Exhibit 2.2
MEMBER AGREEMENT
BY AND AMONG
OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION & TRANSMISSION
CORPORATION),
GEORGIA TRANSMISSION CORPORATION
(AN ELECTRIC MEMBERSHIP CORPORATION),
GEORGIA SYSTEM OPERATIONS CORPORATION
AND
THE MEMBERS OF OGLETHORPE POWER CORPORATION
IDENTIFIED ON THE SIGNATURE PAGES
August 1, 1996
TABLE OF CONTENTS
ARTICLE 1
DEFINITIONS..................................................................2
1.1 Defined Terms....................................................2
(a) "Business Day".............................................2
(b) "Closing"..................................................2
(c) "Closing Conditions".......................................2
(d) "Closing Date".............................................2
(e) "Effective Date"...........................................2
(f) "Existing Wholesale Power Contracts".......................2
(g) "GSOC Asset Transfer Date".................................2
(h) "ITSA".....................................................2
(i) "ITSA O&M Agreement".......................................2
(j) "Joint Committee Agreement"................................3
(k) "Members"..................................................3
(l) "New Wholesale Power Contracts"............................3
(m) "OPC Bylaw Amendments".....................................3
(n) "OPC Closing Date Distribution"............................3
(o) "RUS"......................................................3
(p) "System Operations Assets".................................3
(q) "System Operations Business"...............................3
(r) "System Operations Contracts"..............................3
(s) "System Operations Liabilities"............................4
(t) "Transmission Assets"......................................4
(u) "Transmission Business"....................................4
(v) "Transmission Contracts"...................................4
(w) "Transmission Liabilities".................................5
1.2 Restructuring Agreement Definitions..............................5
1.3 Other Definitions................................................5
ARTICLE 2
NEW RELATIONSHIPS AMONG THE MEMBERS, OPC, GTC AND GSOC.......................5
2.1 New Wholesale Power Contracts....................................5
2.2 OPC Closing Date Distribution....................................6
(a) Allocation Among Members...................................6
(b) Methodology for Charging Each Member's Patronage Account...6
2.3 Membership in and Capitalization of GTC..........................6
(a) Amount of Contributions....................................6
(b) OPC As Member of GTC.......................................6
2.4 Transmission Contracts...........................................7
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2.5 System Operations Contracts......................................7
2.6 Membership in and Capitalization of GSOC.........................7
(a) Amount of Contributions....................................7
(b) OPC as Member of GSOC......................................7
2.7 Withdrawal from OPC..............................................7
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF OPC........................................8
3.1 Organization and Qualification, Etc..............................8
3.2 Authorization, Etc...............................................8
3.3 Non-Contravention................................................8
3.4 Governmental Consents, Etc.......................................9
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF GTC AND GSOC...............................9
4.1 Organization and Qualification, Etc..............................9
4.2 Authorization, Etc...............................................9
4.3 Non-Contravention...............................................10
4.4 Governmental Consents, Etc......................................10
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE MEMBERS...............................11
5.1 Organization and Qualification, Etc.............................11
5.2 Authorization, Etc..............................................11
5.3 Non-Contravention...............................................11
5.4 Governmental and Other Consents.................................12
5.5 Access to Information...........................................12
ARTICLE 6
ADDITIONAL COVENANTS AND AGREEMENTS.........................................12
6.1 Modifications to Restructuring Agreement........................12
6.2 GTC Bylaws......................................................12
6.3 Cost Allocations Reflected in Rates.............................12
6.4 HSR Act Filings.................................................13
6.5 Consents, Authorizations, Etc...................................13
6.6 Access; Confidentiality.........................................13
(a) Access....................................................13
(b) Confidentiality...........................................14
6.7 Expenses........................................................14
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6.8 Publicity.......................................................14
6.9 Restrictions on Certain Exclusive Actions.......................14
6.10 Actions to Avoid and Notices of, Breaches of Representations
and Warranties..................................................15
6.11 Additional Agreements...........................................15
ARTICLE 7
CLOSING CONDITIONS..........................................................15
7.1 Closing Conditions..............................................15
(a) Conditions Under Restructuring Agreement..................15
(b) Hart-Scott-Rodino.........................................15
ARTICLE 8
CLOSING.....................................................................16
8.1 Closing.........................................................16
8.2 Pre-Closing.....................................................16
ARTICLE 9
TERMINATION AND ABANDONMENT.................................................16
9.1 Termination and Abandonment.....................................16
(a) By Mutual Action..........................................16
(b) By OPC....................................................17
9.2 Procedure for Termination.......................................17
9.3 Effect of Termination...........................................17
ARTICLE 10
MISCELLANEOUS...............................................................17
10.1 Survival........................................................17
10.2 Dispute Resolution and Arbitration..............................17
(a) Arbitration Procedures....................................18
(b) Arbitration Decision......................................18
10.3 Specific Performance, Etc.......................................18
10.4 Waiver..........................................................18
10.5 Notices.........................................................19
10.6 Counterparts; Facsimile Delivery................................19
10.7 Headings........................................................20
10.8 Amendment.......................................................20
10.9 Severability....................................................20
10.10 Miscellaneous...................................................20
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LIST OF SCHEDULES AND EXHIBITS
Schedules
Schedule 2.6 Percentage Contribution To Be Made by Each Member to GSOC
Schedule 5.3 Member Non-Contravention Exceptions
Exhibits
--------
Exhibit A New Wholesale Power Contract
Exhibit B Draft of GSOC Operation Services Tariff
Exhibit C Draft of GTC Transmission Service Tariff
Exhibit D Form of Withdrawal Agreement
Exhibit E Form of Notice of Intent to Withdraw
Exhibit F Form of GSOC Member Application
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LIST OF CERTAIN DEFINED TERMS
DEFINED IN SECTIONS OTHER THAN SECTION 1.1
Term Section
- ---- -------
Additional GTC Contract 4.2
Additional GSOC Contract 4.2
Additional Member Contract 5.2
Additional OPC Contract 3.2
Agreement Preamble
Applicable Additional Contract 6.5
Closing 8.1
Confidential Material 6.6(b)
GSOC Preamble
GTC Preamble
GTC Contributions 2.3(a)
HSR Act 3.4
OPC Preamble
OPC Closing Date Distribution 2.2
Pre-Closing 8.2
Representatives 6.6(b)
Restructuring Agreement Preamble
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MEMBER AGREEMENT
This Member Agreement (this "Agreement") is dated as of August 1, 1996, by
and among Oglethorpe Power Corporation (An Electric Membership Generation &
Transmission Corporation) ("OPC"), Georgia Transmission Corporation (An Electric
Membership Corporation) ("GTC"), Georgia System Operations Corporation ("GSOC")
and the Members of OPC identified on the signature pages as signatories of this
Agreement.
BACKGROUND STATEMENT
Since its formation, OPC has provided generation, transmission and
ancillary and other related services for the 39 electric membership cooperatives
that are Members of OPC in order to satisfy such Members' requirements for
power. Because of the increasing competition occurring in the electric industry
and related changes in law and regulation, OPC and the Members have determined
that it is in their mutual best interests to restructure OPC to provide greater
flexibility for the future and to settle certain issues and controversies
confronting OPC and the Members, as contemplated by the Statement of Agreement,
dated November 21, 1995 among representatives of OPC and certain Members named
therein, as approved by the OPC Board of Directors on December 4, 1995.
A separate Restructuring Agreement among OPC, GTC and GSOC, dated as of
March 29, 1996, as amended, restated and superseded by the First Amended and
Restated Restructuring Agreement, among OPC, GTC and GSOC, dated as of August 1,
1996 (as it may be further amended or restated, the "Restructuring Agreement")
sets forth the terms and conditions on which the restructuring and related
changes will occur. Among other things, the restructuring will separate OPC's
"Transmission Business" substantially as an entirety and its "System Operations
Business" substantially as an entirety (as such terms are defined below) from
OPC's generation business and any other retained business. OPC will transfer the
Transmission Business to GTC and the System Operations Business to GSOC.
The Members are joining OPC, GTC and GSOC in executing and delivering this
Agreement to evidence their agreement among themselves and with OPC, GSOC and
GTC as to those matters contemplated by the Restructuring Agreement and by this
Agreement that directly involve the Members in their capacities as separate
corporations.
AGREEMENT
In consideration of the mutual representations, warranties, covenants and
agreements contained herein, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 Defined Terms. For the purposes of this Agreement, the following
terms, whether singular or plural, shall have the meanings set forth below:
(a) "Business Day" shall mean any day on which both: (i) OPC is open
for business, and (ii) commercial banks in the City of Atlanta or in the City of
New York are not authorized or required to close.
(b) "Closing" shall have the meaning specified in Section 8.1 of the
Restructuring Agreement and Section 8.1 of this Agreement.
(c) "Closing Conditions" shall mean all of the conditions set forth
in Article 7 of this Agreement.
(d) "Closing Date" shall mean the date on which the Closing occurs.
(e) "Effective Date" shall mean (i) January 1, 1997, or (ii) such
other date as the parties to the Restructuring Agreement may mutually establish.
(f) "Existing Wholesale Power Contracts" shall mean the Amended and
Consolidated Wholesale Power Contracts, dated as of December 1, 1988, between
OPC and each of OPC's 39 Members pursuant to which such Members currently
purchase electric power and transmission services from OPC.
(g) "GSOC Asset Transfer Date" shall mean the date on which the
System Operations Assets are sold and transferred to GSOC and GSOC assumes
certain System Operations Liabilities pursuant to Section 2.6 of the
Restructuring Agreement.
(h) "ITSA" shall mean the Revised and Restated Integrated
Transmission System Agreement, dated as of November 12, 1990, between OPC and
Georgia Power Company.
(i) "ITSA O&M Agreement" shall mean the Transmission Facilities
Operation and Maintenance Contract between Georgia Power Company and OPC, dated
as of June 9, 1986.
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(j) "Joint Committee Agreement" shall mean the Joint Committee
Agreement, dated as of August 27, 1976, among Georgia Power Company, OPC,
Municipal Electric Authority of Georgia and the City of Dalton, Georgia, as
amended by the First Amendment thereto, dated as of June 19, 1978.
(k) "Members" generally shall mean the Members of OPC that are
parties to this Agreement and are identified on the signature pages as
signatories of this Agreement. When the context clearly requires otherwise,
"Members" shall mean all 39 Members of OPC, including any Non-Party Members.
(l) "New Wholesale Power Contracts" shall mean the Amended and
Restated Wholesale Power Contracts, by and between OPC and each of the Members,
substantially in the form attached hereto as Exhibit A.
(m) "OPC Bylaw Amendments" shall mean the amendments to OPC's Bylaws
relating to the election of directors, in the form adopted by the OPC member
representatives at their March 29, 1996, annual meeting, subject to the
conditions set forth in Section 3.1(a) of the Restructuring Agreement, as such
Bylaw amendments may be amended pursuant to Section 3.1(b) of the Restructuring
Agreement.
(n) "OPC Closing Date Distribution" shall mean the distribution to
be made by OPC on the Closing Date, as contemplated by Section 2.3 of the
Restructuring Agreement and Section 2.2 of this Agreement.
(o) "RUS" shall mean the Rural Utilities Service, as successor to
the Rural Electrification Administration, which is an agency of the United
States Department of Agriculture, or any governmental agency succeeding to its
powers and functions.
(p) "System Operations Assets" shall mean the computers, other
equipment, equipment leases, and other property of OPC identified on Schedule
1.1(af) to the Restructuring Agreement as constituting the System Operations
Assets, as such Schedule may be amended by OPC and GSOC from time to time, all
of which assets are used to perform system operations services.
(q) "System Operations Business" shall mean the performance of
system operations services and the use and ownership of and rights to the System
Operations Assets and shall include the System Operations Liabilities.
(r) "System Operations Contracts" shall mean (i) the contracts by
and between GSOC and each Member electing to enter into such a contract (the
"Member System Operations Contracts"), substantially in the form attached as
Appendix A to the Operation Services Tariff of GSOC, a draft of which tariff is
attached hereto as Exhibit B, as such tariff may be revised from time to time
and, when it becomes available, the final form of such tariff, (ii) the
contracts
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relating to system operations services referred to in the Restructuring
Agreement to be agreed to between GSOC and OPC and between GSOC and GTC,
respectively, as such contracts are executed and delivered by the parties
thereto, and (iii) the generation services contract to be agreed to between GSOC
and OPC, as such contract is executed and delivered by the parties thereto.
(s) "System Operations Liabilities" shall mean (i) the obligations
assumed by GSOC from OPC under the leases and other contractual undertakings
identified on Schedule 1.1(aj) to the Restructuring Agreement, as such
obligations exist as of the GSOC Asset Transfer Date; (ii) OPC's obligations
relating to the System Operations Employees which obligations are identified on
Schedule 1.1(aj) to the Restructuring Agreement, as such obligations exist as of
the Effective Date; and (iii) such other obligations relating to the performance
of system operations services as OPC and GSOC shall agree upon from time to
time.
(t) "Transmission Assets" shall mean all assets of OPC of every kind
and description and wherever located, which, as of the Effective Date, (A) are
properly classified as transmission assets under accounts 350 to 397 of the
System of Accounts as prescribed by RUS in effect on the Effective Date, or (B)
qualify for treatment as "Transmission Facilities" under the ITSA or (C) are
shown on OPC's books as of the Effective Date as transmission assets, plus the
warehouse facility located in Conyers, Georgia, and all inventories contained
therein, all claims and rights under work in progress, contracts (including the
right to provide transmission services to the Members in the manner contemplated
by the Transmission Contracts), leases, licenses or other agreements (whether
governmental or private) and rights in condemnation proceedings and other
litigation matters (including by way of counterclaim), in each case, used in or
otherwise relating to its Transmission Business; provided, however, that the
Transmission Assets shall not include: (i) any accounts receivable of OPC; (ii)
any of the real property, buildings and fixtures constituting OPC's headquarters
facility or, except as the parties may mutually agree, any equipment (except the
types expressly specified above), furniture and other personal property located
at OPC's headquarters facility (subject to OPC's obligations under Section 2.10
of the Restructuring Agreement to enter into certain office space leases); (iii)
any books or records (subject to OPC's obligations to provide access and copies
pursuant to Section 6.6 of the Restructuring Agreement); (iv) any assets which
OPC owns as a tenant in common with others (except to the extent otherwise
provided by the third sentence of Section 2.4(g) of the Restructuring
Agreement); or (v) any step-up substation transformers located at generation
facilities. For all purposes of this Agreement, "Transmission Assets" shall be
limited to the assets acquired or to be acquired by GTC from OPC effective as of
the Effective Date.
(u) "Transmission Business" shall mean the performance of
transmission services, and the use and ownership of and rights to the
Transmission Assets and shall include the Transmission Liabilities.
(v) "Transmission Contracts" shall mean the contracts by and between
GTC and each Member (the "Member Transmission Contracts"), substantially in the
form attached as
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Appendix A to the Transmission Service Tariff of GTC, a draft of which tariff is
attached hereto as Exhibit C, as such tariff may be revised from time to time
and, when it becomes available the final form of such tariff, and the OPC
Transmission Contract as defined in the Restructuring Agreement.
(w) "Transmission Liabilities" shall mean (i) all obligations, taxes
and liabilities of every kind and nature, known or unknown, contingent or
otherwise, that exist as of the Effective Date and are primarily related to the
Transmission Business or the Transmission Employees; and (ii) that portion of
OPC's costs, expenses and other liabilities (except for the OPC Closing Date
Distribution) incurred in effecting the transactions and actions contemplated
hereby that corresponds to the portion of OPC's debt assumed pursuant to Section
2.4(d)(i) of the Restructuring Agreement; provided, however, that any
obligations or liabilities otherwise covered by clause (i) above shall not be
included as Transmission Liabilities to the extent OPC's President and Chief
Executive Officer determines that it would not be in the best interests of OPC
and GTC to so include them and so notifies GTC at least 10 Business Days prior
to Closing. Without in any way limiting the foregoing, but subject to the
foregoing proviso, the Transmission Liabilities shall include any and all costs,
expenses, obligations and liabilities incurred in connection with or otherwise
relating to any litigation described on Schedule 1.1(ao) of the Restructuring
Agreement and not paid prior to the Effective Date. Notwithstanding the
foregoing, Transmission Liabilities shall not include: (A) the GTC Assumed OPC
Debt; (B) any taxes or accounts payable to the extent they arise from the
conduct of the Transmission Business prior to the Effective Date; (C) any taxes
of any kind imposed on OPC by reason of the consummation of the transactions
contemplated by this Agreement or the Restructuring Agreement; (D) or any taxes
imposed on any Members of OPC.
1.2 Restructuring Agreement Definitions. Any capitalized terms used, but
not defined, in this Agreement which are defined in the Restructuring Agreement
shall have the meanings given to them in the Restructuring Agreement.
1.3 Other Definitions. Certain other terms are defined elsewhere in this
Agreement and have the meanings so indicated. A List of Certain Defined Terms
immediately following the Table of Contents has been included for the
convenience of the parties to assist in locating such definitions, but such list
shall not affect the interpretation of this Agreement.
ARTICLE 2
NEW RELATIONSHIPS AMONG THE MEMBERS, OPC, GTC AND GSOC
2.1 New Wholesale Power Contracts. To facilitate the restructuring,
including the transfer of the Transmission Business to GTC, OPC and each Member
shall execute and deliver, on or before the Closing Date and in accordance with
Article 8 of this Agreement, a New Wholesale Power Contract. Commencing as of
the Effective Date, provided RUS approval has
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been obtained, each New Wholesale Power Contract shall govern the purchase and
sale of power between OPC and each respective Member that is a party to such a
New Wholesale Power Contract.
2.2 OPC Closing Date Distribution. On the Closing Date, OPC shall make a
special patronage capital distribution to (or at the direction of) all 39 of its
Members in an aggregate amount determined using the methodology set forth on
Schedule 2.3 to the Restructuring Agreement (the "OPC Closing Date
Distribution").
(a) Allocation Among Members. The OPC Closing Date Distribution
shall be distributed to (or at the direction of) the 39 Members of OPC based on
allocation percentages determined by dividing each Member's patronage capital in
OPC as of December 31, 1995, by the total of all Members' patronage capital in
OPC as of December 31, 1995.
(b) Methodology for Charging Each Member's Patronage Account. For
purposes of charging the patronage account of each of OPC's 39 Members, such
distribution shall be allocated on a proportional basis to each annual period
for which any portion of such Member's total patronage capital has been
allocated.
2.3 Membership in and Capitalization of GTC. At or prior to the
Pre-Closing provided for in Section 8.2, the Members shall complete the actions
necessary to become members of GTC (to the extent they are not already members).
The Members and OPC also shall make capital contributions to GTC's capital as
provided below:
(a) Amount of Contributions. The Members shall make capital
contributions on or before the first Business Day occurring more than thirty
(30) days following the Closing Date in an aggregate amount determined using the
methodology specified on Schedule 2.3 of the Restructuring Agreement (the "GTC
Contributions"). In the event the Board of Directors of GTC determines it
necessary or advisable in connection with GTC's borrowing to pay the purchase
price for the Transmission Business as provided in Section 2.4 of the
Restructuring Agreement, the Members shall make the GTC contributions on such
date, not earlier than the Closing Date, as shall be specified by the GTC Board.
Each Member shall so contribute to the capital of GTC that portion of the GTC
Contributions which is equal to the percentage of such aggregate contributions
determined by dividing each Member's patronage capital in OPC as of December 31,
1995, by the total of all Members' patronage capital in OPC as of December 31,
1995.
(b) OPC As Member of GTC. In the event OPC is admitted as a member
of GTC and takes transmission services from GTC which OPC in turn provides to
one or more of its Members that are not members of GTC, then OPC shall make (on
or before the same date provided in subsection (a) above) a capital contribution
to GTC in an aggregate amount equal to the amount of capital which such Members
of OPC that are not members of GTC would have been obligated to contribute under
subsection (a) above.
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2.4 Transmission Contracts. On or before the Closing Date and in
accordance with Article 8 of this Agreement, GTC and each Member shall execute
and deliver a Member Transmission Contract. Commencing as of the Effective Date,
GTC shall begin providing transmission and related services to the Members
pursuant to the Transmission Contracts.
2.5 System Operations Contracts. On or before the Closing Date, and in
accordance with Article 8 of this Agreement, (i) GSOC and each Member electing
to do so shall execute and deliver a Member System Operations Contract; (ii) OPC
and GSOC shall execute and deliver System Operations Contracts, and (iii) GTC
and GSOC shall execute and deliver a System Operations Contract. On or before
the Effective Date, GSOC shall begin providing system operations and related
services, and OPC shall begin providing generation services to GSOC, pursuant to
the System Operations Contracts.
2.6 Membership in and Capitalization of GSOC. On or before the Closing
Date, each Member that executes and delivers a New Wholesale Power Contract may
(and is encouraged by OPC, GTC and GSOC to) become a member of GSOC by executing
a GSOC Member Application in the form attached hereto as Exhibit F and paying
the membership fee required thereby. The Members and OPC shall make capital
contributions to GSOC's capital as follows:
(a) Amount of Contributions. Within 30 days of receiving a notice
from the GSOC Board of Directors requesting a capital contribution, the members
of GSOC shall make capital contributions to GSOC from time to time at such time
and in such amounts as shall be determined by the GSOC Board of Directors as
being adequate for operations. Such required capital contributions by all GSOC
members shall in the aggregate not exceed $2,000,000 without the consent of such
members. Each such member's proportionate share of such contributions that are
payable on or before December 31, 1997, shall be the percentage shown for the
respective member on Schedule 2.6 hereto. Thereafter, each such member's
proportionate share of such contributions shall be the same as such member's
proportionate share of voting power as provided in GSOC's Bylaws.
(b) OPC as Member of GSOC. If OPC provides system operations
services purchased from GSOC for one or more of OPC's Members that are not
members of GSOC, OPC shall make capital contributions to GSOC in an aggregate
amount equal to the amount of capital which such Members of OPC that are not
members of GSOC would have been obligated to contribute under subsection (a)
above had they been members of GSOC and scheduled their total load through GSOC.
2.7 Withdrawal from OPC. A form of Withdrawal Agreement and a form of
Notice of Intent to Withdraw with respect to OPC are attached to this Agreement
as Exhibits D and E respectively. A Member may withdraw as a member of OPC in
accordance with the requirements of OPC's Bylaws, which incorporate by reference
to this Agreement such forms of Withdrawal Agreement and Notice of Intent to
Withdraw.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF OPC
OPC represents and warrants to GTC, GSOC and each Member as follows:
3.1 Organization and Qualification, Etc. OPC is an electric membership
corporation duly organized, validly existing and in good standing under the laws
of the State of Georgia and has the corporate power and authority to own its
properties and assets and to carry on its business as it is now being conducted.
3.2 Authorization, Etc. OPC has the corporate power and authority to
execute and deliver this Agreement, the Restructuring Agreement and each
additional contract which this Agreement or the Restructuring Agreement
contemplates will be executed and delivered by OPC (each such contract being
referred to as an "Additional OPC Contract") and to consummate the transactions
and actions contemplated hereby and thereby on the part of OPC. The execution
and delivery by OPC of this Agreement, the Restructuring Agreement and each
Additional OPC Contract and the consummation by OPC of the transactions and
actions contemplated on its part hereby and thereby have been duly authorized by
the Board of Directors of OPC, and the Members of OPC have adopted the OPC Bylaw
Amendments. This Agreement and the Restructuring Agreement each has been duly
executed and delivered by OPC and is a valid agreement of OPC, enforceable
against OPC in accordance with its terms, subject to (a) bankruptcy, insolvency
and other laws of similar import, (b) principles of equity and (c) applicable
public policy.
3.3 Non-Contravention. Except as may be contemplated by this Agreement or
the Restructuring Agreement, the execution and delivery by OPC of this
Agreement, the Restructuring Agreement and each Additional OPC Contract and the
consummation of the transactions and actions contemplated hereby and thereby, do
not and will not: (a) violate any provision of the Articles of Incorporation or
Bylaws of OPC; (b) violate, or result (with the giving of notice or the lapse of
time or both) in a violation of any provision of, or result in the acceleration
of or entitle any party to accelerate (whether after the giving of notice or
lapse of time or both) any obligation under, or result in the creation or
imposition of any lien, charge, pledge, security interest or other encumbrance
upon any of the property of OPC pursuant to any provision of, any mortgage,
lien, lease, agreement, license, instrument, law, ordinance, regulation, order,
arbitration award, judgment or decree to which OPC is a party or by which OPC is
bound; (c) violate or conflict with any other restriction of any kind or
character to which OPC is subject or by which any assets of OPC may be bound; or
(d) constitute an event permitting termination of any mortgage, lien, lease,
agreement, license or instrument to which OPC is a party, in each case, if such
violation, acceleration, entitlement to accelerate, creation or imposition of a
lien, charge, pledge, security interest or other encumbrance, conflict, or event
would, when taken together with all such other violations, accelerations,
entitlements to accelerate, creations and impositions of liens, charges,
pledges, security interests and other encumbrances, conflicts, and events,
affect materially and
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adversely the business of OPC or OPC's ability to consummate the transactions
and actions contemplated by this Agreement and by the Restructuring Agreement.
3.4 Governmental Consents, Etc. Except for the RUS approvals contemplated
by Section 7.1(c) of the Restructuring Agreement, the IRS Ruling contemplated by
Section 3.1(a) of the Restructuring Agreement, any filings and other
coordination with the SEC and FERC contemplated by Sections 7.1(e) and (f) of
the Restructuring Agreement, and any filings that may be required with the
Federal Trade Commission and the Department of Justice under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR
Act"), no consent, authorization, order or approval, or filing or registration
with, any governmental commission, board or other regulatory body is required to
be made or obtained by OPC for or in connection with the execution and delivery
by OPC of this Agreement, the Restructuring Agreement and each Additional OPC
Contract and the consummation by OPC of the transactions and actions
contemplated hereby and thereby, other than such as have been or, prior to the
Closing Date, will be made or obtained.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF GTC AND GSOC
Each of GTC and GSOC represents and warrants to OPC, each other and each
Member as follows, each such corporation making each representation and warranty
severally as to itself only:
4.1 Organization and Qualification, Etc. GTC is an electric membership
corporation duly organized, validly existing and in good standing under the laws
of the State of Georgia. GSOC is a non-profit corporation duly organized,
validly existing and in good standing under the laws of the State of Georgia.
Each such corporation has the corporate power and authority to own the
properties and assets it will own following the Closing Date (or following the
GSOC Asset Transfer Date in the case of GSOC) and to carry on its business as it
will be conducted following the Closing Date.
4.2 Authorization, Etc. Such corporation has the corporate power and
authority to execute and deliver this Agreement, the Restructuring Agreement and
each additional contract which this Agreement or the Restructuring Agreement
contemplates will be executed and delivered by GTC or GSOC, as the case may be
(each such contract being referred to as an "Additional GTC Contract" or an
"Additional GSOC Contract," respectively) and to consummate the transactions and
actions contemplated hereby and thereby on the part of such corporation. The
execution and delivery by such corporation of this Agreement, the Restructuring
Agreement and each Additional GTC Contract or each Additional GSOC Contract, as
the case may be, and the consummation by such corporation of the transactions
and actions contemplated on its part hereby and thereby have been duly
authorized by the Board of Directors of such corporation. This
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Agreement and the Restructuring Agreement each has been duly executed and
delivered by such corporation and is a valid agreement of such corporation,
enforceable against such corporation in accordance with its terms, subject to
(a) bankruptcy, insolvency and other laws of similar import, (b) principles of
equity and (c) applicable public policy.
4.3 Non-Contravention. Except as may be contemplated by this Agreement or
by the Restructuring Agreement, the execution and delivery by such corporation
of this Agreement, the Restructuring Agreement and each Additional GTC Contract
or Additional GSOC Contract, as the case may be, and the consummation of the
transactions and actions contemplated hereby and thereby, do not and will not:
(a) violate any provision of the Articles of Incorporation or Bylaws of such
corporation; (b) violate, or result (with the giving of notice or the lapse of
time or both) in a violation of any provision of, or result in the acceleration
of or entitle any party to accelerate (whether after the giving of notice or
lapse of time or both) any obligation under, or result in the creation or
imposition of any lien, charge, pledge, security interest or other encumbrance
upon any of the property of such corporation pursuant to any provision of, any
mortgage, lien, lease, agreement, license, instrument, law, ordinance,
regulation, order, arbitration award, judgment or decree to which such
corporation is a party or by which such corporation is bound; (c) violate or
conflict with any other restriction of any kind or character to which such
corporation is subject or by which any assets of such corporation may be bound;
or (d) constitute an event permitting termination of any mortgage, lien, lease,
agreement, license or instrument to which such corporation is a party, in each
case, if such violation, acceleration, entitlement to accelerate, creation or
imposition of a lien, charge, pledge, security interest or other encumbrance,
conflict, or event would, when taken together with all such other violations,
accelerations, entitlements to accelerate, creations and impositions of liens,
charges, pledges, security interests and other encumbrances, conflicts, and
events, affect materially and adversely the business of such corporation or such
corporation's ability to consummate the transactions and actions contemplated by
this Agreement and by the Restructuring Agreement.
4.4 Governmental Consents, Etc. Except for the RUS approvals contemplated
by Section 7.1(c) of the Restructuring Agreement, the IRS Ruling contemplated by
Section 3.1(a) of the Restructuring Agreement, any filings and other
coordination with the SEC and FERC contemplated by Sections 7.1(e) and (f) of
the Restructuring Agreement, and any filings that may be required with the
Federal Trade Commission and the Department of Justice under the HSR Act, no
consent, authorization, order or approval, or filing or registration with, any
governmental commission, board or other regulatory body is required to be made
or obtained by such corporation for or in connection with the execution and
delivery by such corporation of this Agreement, the Restructuring Agreement and
each Additional GTC Contract or Additional GSOC Contract, as the case may be,
and the consummation by such corporation of the transactions and actions
contemplated hereby and thereby, other than such as have been or, prior to the
Closing Date, will be made or obtained.
10
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE MEMBERS
Each Member represents and warrants to OPC, GTC, GSOC and each other
Member as to all of the following matters.
5.1 Organization and Qualification, Etc. Such Member is an electric
membership corporation duly organized, validly existing and in good standing
under the laws of the State of Georgia, has the corporate power and authority to
own all of its properties and assets and to carry on its business as it is now
being conducted.
5.2 Authorization, Etc. Such Member has the corporate power and authority
to execute and deliver this Agreement, to execute each additional contract which
this Agreement contemplates will be executed and delivered by such Member (each
such contract being referred to as an "Additional Member Contract"), and to
consummate the transactions and take the actions contemplated on its part hereby
and thereby. The execution and delivery by such Member of this Agreement and
each Additional Member Contract and the consummation by such Member of the
transactions and actions contemplated on its part hereby and thereby have been
duly authorized by such Member's Board of Directors. This Agreement has been
duly executed and delivered by such Member and is a valid and binding agreement
of such Member, enforceable against such Member in accordance with its terms,
subject to: (a) bankruptcy, insolvency and other laws of similar import, (b)
principles of equity and (c) applicable public policy.
5.3 Non-Contravention. Except as may be indicated on Schedule 5.3 or as
otherwise contemplated by this Agreement, the execution and delivery of this
Agreement by such Member, the execution and delivery of each Additional Member
Contract by such Member, and the consummation of the transactions and actions
contemplated on its part hereby and thereby do not and will not: (a) violate any
provision of the Articles of Incorporation or Bylaws of such Member; (b)
violate, or result (with the giving of notice or the lapse of time or both) in a
violation of any provision of, or result in the acceleration of or entitle any
party to accelerate (whether after the giving of notice or lapse of time or
both) any obligation under, or result in the creation or imposition of any lien,
charge, pledge, security interest or other encumbrance upon any of the property
of such Member pursuant to any provision of, any mortgage, lien, lease,
agreement, license, instrument, law, ordinance, regulation, order, arbitration
award, judgment or decree to which such Member is a party or by which such
Member is bound; (c) violate or conflict with any other restriction of any kind
or character to which such Member is subject or by which any assets of such
Member may be bound; or (d) constitute an event permitting termination of any
mortgage, lien, lease, agreement, license or instrument to which such Member is
a party, in each case, if such violation, acceleration, entitlement to
accelerate, creation or imposition of a lien, charge, pledge, security interest
or other encumbrance, conflict, or event would, when taken together with all
such other violations, accelerations, entitlements to accelerate, creations and
impositions of liens, charges, pledges, security interests and other
encumbrances, conflicts, and events, affect
11
materially and adversely the business of such Member or such Member's ability to
consummate the transactions and actions contemplated by this Agreement.
5.4 Governmental and Other Consents. Except for the RUS approvals
contemplated by Section 7.1(c) of the Restructuring Agreement and any filings
that may be required with the Federal Trade Commission and the Department of
Justice under the HSR Act, no consent, authorization, order or approval of, or
filing or registration with, any governmental commission, board or other
regulatory body is required for or in connection with the execution and delivery
by such Member of this Agreement and each Additional Member Contract and the
consummation by such Member of the transactions and actions contemplated on its
part hereby and thereby, other than such as have been or, prior to the Closing
Date, will be made or obtained.
5.5 Access to Information. Such Member has adequate access, through the
Member's representation on OPC's Board of Directors and otherwise, to
information regarding OPC, GTC, GSOC, the Transmission Business, the System
Operations Business, and the proposed restructuring and other transactions,
actions and contracts contemplated by the Restructuring Agreement and this
Agreement.
ARTICLE 6
ADDITIONAL COVENANTS AND AGREEMENTS
6.1 Modifications to Restructuring Agreement. Each Member acknowledges and
agrees that the Restructuring Agreement may be amended, and that the conditions
to Closing contained therein may be waived, all in accordance with the terms of
the Restructuring Agreement, and that any such amendment or waiver shall not in
any way affect such Member's obligations hereunder.
6.2 GTC Bylaws. If changes are made pursuant to Section 3.1(b) of the
Restructuring Agreement in the governance provisions of the OPC Bylaw Amendments
corresponding changes shall be incorporated in the Bylaws of GTC. No such change
shall in any way affect any Member's obligation hereunder.
6.3 Cost Allocations Reflected in Rates. Each Member acknowledges that the
interim rate, OPC-15ir, approved and adopted by OPC's Board of Directors at its
meeting on December 4, 1995, and currently applicable under the Existing
Wholesale Power Contracts and Rate Schedule A to the New Wholesale Power
Contracts each reflect an appropriate allocation of costs among the Members.
Each Member further accepts OPC-15ir as the rate under which it agrees to
purchase capacity and energy from Oglethorpe under the Existing Wholesale Power
Contract until the earlier of the Effective Date or December 31, 1996, and
agrees that such rate reflects a settlement among the Members as to an
appropriate sharing of Oglethorpe's costs among the Members. Each Member also
accepts Rate Schedule A as the rate under which it agrees to purchase capacity
and energy from Oglethorpe under the New Wholesale Power Contract, and
12
agrees that such rate reflects a settlement among the Members as to an
appropriate sharing of Oglethorpe's costs among the Members. Each Member
acknowledges and agrees that the cost allocations reflected in such rates are
valid, binding and enforceable as to such Member as a settlement which the
Member has accepted and agreed to without reliance upon any representation of
OPC or any other Member as to, and notwithstanding the possible inaccuracy of
any assumptions or understandings of the Member with respect to, any state of
facts that may have existed at any time prior to the date hereof.
6.4 HSR Act Filings. Following the execution of this Agreement, each party
shall make appropriate filings as may be required, if any, with the Federal
Trade Commission and the Department of Justice under the HSR Act, with respect
to the transactions contemplated by this Agreement. In connection with any such
filings, each party shall, in cooperation with each other, and from time to time
thereafter, make all such further filings and submissions, and take such further
actions, as may be required in connection therewith. Each party shall furnish
the other all information in its possession necessary for compliance by the
other with the provisions of this Section. No party shall withdraw any such
filing or submission prior to the termination of this Agreement without the
written consent of each other party required to file under the HSR Act.
6.5 Consents, Authorizations, Etc. Each party hereto will use its
reasonable efforts to obtain all consents, authorizations, waivers, orders and
approvals from any governmental commission, board or other regulatory body, and
to make all related filings and registrations, which may be necessary or
desirable in connection with the consummation of any of the transactions and
actions contemplated by this Agreement and by each additional contract which
this Agreement contemplates will be executed by such party (each such contract
applicable to a respective party being referred to as an "Applicable Additional
Contract"). Each party also will use its reasonable efforts to obtain all
consents, authorizations, waivers and approvals from any non-governmental third
party which may be necessary or desirable in connection with the consummation of
the transactions and actions contemplated by this Agreement and by each
Applicable Additional Contract. Each party will cooperate fully with the other
parties in assisting them to obtain such consents, authorizations, waivers,
orders and approvals that the other parties need to obtain or make. Without in
any way limiting the foregoing, the parties shall use their reasonable efforts
to obtain all approvals of RUS contemplated by Section 6.4 of the Restructuring
Agreement.
6.6 Access; Confidentiality.
(a) Access. Prior to and following the Closing Date, OPC, GTC and
GSOC shall provide or otherwise make available to the Members all information
required to be provided to the Members under applicable law, and the Members
shall continue to have access to the premises, books and records, officers and
employees of OPC, GTC and GSOC at reasonable hours to obtain such information.
13
(b) Confidentiality. Except as otherwise required in filings which
any party makes with regulatory entities, any information which any party
provides to the other or to the other's Representatives, whether written or
oral, which is confidential or identified as confidential shall be treated as
confidential material (the "Confidential Material"), except that this shall not
apply to information that is generally available to the public or becomes
generally available to the public other than as a result of a disclosure by the
receiving party or its Representatives. For purposes of this Agreement, the term
"Representatives" shall mean a party's directors, officers, employees,
attorneys, accountants, investment bankers, brokers, bankers and others engaged
by such party or intended to be engaged by such party to advise it regarding the
Confidential Material or the transactions contemplated hereby or thereby or to
assist in financing the transactions contemplated hereby and who receive
Confidential Material. It is hereby agreed that the Confidential Material will
be used by the receiving party and/or its Representatives only for purposes of
evaluating and facilitating the transactions contemplated hereby, and that the
Confidential Material will be kept confidential by the receiving party and its
Representatives; provided, however, that (i) any of such information may be
disclosed to the receiving party's Representatives who need to know such
information for purposes relating to the transactions contemplated hereby (it
being understood that such Representatives shall be informed by the receiving
party of the confidential nature of such information and shall be directed by
the receiving party to treat such information confidentially), and (ii) any
other disclosure of such information may be made to which the party providing
the information consents in writing. The provisions of this Section 6.6(b) shall
remain in effect for a period of three years after the date hereof and shall be
in addition to any other confidentiality obligations and agreements that exist
between or among any of the parties, which shall not be superseded or limited by
this Section 6.6(b); provided, however, that following the Effective Date, GTC
and GSOC and their respective Representatives shall not be restricted hereunder
with respect to any information regarding the Transmission Business and the
System Operations Business, respectively.
6.7 Expenses. Whether or not the transactions and actions contemplated by
this Agreement are consummated, all costs and expenses (including reasonable
attorneys' and accountants' fees) incurred in connection with this Agreement,
the Restructuring Agreement and the transactions and actions contemplated hereby
and thereby shall be paid by the party incurring such expenses, subject to the
obligation of GTC to assume that portion of OPC's expenses included in the
definition of Transmission Liabilities.
6.8 Publicity. Except as otherwise required by law, OPC shall coordinate
any press releases or other public announcements with respect to this Agreement
and the transactions contemplated hereby through the Closing Date, and no other
party shall act unilaterally in this regard without prior consultation with OPC.
6.9 Restrictions on Certain Exclusive Actions. Unless and until this
Agreement and the Restructuring Agreement are terminated in accordance with
their terms or the Closing occurs, neither OPC nor any Member unilaterally or in
conjunction with less than all of OPC's 39 Members and OPC shall knowingly take
any action, fail to take any action or solicit support for
14
any action which is intended or reasonably likely to be inconsistent with any
transaction, action, obligation or contract contemplated by this Agreement or by
the Restructuring Agreement. The foregoing is not intended, and shall not be
construed, to prevent or limit any Member's full communications with and
presentation of its views regarding the foregoing matters to OPC and all of
OPC's other 39 Members either in writing or at any meeting of OPC's Board of
Directors or OPC's Members, duly convened in accordance with OPC's Bylaws.
Instead, the foregoing restriction is intended to assure that all interested and
affected parties have full opportunity to participate in any deliberations and
discussions regarding the proposed restructuring and related actions,
obligations and contracts that any Member may consider desirable.
6.10 Actions to Avoid and Notices of, Breaches of Representations and
Warranties. Each party: (a) shall take such actions so that such party's
representations and warranties in this Agreement remain true and correct and
shall not take any action that would cause such representations and warranties
to cease to be true and correct; and (b) shall inform the other parties hereto
promptly of any facts or circumstances that could be reasonably expected to
constitute or result in a breach of any such party's representations and
warranties in this Agreement.
6.11 Additional Agreements. Subject to the terms and conditions herein
provided, each of the parties hereto agrees to use its reasonable efforts to
take, or cause to be taken, all actions and to do, or cause to be done, all
things necessary, proper or advisable to consummate and make effective, as soon
as reasonably practicable, the transactions and actions contemplated by this
Agreement.
ARTICLE 7
CLOSING CONDITIONS
7.1 Closing Conditions. Subject to the provisions of Section 7.2 of the
Restructuring Agreement permitting the Board of Directors of OPC (with the
approval of RUS when applicable) to waive (in whole or in part) any condition to
the obligations of OPC, GTC or GSOC under the Restructuring Agreement, each
party's obligation to consummate the transactions and actions contemplated by
this Agreement is subject to the fulfillment of each of the following
conditions, prior to or contemporaneously with the Closing.
(a) Conditions Under Restructuring Agreement. Each of the conditions
to Closing under the Restructuring Agreement shall have been satisfied or waived
in accordance with the terms of the Restructuring Agreement.
(b) Hart-Scott-Rodino. Any applicable waiting period under the HSR
Act shall have expired or been terminated, and no proceeding by the Department
of Justice or the Federal Trade Commission shall be pending or threatened with
respect to the transactions contemplated
15
by this Agreement or the Restructuring Agreement, which, if determined
adversely, would have a material adverse effect on the financial condition or
results of operations of any Member.
ARTICLE 8
CLOSING
8.1 Closing. Provided that all of the conditions set forth in Article 7
shall have been satisfied or waived, evidence of the fulfillment or waiver of
such conditions shall be provided, and all documents and payments required to be
delivered or made or otherwise necessary or desirable to consummate the
transactions contemplated hereby (other than those consummated on the GSOC Asset
Transfer Date) shall be executed and delivered and paid, by the parties hereto
to each other at a closing (the "Closing") to be held at the offices of
Sutherland, Asbill & Brennan, 999 Peachtree Street, N.E., Atlanta, Georgia 30309
at 10:00 a.m. Eastern time, on January 2, 1997 (or at such other date, time and
place as OPC, GTC and GSOC may mutually agree).
8.2 Pre-Closing. The parties hereto shall cooperate with one another so
that: (a) a pre-Closing (the "Pre-Closing") can occur at the Atlanta offices of
Sutherland, Asbill & Brennan on a date and at a time to be set by the OPC Board
(on or before December 2, 1996, if possible); and (b) all documents that are a
condition to Closing can be executed and delivered at or before such
Pre-Closing, with such delivery being either to each other or to Sutherland,
Asbill & Brennan to be held in escrow until the Closing Date and then delivered.
The parties hereto agree that any document delivered in escrow to Sutherland,
Asbill & Brennan may be delivered on the Closing Date to the appropriate
recipient(s) without further authorization, unless Barrett K. Hawks or Cada T.
Kilgore, III of Sutherland, Asbill & Brennan actually receives a written notice
from the party that executed such document: indicating that a representation,
warranty, certification, opinion or similar matter in such document is no longer
true; setting forth the specific reason why such document cannot be delivered;
and providing a substitute document which conforms as nearly as possible to the
requirements applicable to the original document.
ARTICLE 9
TERMINATION AND ABANDONMENT
9.1 Termination and Abandonment. This Agreement and all transactions and
actions contemplated hereby may be terminated and abandoned in either manner set
forth below at any time prior to the Closing Date:
(a) By Mutual Action of OPC, GTC and GSOC. By mutual action of the
Boards of Directors of OPC, GTC and GSOC.
16
(b) By OPC. By OPC if any condition set forth in Section 7.1 of the
Restructuring Agreement or Section 7.1 of this Agreement shall not have been
complied with or performed in any material respect and such non-compliance or
non-performance shall not have been cured or eliminated (or by its nature cannot
be cured or eliminated other than by waiver) on or before March 15, 1997.
9.2 Procedure for Termination. The termination and abandonment of this
Agreement and/or any of the transactions and actions contemplated hereby other
than pursuant to mutual action under Section 9.1(a) shall be effective only when
OPC gives written notice, signed by OPC, stating the grounds for such
termination and abandonment, to the other parties.
9.3 Effect of Termination. In the event of the termination and abandonment
of this Agreement and/or any of the transactions and actions contemplated
hereby, no party shall have any liability (regardless of fault or control) if
such termination and abandonment is by mutual action pursuant to Section 9.1(a),
and no party hereto shall have any liability if this Agreement and/or any of the
transactions and actions contemplated hereby are otherwise terminated or
abandoned in accordance with Section 9.1, unless the failure to consummate or
fulfill a condition is within the reasonable control of such party, in which
case the party or parties having such reasonable control shall continue to be
liable hereunder.
ARTICLE 10
MISCELLANEOUS
10.1 Survival. The representations and warranties of the parties contained
in Articles 3, 4 and 5 hereof, other than the representation and warranty
contained in Section 5.5, shall not survive the Closing. The covenants and other
agreements contained in Sections 6.3, 6.6, 6.7 and 10.2 shall survive the
Closing.
10.2 Dispute Resolution and Arbitration. In the event of any disputes
under this Agreement, the parties involved in such dispute shall promptly
consult with one another and in good faith seek to resolve the dispute through
negotiation. If such dispute cannot be settled through negotiation, the parties
agree to try in good faith to settle the dispute by mediation under the
Commercial Mediation Rules of the American Arbitration Association, before
resorting to arbitration or some other dispute resolution procedure; provided
that a party may not invoke mediation unless it has provided the other with
written notice of the dispute and has attempted in good faith to resolve such
dispute through negotiation. If the parties involved in such dispute shall not
have reached agreement by negotiation or mediation within 120 days as to the
matter in question, then the matter in dispute shall be submitted to and settled
by arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association (subject to the provisions stated below).
Notwithstanding the foregoing, any party may seek immediate equitable
17
relief, without attempting to settle a dispute through mediation, in any case
where such party is entitled to equitable relief by the terms of this Agreement
or otherwise.
(a) Arbitration Procedures. The arbitrators shall have the right to
employ experts to assist them in any arbitration proceeding under this Section
and shall have the right to render equitable, as well as other, awards and
relief. Before submitting a list of potential arbitrators to the parties for
their consideration, the American Arbitration Association shall consult with
each party to discuss the applicable qualifications for the proposed
arbitrators. Upon request by the parties involved in the dispute, the American
Arbitration Association shall select a panel of at least three arbitrators, but
if no such request is made by the time the parties comment on any proposed list
of arbitrators, the American Arbitration Association may select a single
arbitrator unless the American Arbitration Association determines that a greater
number of arbitrators is appropriate.
(b) Arbitration Decision. Any decision of the arbitrator(s) shall be
satisfied as provided in the order of the arbitrator(s). If necessary, any such
decision and satisfaction procedure may be enforced by the prevailing party in
any court of record having jurisdiction over the subject matter or over any of
the parties.
10.3 Specific Performance, Etc. The parties hereto acknowledge that the
rights of the other parties to consummate the transactions contemplated hereby
are special, unique, and of extraordinary character, and that, in the event that
any party violates or threatens to violate or fails and refuses to perform any
covenant made by it herein, then the other parties hereto will be without
adequate remedy at law. Therefore, each party agrees, that, in the event it
violates, breaches, threatens to violate or breach, or fails and refuses to
perform any covenant made by it herein, then the other applicable party or
parties hereto, so long as it or they are not in breach hereof, may, in addition
to any remedies at law, institute and prosecute an action in a court of
competent jurisdiction to enforce specific performance of such covenant or seek
any other equitable relief against the defaulting party.
10.4 Waiver. The failure of any party hereto at any time or times to
require performance of any provisions hereof shall in no manner affect the right
to enforce the same. No waiver by any party of any condition, or the breach of
any term, provision, warranty, representation, agreement or covenant contained
in this Agreement or the other contracts contemplated hereby, whether by conduct
or otherwise, in any one or more instances shall be deemed or construed as a
further or continuing waiver of any such condition or breach or a waiver of any
other condition or of the breach of any other term, provision, warranty,
representation, agreement or covenant herein or therein contained.
18
10.5 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if either (a) delivered personally, or by
courier or nationally recognized next business day delivery service or Express
Mail, (b) transmitted by telecopy mechanism, provided that any notice so given
is also sent for delivery as provided in clause (a) or mailed as provided in
clause (c), or (c) sent by registered or certified mail, postage prepaid,
addressed to each applicable party at the address shown below (or to such other
address or person as any party shall have designated by notice to the other
party):
If to OPC: Oglethorpe Power Corporation
2100 East Exchange Place
Tucker, Georgia 30085-1349
Attention: President and Chief Executive
Officer
Fax: (770) 270-7977
If to GTC: Georgia Transmission Corporation
2100 East Exchange Place
Tucker, Georgia 30085-1349
Attention: President
Fax: (770) 270-7977
If to GSOC: Georgia System Operations Corporation
2100 East Exchange Place
Tucker, Georgia 30085-1349
Attention: President
Fax: (770) 270-7977
If to a Member: To the respective address shown on the signature pages
Each such notice or other communication shall be effective (i) if given by
telecopy, when transmitted to the applicable number so specified in (or pursuant
to) this Section and an appropriate answerback is received, or (ii) if given by
any other means, when actually received at such address.
10.6 Counterparts; Facsimile Delivery. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. Any party may
deliver an executed copy of this Agreement and an executed copy of any documents
contemplated hereby by facsimile transmission to another party, and such
delivery shall have the same force and effect as any other delivery of a
manually signed copy of this Agreement or such other document. Each of OPC, GTC
and GSOC shall receive and retain one counterpart with original signatures of
all parties to this Agreement and shall provide a copy thereof to any other
party upon request.
19
10.7 Headings. The headings herein are for convenience of reference only,
do not constitute a part of this Agreement, and shall not be deemed to limit or
affect any of the provisions hereof.
10.8 Amendment. This Agreement may be amended at any time by written
instrument executed by the parties affected by such amendment.
10.9 Severability. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other terms and provisions of this Agreement will nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions and other actions contemplated hereby is not affected in any
manner adverse to any party hereto. Upon any such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
hereto will negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that the transactions and other actions contemplated by this Agreement
are consummated to the extent possible.
10.10 Miscellaneous. This Agreement (a) constitutes, together with the
Restructuring Agreement which remains in full force, the entire agreement and,
except as otherwise specifically provided, supersedes all prior agreements and
understandings, both written and oral, among the parties, with respect to the
subject matter hereof; (b) is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder; (c) shall not be assigned,
by operation of law or otherwise; and (d) shall be governed in all respects,
including validity, interpretation and effect, by the laws of the State of
Georgia except that the Federal Arbitration Act shall govern any arbitration
proceedings.
[Signatures are found on pages 21 through 60.]
20
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, and their seals affixed, on the date first above written.
OPC:
[CORPORATE SEAL] OGLETHORPE POWER CORPORATION
(AN ELECTRIC MEMBERSHIP GENERATION &
TRANSMISSION CORPORATION)
By: /s/ J. Calvin Earwood
----------------------------------------
J. Calvin Earwood, Chairman of the Board
ATTEST:
/s/ Gary M. Bullock
- ------------------------------------
Gary M. Bullock, Secretary-Treasurer
GTC:
[CORPORATE SEAL] GEORGIA TRANSMISSION CORPORATION
(AN ELECTRIC MEMBERSHIP
CORPORATION)
By:/s/ Charles R. Fendley
-----------------------------------------
Charles R. Fendley, Chairman of the Board
ATTEST:
/s/ Roy Tollerson, Jr.
- ------------------------------------
Roy Tollerson, Jr., Secretary
GSOC:
[CORPORATE SEAL] GEORGIA SYSTEM OPERATIONS
CORPORATION
By: /s/ James E. Estes
----------------------------------------
James E. Estes, Chairman of the Board
ATTEST:
/s/ Jarnett W. Wigington
- ------------------------------------
Jarnett W. Wigington, Secretary-Treasurer
21
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
ALTAMAHA ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Jmon Warnock
-------------------------------------
Name: Jmon Warnock
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Bernard Hart
--------------------------------------------
Name: Bernard Hart
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 346
Lyons, GA 30436-0346
Fax: (912) 526-4235
22
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
AMICALOLA ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ John S. Dean
-------------------------------------
Name: John S. Dean
-------------------------------------
Title: President/Chief Executive Officer
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Patricia B. Evans
--------------------------------------------
Name: Patricia B. Evans
-------------------------------------
Title: Assistant Secretary
-------------------------------------
Address for Notices:
P. O. Box 10
Jasper, GA 30143-0010
Fax: (706) 276-5251
23
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
CANOOCHEE ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ George C. Martin
-------------------------------------
Name: George C. Martin
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Mourice Collins
--------------------------------------------
Name: Mourice Collins
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 497
Reidsville, GA 30453-0497
Fax: (912) 557-4396
24
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
CARROLL ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ J. G. McCalmon
-------------------------------------
Name: J. G. McCalmon
-------------------------------------
Title: Chairman of the Board
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Eddie Gore
--------------------------------------------
Name: Eddie Gore
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 629
Carrollton, GA 30117-0629
Fax: (770) 832-0240
25
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
THE CENTRAL GEORGIA ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Benson Ham
-------------------------------------
Name: Benson Ham
-------------------------------------
Title: Chairman, Board of Directors
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ D.A. Robinson, III
--------------------------------------------
Name: D.A. Robinson, III
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
923 South Mulberry Street
Jackson, GA 30233
Fax: (770) 775-7857, Ext. 799
26
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
COASTAL ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ John T. Woods, Jr.
-------------------------------------
Name: John T. Woods, Jr.
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ M. L. Coffer
--------------------------------------------
Name: M. L. Coffer
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 109
Midway, GA 31320-0109
Fax: (912) 884-2789
27
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
COBB ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Dwight Brown
-------------------------------------
Name: Dwight Brown
-------------------------------------
Title: President/CEO
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Carl Hames
--------------------------------------------
Name: Carl Hames
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 369
Marietta, GA 30061-0369
Fax: (770) 429-2122
28
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
COLQUITT ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Tommy Cothron
-------------------------------------
Name: Tommy Cothron
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Bobby R. Griner
--------------------------------------------
Name: Bobby R. Griner
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 400
Moultrie, GA 31776-0400
Fax: (912) 985-6705
29
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
COWETA-FAYETTE ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Thomas C. Parker
-------------------------------------
Name: Thomas C. Parker
-------------------------------------
Title: President
[CORPORATE SEAL]
ATTEST:
/s/ Elwood Thompson
--------------------------------------------
Name: Elwood Thompson
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 488
Newnan, GA 30264-0488
Fax: (770) 251-9788
30
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
EXCELSIOR ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ W. D. Johnson
-------------------------------------
Name: W. D. Johnson
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Lanier A. Hunnicutt
--------------------------------------------
Name: Lanier A. Hunnicutt
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P.O. Box 297
Metter, GA 30439-0297
Fax: (912) 685-5782
31
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
FLINT ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Walter D. Whiting
-------------------------------------
Name: Walter D. Whiting
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Vivian K. Blackstock
--------------------------------------------
Name: Vivian K. Blackstock
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 308
Reynolds, GA 31076-0308
Fax: (912) 847-5181
32
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
GRADY ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Donald C. Cooper
-------------------------------------
Name: Donald C. Cooper
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ H. Lamar Carlton
--------------------------------------------
Name: H. Lamar Carlton
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 270
Cairo, GA 31728-0270
Fax: (912) 377-7176
33
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
GREYSTONE POWER CORPORATION, AN
ELECTRIC MEMBERSHIP CORPORATION
By: /s/ C. Billy Peek
-------------------------------------
Name: C. Billy Peek
-------------------------------------
Title: Chairman
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ William M. Parks
--------------------------------------------
Name: William M. Parks
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 897
Douglasville, GA 30133-0897
Fax: (770) 942-6053
34
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
HABERSHAM ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Hugh D. Rucker
-------------------------------------
Name: Hugh D. Rucker
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Carl Tallent, Jr.
--------------------------------------------
Name: Carl Tallent, Jr.
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 25
Clarkesville, GA 30523-0025
Fax: (706) 754-2114, Ext. 119
35
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
HART ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Mac F. Oglesby
-------------------------------------
Name: Mac F. Oglesby
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Jerry M. Snow
--------------------------------------------
Name: Jerry M. Snow
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 250
Hartwell, GA 30643-0250
Fax: (800) 486-3277
36
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
IRWIN ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Donald Wiggins
-------------------------------------
Name: Donald Wiggins
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Lorie Walters
--------------------------------------------
Name: Lorie Walters
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 125
Ocilla, GA 31774-0125
Fax: (912) 468-7009
37
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
JACKSON ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Ray C. Jones
-------------------------------------
Name: Ray C. Jones
-------------------------------------
Title: Chairman of the Board
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Balfour Hunnicutt
--------------------------------------------
Name: Balfour Hunnicutt
--------------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 38
Jefferson, GA 30549-0038
Fax: (706) 367-6102
38
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
JEFFERSON ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ James M. Andrew
-------------------------------------
Name: James M. Andrew
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Charles E. Perry, Sr.
--------------------------------------------
Name: Charles E. Perry, Sr.
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 312
Louisville, GA 30434-0312
Fax: (912) 625-8354
39
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
LAMAR ELECTRIC MEMBERSHIP
CORPORATION
By:/s/ E. J. Martin, Jr.
-------------------------------------
Name: E. J. Martin, Jr.
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ J. H. Gunnels
--------------------------------------------
Name: J. H. Gunnels
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 40
Barnesville, GA 30204-0040
Fax: (770) 358-6078
40
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
LITTLE OCMULGEE ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Grant Rowe
-------------------------------------
Name: Grant Rowe
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ LaRue Fountain
--------------------------------------------
Name: LaRue Fountain
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 150
Alamo, GA 30411-0150
Fax: (912) 568-7174
41
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
MIDDLE GEORGIA ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Don Wood
-------------------------------------
Name: Don Wood
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Teda Brannen
--------------------------------------------
Name: Teda Brannen
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 157
Vienna, GA 31092-0157
Fax: (912) 268-7215
42
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
MITCHELL ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Gordon M. Sumner
-------------------------------------
Name: Gordon M. Sumner
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ D. Lamar Cooper
--------------------------------------------
Name: D. Lamar Cooper
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P.O. Box 409
Camilla, GA 31730-0409
Fax: (912) 336-7088
43
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
OCMULGEE ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Barry H. Martin
-------------------------------------
Name: Barry H. Martin
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ James E. Perry, Sr.
--------------------------------------------
Name: James E. Perry, Sr.
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 669
Eastman, GA 31023-0669
Fax: (912) 374-0759
44
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
OCONEE ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ E. C. Lavender
-------------------------------------
Name: E. C. Lavender
-------------------------------------
Title: Board Chairman
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Charles L. Holliman
--------------------------------------------
Name: Charles L. Holliman
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 37
Dudley, GA 31022-0037
Fax: (912) 676-4200
45
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
OKEFENOKE RURAL ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Robert W. Combs
-------------------------------------
Name: Robert W. Combs
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ James L. Conner
--------------------------------------------
Name: James L. Conner
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 602
Nahunta, GA 31553-0602
Fax: (912) 462-6100
46
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
PATAULA ELECTRIC MEMBERSHIP
CORPORATION
By:/s/ W. H. Boyett
-------------------------------------
Name: W. H. Boyett
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ James Grubbs
--------------------------------------------
Name: James Grubbs
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 289
Cuthbert, GA 31740-0289
Fax: (912) 732-5191
47
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
PLANTERS ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Ainsworth Zeagler
-------------------------------------
Name: Ainsworth Zeagler
-------------------------------------
Title: Chairman of the Board
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Linda Josey
--------------------------------------------
Name: Linda Josey
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 979
Millen, GA 30442-0979
Fax: (912) 982-4798
48
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
RAYLE ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ J. M. Sherrer
-------------------------------------
Name: J. M. Sherrer
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Jimmie Williams
--------------------------------------------
Name: Jimmie Williams
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 250
Washington, GA 30673
Fax: (706) 678-5381
49
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
THE SATILLA RURAL ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Jack D. Vickers
-------------------------------------
Name: Jack D. Vickers
-------------------------------------
Title: Chairman of the Board
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ James C. Bennett
--------------------------------------------
Name: James C. Bennett
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 906
Alma, GA 31510-1006
Fax: (912) 632-8572
50
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
SAWNEE ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Rodney H. Reese
-------------------------------------
Name: Rodney H. Reese
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Lee E. Pittman
--------------------------------------------
Name: Lee E. Pittman
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P.O. Box 266
Cumming, GA 30130-0266
Fax: (770) 887-2363, Ext. 550
OR (770) 886-8119
51
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
SLASH PINE ELECTRIC
MEMBERSHIP CORPORATION
By:/s/ Johnnie Crumbley
-------------------------------------
Name: Johnnie Crumbley
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Bob Joyce
--------------------------------------------
Name: Bob Joyce
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 356
Homerville, GA 31634-0356
Fax: (912) 487-2948
52
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
SNAPPING SHOALS ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Jarnett W. Wigington
-------------------------------------
Name: Jarnett W. Wigington
-------------------------------------
Title: Chairman of the Board
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Olin Bonner
--------------------------------------------
Name: Olin Bonner
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 509
Covington, GA 30209-0509
Fax: (770) 385-2720
53
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
SUMTER ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Bob Jernigan
-------------------------------------
Name: Bob Jernigan
-------------------------------------
Title: Chairman
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Ida N. Chambers
--------------------------------------------
Name: Ida N. Chambers
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 1048
Americus, GA 31709-1048
Fax: (912) 924-4982
54
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
THREE NOTCH ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Warren G. Garrett
-------------------------------------
Name: Warrent G. Garrett
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Bill Dozier
--------------------------------------------
Name: Bill Dozier
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 367
Donalsonville, GA 31745-0367
Fax: (912) 524-8046
55
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
TRI-COUNTY ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Tom Thompson, Jr.
-------------------------------------
Name: Tom Thompson, Jr.
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Thomas Noles
-------------------------------------
Name: Thomas Noles
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 487
Gray, GA 31032-0487
Fax: (912) 986-4733
56
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
TROUP ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Lewis Bryant
-------------------------------------
Name: Lewis Bryant
-------------------------------------
Title: Chairman
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Larry Keith
--------------------------------------------
Name: Larry Keith
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 160
LaGrange, GA 30241-0160
Fax: (706) 845-2020
57
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
UPSON COUNTY ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ Hubert Hancock
-------------------------------------
Name: Hubert Hancock
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Billie H. Salter
--------------------------------------------
Name: Billie H. Salter
-------------------------------------
Title: Secretary/Treasurer
-------------------------------------
Address for Notices:
P. O. Box 31
Thomaston, GA 30286-0031
Fax: (706) 647-8545
58
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
WALTON ELECTRIC MEMBERSHIP
CORPORATION
By: /s/ Doyle Mitchell
-------------------------------------
Name: Doyle Mitchell
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Robin Paxson
--------------------------------------------
Name: Robin Paxson
-------------------------------------
Title: Secretary
-------------------------------------
Address for Notices:
P. O. Box 260
Monroe, GA 30655-0260
Fax: (770) 267-1223
59
SIGNATURE PAGE OF THE MEMBER AGREEMENT
DATED AS OF AUGUST 1, 1996
MEMBER:
WASHINGTON ELECTRIC
MEMBERSHIP CORPORATION
By: /s/ T.L. Bray
-------------------------------------
Name: T.L.Bray
-------------------------------------
Title: President
-------------------------------------
[CORPORATE SEAL]
ATTEST:
/s/ Mike McCoy
--------------------------------------------
Name: Mike McCoy
-------------------------------------
Title: Secretary-Treasurer
-------------------------------------
Address for Notices:
P. O. Box 598
Sandersville, GA 31082-0598
Fax: (912) 552-5552