EXHIBIT 10.11(a)
AMENDMENT NO. 1
TO INTERCONNECTION AGREEMENT BETWEEN
ALABAMA ELECTRIC COOPERATIVE, INC. AND
OGLETHORPE POWER CORPORATION
This agreement is made and entered into as of April 22, 1994, by and
between Alabama Electric Cooperative, Inc. ("AEC"), P.O. Box 550, Andalusia,
Alabama 36420 and Oglethorpe Power Corporation (An Electric Membership
Generation & Transmission Corporation) ("OPC"), P.O. Box 1349, Tucker, Georgia
30085-1349.
WITNESSETH:
WHEREAS, AEC and OPC entered into an Interconnection Agreement dated
November 12, 1990; and
WHEREAS, the parties desire to amend their Interconnection Agreement to add
Service Schedule "J" Negotiated Interchange Service for OPC to provide 100
megawatts of capacity and energy and AEC to take such power and energy for the
period of June 1, 1998 through December 31, 2005; and
WHEREAS, the parties desire to further amend their Interconnection
Agreement to extend the term from December 31, 1999 through December 31, 2005,
and to modify the present Assignment clause; and
WHEREAS, the parties desire the Interconnection Agreement, as amended, to
remain in full force and effect.
NOW, THEREFORE, in consideration of the premises and terms and conditions
set forth herein, the parties agree further to amend the Interconnection
Agreement as follows:
1. Service Schedule "J" Negotiated Interchange Service attached is added
to the Agreement dated November 12, 1990.
2. Section 2.01. Term of Agreement is amended by adding an additional
sentence as follows:
"The initial term ending December 31, 1999, is extended through
December 31, 2005."
3. Delete Section 7.03. Assignment. Add a new "Section 7.03. Successors
and Assigns."
(a). Permitted Assignments. This Agreement shall be binding upon
and inure to the benefit of the permitted successors and
assigns of the parties hereto. The Parties may assign,
transfer, mortgage or pledge this Agreement to create a
security interest for the benefit of the United States of
America, acting through the Administrator of the Rural
Electrification Administration (the Administrator).
Thereafter, the Administrator, without the approval of
parties, may (i) cause this Agreement to be sold, assigned,
transferred or otherwise disposed of to a third party
pursuant to the terms governing such security interest, or
(ii) if the Administrator first acquires this Agreement
pursuant to 7 U.S.C. Section 907, sell, assign, transfer, or
otherwise dispose of this Agreement to a third party;
provided, however, that in either case (a) the Cooperative
is in default of its obligations to the Administrator that
are secured by such security interest and the Administrator
has given the non-defaulting party notice of such default;
and (b) the Administrator has given the non-defaulting party
thirty days' prior notice of its intention to sell, assign,
transfer or otherwise dispose of this Agreement indicating
the identity of the intended third-party assignee or
purchaser. No permitted sale, assignment, transfer or other
disposition shall release or discharge the Cooperative from
its obligations under this Agreement.
4. Add a new "Section 7.03(b). Other Assignment."
(b). Other Assignment. Except as provided in subsection 7.03(a) above,
neither party shall assign its interest in the Agreement in whole
or in part without the prior written consent of the other party.
Such consent shall not be unreasonably withheld.
5. All of the other terms and conditions of the Interconnection
Agreement, as amended, between AEC and OPC shall remain in full force
and effect.
This Amendment No. 1 shall not be effective until approved by the
Administrator of the Rural Electrification Administration.
IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Interconnection Agreement to be executed by their undersigned officers.
ALABAMA ELECTRIC COOPERATIVE, INC.
BY:/s/ JAMES A. VANN, JR.
President and Chief Executive Officer
ATTEST:
/s/ ELMER MCDANIEL
Secretary
OGLETHORPE POWER CORPORATION
BY:/s/ CHARLES T. AUTRY
Corporate Contracts Officer
Senior Vice President and
General Counsel
ATTEST:
/s/ PATRICIA N. NASH
Assistant Secretary
SERVICE SCHEDULE J
NEGOTIATED INTERCHANGE SERVICE
Under Agreement dated November 12, 1990 as amended April 22 , 1994 between
Oglethorpe Power Corporation and Alabama Electric Cooperative, Inc.:
All of the services contemplated by this schedule are as agreed to by the
parties in a letter of commitment.
1.1 The terms of this Service Schedule "J" shall commence on the date
shown above and shall continue in effect for the term stipulated in
Section 2 of the Agreement; provided, however, that this Service
Schedule "J" shall continue in effect for so long as any letter of
commitment hereunder is in effect.
2.1 Negotiated Interchange Service shall mean that quantity of power
and/or energy supplied by the seller to the buyer in accordance with a
specific negotiated letter of commitment.
3.1 Each party shall determine its needs for any availability of
Negotiated Interchange Service from time to time. To the extent that
such service is requested by one party and is desired to be made
available by the other party, a written commitment shall be made for
such service. Such letter of commitment shall contain terms and
conditions of delivery of the capacity and energy and also may contain
special provisions which shall take precedence over the provisions of
the Agreement.
4.1 The buyer shall pay the seller for Negotiated Interchange Service as
set forth in the letter of commitment.