ex10-17.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit 10.17

    


    This
Supplement No. 2 to the Joint Ownership Agreement has been filed to provide
investors with information regarding its terms.  It is not intended to
provide any other factual information about the Tennessee Valley
Authority.  The representations and warranties of the parties in this
Supplement No. 2 to the Joint Ownership Agreement were made to, and solely for
the benefit of, the other party to this Supplement No. 2 to the Joint Ownership
Agreement.  The assertions embodied in the representations and
warranties may be qualified by information included in schedules, exhibits, or
other materials exchanged by the parties that may modify or create exceptions to
the representations and warranties.  Accordingly, investors should not
rely on the representations and warranties as characterizations of the actual
state of facts at the time they were made or otherwise.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TVA
Contract No. 00069956, Supp. No. 2

    


    AGREEMENT

    Between

    TENNESSEE
VALLEY AUTHORITY

    And

    SEVEN
STATES POWER CORPORATION

    


    


    


    THIS AGREEMENT, dated as of September
30, 2008 (Agreement), is entered into by and between SEVEN STATES POWER
CORPORATION (Seven States), a not-for-profit mutual benefit corporation created
and existing under the Laws of the State of Tennessee, 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).

    


    W I T N E S S E T
H:

    


    WHEREAS,
TVA and Seven States have entered into a Joint Ownership Agreement dated April
30, 2008, numbered as TVA Contract No. 00069956 (as amended “JOA”);
and

    


    WHEREAS,
by the document attached hereto and incorporated herein by reference (Exhibit),
Seven States has given notice to TVA in accordance with section 3 of the JOA
specifying an undivided ownership share (Elected Percentage) of 90 percent and a
Designated Entity; and

    


    WHEREAS,
the parties wish to provide for the scheduling of the Seven States Closing at
which said Designated Entity will take title to that Elected Percentage;
and

    


    WHEREAS,
the parties wish to further amend and supplement the JOA in the respects
necessary to provide for the possibility of a Seven States Closing on an Elected
Percentage of at least 51 percent (First Seven States Closing) taking place
before October 1, 2008, with a closing on the remainder (Second Seven States
Closing) taking place no earlier than January 2, 2009, and no later than May 9,
2009, all as provided for below;

    


    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 Seven States
agree as follows:

    


    1.  If
Seven States is ready to move forward with closing on an Elected Percentage of
at least 51 percent before October 1, 2008, the parties will endeavor to
schedule a First Seven States Closing on such Elected Percentage before that
date.  It is expressly recognized that such a First Seven States
Closing is presently contemplated for September 26, 2008.


    
      
        
           

        

         


      

      
        –1–

        
          

        

      

      
         


      

    


    


    2.  If
at said First Seven States Closing, the Designated Entity takes title to an
Elected Percentage of at least 51 percent but less than 90 percent, the parties
will endeavor to schedule a Second Seven States Closing no earlier than January
2, 2009, and no later than May 9, 2009, at which closing the Designated Entity
could take title to the remainder, or any portion thereof, of the Elected
Percentage of 90 percent; provided, however, that if a Buy-Back Option is
exercised at any time before said Second Seven States Closing, no such second
closing shall proceed.

    


    3.  If
the Designated Entity does not take title to any Elected Percentage at a First
Seven States Closing occurring before October 1, 2008, there shall be only one
Seven States Closing and it will be not be scheduled until on or after January
2, 2009, and no later than May 9, 2009, at which closing the Designated Entity
could take title to an Elected Percentage of no less than 51 percent and no
greater than 90 percent.

    


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

    


    IN
WITNESS WHEREOF, Seven States and TVA have caused this Agreement to be executed
by their duly authorized representatives as of September 30, 2008.

    


    SEVEN
STATES POWER CORPORATION

    


          

    


    By:  /s/ Jack
Simmons________________

            Title:
President/CEO

    


    


    TENNESSEE
VALLEY AUTHORITY

    


    


    


    By:  /s/ Tom D.
Kilgore______________

            Title:
President and CEO


    
      
        
           

        

         


      

      
        –2–