Exhibit 10.8.2
AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT
THIS AMENDED AND RESTATED SUPPLEMENTAL AGREEMENT, dated as of August 1,
1996 (this "Supplemental Agreement"), is entered into by and between Oglethorpe
Power Corporation (An Electric Membership Generation & Transmission
Corporation), an electric membership corporation organized and existing under
the laws of the State of Georgia (the "Seller"), Altamaha Electric Membership
Corporation, an electric membership corporation organized and existing under the
laws of the State of Georgia (the "Member"), and the United States of America
(the "Government"), acting through the Administrator (the "Administrator") of
the Rural Utilities Service ("RUS").
WHEREAS, the Seller, the Member and the Government are parties to that
certain Supplemental Agreement, dated September 5, 1974, as amended by that
certain Amended and Consolidated Supplemental Agreement, dated as of December 1,
1988 (collectively, the "Existing Supplemental Agreement"); and
WHEREAS, the Seller and the Member desire to amend their existing contract
for the purchase and sale of electric power and energy by entering into an
amended and restated contract which is attached (the "Amended and Restated
Wholesale Power Contract"); and
WHEREAS, the effectiveness of the Amended and Restated Wholesale Power
Contract is subject to the approval of the Administrator under the terms of the
loan agreement entered into between the Government and the Seller;
NOW, THEREFORE, in consideration of the mutual undertakings herein
contained, and the approval of the Administrator of the Amended and Restated
Wholesale Power Contract, the parties hereto agree as follows:
1. The Seller, the Member and the Government agree that if the Member
shall fail to comply with any provision of the Amended and Restated Wholesale
Power Contract, the Seller, the Government (or the Administrator, if the
Administrator so elects), shall have the right to enforce the obligations of the
Member under the provisions of the Amended and Restated Wholesale Power Contract
by instituting all necessary actions at law or suits in equity, including,
without limitation, suits for specific performance. Such rights to enforce the
provisions of the Amended and Restated Wholesale Power Contract are in addition
to and shall not limit the rights that the Government (or the Administrator)
shall otherwise have pursuant to the assignment of such Amended and Restated
Wholesale Power Contract and the payments required to be made thereunder as
provided in the "Mortgage" (as defined in Schedule C to the Amended and Restated
Wholesale Power Contract). The Government shall not, under any circumstances,
assume or be bound by the obligations of the Seller under the Amended and
Restated Wholesale Power Contract except to the extent the Government shall
agree in writing to accept and be bound by such obligations.
2. If the Seller shall fail to comply with Section 5.2 of the Amended and
Restated Wholesale Power Contract, the Government (or the Administrator, if the
Administrator so elects), shall have the right to enforce the obligations of the
Seller under the provisions of the Amended and Restated Wholesale Power Contract
by instituting all necessary actions at law or suits in equity, including,
without limitation, suits for specific performance. Such rights to enforce the
provisions of the Amended and Restated Wholesale Power Contract are in addition
to and shall not limit the rights that the Government (or the Administrator)
shall otherwise have pursuant to the assignment of such Amended and Restated
Wholesale Power Contract and the payments required to be made thereunder as
provided in the Mortgage. The Government shall not, under any circumstances,
assume or be bound by the obligations of the Member under the Amended and
Restated Wholesale Power Contract except to the extent the Government shall
agree in writing to accept and be bound by such obligations.
3. If either the Seller or the Member is a borrower from RUS at the time
an amendment to the Amended and Restated Wholesale Power Contract is executed,
such amendment to the Amended and Restated Wholesale Power Contract shall not be
effective until approved in writing by the Administrator.
4. The Member and the Seller agree that the failure or threatened failure
of the Member to comply with the terms of Section 8 of the Amended and Restated
Wholesale Power Contract will cause irreparable injury to the Government, which
cannot properly or adequately be compensated by the mere payment of money. The
Member agrees, therefore, that in the event of a breach or threatened breach of
such Section 8 by the Member, the Government (or the Administrator), in addition
to any other remedies that may be available to the Government (or the
Administrator) judicially, shall have the right to obtain from any competent
court a decree enjoining such breach or threatened breach of such Section 8 or
providing that the terms of such Section 8 be specifically enforced.
5. The Government is an intended third party beneficiary as provided
herein within the meaning of Section 19.6 of the Amended and Restated Wholesale
Power Contract.
6. This Supplemental Agreement amends and restates the Existing
Supplemental Agreement.
7. This Supplemental Agreement shall terminate when neither the Seller nor
the Member is a borrower of RUS.
8. Except to the extent governed by applicable federal law, this
Supplemental Agreement shall be governed by, and construed in accordance with,
the laws of the State of Georgia.
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9. This Supplemental Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the parties hereto. Neither the Member
nor the Seller shall assign this Supplemental Agreement without the consent of
the Administrator, except that this Supplemental Agreement may be assigned by
the Seller or the Member without the consent of the Administrator in connection
with any assignment of the Amended and Restated Wholesale Power Contract
permitted by the Amended and Restated Wholesale Power Contract.
10. This Supplemental Agreement shall be effective when and if the Amended
and Restated Wholesale Power Contract is effective pursuant to its terms.
(Signatures on next page)
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the day and year first above mentioned.
SELLER:
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION
& TRANSMISSION CORPORATION)
[CORPORATE SEAL] By: /s/ X.X. Xxxxxxx
---------------------------------
X. X. Xxxxxxx, President and
Chief Executive Officer
ATTEST:
/s/ Xxxxxxxx X. Xxxx
-------------------------------------
Xxxxxxxx X. Xxxx, Assistant Secretary
MEMBER:
ALTAMAHA ELECTRIC MEMBERSHIP
CORPORATION
[CORPORATE SEAL] By: /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: President
ATTEST:
/s/ Xxxxxxx Xxxx
-------------------------------------
Name: Xxxxxxx Xxxx
Title: Secretary-Treasurer
GOVERNMENT:
UNITED STATES OF AMERICA
By: /s/ Xxxxxx X. Xxxx
---------------------------------
Title: Director, Power Supply
Division
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SCHEDULE TO EXHIBIT 10.8.2
AMENDED AND RESTATED
SUPPLEMENTAL AGREEMENT
Schedule of Substantially Identical
Amended and Restated Supplemental Agreements
for the Electric Membership Corporations
dated August 1, 1996
1. Amicalola EMC
2. Canoochee EMC
3. Xxxxxxx EMC
4. Central Georgia EMC
5. Coastal EMC
6. Xxxx EMC
7. Xxxxxxxx EMC
8. Coweta-Fayette EMC
9. Excelsior EMC
10. Flint EMC
11. Xxxxx EMC
12. Greystone Power Corporation,
an EMC
13. Habersham EMC
14. Xxxx EMC
15. Xxxxx EMC
16. Xxxxxxx EMC
17. Jefferson EMC
18. Xxxxx EMC
19. Little Ocmulgee EMC
20. Middle Georgia EMC
21. Xxxxxxxx EMC
22. Ocmulgee EMC
23. Oconee EMC
24. Okefenoke EMC
25. Pataula EMC
26. Planters EMC
27. Xxxxx EMC
28. Satilla Rural EMC
29. Sawnee EMC
30. Slash Pine EMC
31. Snapping Shoals EMC
32. Sumter EMC
33. Three Notch EMC
34. Tri-County EMC
35. Xxxxx EMC
36. Xxxxx EMC
37. Xxxxxx EMC
38. Washington EMC
