EXHIBIT B-1
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into this 5th day of
November 1998, by, between and among Entergy Power, Inc., a
Delaware corporation with principal offices at Suite 500, 10055
Xxxxxx'x Xxxx Xxxx, Xxx Xxxxxxxxx, Xxxxx 00000 (EPI), Xxx Xxxxxxx
Municipal Power Agency, an agency and political subdivision of
the State of Texas with principal offices at 0000 Xxxxx Xxxxxxx
Street, P.O. Box 1700, Xxxxxxxxxx, Xxxxx 00000 (SRMPA), and
Vinton Public Power Authority, a municipal body corporate and
political subdivision of the State of Louisiana 70668 (VPPA).
WHEREAS, VPPA has granted a certain Option to Buy and Right of
First Refusal to SRMPA to purchase VPPA's 20% undivided ownership
interest in coal-fired Unit No. 6, located at the Xxx X. Xxxxxx
Generating Station, Calcasieu Parish, Louisiana (Unit No. 6),
under the Unit Power Sale Agreement (UPS Agreement) between VPPA
and SRMPA, dated December 12, 1992;
WHEREAS, SRMPA wishes to assign, transfer and convey that
Option to Buy and Right of First Refusal to EPI, and EPI wishes
to acquire that option to buy and right of first refusal to
purchase VPPA's undivided ownership interest in Unit No. 6, and
VPPA acknowledges and accepts this assignment, transfer and
conveyance;
NOW, THEREFORE, in exchange for their mutual promises and
reliances and other good and valuable consideration acknowledged
by all parties to be in hand received, the parties undertake and
agree as follows:
(i) Right of First Refusal:--SRPMA hereby assigns to EPI or its
nominee the right to exercise the Right of First Refusal granted
by VPPA to SRMPA under the UPS Agreement, Section 5.4(a),
provided that SRMPA waives all right to receive payment of
Termination Compensation and that VPPA would be paid $1,000 as
full and fair market value compensation for exercise of that
Right of First Refusal, as provided under the Unit Power Sale
Termination Agreement between SRMPA, VPPA; provided, EPI or its
nominee taking the title shall either have first obtained
approval of appropriate federal and/or state jurisdictional
regulatory agencies or have certified that it is exempt from any
such federal or state jurisdictional agencies.
(ii) Option to Purchase:--SRMPA hereby assigns to EPI or its
nominee the right to exercise the Option granted by VPPA to SRMPA
under the UPS Agreement, Section 5.4(b), with a right to record
the same, provided that SRMPA waives all right to receive payment
of Termination Compensation and that VPPA would be paid $1,000 as
full fair market value compensation, as provided under the Unit
Power Sale Termination Agreement of even date herewith among
SRMPA, VPPA and EPMC; provided, EPI or its nominee taking title
shall either have first obtained approval of appropriate federal
and/or state jurisdictional regulatory agencies or have certified
that it is exempt from any such federal or state jurisdictional
agencies.
(iii) Put:--EPI and its nominee, if any, hereby agree,
subject to enforcement in equity, to exercise the above Option or
otherwise to purchase title to Unit No. 6 and the Excepted
Facilities or to nominate a purchaser on or before October 1,
2003, and to pay therefor in full consideration the sum of
$1,000.00; provided, that EPI or its nominee taking title shall
either have first obtained approval of appropriate federal and/or
state jurisdictional regulatory agencies or have certified that
it is exempt from any such federal or state jurisdictional
agencies.
(iv) Personal Property:--Upon exercise of the Option to Purchase
or the Right of First Refusal and payment of the stated
compensation, EPI shall, pursuant to documentation to be mutually
agreed upon by the parties, receive title to VPPA's 20% undivided
ownership interest in Xxxxxx Unit No. 6 together with title to
all fuel supplies, equipment, materials and supplies, and related
inventories and personal or moveable property of any kind and
nature whatsoever associated with the conveyed 20% undivided
ownership interest in Unit No. 6.
IN WITNESS WHEREOF, the parties hereto have cause their
representatives to set their signatures below on the
date first above given.
VINTON PUBLIC POWER ENTERGY POWER, INC.
AUTHORITY:
BY: /s/Xxxxxxx XxXxxxx BY: /s/Xxxxxx X. Xxxxx
Xxxxxxx XxXxxxx, President Xxxxxx Xxxxx, President
ATTEST: ATTEST:
/s/Xxxxx Xxxxxx /s/Xxxxxxxxxxx X. Xxxxxxx
Xxxxx Xxxxxx, Secretary Xxxxxxxxxxx X. Xxxxxxx
XXX XXXXXXX MUNCIPAL
POWER AGENCY
BY: /s/Xxx X. Xxxxxxxx, Xx.
Xxx X. Xxxxxxxx, Xx., President
ATTEST:
/s/X.X. Xxxx
X.X. Xxxx, Secretary
