participants which have entered into Power Sales Contracts.with the Authority shall have not entered into Con-tracts substantially identical to this Contract for the output and service of Project Four, then this Contract shall terminate and neither party sha11 have any further rights or obligations hereunder.

ARTICLE M

.Section 701. Sererability.

- In case any one or more of theprovisions df this Contract shall for any reason be held to be illegal or invalid by a court of competent jurisdiction, it is the intention of each of the parties hereto that such illegality or invalidity shall'not affect any other provision hereof, but this Contract shall be construed and enforced as if such illegal or invalid provision had not been contained herein, and,this contract shall be construed to adopt, but not to enlarge upon, all the applicable provisions of said Act, and all the applicable provisions of thc' Constitution and general laws of Georgia, and, if any provisions hereof conflict with any applicable provision of said Constitution or laws, the latter as adopted by the legisla-

. ture and 2s interpreted by the courts of this state shall prevail in lieu of any provision hereof in conflict or not in harmony therewith.

IN W1TNE.S WHEREOF. the Municipal Electric Authon'ty of Georgia has causlcd tbk Con-

'rracr to bc u=urcd in ;= Wrporatc nams by iu duly auchorid ?ffi~:n and. by the exbcution hereof it is acknow1cdged that payrncnu made under lhis Contract may k assigned. as provided in Scction.

606(b) hereof. by: the Authority to the Tmta to k daignatcd in any Supglemcnbl Prcjctr Four Power Rcvcrruc @d R-lution a saurity for the payment of all BonQ of the Authority,

+et fonh in said Sation 606(b) hcrmf, and the Authority has a d its anprate scal to be hereunto i m p r d and attrttd; the Parrjcipant ha cduscd thh Contract to bc c x k t d in ia mrpoi~tc name by itsduly authorized oE#n and ju corporak scal to k hereunto i m p d and aua~cd, and delivery hereof by the Authority LO the Participant is hercby acknowldgcd, all as of the day and year first atove written.

MUNICIPAL;.ELECT RIC AUTHORITY OF GEORGIA

~pp.mcd As Po Form

DESCRIPTION OF PROJEn FOUR The facilities of Project Four shall be the following:

A five percent undivided interest in the two 1 150 MWc 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 VogtIe Unit NO. 2 and collectively. designated as Plant Vogtle) to be located near Waynesboro in Burke County, Georgia,.including for such units (i) land delineated and described in Georgia Power Company Map File M-8-3, to be recorded in the records of the Clak of the Superior Court of Burke County, Georgia and all land rights pertaining thereto, (ii) the nuclear power reactors, the turbine-generators, the buildings housing the same, the associated auxigaries and equipment, and the related transmission facilities all as more particularly described in the Application, and amend-menu thereto, by the Georgia Power Company before the Atomic Energy Commission in Docket Nos.

50-424 'and 50-425. and the Preliminary Safety Analysis Report, and amendments thereto, which constitutes a part of such Application, and (iii) inventories of materials, supplies, fuel, 'tools and equipmeots for use in connection with Plant Vogtle.

SCHEDULE OF OBLIGATION SH4RES The Project Four obligation Sharu of the Annual Project Four Costs, which include the co& of the servicc~ provided by the Authority in accordance with the provisions of Sections 302 and 305 of the Contract, shall for each Participant be that respective Project Four Obligation Share set forth in the foIIowing schedule:

Rojtct Four Roject Four ObIig~Hon Obllg~flon Pnrticiprnt Sbrrr

. P~rticiprnt Sbarc

" ~ d e l..........................

1.164%

G r i h........................

2.950%

Albany.. 1.. ;... :...............

10.105 Hogansville....................

0.296 Barnesville...................... 0.415 Jackson.. ;.....................

0.499 Blakely........................

0.814 LaFayette.....................

1.61 5 Brinson........................

0.033 LaGrange.....................

3.213 Buford........................

0-570 Lawrenccville..................

2.1 6 1 Cairo.........................

1-7 83 Mansfield......................

0.027 Calhoun........................

2*8 lo

. Marietta 12.76 1 Camilla.......................

I s o g 3 Monroe Cartcfle............ ;.......

1.462..

5.205 Monticello

.0.405 Collegc Park....... ;...........

Moultrie Commerce 3.070 0.641 Newnan Covington 1.605 2'694 Norcross......................

Crisp County.

0.846.

3.43 Palmetto Doerul~;.......................

0.1 19 0.33 1 2.625 Quitman.

Douglas 0.634 7.019 Sandersville East Point 0.780 1.358 S ylvania Elberton 3.118 EUayiUe.......................

0,307 Sylvester 0.979

. Fairburn.............;......-.....0.568 Thomaston........*.........*..

1.227.

Fitzgerald.....................

2,950 Thoma'sville 4.359 Fonyth ; :.........:. ;...........

0.994 Washington.....................

1.059 Fort Valley....................

1.564 West Point......................

0.426 Grantvjllt...................... 0.083 migham..

0.125 Total 1 00.000%

SCHEDULEA The Authority, in accordance with the provisions of Section 311 of the contract and subject to the provisions of the Alvin W. Vogtle Nuclear Unib Numbers One and Two Purchase, Amendment, Assignment and Assumption Agreement, dated as of November 16, 1983, between ~eorgia Power Company and the Authority, intends to sell a portion of the output and services of the Pr.oject Four to Georgia Power Company in accordance with the following schedde:

A. AS to 78.0% of the output associated with the Authority's Project Four, such ial& shall be as.

follows:

Ou Fir':

t and Sevica ::

Georgia Power Power Suppb Ycnr A.

That Portion of the Power Supply Year Remaining After the Commercial Operation Date of a Unit of Project Four 50.0%

First Full Power Supply Year Following Commercial Operation Date 50.0%

Second Full Power supply Year Following Commercial Operatiori Date 37.5%

Third Full Power Supply Year Following Commercial Operation Date 37.5%

Fourth Full Power Supply Year Following Commercial Operation Date 25.0%

Fifth F U ~

Power Supply Year Following Commercial,Operation Date 25:0%

SixthFull Power Supply Ytar Following Commercial Operation Date..

125%

seventh Full Power Supply Year Following Commercial Operation Date 12.5%

B, 'As to 7.4% of the output associated with the Authority's Project Four, such sales to Georgia Power Company shall be equal to 100% of the output and services beginning with the Cornmticial Operation date of a Unit of Project Four and continuing until the end of the fourteenth full Power Supply,Year fo~lowing the Power Supply Year in which the Commercial Operation.of such Unit occurs.

C. As to 14.6% of the output associated with the ~ u t h o r i t ~ ~ s Project Four, such sales to ~ t o r ~ i d Power Company shall be equal to 100% of the output and services beginning with the Commtrcial Operation date af a Unit of Project Four and shall continue until the later to occur of (i) retirement of such Unit, or (ii) the first to occur of the latat 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, Bind Resolutioq...

... - D. The hctafrdhme~t of the foregoing sch~dule is not intended to limit the power of the A~lthority granted in Section 31 1 to sell and exchange power'and energy from Project Four.

AND -

THE UNDERSIGNED PARTICIPANT This F i r s t Amendment o f ' ~ r o j e c t Four Pacr Sales ontr tract, made and entgred into cs of January 1, 1986, by and between the b i c i -

. p,al ~ l e c t r i c Authority of Georgia, a public body corporzte and politic and a public corporation of the State of Georgia, hereinafter some-times referred to a; the Authority, created by the provisions of I Ga.

I,. 1975, p. 107, as arrended (Title 46-3-110 O.C.G.A.

11. and the under-signed plitidal suMivision of the state of Georgia, hereinafter m-tines deiignated as. the.participant.

' W I T N E S S E T H :

BE it remembered that a Project Four Pmer Sales Contmct, dated as of November 16. 1983, has been executed previously by and between the Authority.and.. the Pazticipint; 'and WHER+,

the City of Oxford ("Oxford" 1 which has previously received its wholesale power supply from t h e City of Covinqton has requested t o beccrne a Participmt; and.

WHEREAS, it is i n the test i n t e r e s t s.of the Authority, t h e Participants and Oxford f o r Oxford t o be-a Participant upon the

, -ation of a project Four P e r Sales Contract.

WTHERmxE For and i n consideration of the premises and t h e mutual covenmts and agreements hereinafter s e t forth, the sufficiency of which is hereby acknmldged, it is a g r d by snd beteen the parties hereto that said Contract is hereby arrended as follows:

Section 1. The.Authority is hereby authorized to enter i n t o

. a p r o j e c t Four Power Sales ~on'kract with W o r d in sub3tantially the.

form of this.Project Four Power Salescontract. with. such changes as m y be required t o make such contract applicable to M o r d, and the

~ u t h o r i t y f s further authorized t o provide t o Oxford, o u t p u t and s e r v i c e s ' of project Four i n accordance with such contract, and to..

provide t h a t Oxford's Obligation Share of P r o j e c t Four. s h a l l be

.section 2.

This Participantagrees.tocon.tinueobligatedfo~

its f u l l Obligation share without deduction for th4 pro - r a t = portion..'

. a s s i g n e d by the Authority ' t o Oxford: Provided, however, t h a t t h e Authority hereby agrees t h a t it w i l l take a l l necessary action t o e n f o r c e the payment of a l l sums due by Oxford f o r its obligation share, and t h i s Participant ' s h a l l receive c r e d i t f o r its p r o r a t a Section 3.

This First ~mntimnt shall be&m effective when.

such arrendnent has b e n approved by Participants whose 1985 Transmis-s f on Entf tl-nt Shares represent, i n the aggregate, not less than 75%

of the total Participants ' Transnission Entitlement Shares for 19 85 :

~ r w i d e d, howver, that the Authority rray IMke service to W o r d retro-active to January 1, 1986.

IN WITNESS hHEREOF, the Municipal Electric Authority of

~ e o r g i a and the Participant have caused this First Amendment of contract to be executed in. their corporate m s

by their duly author-ized officers and their corporate seals to be hereunto impressed and attested, a l l as of the date and ysar first abcrve written.

MUNICIPAL EEerRJc 7UrHORI.m.

OF GEORGIA ii%i=&:lf participant Attorne ed As to Form.

1 BY: /,)3-11>>cc-.Lc CITY OF NEWNAN BOARD OF WATER, S-E AND LIGHT

~ S S I O N E R S OF THE CITY OF NEWNAN.

BY:

I,,

t.'.,

,;a.

.maim+

2-A

u. )j,.:ii-Secretary

4)

AMENDMENT TO POWER SALES CONTRACTS BETWEEN MUNICIPAL ELECTRIC

. AUTHORlTY OF GEORGIA AND THE UNDERSIGNED PARTICIPANT This Amendment (the "Amtndment") is made and entered into of ;anw 14, 2005 by and betwcm 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 Gwrgia Laws 107, as amended (O.C.G.A. 5 46-3-1 10, et seq.), and the undersigned.political subdivision of the State of Georgia, hereinafter sometimes designated as the Particifiant WITNESSETH:

WHEREAS, the Authority and the Participant entered into a Power Sales Contract dated as of October 1, 1975, 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 (herehailer 'Troject Two Power Sales Contractn); and

WHEREAS, the Authority and the Participant entered into a Power Sales Contract dated as of May 1, 1980, and a st Amendment dated as of January 1, 1986 (hereinafter

Projbct 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 F a 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 @e Project One Power Sales Contract, the Project Two Power Sales Contract, the Project Three Power Sales Contract and the Project Four Power Sales Contract (hcrtbflcr 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 &sting debt pertaining to working capital and nuclear

. :.+.%

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

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

NQW THEREFORE, for and in considexation 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 terms of the Power Sales Cofitract 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 foIlows:.

(a)

The term 6f the Project.One Power Sales Contract

, is hereby extended fkom March 1, 2026 until June 1, 2054 (bereinafter "Project One Tem Extension Period").

@)

Tht term of the Project Two Power Sales Contract is hereby extended from February 1, 2028 until June 1, 2054 (bereinafter 'Troject Two Term Exteasion Period").

(c)

The term.of the Project Three Power Sales Contract is,hereby extended &om May 1, 2030 until June 1, 2054 (hereinafter Trojcct ct Term.:. :.

Extension Period").

(d)

The tekn of the b j e c t Four Power Sales Contract. is hereby extended from November 16, 2033 until June 1, 2054 (hereinafter "Project Four Term Extension Period").

Section 2.

Allocation of Proid 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 from the Authority, the output and senices of Project Two based upon the rates and charges established by the ~uthority pursuant to Section 307(a) of the Project Two Power

Sales Contract. The Authority and the Participant hereby agree that during the Project Two Tenn Extension P.eriod 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 each Project Two Participant for debt service and for capital costs during the entirety of the original term 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 term of the Project Two Power Sales Contract, also adjusted to present value (hereinafter 'hject Two Billing Shares"). The present value calculation shall be based upon a discount.

factor equal to the weighted average intefest cost of debt relating to Project Two during the entirety of the original term of Project Two.

@)

Proiect Three Allocation Section 308(a) of the Project Three Pow& Sales Contract obligates the Authority to provide to each Project Thrce Participant, sind obligates such Participant to take h m the Authority, the output and services of Project Three based upon therates 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 Tcrm 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 term 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 b u n t factor equal to the average weighted interest cost of debt relating to Project Three during the entirety of the original term of Project Three.

(c)

Project 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 h m 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 term of the Project Four Power Sales Contract, adjusted to present value, (hereinafter 'Troject 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, effdvz as of November 16,2033, which is the expiration date of the original term 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 tenn 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 reaffirmed by the parties. Tcnns 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 detexmined 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 Authority 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 ofilcers 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 Attested:

/

By:

f y

?

" [SEAL]

PARTICIPANT:

CITY OF ADEL By:

Its:

Attested:

By: ~

.. L7d-d

-'. [SEAL],

.t Vogtle Electric Generating 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.

Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (10 CFR 50.75(9(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.: 50-424 50-425 U. S. Nuclear Regulatory Commission ATTN: Document Control Desk Washington, DC 20555 Vogtle Electric Generating Plant Financial Assurance Requirements for Decommissioning Nuclear Power Reactors (1 0 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 3 1,1999, 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)(l) for operating licenses NPF-68 and NPF-8 1 issued for Vogtle Electric Generating Plant Units 1 and 2, respectively.

Southern Nuclear Operating Company, as the operating licensee and as an agent for the owner of the Vogtle Electric Generating Plant, is providing this infomation 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 Vogtle Electric Generating 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 NPF-68 and NPF-8 1.

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

Respectfblly submitted, Don Cope h w -

president and CEO 1200 V.D. Parrot, Jr. Parkway -* P.O. Box 869 a Dalton, GA 30722 x 706.278.1313 a 706.278.7230 Fax % w.dutil.com PptiLinli Whatis P o s s r 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: CVC7000 U.S. Nuclear Regulatory Commission Dr. W. D. Travers, Regional Administrator Mr. B.K. Singal, NRR Project Manager - Vogtle Mr. G. J. McCoy, Senior Resident Inspector - Vogtle

Enclosure Vogtle Electric Generating Plant The City of Dalton Ownership Percentage - 1.6%

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 radioadiviity 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 induded in the cast formulas.

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

Unit 2

$5,466,000

$9,689,427 See Schedule in 2.93%

7.34%

4.41 %

NIA None None None Unit 1

$5,486,000

$9,792,281 See Schedule in 2.93%

7.34%

4.41%

NIA None None None 1

2 3

4 5

6 7

10 CFR 50.75(f)(l) Requirement The NRC minimum decommissioning,estimate, pursuant to 10 CFR 50.75(b) and (c).

The amount accumulated at the end of the calendar year preceding the date of the report for items induded in 10 CFR 50.75(b) and (c).

A schedule of the annual amounts remaining to be collected; for items in 10 CFR 50.75@) and (c).

The assumptions used regarding:

(a) rates of escalation in decommissioning costs:

(b) rates of earnings on decommissioning funds; (c) real rate of return; and (d) rates of other factors used in funding projections.

Any contracts upon which the licensee is relying pursuant to 10 CFR 50.75(e)(l)(v).

Any modifications to a licensee's current method of providing financial assurance occumng since the last submitted report.

Any material changes to trust agreements.

Attachment Schedule of the Annual Amounts R 1

.emaining to be Collected CV

- 3

.- 5 I-"

3 l-I?

NL-07-0680, Financial Assurance Requirements for Decommissioning Nuclear Power Reactors

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Enclosures:

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Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

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NL-07-0680, Financial Assurance Requirements for Decommissioning Nuclear Power Reactors

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Enclosures:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

Dear Ladies and Gentlemen:

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