Exhibit 10.7
A MENDMENT N O . 2 TO
T AX I NDEMNITY A GREEMENT
Dated as of March 24,
2006
between
O LD D
OMINION E LECTRIC C OOPERATIVE ,
and
F IRST U NION F INANCIAL I NVESTMENTS , I NC .,
as Owner Participant
C LOVER U NIT 1
G ENERATING
F ACILITY
AND
C OMMON F ACILITIES
AMENDMENT NO. 2 TO TAX
INDEMNITY AGREEMENT
This AMENDMENT NO. 2 TO TAX
INDEMNITY AGREEMENT, dated as of March 24, 2006 (this “
Amendment ”), between OLD DOMINION ELECTRIC
COOPERATIVE, a utility aggregation cooperative organized under the
laws of the Commonwealth of Virginia (herein together with its
successors and assigns, called “ Old Dominion
”), and FIRST UNION FINANCIAL INVESTMENTS, INC. (as successor
to Wachovia Bank, National Association, formerly known as First
Union National Bank, successor-in-interest to First Union National
Bank of Florida), a Tennessee corporation, as Owner Participant
(herein in such capacity, together with its successors and assigns,
called the “ Owner Participant ”).
WITNESSETH:
WHEREAS , Old Dominion and the Owner Participant are
parties to a certain Participation Agreement, dated as of
February 29, 1996, with State Street Bank and Trust Company
(“SSB”), not in its individual capacity, except as
expressly provided therein, but solely as Owner Trustee, and
Utrecht-America Finance Co., as agent and lender (the “
Original Participation Agreement ”);
WHEREAS , in connection with execution and delivery of
the Original Participation Agreement, Old Dominion and the Owner
Participant entered into a Tax Indemnity Agreement, dated as of
February 29, 1996 (the “ Original Tax Indemnity
Agreement ”), wherein Old Dominion agreed to indemnify
the Owner Participant under certain circumstances;
WHEREAS, the Original Tax Indemnity Agreement was amended
by the parties hereto by the Amendment No. 1 to Tax Indemnity
Agreement, dated as of December 19, 2002 (the Original Tax
Indemnity Agreement, as so amended, the “ Tax Indemnity
Agreement ”);
WHEREAS, Old Dominion and the Owner Participant entered
into (i) Amendment No. 1 to Participation Agreement,
dated as of December 19, 2002, with the other parties to the
Original Participation Agreement and Cedar Hill International Corp.
(“ Cedar Hill ”), as Series B Lender, and
(ii) Amendment No. 2 to Participation Agreement, dated as
of December 31, 2004, among such parties (other than SSB), and
U.S. Bank National Association, not in its individual capacity, but
solely as successor to SSB, as Owner Trustee (the Original
Participation Agreement, as amended by the foregoing amendments and
as further amended from time to time, is referred to herein as the
“ Participation Agreement ”);
WHEREAS , on the date hereof, Old Dominion, the Owner
Participant, and the other parties to the Participation Agreement
have entered into the Amendment No. 3 to Participation
Agreement, dated as of the date hereof, in connection with a
refinancing described therein;
WHEREAS , the parties hereto wish to amend the Tax
Indemnity Agreement as set forth herein in connection with the
execution and delivery of Amendment No. 3 to Participation
Agreement.
NOW, THEREFORE,
in consideration of the foregoing
premises and of other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as
follows:
1
SECTION 1. DEFINED TERMS; GENERAL
PROVISIONS
Capitalized terms used in this
Amendment (including the r
