EXHIBIT 10.27(a)
EXTENSION AND MODIFICATION AGREEMENT
BETWEEN
ENRON POWER MARKETING, INC.
AND
OGLETHORPE POWER CORPORATION
Dated as of April 30, 1996
ACKNOWLEDGMENT REGARDING CONFIDENTIAL INFORMATION:
Oglethorpe Power Corporation (An Electric Generation & Transmission
Corporation) (the "Company") acknowledges that certain confidential
information is contained throughout the Extension and Modification Agreement
and the Exhibits attached thereto and therefore such confidential information
has been omitted from the copy filed with this Quarterly Report on Form 10-Q
for the quarter ended March 31, 1996, and an asterisk (*) has been inserted
indicating such omission at the exact place in the Agreement and the Exhibits
where such confidential information has been omitted. A copy of this
Agreement without any omission of confidential information has been filed
separately with the Secretary of the Commission as an attachment to a request
for confidentiality with respect to the omitted information.
EXTENSION AND MODIFICATION AGREEMENT
BETWEEN
ENRON POWER MARKETING, INC.
AND
OGLETHORPE POWER CORPORATION.
This Extension and Modification Agreement dated as of April 30, 1996
(this "Extension Agreement") is entered into by and between Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission Corporation), a
corporation organized and existing under Title 46 of the Official Code of
Georgia Annotated ("OPC"), and Enron Power Marketing, Inc., a corporation
organized and existing under the laws of the State of Delaware ("EPMI"), and
extends the term and modifies certain provisions of that certain agreement
entitled "Master Power Purchase and Sale Agreement," dated as of January 3,
1996 by and between EPMI and OPC (the "Original Master Agreement") (the
Original Master Agreement, as amended by this Extension Agreement is
hereinafter referred to as the "Master Agreement").
W I T N E S S E T H:
WHEREAS, OPC and EPMI are Parties to the Original Master Agreement; and
WHEREAS, the Original Master Agreement specified a Termination Date (as
defined in the Master Agreement) which is scheduled to occur on April 30,
1996; and
WHEREAS, the Original Master Agreement provides in Section 2.3 that the
Term may be extended upon terms mutually agreeable to the Parties and subject
to the approval of the RUS, if required; and
WHEREAS, OPC and EPMI now desire to enter into this Extension Agreement
to extend the Term of the Original Master Agreement and to modify certain
terms thereof; and
WHEREAS, the Parties entered into that certain Confidentiality Agreement
dated February 7, 1996 (the "February Confidentiality Agreement") covering
New Confidential Information (as that term is defined in the February
Confidentiality Agreement); and
WHEREAS, the Parties understand and acknowledge that EPMI shall have and
shall use New Confidential Information in the course of satisfying its
obligations under, and in implementing the terms and conditions of, this
Agreement;
-2-
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration and the mutual benefits, covenants and agreements set
forth below, the Parties hereby agree as follows:
ARTICLE I.
DEFINITIONS
All capitalized terms used in this Extension Agreement and not otherwise
defined shall have the meanings set forth in the Master Agreement.
ARTICLE II.
EFFECTIVE DATE
This Extension Agreement shall become effective on the date first
written above (the "Extension Effective Date") provided that the delivery of
Electric Energy pursuant to the Master Agreement as extended and modified by
this Extension Agreement shall commence simultaneously with the scheduled
expiration of the Original Master Agreement at one second prior to midnight
EPT on April 30, 1996 (the "Extension Commencement Date") so that the
Original Master Agreement shall not terminate and shall remain in effect
until one second prior to 12:00 midnight EPT on August 31, 1996, unless
earlier terminated pursuant to the Master Agreement.
ARTICLE III.
AMENDMENTS
Section 3.1. GENERAL. All terms and conditions of the Original Master
Agreement remain in full force and effect from the original Commencement Date
until the Termination Date as defined in the Original Master Agreement, and,
except as specifically modified by this Article III, all terms of the
Original Master Agreement shall be in full force and effect from the
Commencement Date, as defined in the Original Master Agreement, until the
Termination Date as defined in the Master Agreement.
Section 3.2. AMENDMENTS. During the period beginning with the
Extension Commencement Date and ending on the Termination Date as defined in
the Master Agreement, the Original Master Agreement shall be modified as set
forth in this Section 3.2; PROVIDED, HOWEVER, that with respect to the period
commencing on the Commencement Date and ending on the Termination Date, as
defined in the Original Master Agreement, the following modifications shall
not be effective, but instead the provisions of the Original Master Agreement
shall, with respect to such period, remain in full force and effect.
1. The first paragraph of the Original Master Agreement shall not be
applicable, and a new first paragraph, which shall be applicable, shall be
added and shall read as follows:
This Master Power Purchase and Sale Agreement dated as of
January 3, 1996, as amended by an Extension and Modification Agreement
dated as of April 30, 1996 ("Master Agreement," and together with all
Transactions, collectively,
-3-
this "Agreement"), is entered into by and between Oglethorpe Power
Corporation (An Electric Membership Generation & Transmission
Corporation), a corporation organized and existing under Title 46
of the Official Code of Georgia Annotated ("OPC"), and Enron Power
Marketing, Inc., a corporation organized and existing under the
laws of the State of Delaware ("EPMI").
2. Section 2.3 of the Original Master Agreement shall not be
applicable, and a new Section 2.3, which shall be applicable, shall be added
and shall read as follows:
2.3 EFFECTIVE DATE. This Master Agreement shall become
effective on the date first written above (the "Effective Date")
provided that the delivery of Electric Energy pursuant to this Master
Agreement shall commence at one minute prior to 12:01 a.m. EPT on
January 4, 1996 ("Commencement Date") and shall remain in effect until
one second prior to 12:00 midnight EPT on August 31, 1996 (the
"Termination Date"), unless earlier terminated pursuant to this Master
Agreement (the "Term"), PROVIDED HOWEVER, that all Transactions shall
terminate no later than such Termination Date. The applicable
provisions of this Master Agreement shall continue in effect after the
Termination Date in accordance with Section 13.4 hereof.
3. Section 3.5.7 of the Original Master Agreement shall not be
applicable. and a new Section 3.5.7, which shall be applicable, shall be
added and shall read as follows:
3.5.7 EMISSION ALLOWANCES. At no cost to EPMI, OPC shall
surrender or cause to be surrendered all emission allowances necessary
for the utilization, to the full extent Properly Requested by EPMI in
accordance with this Master Agreement, of the Hal B. Wansley Plant
(Units 1 and 2) and other jointly-owned OPC generating resources and
to effect the purchase of energy under the block power purchase and
sale agreement between OPC and Georgia Power Company. EPMI shall not
be deemed to have acquired any sulfur-free generation for use in a
reduced utilization plan by reason of entering into this Agreement.
4. Section 4.2 of the Original Master Agreement shall not be
applicable and a new Section 4.2, which shall be applicable, shall be added
and shall read as follows:
4.2 EPMI'S CONTRACT PRICE. Subject to Section 4.3 hereof,
(I) with respect to sales of Electric Energy by EPMI to OPC relating
to OPC Load, the Contract Price shall be equal to $[ ]* ("EPMI
Sales Price"), and (ii) with respect to sales of Electric Energy by
EPMI to OPC relating to OPC Off-System Sales, the Contract Price shall
be as agreed to by the Parties (the "EPMI Off-System Sales Price");
PROVIDED that with respect to the OPC Off-System Sales Contracts
listed on Exhibit 3.5.2 hereto, EPMI and OPC have agreed that the
Contract Price shall be equal [ ]*
5. Section 4.3.1 of the Original Master Agreement shall not be
applicable and a new Section 4.3.1, which shall be applicable, shall be added
and shall read as follows:
__________________________
* Indicates information that has been filed separately with the Secretary of
the Commission as an attachment to a request for confidentiality with respect
to the omitted information.
4.3.1 AVAILABILITY OF NUCLEAR OPC RESOURCES. (a) The EPMI
Sales Price has been computed based upon certain assumptions relating
to the expected availability of the nuclear OPC Resources during the
four-month period commencing May 1, 1996 and ending on the Termination
Date. Such price assumes (i) expected cumulative availability
(measured in MWh) of [ ]* for Plant Hatch (Units 1 and 2
combined) and [ ]* for Plant Vogtle (Units 1 and 2 combined)
and (ii) target cumulative availability (measured in MWh) of [
]* for Plant Hatch (Units 1 and 2 combined) and [ ]* for Plant
Vogtle (Units 1 and 2 combined), in each case for such period, as
reflected on Exhibit 4.3.1 hereof. Adjustments to the amounts
otherwise due to EPMI or OPC shall be made to reflect and take into
account (i) the amount that the actual availability of Plant Hatch and
Plant Vogtle, respectively, is less than the expected availability of
such nuclear OPC Resources and (ii) the amount that the actual
availability of Plant Hatch and Plant Vogtle, respectively, exceeds
the target availability of such nuclear OPC Resources. If Plant Hatch
or Plant Vogtle generates Electric Energy in excess of the target MWh
availability, additional amounts (as described below) shall be payable
by EPMI to OPC. Alternatively, if Plant Hatch or Plant Vogtle
generates Electric Energy less than the expected MWh availability,
then OPC shall owe additional amounts (as described below) to EPMI.
(b) If the total actual OPC nuclear generation (in MWh) ("Total
Actual OPC Nuclear Generation") for Plant Hatch or Plant Vogtle,
respectively, shall exceed the total target OPC nuclear generation (in
MWh) ("Total Target OPC Nuclear Generation") for the respective
generation facilities ("Excess Generation"), then EPMI shall pay to
OPC an amount equal to the product of: (i) the amount of such Excess
Generation and (ii) [ ]* if the nuclear OPC Resource that shall
have experienced Excess Generation is Plant Hatch and [ ]* if
the nuclear OPC Resource that shall have experienced Excess Generation
is Plant Vogtle. If the Total Actual OPC Nuclear Generation for Plant
Hatch or Plant Vogtle is less than the total expected OPC nuclear
generation (in MWh) ("Total Expected OPC Nuclear Generation") for the
respective plants ("Generation Shortfall"), regardless of whether the
Generation Shortfall results from or is the result of a scheduled or
forced outage, a limited load operating condition or other event or
condition that adversely affects the availability of such nuclear OPC
Resource, then OPC shall pay to EPMI an amount equal to the product
of: (i) the Generation Shortfall and (ii) [ ]* if the nuclear
OPC Resource that shall have suffered a Generation Shortfall is Plant
Hatch and [ ]* if the nuclear OPC Resource that shall have
suffered a Generation Shortfall is Plant Vogtle.
(c) The Total Actual OPC Nuclear Generation for Plant Hatch and
Plant Vogtle shall be compared to Total Target OPC Nuclear Generation
and Total Expected OPC Nuclear Generation, respectively, for the Plant
Hatch and Plant Vogtle, respectively, computed on a cumulative basis
from the Extension Commencement Date; PROVIDED, HOWEVER, that as set
forth on Exhibit 4.3.1 hereof, the amount by which Total Actual OPC
Nuclear Generation is less than Total Expected Nuclear Generation and
the amount by which Total Actual OPC Nuclear
__________________________
* Indicates information that has been filed separately with the Secretary of
the Commission as an attachment to a request for confidentiality with respect
to the omitted information.
Generation exceeds Total Target OPC Nuclear Generation shall be
compared at the end of each month during the four-month period
commencing on the Extension Commencement Date and ending on the
Termination Date and shall be settled financially between OPC and
EPMI on a monthly basis.
(d) Exhibit 4.3.1 sets forth the intended operation of this
Section 4.3.1, reflecting possible variances in availability (in MWh)
on a month-to-month basis, resulting in payments between the Parties
on account of Excess Generation in certain months and Generation
Shortfalls in others.
(e) It is expressly agreed that any payments payable under Section
4.3.1, as such section read in the Original Master Agreement, and not
paid on or before the Extension Commencement Date, shall remain payable
and shall be paid in accordance with Section 4.3.1 as such section read
in the Original Master Agreement.
6. Section 4.3.3 of the Original Master Agreement shall not be
applicable, and a new Section 4.3.3, which shall be applicable, shall be added
and shall read as follows:
[
]*
7. Section 4.3.4 of the Original Master Agreement shall be modified by
adding a new sentence after the third sentence of Section 4.3.4, which shall
read as follows:
At the end of the Term, EPMI shall use its good faith efforts to
cause the water level in the upper reservoir of Rocky Mountain to be
approximately the same water level as the water level that existed in
the upper reservoir of Rocky Mountain on the Commencement Date.
8. Section 4.3.5 of the Original Master Agreement shall cease to be
applicable.
9. Article 5 of the Original Master Agreement shall be modified by adding
a new Section 5.6, which shall be applicable and shall read as follows:
5.6 FEBRUARY CONFIDENTIALITY AGREEMENT; AUTHORIZATION TO USE
INFORMATION. OPC expressly authorizes and grants its consent to EPMI to
use New Confidential Information (as such term is defined in the February
Confidentiality Agreement), whether acquired before or after the Effective
Date, pertaining to, without limitation, OPC, OPC Resources, OPC Load, OPC
Off-System Sales and the EMCs, for the purpose of exercising EPMI's rights
under this Agreement, including EPMI's right to buy Electric Energy from
OPC or any other person and to sell Electric Energy to OPC or any other
person, whether Electric Energy is produced by or attributable to OPC
Resources or other resources.
__________________________
* Indicates information that has been filed separately with the Secretary of
the Commission as an attachment to a request for confidentiality with respect
to the omitted information.
10. The definition of "ITS Loss Factor" as set forth in Appendix A to the
Original Master Agreement shall not be applicable and a new definition, which
shall be applicable, shall be added by deleting the term "4.1931%" and
substituting in lieu thereof the term "3.7271%".
11. Exhibits 3.2, 3.5, 3.5.2, 3.5.3(ii), 3.5.3(iii), and 4.3.1 to the
Original Master Agreement shall not be applicable, and new Exhibits 3.2, 3.5,
3.5.2, 3.5.3(ii), 3.5.3(iii), and 4.3.1, respectively to this Extension
Agreement shall be added in lieu thereof.
12. Exhibits 4.2 and 4.3.3 to the Original Master Agreement shall cease to
be applicable.
ARTICLE IV.
ADDITIONAL EXTENSIONS OF THE TERM
Section 4.1 REQUESTS FOR EXTENSIONS. Not later than thirty (30) days
prior to August 31, 1996, or thirty (30) days prior to the end of any additional
extension of the Master Agreement pursuant to this Article IV, OPC shall: (1)
notify EPMI in writing whether OPC desires to extend this Agreement and the
desired period of the extension; and (2) provide EPMI with operations and
systems data necessary for EPMI to quote a revised EPMI Sales Price for the
requested extension period. Any requested extension period shall be not less
than thirty (30) days and not greater than one hundred and twenty (120) days.
In no event shall any requested extension period extend past one second prior to
12:00 midnight EPT on December 31, 1996.
Section 4.2 PRICING AND IMPLEMENTATION OF ADDITIONAL EXTENSIONS. Promptly
after receipt of a request from OPC for an additional extension of the Master
Agreement pursuant to this Article IV, EPMI shall request from OPC any
additional documentation or information necessary to quote a Contract Price for
the requested extension period. Not later than ten (10) days after receipt of
OPC's request for an extension (or if such date falls on a weekend or holiday,
the next Business Day), EPMI shall quote to OPC a Contract Price for the
requested extension period. In the event OPC elects to extend this Agreement
for the requested extension period, and OPC and EPMI mutually agree to the
period of the extension and all terms and conditions thereof, OPC and EPMI
shall, prior to the expiration of the Master Agreement, execute all documents
necessary to give effect to the extension of the Master Agreement for the
requested period.
ARTICLE V.
MISCELLANEOUS
Section 5.1 MASTER AGREEMENT. The Parties mutually represent that the
Master Agreement is a valid, binding agreement of the Parties as of the
Extension Effective Date and that to the best of the knowledge of the Parties
no Event of Default has occurred or is continuing, but the execution and
delivery of this Extension Agreement shall not waive or ratify any breach of
the Master Agreement which has occurred prior to the Extension Effective Date.
Section 5.2 REPRESENTATIONS AND WARRANTIES. As of the Extension Effective
Date, the Parties remake and renew each of the representations and warranties
contained in Article 10 of the Original Master Agreement.
Section 5.3 ENTIRE AGREEMENT. This Extension Agreement constitutes the
entire agreement between the Parties hereto relating to the subject matter
contemplated by this Extension Agreement.
Section 5.4 SEVERABILITY. Any provision declared or rendered invalid,
unenforceable, or unlawful by a court of law or regulatory agency with
jurisdiction over the Parties hereto or deemed unlawful because of a
statutory change will not otherwise affect the lawful obligations that arise
under this Extension Agreement, and this Extension Agreement and the Master
Agreement shall be construed and enforced as if such invalid, unenforceable,
or illegal provision were not contained herein.
Section 5.5 SUCCESSORS AND ASSIGNS. This Extension Agreement shall bind
the permitted successors and assigns of the Parties.
Section 5.6 APPLICABLE LAW. THIS EXTENSION AGREEMENT AND THE RIGHTS AND
DUTIES OF THE PARTIES ARISING OUT OF THIS EXTENSION AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF GEORGIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAW.
Section 5.7 AMENDMENT. No amendment or modification to this Extension
Agreement shall be enforceable unless reduced to writing and executed by both
Parties.
Section 5.8 THIRD PARTIES. The provisions of this Extension Agreement
shall not impart rights enforceable by any person or entity not a Party or
not a permitted successor or assignee of a Party bound by this Extension
Agreement.
Section 5.9 WAIVER. No waiver by either Party hereto of any one or more
defaults by the other in the performance of any of the provisions of this
Extension Agreement or terms of any Transaction shall be construed as a
waiver of any other default or defaults, whether of a like kind or different
nature.
IN WITNESS WHEREOF, the Parties hereto set their hands and seals this 29TH
day of April, 1996.
OGLETHORPE POWER
CORPORATION
By: /s/ T.D. KILGORE Attest: /s/ PATRICIA N. NASH
--------------------------- -----------------------------------
Title: President and Chief Title: Assistant Secretary
Executive Officer
ENRON POWER MARKETING, INC.
By: /s/ JOHN M. STOKES Attest: /s/ Elaine V. Overturf
--------------------------- -----------------------------------
Title: Vice President Title: Corporate Secretary
EXHIBIT 3.2
INTERCONNECTION POINTS WITH THE GEORGIA ITS
Alabama Electric Cooperative
Florida Power Corporation
Florida Power & Light Company
Duke Power Company
Jacksonville Electric Authority
South Carolina Electric & Gas Company
South Carolina Public Service Authority
Southern Companies
Tallahassee Electric Department
Tennessee Valley Authority
EXHIBIT 3.2 (CONTINUED)
OPC ALLOCATION OF
FIRST CONTINGENCY TOTAL TRANSFER CAPABILITY (FCTTC)
UNDER NORMAL OPERATIONG CONDITIONS
(EFFECTIVE JANURAY-MAY, 1996)
FCTTC (MVA)
Interface with Georgia ITS To Georgia ITS From Georgia ITS
- -------------------------- -------------- ----------------
Florida 584 841
Sale to GPC 40
Sale to GPC 47
Sale to Entergy (3/1/96) 25
---
729
Alabama Power 730 116
Duke Power 468 556
SC Public Service Authority 42 19
SC Electric and Gas 134 172
Savannah Power 32 0
Gulf Power 0 0
Tennessee Valley Authority 301 310
Purchase from GPC 70
---
371
Alabama Electric Cooperative 17 47
EXHIBIT 3.2 (CONTINUED)
OPC ALLOCATION OF
FIRST CONTINGENCY TOTAL TRANSFER CAPABILITY (FCTTC)
UNDER NORMAL OPERATIONG CONDITIONS
(EFFECTIVE JUNE-AUGUST, 1996)
FCTTC (MVA)
Interface with Georgia ITS To Georgia ITS From Georgia ITS
- -------------------------- -------------- ----------------
Florida 444 841
Sale to GPC 40
Sale to GPC 47
Sale to Entergy (3/1/96) 25
---
729
Alabama Power 730* 116*
Duke Power 444 531
SC Public Service Authority 42 34
SC Electric and Gas 153 210
Savannah Power 32* 0*
Gulf Power 0* 0*
Tennessee Valley Authority 252 296
Purchase from GPC 70
---
322
Alabama Electric Cooperative 17* 47*
*NOTE: THE NEW 1996 SUMMER PEAK AEC AND SOUTHERN COMPANY INTERNAL TRANSFER
CAPABILITIES WILL BE UPDATED BY END OF MAY, 1996. THE 1995 TRANSFER
CAPABILITY NUMBERS ARE LISTED AS OF 4/12/1996.
EXHIBIT 3.5
OPC RESOURCES(1)
TYPE OF RESOURCE OPC Resources
that are NOT
Must Run Minimum Maximum
RESOURCES (MW) (MW)
-----------------------------
Generating Units Rocky Mountain 1 110.0 212.0
-----------------------------
Rocky Mountain 2 110.0 212.0
-----------------------------
Rocky Mountain 3 110.0 212.0
-----------------------------
Scherer 1(2) 195.0 496.2
-----------------------------
Scherer 2(2) 195.0 498.0
-----------------------------
Tallassee N/A 2.0
-----------------------------
Wansley 1 121.0 253.8
-----------------------------
Wansley 2 122.0 253.8
-----------------------------
Wansley CT N/A 14.8
-----------------------------
OPE Resources
that are
Must Run Minimum Maximum
RESOURCES (MW) (MW)
-----------------------------
Generating Units Hatch 1 N/A 234.9
-----------------------------
Hatch 2 N/A 242.1
-----------------------------
Vogtle 1 N/A 348.6
-----------------------------
Vogtle 2 N/A 348.6
-----------------------------
QF N/A 27
-----------------------------
________________________
(1) The figures contained in this Exhibit shall not serve to limit the
actual output available from any OPC Resource.
(2) Scherer minimum could be 330 MW if Georgia Power is not taking electric
energy from its ownership share of the generating facility.
EXHIBIT 3.5 (CONTINUED)
Other OPC Minimum Maximum
Resources (MW) (MW)
-----------------------------
Purchased Power GPC Block 1(3) 100 215
-----------------------------
GPC Block 2(3) 100 215
-----------------------------
GPC Block 3(3) 100 215
-----------------------------
GPC Block 4(3) 100 215
-----------------------------
GPC Block 5(3) 0 107
-----------------------------
GPC Block 6(3) 0 108
-----------------------------
Big Rivers 25 100
-----------------------------
Entergy 25 100
-----------------------------
Hartwell 1 74 148
-----------------------------
Hartwell 2 74 148
-----------------------------
____________________________
(3) 100% availability - minimum applies when energy is being scheduled
under the particular block.
EXHIBIT 3.5.2
POWER PURCHASE AND SALE AGREEMENTS
UNDER WHICH OPC IS OBLIGATED TO SELL ELECTRIC ENERGY
Letter of Commitment to sell power to Alabama Electric Cooperative
beginning January 1, 1996, and extending through December 31, 1996, dated as
of December 15, 1995.
EXHIBIT 3.5.3(II)
EXPECTED AVAILABILITY OF EACH OPC RESOURCE
OPC RESOURCE PLANNED OUTAGES DUE TO FORCED LOSS
SCHEDULED MAINTENANCE OUTAGE FACTOR
AFFECTING THE TERM RATE
FROM TO
-------------------------------------------------------
Hatch 1(4) May 1 May 5 7.00% .9976
-------------------------------------------------------
Hatch 2(4) None 7.00% .9979
-------------------------------------------------------
Rocky
Mountain
* Unit 1 None 8.00% .9980
-------------------------------------------------------
* Unit 2 May 6 May 27 8.00% .9980
-------------------------------------------------------
* Unit 3 April 15 May 6 8.00% .9980
-------------------------------------------------------
Scherer 1 None 6.00% .9980
=======================================================
Scherer 2 None 6.00% .9980
=======================================================
Tallassee 1 & 2 None 1.00% .99015
=======================================================
Vogtle 1(4) None 6.00% .9965
=======================================================
Votgle 2(4) None 6.00% .9975
=======================================================
Wansley 1 None 6.00% .9978
=======================================================
Wansley 2 None 6.00% .9977
=======================================================
Wansley CT None 11.00% .9977
=======================================================
Hartwell None 5.00% 1.0000
-------------------------------------------------------
_______________________
(4) Nuclear planned outages exclude ramp down period prior to full expected
planned outages above.
EXHIBIT 3.5.3(III)
[ ]*
_________________________
* Indicates information that has been filed with the Secretary of the
Commission as an attachment to a request for confidentiality with respect to
the omitted information.
EXHIBIT 4.3.1
[ ]*
_________________________
* Indicates information that has been filed with the Secretary of the
Commission as an attachment to a request for confidentiality with respect to
the omitted information.