ex10-17.htm


    
      

      

    

    EXHIBIT
10.17

    


    
 

    


    FIRST
AMENDMENT TO LEASE AGREEMENT

    (Southaven
Power Plant)

    


    


    THIS FIRST AMENDMENT TO LEASE AGREEMENT is
executed to be effective as of the 17th day
of April, 2009, by and between SEVEN STATE
SOUTHAVEN, LLC, (“Seven States”) a Delaware limited liability company, as
owner and lessor, 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. Sections 831-831ee (2006), and acting as to real
property as agent and in the name of the United States of America, as
lessee.

    


    WITNESSETH:

    


    WHEREAS, Seven States and TVA entered into that
certain Lease Agreement dated September 30, 2008 (the “Lease”) pursuant to which
TVA leases from Seven States the “Leased Premises,” which consist of Seven
States’ 69.69% undivided ownership interest in the Purchased Assets, as more
particularly defined in the Lease; and

    


    WHEREAS, on the date hereof, Seven States has
acquired an additional 20.31% undivided ownership interest in the Purchased
Assets, bringing Seven States’ ownership interest in the Purchased Assets up to
90%; and

    


    WHEREAS, the parties hereto desire to confirm
that the “Leased Premises” now includes Seven States’ entire 90% undivided
interest in the Purchased Assets as of the date hereof and that the Lease, as
hereby amended, is effective to create a lease from Seven States to TVA of the
entire “Leased Premises”;

     

    NOW,
THEREFORE, for and in consideration of the premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties agree to amend the Lease as follows: 

    


    
      	
              1.  

            	
              Seven
      States and TVA hereby acknowledge and agree that as of the date hereof,
      the “Leased Premises” shall consist of Seven States’ entire 90% undivided
      ownership interest in the Purchased
Assets.

            


    

    


    
      	
              2.  

            	
              Seven
      States and TVA acknowledge and agree that beginning on the date hereof,
      the “Monthly Amortization Costs” portion of Basic Rent shall be calculated
      on the basis of an Elected Percentage equal to 90%, with such Monthly
      Amortization Costs for April, 2009 being pro-rated based on 16/30th
      of the month at an Elected Percentage equal to 69.69% and the other
      14/30th
      of the month at an Elected Percentage equal to
  90%.

            


    

    


    
      	
              3.  

            	
              Seven
      States and TVA acknowledge and agree that beginning on the date
      hereof, the Elected Percentage shall be equal to 90% for all other
      purposes under the Lease.

            


    

    


    
      	
              4.  

            	
              Except
      as modified hereby, all other terms and conditions of the Lease remain in
      full force and effect, and the parties expressly reaffirm and confirm
      their ongoing obligations
thereunder.

            


    

    


    [Signatures
Appear on the Following Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


    IN
WITNESS WHEREOF, the parties have executed this First Amendment to Lease
Agreement to be effective as of the date and year 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 First Amendment to Lease Agreement