EXHIBIT B-4
FIFTH AMENDMENT TO THE JOINT OWNERSHIP
PARTICIPATION AND OPERATING AGREEMENT
WHEREAS, Vinton Public Power Authority ("VPPA") is
selling its undivided ownership interest in Unit No. 6 and
an undivided interest in the related Excepted Facilities
located at the Xxx X. Xxxxxx Generating Station, West Lake,
Calcasieu Parish, Louisiana, to the Entergy Power, Inc.
("EPI") or its nominee under a Sales Agreement dated as of
November 5th, 1998.
WHEREAS, VPPA's sale of its 20% undivided interest is
made to EPI or its designated nominee, in escrow, pursuant
to EPI's Right of First Refusal and Option to Purchase to be
exercised as specified in the Capacity Sales Agreement, of
even date, upon the Effective Date within five years from
the date of the Sales Agreement, and filed for registration
by the Escrow Agent as specified in the Escrow Sales
Agreement, of even date.
WHEREAS, Entergy Gulf States, Inc. ("EGS") and the Xxx
Xxxxxxx G&T Electric Cooperative ("SRG&T") agree to the
aforesaid transfer and accept EPI or its nominee as a Co-
owner with full rights under the Joint Ownership
Participation and Operating Agreement, dated as of June 6,
1980, as heretofore and hereby amended ("JOA");
NOW, THEREFORE, in consideration of their mutual
agreements, and for other good and valuable consideration
acknowledged to be in hand received, the parties hereto
undertake and agree as follows:
Section 1. In accord with Section 6.8 of the JOA,
EGS and SRG&T, by their subscriptions hereto, expressly
waive their respective rights to formal offer, to
presentation of contract, and of first refusal to acquire
the interest transferred to EPI or its nominee by VPPA, for
the said transaction only, and EGS and SRG&T hereby
expressly reserve and retain such rights to offer,
presentation, and first refusal for any and all future
transactions with the undivided interest transferred to EPI
or its nominee by VPPA; provided, that (a) neither VPPA nor
its Agent SRMPA are in default on any obligations under the
JOA, or any power interconnection or supply agreements
between VPPA and/or SRMPA and EGS or Entergy Services, Inc.
(ESI), and (b) the terms and conditions of such acquisition
by EPI or its nominee will not increase any costs or
obligations of EGS or SRG&T under the JOA or
interconnections or power supply agreements between EGS and
SRG&T, ESI and SRG&T, or EPI and SRG&T.
Section 2. In accord with Section 6.11 of the JOA,
EPI and its nominee accept the undivided interest previously
held by VPPA for all purposes of the JOA and accept the
obligations of VPPA and its agent SRMPA pursuant to the JOA
and hereby agrees to be bound as a Co-owner under the
provisions of the JOA applicable to the undivided ownership
interest acquired from VPPA. Further, EPI and its nominee
agree, whichever is the Co-owner, has joint and several
liability as Co-owners as to obligations presently existing
or hereafter arising with respect to such interest. The
sale by VPPA to EPI shall not in any way release or relieve
VPPA or its agent SRMPA of any of its obligations under the
JOA.
Section 3. In accord with Section 6.14 of the JOA,
EGS, SRG&T and EPI expressly confirm and acknowledge that
the covenants and obligations of the JOA run with each
party's ownership interest in Unit No. 6 and shall inure to
and be binding upon the Co-owners and all successor to and
assigns of their respective ownership interests.
Section 4. EPI hereby warrants to EGS and to SRG&T
that its nominee will execute this Amendment 5 and be fully
bound hereunder.
Section 5. EPI and its nominee hereby warrant and
represent that all easements, servitudes and dedications by
SRMPA as a Co-owner under the JOA or otherwise with respect
to the 20% undivided ownership interest in Unit No. 6 and
the undivided ownership interest in the related Excepted
Facilities sold to EPI or its nominee shall remain in full
force and effect and shall be fully enforceable against EPI
and its nominee. EPI and its nominee agree to duly
authorize, execute and deliver any instruments in recordable
form reasonably requested by EGS to confirm and perfect such
easements, servitudes and dedications and to cause them to
be and to remain in effect for the benefit of EGS and SRG&T,
as appropriate. This Amendment shall have no force and
effect for EPI's nominee until executed by said nominee.
Section 6. The agreement by EGS to this Amendment
and to other amendments and contracts with VPPA and its
agent SRMPA is not intended to waive any pre-existing rights
or claims which EGS may have with respect to any and all
such contracts.
IN WITNESS WHEREOF, the parties hereto have caused this
Fifth Amendment to be Joint Ownership and Operating
Agreement to be executed by their duly authorized
representatives this 5th day of November, 1998.
VINTON PUBLIC POWER AUTHORITY ENTERGY GULF STATES, INC.
BY: /s/Xxxxxxx XxXxxxx BY: /s/Xxxxx X. Xxxxxx
Xxxxxxx XxXxxxx Xxxxx X. Xxxxxx
President Vice President, ESI Agent
for EGS
ATTEST: ATTEST:
/s/Xxxxx Xxxxxx /s/
Xxxxx Xxxxxx
Secretary
ENTERGY POWER, INC. XXX XXXXXXX G&T ELECTRIC COOPERATIVE
BY: /s/Xxxxxx X. Xxxxx BY: /s/H.E. Xxxxxxxx
Xxxxxx X. Xxxxx H.E. Xxxxxxxx
President & CEO President
ATTEST: ATTEST:
/s/Xxxxxxxxxxx X. Xxxxxxx /s/Xxxxxx Xxxxxxx
Xxxxxxxxxxx X. Xxxxxxx Xxxxxx Xxxxxxx
Assistant Secretary
XXX XXXXXXX MUNICIPAL
POWER AGENCY
BY: /s/Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
President
ATTEST:
/s/X.X.Xxxx
X.X. Xxxx
Secretary
