ex10-15.htm


    
      

      

    

    EXHIBIT
10.15

    


    TVA
Contract No. 00069956, Supp. No. 3

    


    


    AGREEMENT

    Between

    TENNESSEE
VALLEY AUTHORITY

    And

    SEVEN
STATES SOUTHAVEN, LLC

    


    


    THIS AGREEMENT, dated as of April 17, 2009
(Agreement), is entered into by and between SEVEN STATES SOUTHAVEN, LLC (Southaven), a
limited liability company created and existing under the Laws of the State of
Delaware, and TENNESSEE VALLEY AUTHORITY
(TVA), a corporate agency and instrumentality of the United States Government
created and existing under and by virtue of the Tennessee Valley Authority Act
of 1933, as amended, 16 U.S.C. §§ 831-831ee (2006).


    


    WITNESSETH:

    


    WHEREAS, TVA and Seven States Power Corporation
(Seven States Power) entered into a Joint Ownership Agreement dated April 30,
2008, numbered as TVA Contract No. 00069956, which was subsequently amended by
Supplement No. 1 dated September 2, 2008 and Supplement No. 2 dated September
30, 2008 (as so amended, the JOA); and

    


    WHEREAS, on September 30, 2008, Seven States
Power designated Southaven as the “Designated Entity” under the JOA, assigned
all its rights under the JOA to Southaven and specified the Elected Percentage
under the JOA to be equal to 90%; and

    


    WHEREAS, Supplement No. 2 to the JOA provides
that in the event the Designated Entity takes title to a portion of the Elected
Percentage less than 90% at the First Seven States Closing, then the Designated
Entity has the option to take title to the remainder, or any portion thereof, of
the Elected Percentage up to a total ownership interest equal to 90% at a Second
Seven States Closing, which must occur no earlier than January 2, 2009 and on
later than May 9, 2009; and

    


    WHEREAS, the First Seven States Closing
occurred September 30, 2008 for a portion of the Elected Percentage, resulting
in Southaven obtaining a total ownership interest equal to 69.69%;
and

    


    WHEREAS, Southaven has notified TVA of its
desire to take title to an additional 20.31% portion of the Purchased Assets,
for a total ownership interest of 90%, at a Second Seven States Closing;
and

    


    WHEREAS, the Second Seven States Closing has
occurred on the date hereof, with payment by Southaven to TVA of the additional
Seven States Purchase Price for the additional 20.31% interest to make up the
entire 90% Elected Percentage;

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    NOW,
THEREFORE, for and in consideration of the premises, the mutual covenants
and agreements set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, TVA and Southaven
agree as follows:

    


    
      	
              1.  

            	
              The
      Elected Percentage is hereby confirmed by both parties to be 90% as of the
      date hereof for all purposes under the
JOA.

            


    

    


    
      	
              2.  

            	
              The
      Buy Back Option under the JOA is hereby confirmed by both parties to
      require, if exercised, TVA to repurchase all of Seven States’ right,
      title, and interest in and to the Purchased Assets acquired by Seven
      States in both the First Seven States Closing and the Second Seven States
      Closing.

            


    

    


    
      	
              3.  

            	
              Both
      parties hereby confirm that the “Loan” referred to in Section 5(e) of the
      JOA includes, without limitation, the $324,995,818 Term Loan and the
      $94,714,666 Incremental Term Loan A, each under that certain Credit
      Agreement, dated as of September 30, 2008, between Southaven, Seven States
      Power, JPMorgan Chase Bank, National Association, and the other lenders
      indentified therein, the proceeds of which have been advanced to Southaven
      on the date hereof.

            


    

    


    
      	
              4.  

            	
              Both
      parties hereby confirm that the “Seven States Purchase Price”, as defined
      in the JOA, equals $419,710,484.

            


    

    


    
      	
              5.  

            	
              To
      the knowledge of each of TVA and Southaven, there are no existing defaults
      under the JOA.

            


    

    


    
      	
              6.  

            	
              All
      other terms and conditions of the JOA shall be and remain unchanged except
      as specifically provided herein.

            


    

    


    
      	
              7.  

            	
              Capitalized
      terms used in this Agreement, including the recitals, and not otherwise
      defined herein, shall have the respective meanings set forth in the
      JOA.

            


    

    


    


    [Signatures
Appear on the Following Page]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


    IN WITNESS WHEREOF, Southaven and TVA
have caused this Agreement to be executed by their duly authorized
representatives as of the date first above written.

    


    


    
      	 
      	
              SEVEN
      STATES SOUTHAVEN, LLC,

            
	 
      	
              a
      Delaware limited liability company

            
	 
      	 
      
	 
      	
              By:           /s/
      Jack W. Simmons

            
	 
      	
              Name:      Jack
      W. Simmons

            
	 
      	
              Title:        President
      and Chief Executive Officer

            
	 
      	 
      
	 
      	 
      
	 
      	
              TENNESSEE
      VALLEY AUTHORITY

            
	 
      	 
      
	 
      	
              By:           /s/
      John G. Trawick

            
	 
      	
              Name:      John
      G. Trawick

            
	 
      	
              Title:       Vice
      President, Strategy, Pricing & Contracts

            
	 
      	 
      


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Signature
Page to Supplement No. 3 to Joint Ownership Agreement