Exhibit 10(a)60
Execution Copy
AMENDMENT NO.1, DATED AS OF JUNE 15, 1994,
TO THE PLANT ROBERT W. SCHERER UNIT NUMBER FOUR
AMENDED AND RESTATED
PURCHASE AND OWNERSHIP PARTICIPATION AGREEMENT
among
GEORGIA POWER COMPANY
FLORIDA POWER & LIGHT COMPANY
and
JACKSONVILLE ELECTRIC AUTHORITY
THIS AMENDMENT NO.1, dated as of June 15, 1994, is among
GEORGIA POWER COMPANY, a corporation organized and existing under
the laws of the State of Georgia ("GPC"), FLORIDA POWER & LIGHT
COMPANY, a corporation organized and existing under the laws of
the State of Florida ("FPL"), and JACKSONVILLE ELECTRIC
AUTHORITY, a body politic and corporate and an independent agency
of the City of Jacksonville, Florida, organized and existing
under the laws of the State of Florida, ("JEA"), and is Amendment
No. 1 to that certain Plant Robert W. Scherer Unit Number Four
Amended and Restated Purchase and Ownership Participation
Agreement, dated as of December 31, 1990 (the "Ownership
Agreement"), among GPC, FPL and JEA.
W I T N E S S E T H :
WHEREAS, GPC, FPL and JEA have previously entered into the
Ownership Agreement providing, among other things, to establish
their respective ownership rights in Scherer Unit No. 4, the
Additional Unit Common Facilities, the Plant Scherer Common
Facilities and in the Plant Scherer Coal Stockpile; and
WHEREAS, the parties hereto desire to amend certain
provisions of the Ownership Agreement;
NOW, THEREFORE, in consideration of the mutual agreements
herein set forth, the parties hereto hereby agree as follows:
1. Certain Definitions. Capitalized terms and phrases
used and not otherwise defined in this Amendment shall have the
respective meanings assigned to them by the Ownership Agreement,
the Operating Agreement, or both, unless the context or use
clearly indicates otherwise. The rules of interpretation,
instruction, or both, set forth in the Ownership Agreement shall
apply with equal force and effect to this Amendment.
2. Amendment to Section 1, DEFINITIONS.
(a) Section 1(q), COMMON COAL STOCKPILE, is hereby amended
to add the following to the end thereof, "pursuant to
Section 6(i), COMMON COAL STOCKPILE AND SEPARATE COAL
STOCKPILES, of this Ownership Agreement."
(b) The first sentence of Section 1(r), COMMON COAL
STOCKPILE COSTS, is hereby amended to delete the words
"Section 3(d), FOSSIL FUEL," and to substitute the
words "subsection (iii) of Section 3(c), SEPARATE FUEL
PROCUREMENT" therefore.
The second sentence of Section 1(r), COMMON COAL
STOCKPILE COSTS, is hereby amended to add the words
"Other Fuel Costs, Separate Coal Stockpile Costs and"
after the words "shall not include."
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(c) Section 1(u), COMMON PROCUREMENT PARTICIPANT, is hereby
amended to add the words "subsection (iii) of" after
the words "exercised its rights under" in subsection
(i) thereof.
Section 1(u), COMMON PROCUREMENT PARTICIPANT, is hereby
amended to delete the words "undivided ownership
interests" and "undivided percentage ownership
interest" and to substitute the words "Pro Forma
Ownership Interest in Plant Scherer" therefore.
(d) The second sentence of Section 1(bo), OTHER FUEL COSTS,
is hereby amended to add the words "Common Coal
Stockpile Costs, Separate Coal Stockpile Costs and"
after the words "shall not include."
(e) Section 1(bz), PLANT SCHERER PARTICIPATION AGREEMENTS,
is hereby amended to delete the words "William J. Wade
as Owner Trustees" and to substitute the words
"NationsBank of Georgia, N.A. (as successor to William
J. Wade) as Owner Trustees, as amended" therefore.
(f) Section 1(cc), PRO FORMA OWNERSHIP INTERESTS IN PLANT
SCHERER, is hereby amended to add words "by four" after
the words "obtained by dividing."
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Section 1(cc), PRO FORMA OWNERSHIP INTEREST IN PLANT
SCHERER, is hereby amended to delete "(i)" and the
words "by (ii) four" therefrom.
(g) Section 1(cu), SEPARATE COAL STOCKPILE COSTS, is hereby
amended by deleting such Section 1(cu) in its entirety
and by substituting, in lieu thereof, the following:
"(cu) Separate Coal Stockpile Costs. "Separate
Coal Stockpile Costs" shall mean with respect to each
Separate Coal Stockpile Participant all costs incurred
by the Agent for such Separate Coal Stockpile
Participant (or by a Common Procurement Participant in
connection with any contract for fuel entered into in
accordance with the provisions of subsection (iii) of
Section 3(c), SEPARATE FUEL PROCUREMENT, of the
Operating Agreement) that are allocable to the
acquisition, processing, transportation, delivering,
handling, storage, accounting, analysis, measurement
and disposal of coal for such Separate Coal Stockpile
Participant, including, without limitation, all costs
incurred by GPC as Agent in administering fuel and
transportation contracts entered into by such Separate
Coal Stockpile Participant pursuant to any one or more
of Section 6(i), COMMON COAL STOCKPILE AND SEPARATE
COAL STOCKPILES, hereof or subsection (ii) of Section
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3(c), SEPARATE FUEL PROCUREMENT, subsection (i) of
Section 3(d), FOSSIL FUEL or Section 3(e), COMMON COAL
STOCKPILE AND SEPARATE COAL STOCKPILES, of the
Operating Agreement, and including any advance payments
in connection therewith, less credits related to such
costs applied as appropriate, and including that
portion of administrative and general expenses which is
properly and reasonably allocable to acquisition and
management of coal for such Separate Coal Stockpile
Participant's Separate Coal Stockpile and for which the
incurring party has not otherwise been reimbursed.
Separate Coal Stockpile Costs shall not include Common
Coal Stockpile Costs, Other Fuel Costs and amortization
of the Plant Scherer initial fossil fuel supply,
including, without limitation, unrecoverable base
coal."
(h) Section 1(cw), SEPARATE PROCUREMENT PARTICIPANT, is
hereby amended by deleting such Section 1(cw) in its
entirety and by substituting, in lieu thereof, the
following:
"(cw) Separate Procurement Participant.
"Separate Procurement Participant" shall mean each
Separate Coal Stockpile Participant (i) which has
exercised its rights under the applicable subsections
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of Sections 3(c), SEPARATE FUEL PROCUREMENT of the
Operating Agreement, Section 2(c) (iii) of the Units
Operating Agreement, Section 3(c), SEPARATE FUEL
PROCUREMENT of the Unit Three Operating Agreement or
(ii) which has been found by a vote of a majority of
the Pro Forma Ownership Interest in Plant Scherer of
the Common Procurement Participants (excluding the Pro
Forma Ownership Interest in Plant Scherer of the Common
Procurement Participant under consideration) to have
violated the policies and rules for Common Procurement
Participants established from time to time by the Plant
Scherer Managing Board; and which has not been
reestablished as a Common Procurement Participant
pursuant to subsection (i) of Section 3(d), FOSSIL
FUEL, of the Operating Agreement."
(i) Section 1(df), UNIFORM SYSTEM OF ACCOUNTS, is hereby
amended to delete the words "(Class A and Class B)" and
to substitute the words "subject to the provisions of
the Federal Power Act" therefore.
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3. Amendment to Section 3, SALE TO FPL OF UNDIVIDED OWNERSHIP
INTERESTS IN SCHERER UNIT NO. 4.
(a) The first sentence of Section 3(c), CLOSINGS, is hereby
amended to delete the words "June 30, 1991" and to
substitute the words "July 2, 1991" therefore.
(b) The fourth sentence of Section 3(c), CLOSINGS, is
hereby amended to delete the words "June 30, 1991" and
to substitute the words "July 2, 1991" therefore.
4. Amendment to Section 4, SALE TO JEA OF UNDIVIDED OWNERSHIP
INTERESTS IN SCHERER UNIT NO. 4.
(a) The first sentence of Section 4(c), CLOSINGS, is hereby
amended to delete the words "June 30, 1991" and to
substitute the words "July 2, 1991" therefore.
(b) The third sentence of Section 4(c), CLOSINGS, is hereby
amended to delete the words "June 30, 1991" and to
substitute the words "July 2, 1991" therefore.
5. Amendment to Section 6, OWNERSHIP, RIGHTS AND OBLIGATIONS.
(a) Subsection (vii) of Section 6(d), DAMAGE AND
DESTRUCTION, is hereby amended to add the words
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"actually incurred" after the words "cost of capital"
and to add the following to the end thereof:
"Except as otherwise agreed to by the Participants and
the Additional Unit Participants, the Participants may
not repair or reconstruct the Additional Units or the
Additional Unit Common Facilities and the Additional
Unit Participants may not repair or reconstruct the
Units or the Unit Common Facilities."
(b) Subsections (i), (ii) and (iii) of Section 6(g), FOSSIL
FUEL, are hereby amended to add the words "5(b),
SCHEDULING AND DISPATCHING," after the words "Sections
3(e), COMMON COAL STOCKPILE AND SEPARATE COAL
STOCKPILES," in each of those subsections.
(c) Subsection (ii) of Section 6(i), COMMON COAL STOCKPILE
AND SEPARATE COAL STOCKPILES, is hereby amended to add
the words "5(b), SCHEDULING AND DISPATCHING" after the
words "Sections 3(e), COMMON COAL STOCKPILE AND
SEPARATE COAL STOCKPILES."
(d) Subsection (ii) of Section 6(i), COMMON COAL STOCKPILE
AND SEPARATE COAL STOCKPILES, is hereby amended to add
the following to the end thereof, "except as provided
in subsection (viii) of this Section 6(i)."
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(e) The last sentence of subsection (iii) of Section 6(i),
COMMON COAL STOCKPILE AND SEPARATE COAL STOCKPILES, is
hereby amended to delete the words "undivided ownership
interests" and to substitute the words "Pro Forma
Ownership Interest in Plant Scherer" therefore.
(f) Subsection (vi) of Section 6(i), COMMON COAL STOCKPILE
AND SEPARATE COAL STOCKPILES, is hereby amended to add
the following to the end thereof, "under this Section
6(i)."
6. Amendment to Section 10, MISCELLANEOUS.
The first sentence of Section 10(s), CERTAIN PROVISIONS
APPLICABLE DURING BUY-BACK PERIOD, is hereby amended to delete
the words "Section 5(c)" and to substitute the words "Section
5(b)" therefore.
7. Miscellaneous.
This Amendment shall be construed in connection with and as
a part of the Ownership Agreement, and all terms, conditions and
covenants contained in the Ownership Agreement, except as herein
modified, shall be and remain in full force and effect. The
parties hereto agree that they are bound by the terms and
conditions of the Ownership Agreement as amended hereby.
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This Amendment may be executed in any number of
counterparts, each executed counterpart constituting an original
but altogether one and the same instrument.
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IN WITNESS WHEREOF, the undersigned Parties hereto have duly
executed this Amendment to the Ownership Agreement under seal as
of the date first above written.
Signed, sealed and delivered GEORGIA POWER COMPANY, as a
in the presence of: Scherer Unit No. 4 Participant
___________________________ By: ________________________
___________________________ Attest: ____________________
Notary Public
(CORPORATE SEAL)
Signed, sealed and delivered FLORIDA POWER & LIGHT COMPANY,
in the presence of: as a Scherer Unit No. 4
Participant
___________________________ By: _________________________
___________________________ Attest: _____________________
Notary Public
(CORPORATE SEAL)
Signed, sealed and delivered JACKSONVILLE ELECTRIC
in the presence of: AUTHORITY, as a Scherer Unit
No. 4 Participant
___________________________ By: _________________________
___________________________ Attest: ____________________
Notary Public
(CORPORATE SEAL)
Signed, sealed and delivered GEORGIA POWER COMPANY, as
in the presence of: Agent
___________________________ By: _________________________
___________________________ Attest: _____________________
Notary Public
(CORPORATE SEAL)
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