ML20098F798
| ML20098F798 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 09/27/1984 |
| From: | Derrickson W PUBLIC SERVICE CO. OF NEW HAMPSHIRE |
| To: | Nerses V Office of Nuclear Reactor Regulation |
| References | |
| NUDOCS 8410030392 | |
| Download: ML20098F798 (93) | |
Text
. _ _.
MI William B.Denickson Senior Vice President Nuclear Energy PubEc Service of New Hampshire New Hampshire Yankee Division September 27, 1984 Mr. Victor herses, Project Manager Licensing Branch No. 3 Division of Licensing U. S. Nuclear Regulatory Comission Washington, DC 20555
Dear Mr. Nerses:
As requested, attached are copies of the following items:
1.
New Hampshire Public Utilities Commission Press Release dated September 21, 1986, 2.
Interim Agreement To Preserve And Protect The Assets Of And Investment In The New Hampshire Nuclear Units dated April 27, 1984.
3.
Agreement For Seabrook Project Disbursing Agent dated May 23, 1984, and 4.
Resolution For Transfer Of Managing Agent Responsibility dated June 23, 1984.
Sincerely,
/?h W. B. Derrickson WBD:bes-Enclosures
~
0 8410030392 840927 PDR ADOCK 05000443 0
I PDR
' P.O. Box 300 Seabrook,NHO3874 Telephone (603)474-9521
\\
. e.
- . 1 -
STATE OF NEW HAAIPSIGRE pow m aneoumer I
Tat WIB 271-3431 tan n assoes.
Vem J,Issmese PUSUC UTREES COGARNS$10M 5 Gd Suncock Road Concord 03301 e
Septesber 21.-1984 PRESS RELEASE l
Today the New Haseshire Public Utilities Commission (PUC) conditionally approved a $425 million financing request filed by I
the Public Service Conpany of New Hampshire (PSMH) on Joe 29, 1984 I
The order, by Special Cosadssioner John N. Hassikas and l
l Presiding Offiar Vincent J. Iacopino, granted the petition ssject l
tc five conditions:
l L Pslic Service Company of New Hampshire must file sonthly with this Cosmission a detailed state-j ment, duly sworn to by its Treasurer, or Assistant Treasuntr, showi g the disposition of the proceeds l
n i
of the securities being authorized until the expenditure of the whole of said procr-eds shall have been fully accounted for.
l 2.
P&lic Service Company of flew Haneshire is prohibited from spending or contributing cash,for the purpose of constructing Seabrook at a level that l
exceeds 35.56942% of 55.000,000 per week until specifically authorized by a further order issued by this Commission in DF 84-200.
3.
Public Service Company of New Hampshire may service Seerook related debt and accrue Seabrook related AFUDC at current levels until an order is issued in DF 84-200.
9 O
w.
g
'_ ~.. _
_y whir %2meltsi-%ed& W*
W
~
... - _, _ ~ _. _, _.. _ _ -..
s n.
PIE 55 ELEASE Septamber 21,1984 4.
Public Servica Corsany of Not Heapshim is prohibited fring accruing Seabrook MIX)C or servicing Seabmok mlated debt after the issuance of the Consission's Order in DF 84-200 unless specific authort?ation is contined in that oriter.
5.
Public Service Company of New Naupshire is prohibtted from declaring or paying preferred and rannon stock dividends unless such a declaration or l
' nayment is specifically authorized by further order of this Comstssion.
The P5NH petition was previously approved by the PUC on l
August 28, 1984 but was runanded by the New Hampshire Supreme Court l
on appeal by an interrenor. As a result of the appeal. the Governor l
and Council appointed a Special Consilssioner. John N. Nassikas, to
~
decide the case with Commissioners Iacopino and Aesch11 man, i
The Court upheld the PUC on the issue of proper scope of the proceedings. Accordingly, as part of today's order, the PUC l
reinstated its prior order on scope.
l l
Commissioner Anschliman dissented essentially readoptir.g l
her dissent from the prior PUC approval order.
l For further information, please contact Idynn E. Arnold.
Executive Director and Secretary, or Larry Smukler, General Counsel, at the Pelic Utilities Commission at (603) 271-2431.
l 4
b e
e v
M%M *sWM'
~~
o CorJFoe.t.O Cgf z $* W e
e 4'
INTERIM AGREEMENT TO PRESERVE AND PROTECT THE A
~OF AND INVESTMENT IN THE NEW HAMPSHIRE NUCLEAR
\\
the assets of This Agreement to preserve and protect and' investment in the New Hampshire Nuclear Units (the
- 1984, is made as of the 27th day of April, "Seabrook Project")
by and among The United Illuminating Company, Bangor Hydro-Electric Company, Central Maine Power Company, Central Vermont Public-Service Corporation, Canal Electric Company (successor
)
The
-in interest to New Bedford Gas and Edison Light Company.
i Connecticut Light and Power Company, Fitchburg Gas & Electric f_
~
~
Maine Public Light Company, Hudson Light & Power Department.
I Service Company, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company,.New England Power Company, Inc.. Taunton Municipal
'New Hampshire Electric Cooperative, and Vermont Electric Generation and Trans-
.., Lighting Plant,
~
and Public mission Cooperative, Inc. (the' " Participants")
- -Service Company of New Hampshire ("PSNH").and Yankee Atomic c
+
Electric company ("Yankoe").
WITNESSETH THAT:
the Participants.and PSNH are parties to the
- WHEREAS, d
ion of g.
Agreement for Joint Ownership, Construction and Operat j
1973, as. hereto-I 'New Hampshire Nuc? car Units made as of May 1, t
ts dated May 24, 1974,
. fore amended by the. Amendatory Agreemen t-cc:kLR Tbg I
l DPff P.udm ;
JUL 2 gg gpif
- A,*p' i
Swas y@8
[
- l
v frI [
. n..
June 21. 1974, September 25.-1974. October 25, 1974 January 31, 1975', April _18, 1979, April 25, 1979, June 8, 1979, October 11, 1979,- December 15, 1979 June 16, 1980 December 31, 1980, and and June 1 1982 (the " Joint Ownership Agreement");
WHEREAS, PSNH owns 35.56942 percent of the Seabrook Project and is'not paying its full portion of construction costs; and l.
the Participants intend, with the consent of
'WHEREAS, their agent for to make Yankee, rather than PSNH,
- PSNH, i.
receiving and handling payments for construction costs at the Seabrook Project:--cnd WHEREAS,' construction work at the-Seabrook Project has been suspended, and the Participants deem it necessary, and prudent to preserve and protect the assets of and their invest-in the Seabrook Project for a limited period of time.
- ment
'NOW,LTHEREFCRE, the parties agree as follows:
F.
1.
Apoointment of Yankee as Agent for the_ -
V.
~ ' '
l' j;
., Participants.
i Yankee to act as 1.1
.The Participants hereby appo nt k
hereby
.their agent under the terms of this Agreement and Yan ee g"..
?
9 PSNH consents to this appointment.
accepts this appointment.
Char ~acterization of the Relationshio of Yankee m
2.
l
'PSNH.'and the Participants under this Agreement _.
.f :
the parties agree For purposes of this Agreement, i
2.1 j
7 for the Participants and not that:
Yankee shall act as agent
.... for PSNH; Yankee shall be governed by instructions l
as agent
(
i i
1 2
}
)-
e, se
'e received from the Particip, ants' Executive Committee described i
f on behalf of in paragraph 8 below (the " Executive Committee")
any action the Participants; PSNH shall have no power to direct by Yankee with respect to its performance of this Agreement; PSNH agrees that Yankee may act as' authorized in this Agreement and may do so as agent for the Participants and not for PSNH.
In the event of any conflict between the provisions of this j_
to which
',ent and the provisions of any other agreement
- j:
the provisions of this Agree-and PSNH may be parties, 4
Yankee
~
J ment shall prevail, the parties Upon the execution of this Agreement, 2.2 i
shall take all necec:.ary steps to terminate the existing escrow i
account at The First National Bank of Boston, and to dissolve f Boston, the escrow arrangement with The First National Bank o 1984.
= which was established on or about April 2,
.c through its chief executive officer, 2.3 PSNH shall, sign a letter in the form attached as Exhibit A to thi.s Agree-j and PSNH agrees to deliver or mail such letter as soon as M4
.., ment, 1984 to every
. possible and in any event no later than May 2, k
supplier of services, materials, and equipment for the Seabroo
(
3 11 Project.
it will take all other PSNH further agrees that s
i i ies necessary steps to accomplish the suspension of.all act v t N
the assets and investment
- _not necessary.to preserve and protect O
below and of. the Participants as described in paragraph 3.l(c)
~
a k
9 will _take no action whatsoever with regard to the Seabroo ii ts, that would in any way be binding on the Part c pan
.i
- Project 7
4W 55'
c:::pt f or actions nocacsary to acconpIlah the purposos of 9
(
s
,Ic
[
pt:rsgtspb 3.1(c) *>olov, without weltton authorization of tbs I
t l
E Ceccutivo Coraittoo.
3.
E2ti~t ud pinhts of "Th1 Partint, r
I Yonkoa chall porfora Gutios establichod froa tine 3,1 l
i tbs to tlca by the participants. iceluding without linitat on, 5
h,
[.
~,
folicving:
(th's l
b Yankoe shall establich an account l
(a) f
)
' Account *) oc a boat or trust compoor having its principal i
?
f cffice cod placo of bosiaocs in oce of the How England states.
o' i
l
- 000, havicg a coa'.>ined capital and surplus of at loaot $10,000, s
I
)
which is subjoet to suporvision or examination by fedotal or 3
I Yankse k
i, state authority, and Uhich is not a creditor of PStat.
l shall 400o20% into the Account any nonios it rocalvos from fJh,.l providad, howver, to the Particip4 cts under this,hrroe.nsnt; e
extent such nonies are not insinontly required to nata 0
'f disbursenents pursuant to Paragraph 3,1(c) below, Yank h
auch nonios for the account to the extent, practicable, inveat i
t 0
,~
Any gain from of Participants in U.5, govetanent securities.
investnoc*. or interott accruing in the Account shall be deposited with the nonies in the Account and credited pig, I
~
p to the Participants.
[
On the basis of the budgot approved by the (b)
Executive Coanittee purauant to Pacaptaph 3.l(c), Yanxo
[
,L Each Patticipant i'
invoice the Participants on a weekly basis.
The RIA
..i agrees to pay Yankee its tr.2 rac-a share of such costs.
~
t tata share of each Participant shzil be determined by cale
- 4. -
lug the ratie of thf Participant's Ownership Share of the i
,\\
Lv
_9, b r(*
r Seabrook Project'to the sum of the Ownership Shares of all of the Participar.ts.
PSNH's Senior Vice President - Nuclear (c) recommended levels of activity and budgets Energy shall present based on a supporting list of invoi~ces and work plans for the i h meet the criteria set forth
. Week-for the Seabrook Project wh c below, to the Executive Committee on the dates and for the t'
weeks indicated below:
Budcet Week Commencine Date_
^
a April 30 i
April 27 May 7 May 2 May 14 May 9 The Executive Committee shall review and approve each such or reduce or increase such weekly level of activity.and budget, and notify level or the aggregate dollar amount of such budget,
. ~.
of the Executive Committee's such Senior Vice President y
later than 5:00 P.M. on the day determinations, by not i ity and budget 7following the date on which'the level of act v
{
recommendations are submitted, of the level and aggregate
,,. dollar amount approved for such week; provided, however, that v
[-
i the activities and budget shall be limited t*o those expend -
{
the Participants' assets 9
turds required to preserve and protect f
in accordance with the in the Seabrook Project
~
and investment in The Executive. committee, criteria set.forth.below.
of PSNH. shall.also
. consultation with the senior management
~
review the criteria each week and make recommendations.t 6.
least fifty-one percent (51%)
3 Upon a vote of at f,
,' Participants.
h',
f,
-s S
s,'
.c
.r. ?
.r, r,
the critoria listed as 1 of'the-Participants' Ownership Shares, In such event, PSNH shall through 8 below may be modified..
cause immediate written-. notification to all suppliers whose work is-affected by the modification.
Yankee shall disburse monies in accordance with approved by the the weekly level of-activities and budget to pay only costs incutred Executive Committee from the Account for work performed under the' direction of PSNH's Senior Vice President - Nuclear. Energy in connection with the Seabrook the following criteria, which limit B
Project that m'eet is in effect to those
- expenditure's while this Agreement the Participants'. assets and required to preserve and protect i
in the Seabrook Project:
-investment i
- 1. Security'of the Seabrook Project:
- 2. Maintenance necessary to preserve and 7
protect equipment and plant:
- 3. Documentation of the status of Unit 1:
- 4. Quality assurance a.nd quality control documentation required to maintain the integrity of the Seabrook Project:
~
'9 S. Limited engineering required to preserve the
(
W option of proceeding with Unit 1:
- 6. Continuation of work under.any supply or purchase order if it is contract
(
of suspens' ion would 4
determined that the cost exceed the cost of completion;
[.
q
~jj n,:
j-Ij 4
ea
~
r; e
r
- 7. Expanditures authorized in writing by the o
Executive Committee necessary to preserve the Seabrook Project; and protect E
and administrative services
- 8. Site support v
necessary to support the preceding criteria.
y Expenditures that might. avoid increased costs or the preceding criteria.
delay shall not be made unless they moet l
On a daily basis, PSNH &ad/or United (d)
Inc. ("UE&C") shall present to i
Engineers and Constructors, Yankee a certificate signed by an officer or authorized agent t
of PSNH and/or UE&C certifying:
(1) the amount'of payments to sj the work performed within the scope of the N
be made and (2) that 4
the criteria established in approved weekly budget meet Such certificate shall include copies of all Paragraph 3.l(c).
When UE&C or PSNH submits these
, supporting bills and invoices.
Yankee chall review them and bills or invoices for payment.
i Committee for approval
.~biing to.the attention of the Execut ve U-3 i h Yankee believes does not
.or rejection any bill or invcice wh c.
^=
j After meet the criteria established in paragraph 3.1(c).
p d~
following those procedures. Yankee shall pay the approved bills 13 j
and invoices from the Account directly to the creditor.
1.
Yankee shall maintain records of all (e) investments, certificates, and disbursements, and
- h
- deposits, concerning the same to the, d
shall make a weekly report Yankee shall make its records hvailable f
Participants and PSNH.
~
%i reasonable times for examination by an g'
at its officos at i
g
... q 2
a F^
idL
c
.r' t,
t or other representa-certified public accountant independent f the Partici-as designated by a majority in interest
- tive, l
the h
Such examination shall be at pants requesting the audit.
ll expense of the Participants requesting the examination.
PSNH shall continue.to provide accounting (f) reports to the Participants as in the past.
Yankee shall be compensated at cost for its 3.2 services under this Agreement and shall bill the Participants in
'for its services separately from the invoices described Each Participant shall pay its gro rata _
]
paragraph 3.l(b).
of such share (determined as provided in Paragraph 3.1(b))
bills.
or Resicnation of Yankee and Accointment 4.
Removal of Successor _.
Yankee may resign at Any time by giving'seven 4.1 days' prior written notice thereof to each of the Participants Such resignation shall become effective on the date
.and PSNH.
specified in the notice or upon the appointment of a succersor.
a.
1 least fifty-o'ne per
'whichever is earlier.
Upon a vote of at 0
of the Participants' Ownership Shares, the cent (51%)
Pargicipants may at any time remove Yankee with or without cause upon seven days' prict written notice.
Such removal In shall become effective ca the date specified in the notice.
(j(
chall be entitled the event of resignation or removal, Yankee ki
]
t until the to compensation under Paragraph-3.2 of this Agreemen j
In the event Yankee removal.
,-ef f ective date of resignation or agj-N 4
o' 8
ns z-m:
y i.,
e the Participants shall uso their best resigns or is removed, efforts to appoint a successor upon a vote of at least fifty-of the Particip' ants' Ownership Shares.
Any one percent (51%)
shall execute an instrument accepting such successor agent appointment and shall thereupon become vested with all
~
properties, rights, powers, and duties.of Yankee, as if I
originally named herein.
Yankee shall duly assign, transfer, all records, property, and and deliver to the successor agent money held by it hereunder, provided that Yankee may retain copies of such records.
5._
Liability and Indemnification.
Yankee shall not be responsible for the i
5.1 1
genuineness of any signature and may rely conclusively upon, and shall be protected in acting upon, any certificate, notice,
~
or other instrument believed by it g
consent, statement
,, request, l
The in good faith to.be duly authorized and properly made.
duties and' obligations of Yankee hereunder shall be governed Neither Yankee nor solely by the provisions of this Agreement._
its officers or employees shall be liable to any other party to
(
A incidental, indirect, this Agreement for. claims for direct, p
including but not consequential or other damages of any nature, damages for loss of anticipated profits, loss of limited to, loss by reason of construction shutdown or use'of revenue, connected with or resulting interruption. and cost of_ capital, n
in the
.from the performance of this Agreement by Yankee, except In addition, the Participants,
-event of_ willful misconduct.
~
?
L 9
A
I
.f.
,~%
jointly,or jointly and soverally (in accord-l
-severally and not ance with their respective pro _ rata shares as specified in Paragraph 3.l(b)), agree to defend. indemnify and hold Yankee all losses, and its officers and employees harmless against F-and xpenses (including reasondble counsel fees) li
.c a ms, e resulting from Yankee's willful misconduct liabilities not imposed or incurred in connection with
)
which may be asserted, i
including
'the performance of its. responsibilities hereunder, Yankee shall not any litigaqion arising from the foregoing.
~
its have'any duty to use its owa funds in carrying out C
' responsibilities under this Agreement.
i The F3NH Senior Vice President - Nuclear Energy s
5.2 be liable individually to any other party to this shall not incidental, indirect, Agreement for claims for direct, including but not
-1 consequential cr other damages of any nature',
damages for. loss of anticipated profits, loss of limited.to, loss by reason of construction shutdown or use of revenue, of the of capital, arising out f
j.
. interruption, and cost in the event of h
except performance of this Agreement by.im, the Participants and PSNH.
willful misconduct.
In addition, l_
jointly or jointly and severally (pro rata i
1 severally and not k
according to their respective Ownership Shares in the Seabroo q,
indemnify and hol ' him individually
(-f '
Project).-agree to defend,
- harmless against all losscs, claims. expenses (including and liabilitiet not resulting from reasonable counsel fees),
imposed or
' his willful misconduct whi*ch may be asserted, j.
t-
.2 2
10
'I c.
incurred arising out of the performance of its responsibilities including any. litigation arising from the foregoing.
L hereunder, Non-Waiv'er of Richts and Claims of Participants..
I 6.
1 '. '
Nothing herein shall be. construed to relieve or 6.1 its Ownership Share limit-the obligation of PSNH to contribut3 i
to perform all of its of the costs of the Seabrook
.oject and forth in the Joint Ownership Agreement.
other obligations set The Participants are not agreeing to make a loan to PSNH, or agreeing to guarantee any of the obligations of PSNH described or other-in the Joint Ownership Agreement.
in this Agreement, create wise.
The parties agree that this Agreement does not of the obligation, or liability on the part any commitment, Participants to make payments respecting the Seabrook Project and approved in other than those described in Paragraph 3.1(c)
The parties further agree that by making l$
Owriting by Yankee.
electing at this time by this payments the Participants are not Agreement to treat monies provided hereunder as advances or
(
~
3 under Paragraph 33.1 of the
, increase their Ovnerrhip Shares and that PSNH shall Joint Ownership Agreement or otherwise, remain liable in accordance with the Joint Ownership Agreament
.)
f all to reimburse the Participants for its Ownership Share o monie3' paid pursuant to this Agreement.
to the contrary 6.2. Anything in this Agreement this Agreement is made notwithstanding, the parties agree that constitute a waiver'of, any without prejudice to, and does not I
remedies, which any party I
rights or claims or any election of 2
.3 11 r
,9
.. ~
any other may now have or may in the, future have against i
acknowledge and agree that party.
The parties reprasent.
Participants are making payments as provided in this Agreement on an interim and emergency basis solely to preserve and in the'Seabrook Project.
protect their own investment 7.
Termination.
shall terminate 21 days after the 7.1 This Agreement date of execution; provided. however, that the term of this may be shortened or extended up to an additional 21 Agreement least fifty-one percent days by vote of Participants owning at of the Participants' Cwnership Shares.
(51%)
7.2 Any Participant may terminate its obligations to to this Agreement and withdraw make further payments pursuant as a Participant hereunder, upon the first Saturday after the d
, seventh day after written notice of such ternination an withdrawal shall have been received by every other Participant.
via hand delivery or
.! ankee, and PSNH (the "Other Parties"),
Y of suct Within three days of receipt
.telecopy transmission.
notice of termination and withdrawal, any other Participant to terminate its obligation to make shall have the right
?
and likewise withdraw as a payments under this Agreement as of the same effective date as
-Participant hereunder, termination and applicable to the original notice of a
by giving notice of its termination and withdrawal, withdrawal, to the Other Parties in the form within such three day period, the and manner prescribed above.
Upon such effective date, 1
e 12
r Participants electing to terminate and withdraw in accordance with this Paragraph 7.2 shall cease to be Participants under
~this Agreement. and their Ownership Shares shall thereafter not be counted for voting or any other purposes under this n
Agreement.
7.3 Each Participant, in the case of termination of and each Participant this~ Agreement under Paragraph 7.1, shall remain terminating and withdrawing under Paragraph 7.2, i
liable to pay its ownership Share of the costs under this Ag: cement which have accrued prior to the effective date of or the Participant's termination termination of this Agreement, and withdrawal, as the case may be, even if such accrued costs are not billed or assessed prior to any such effective date.
~
Upon. termination of this Agreement, any monies remaining in the shall be returned to the then remaining Participants in Account of this the proportions described in Paragraph 3.1(b)
' ' Agreement, subject to the retention of reasonable amounts, as r
to pay costs under this Agreement which determined by Yankee, shall have accrued prior to the date of the termination of this J
Agre'ement.
9
~ Executive Committee of Particioants.
(
l 8.
The Participants have hereby authorized an 8.1 Executive Committee to work on their behalf to preserve and e
protect their investment in the Seabrook Project.
The Partici-
~
' pants hereby authorize the Executive Commi; tee to provide
' direction to Yankee in the fulfillment of its responsibilities i
i
/
13
'r' Yankee agrees that it will operate under under this-Agreement.
Neither the the direction of the Executive Committee.
nor any employer of Executive Committee nor any member thereof, or employee of such member agent any member; nor any affiliate, for or. employer, shall be liable to any' party to this Agreement indirect, conseqdential or other claims for direct.. incidental, 3
including but not limited to, damages damages of any nature, loss of use of revenues, loss for loss of anticipated profits, d cost
- by reason of construction shutdown or interruptions, an of capital. connected with or resulting from the performance of ber this Agreement by the Executive Committee or by any mem
- thereof or by any employer of any member or any affiliate, in the or employee of such member or employer, except agent In addition, the Participants, event of willful misconduct.
jointly or jointif and severally (in d not
,, severally an accordance with their respective pro rata _ shares as specified
'in ' Paragraph 3.l(b)), agree to defend, indemnify and hold.the Executive Committee, each member thereof and each of the other f
persons or entities' referred to in the preceding sentence, harmless against all losses, claims, expenses (including 9
and liabilities, not resulting from reasonable counsel fees)~,
which may be asserted, imposed E
his'or their wilful misconduct, "t e r < ' '
' -nna'c*. ion with the performance of his or its
'ncluding any litigation arising I
L p
14 k
~]
- a 9.
. Mi s c e l l a n e ous_. -
all obligations of 9.1.'Under this. Interim Agreement, l
t the-parties are several, and not joint or joint and several.
l The Participants' several liability shall be-determined in cata shares:'as specified in Paragraph accordance with their pro I
Any contract or agreement with any third party entered
- 3.1(b).
into by Yankee or PSNH on behalf of the Participants shall meet forth in Paragraph 2.3 and specify such i:
the standards set obligations.
several nature of the Participants' is made under and shall be 9.2 This Agreement governed by the local laws of the Commonwealth of Massachuscets.
No action, regardless of form, arising out of 9.3 this Agreement may be brought by any party hereto more than two years-after the cause of action has arisen.
any clause or prevision of this 9.4 In the event that
[
shall be declared invalid or c
I Itgreement, or any part thereof, I
i unenforceable by any regulatory body or court hav ng i
unenf'orceability shall not
.. jurisdiction, such invalidity cu:
validity or enforceability of.the remaining portions i
a Treement.
providing for All provisions of this Agreement 9.5 liability shall apply to lici-tion of, or protection against, and the full extent permitted by law, and regardless of fault,
' shall survive termination of this Agreement pursuant to e,
.I
~
any termination and withdrawal of any Paragraph 7.1, or any cancel'lation.
to Paragraph 7.2, s
Participant pursuant r
I 15 a.
y,
c..
u-f
.w.
9.6 Thi's Agreem,ent is not intended, and shall not be to create or acknowledge any rights in favor of construed, other than persons that'are not parties to this Agreement, those'specifically set forth in Paragraph 5.2.
Lr may Any number of counterparts of this Agreement 9 ~. 7 be executed and each shall have the same force and effect as the original.
is the act and obligation of the g 9.8 This Agreement parties-hereto in their corporate capacities, and any claim
- employee, hereunder against any shareholder, director, officer, is expressly waived.
or agent of any. party, as such, This Agreement shall only become effective upon 9.9 and Yankee.
execution by all Participants
- PSNH, i.
each of the undersigned has caused IN WITNESS WHEBEOF, to be signed by an authorized officer and itr this-Agreement respective seal to be affixed hereto on the date indicated', but
.as of the date first above written.
PUBLIC SERVICE COMPANY OF WITNESS:
LM Dy:r y
Its President April 30, 1984 Date:
P e -
>=a J
g A
4 i
J:
1
p.-
O.
4.
- .*;l.
,e THE-UNITED ILLUMINATING COMPANY '-
s-i
//,
By:
h
~
us hairman and Chief Execur v$ dFF4cer I
Date April 30, 1984 4
MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY g
o F.
I By:_
j:
Its Date NEW ENGLAND POWER COMPANY i
By:
Its Je Date CENTRAL MAINE POWER COMPANY
-s 9
By:
H Its 4k j
Date
']^.
2 1
4 by
.:n -
A
.'..*?
~
- d.,.
m' 17
f-
~
s
/
.L THE UNITED ILLUMINATING COMPANY
~
s, By:
Its 4
.e
~
Date t
f.
I MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY i
(.
t' b"
I s'
By:
Its
- E Date NEW ENGLAND POWER COMPANY ye f
By:
~
its Date
..(
-h.
i' i
CENTRAL MAINE POWER COMPANY By:
~
4; s
Its
?
Date Q
l$.;
1.
?&
i.
e
,t-s 17 r:
s
-m
m r.-
.m 3:
e: g 3,.
wy It'- 7 '
a.
THE UNITED ILLUMINATING COMPANY'
.. -j yr
..t.
eg By:
Its
[
/
4 -
[,,
2 Datel_
i MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY t,
c By:
i
.5 Its A
Date 1,
n
>l; NEW ENGLAND POWER COMPANY I
g e
g'y : ffs) y b t[
AY
}NYNU kiM Its O
Da te_k r
/
J u
i i.
e
- (
E 4(
j
-CENTRAL'MAINExPOWER COMPANY i --
. (.
.-(
9
.. L+. -
.o...+
77, r-p Date Ml..
-N.
y, 4: -
.r (je -
t i,
"r b
IY g.i
\\
i i
c.,
f' 17 (L -
ihl D
C #gt
.e
~
.:...n Ws :
.THE UNITED ILLUMINATING CO!8PANY
-t By:
Its Date MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY By:_.
Its
[:L 7.
r Date t.
f NEW ENGLAND POWER COMPANY 2
P.q By:'
c=
Its
>l Date V;
).
b.
CENTRAL MAINE POWER COMPANY v
>3:.
- <l-b;-
p
/ bN By: _
/3"e
(#_ +
(President and Chief Executive Offic fj.
Its Date_ April 30, 1984 i.-
(t.
s k'
3-e g.
yl.
t 17 c.
1-
.c
- ..r.
.0,
.'s w THE CONNECTICUT LIGHT AND POWER COMPAFY h
[
^^v
- T
~
By:
/
Its_ N "t N SA dM W
/Y Date' V
3 CANAL ELECTRIC COMPANY e
By:
Its 7'
N Date
,j 2
MONTAUP ELECTRIC COMPANY
~
-3
~
By:
Its Date O
f BANGOR HYDRO-ELECTRIC COMPANY
- a p
I l
By:
Its 3
Date ad y
?.i _
- 5 t
4
_k O
e 9
A
~
18 L
4 THE CONNECTICUT LIGHT AND POWER COMPANY By:
La Its
-Date CANAL ELECTRIC COMPANY f
7
/.
1 V'.b! bed J Y Y n
El//
inn ~
By:
iur,,
ad" 1J6isLsa sus Date,ksn'/fG,, /92 4-5' y
MONTAUP ELECTRIC COMPANY By:_
Its Date 9
u.
BANGOR' HYDRO-ELECTRIC COMPANY 6
4, s
By:
~4 5-Its_
W o.
Date
,a-Nh
() ~ '
y li '.
n g
18 hl'
THE CONNECTICUT LIGHT AND POWER COMPANY By : _
Its Date t
CANAL ELECTRIC COMPANY F' -
3 1
c.
D,~
By:
I Its k
Date f'
MONTAUP ELECTRIC COMPANY JJ m.- /
Sy L
hs.241 bis Its
~'
Date, A w j) 3 0, /Y $ $.
~
. - ~
BANGOR HYDRO-ELECTRIC COMPANY R-i By:
V Its
~
i Date p-t.
'Y.
t*
i
.J ~
gg j
1
g.
- o
,, i I
tr,.*.
l i
-7 THE CONNECTICUT LIGHT AND i
POWER COMPANY 1
j.,
e By:
r-Its l
Date 1
i CANAL ELECTRIC COMPANY v'
~
By:
+
'Its
- t-I Date j'
MONTAUP ELECTRIC COMPANY
~
By:_
Its L' '
Date BANGOR HYDRO-ELECTRIC _ COMPANY g'
hw ta By:
" ~
r 1t, LO Date 6l A:
'e b
l' 18 iy.
x i
...s.
.c NEW HAMP'111RE ELECTRIC COOPERATIVE, INC.
/hffsTJ,
hd/
By : __
w as
[
Its President Date May 1,1984 CENTRAL VERMONT PUBLIC SERVICE i
CORPORATION
,l 0
T-.
I-r By:
i:
Its 3.
1e Date
- [
MAINE PUBLIC SERVICE COMPANY
~
EY: _
Its 4
Date
'i i.1 FITCHBUltG GAS AND ELECTRIC
.1 A
LIGHT COMPANY
' t' 4
.t O
By
- j Its Date i-k.
A J.
-3
+
=;.
il d
.J t
ld 19
-f 1=
,7
.: o, +.,_
.* e*
NEW HAMPSIIIRE ELECTRIC COOPERATIVE. INC.
Dy:'
Its Date l
{
CENTRAL VERMONT PUBLIC SERVICE t-CORPORATION 0
ALA d 4
By:
Griffi]nChiefExed.\\
8/ 8'
_-8
{
es E.
Officer Its P e ident &
V May 8, 1984 Date MAINE PUBLIC SERVICE COMPAI!Y N
By':
Its Date Q.
P FITCHBURG GAS AND ELECTRIC d
LIGHT COMPANY
{
(i '
By:
n:
M Its
[
.a.
Date
+
It
. ~ ~
.J "
~>
~
13
'a S t
.- e..
NEW HAMPSHIP.E ELECTRIC
- k COOPERATIVE, INC.
By:_
- Itn, Date CENTRAL VERMONT PUBLIC SNRVICE CORPORATION c.
.By: _
1 Its_
Date
' ~
MAINE PUBLIC SERVICE COMPANY
"' By ' _
Its Presider,t April 30, 1984 pate FITCHBURG GAS AND ELECTRIC LIGHT COMPANY l.
By: _
s, -
Its Date t
8 9
O
.r
+
2 19 u
- x _.. -
- r e
- ~
NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC.
'By:
Its Date
(
CENTRAL VERMONT PUBLIC SERVICE CORPORATION c
By:
Its I
Date__
MAINE PUBLIC SERVICE COMPANY
~
By:_
-Its Date FITCHBURG GAS AND ELECTRIC LIGHT COMPANY w.,
l (}yzi
~
if L
, n' BY:
~ -
~'
/
L
/
Its_ President April 30, 1984 Date r.,'
k 6
1 19
m e-
/1. :/t,.
- f VERMONT EI.ECTRIC GENERATION AND INC.
TRANSMISSION COOPERATIVE.
m N fj),_ h f fsL, By :_ l4
^
hM Its Vice-Preside t & Exec tve Manannt Da t e_Ap ril 30, 1984 TAUNTON MUNICIPAL LIGHTING PLANT
.h o
By:_
Its Date LIGHT & POWER DEPARTMENT HUDSO::
Glum
.,By : _-
Its Date.
YANKEE ATOMIC ELECTRIC COMPANY BY:_
l.,
Its__
m 3-Date _.___
c e #
J-20 u
~
U-VERMONT ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE. INC.
By:
J e,.
Its i,
Date TAUNTON MUNICIPAL LIGHTING PLANT
. JQh md(,
By:
ak ii'l 't
/
ge ral Mana er Its_.
~
April 30, 1984 Date HUDSON LIGHT & POWER DEPARTMENT
. By:
Its
-Date YANKEE ATOMIC ELECTRIC COMPANY BY:
Its Date O
b g
- 0
- c.
.e
.m-
__g~
r-
,,w:
VERMONT ELECTRIC GENERATION ANI' INC.
TRANSMISSION COOPERATIVE.
By:
Its Date-
.TAUNTON MUNICIPAL LIGHTING PLANT
(
By:_
i-Its__
.a.
Date HUDSON LIGHT & POWER DEPARTMENT thit, nsd
/dur7U Br: AbnX A'M I
^'
Its__ ' hA A/A CCK 50 > l?Y Date_ /YAd/ L YANKEE ATOMIC ELECTRIC COMPANY BY:
1 Its Date Q
e e
9 20 u-
pZr X.
g;
,... ' ' j..r -
a.
1-VERMONT ELECTRIC GENERATION AND INC.
TRANSMISSION CCOPERATIVE,
'z
,.I I
By:_
ti Its__
Date n
i, -l TAUNTON MUNICIPAL LIGHTINC PLANT
-d By:
h
Its Date_
HUDSON LIGHT & POWER DEPARTMENT By: _
Its_
0-Date__
YANKEE ATOMIC ELECTRIC COMPANY 4
- g f
zbM l' 9~8#"~
lQLLY a
% i, m?y
,,,e
/
..+
- p y
- 4. '
~zt.
~
t.
g ipp 20 tjl D
w
..e I
=.
State of New Hampshire County of Hillsborough _
The foregoing instrument was acknowledged before me R. J. Harrison this. 30th iday of April,.1984, by _
_of Public-Service Company of New i
f President on behalf of the New Hampshire corporation, Hampshire, a h, '
corporation.
Notary Public My Connission Expires July 2, 1985 1-State of Connecticut 4
-County of
. ~ '
)
The foregoing instrument was acknowledged before me 5,
this day of April, 1984, by _
of The United Illuminating Company, a Connecticut corporation, on behalf of the corpcration.
L 3.
ld Commonwealth of Massachusetts 1
County of
(
The foregoing instrument was acknowledged before me this day of April, 1984 by _ _
1 of Massachusetts Municipal Wholesale
?,
g.
Electric Company, a Massachusetts corporation, on behalf of the
- iT 4
b1!'t corporation.
'1 3
+
i
~
.2 21 9
s.
e
- *T
.',i 4-State.of New Hampshire County..of The foregoing instrument was acknowledged before me Tre this __
day of April, 1984, by _
_of Public Service Company of New Hampshire, a New-Hampshire corporation, on behalf of the-corporation'.
0 j-State of Connecticut
' County ' of _ New Haven
}
The foregoing instrument was acknowledged before ;ae 5-JOHN D. FASSETT this 30th day of April, 1984, by Chairman and Chief
_ of The United. Illuminating Company, a Executive Offic.er i:onnecticut corporation, on behalf of the corporation.
h' William A. Elder II i
- Notary Public ' [,
March 31, 1985' My comissica expires:
I Commonwealth of Massachusetts g
. County of _
The foregoing instrument was acknowledged before me t_
1 this
_ day of Apcil, 1984 by __
Wholesale
.._ of Massachusetts Municipal l-slectric Company.-a Massachusetts corporation, on behalf of
- u lj.'
corporation, s
L 4
em. _
t I
21 t
f -,
(.
~
r-
..e State;of New Hampshire
. County of_
The foregoing instrument was acknowledged before me P
i) this: _ _ _ day.of April, 1984, by. _
.of Public Service Company of New f~
Harapshire,. a --New Hampshire corporation, on behalf of the
~'
'-j f
1 corporation..
g a
G y;
~
i
' state of Connecticut County of g.
- The foregoing instrument was acknowledged before me t
b_.
this
. day of April, 1984, by of The U,nited Illuminating Company, a
~
' Connecticut corporation, on behalf of the corporation.
t
,3 6e i.
m Commentfoalth cf Massachusetts
~
= County of \\derc.c h The foregoing, instrument was acknowledged before mc N.
~4,_ day of @m 1984 by 9 schede W T>pm y
e+-
this
_.of Massachusetts Municipal Wholesale
,i.
fd ~ '
_ Electric Company, a Massachusetts corporation, on behalf of the
~
?
' corporation.
n V,'f
[
q C '> p ~ C
~~
d U, Y'<v s' d t*.v, Megh.h y
n C v ws %
4I31 %
% secn,sqi%
i 21 s,a M-u
p
'e
.-f Commonwealth. f'Matsach'usetts County of
- 6 The. foregoing instrument was acknowledged before me
[ b. n(&>v this '8d ay of April, 1984, by _
M of New England Power Com ny, a Massachusettr corporation, on behalf of the corporation.
.9 1 E
L f
State of Maine County of 3-The foregoing instrument was acknowledged before me this'
_ day of April, 1984, by of Centra 1 Maine Power Company,,a Maine corporation, on behalf of the corporation.
F-
~
State of Connecticut 4
County of __
j The foregoing instrumt$nt was acknowledged before me this _
-_ day of April, 1984. by P
4 of the Connecticut Light and s.
Power Company, a Connecticut corporation, on behalf of the a.
3 corporation.
W y
.o 22 l e1 J,
da
F, '....
Commonwealtn of Massachusetts County;cf The foregoing. instrument was acknowledged before me e
i this
._ day of April, 1984, by V
of New England Power Company 3
~
tion, on behalf of the corporation.
.M'assachusetts corpora B
=
('
s
+
t t
Ill P
State of MaineKennebec Coucty of The. foregoing instrument was acknowledged before me this ' _30th
. day of April, 1984, by TA, u n y,e cf Central Maine Power Company, a Maine President and CEO
/
- corporation, on behalf of the corporation
/
N'
/
/
{f~
..- ~
~
L/
/
\\... ',,
i-
. ' 'l ; I State of Connecticut I~
County of
- ).
The foregoing instrument was ach owledged before me Lc-
_ day of April, 1914, by this
_ of the Connecticut Light and 3-
.?;
corporation, on behalf of the
. :i.
Power Company, a Connecticut
" f, 1
'corporat!on.
J 1
.2 22 5
r :-.._
1:..,'.
h.I,. *
- U
- ~
Commonwealth of Massachusetts
~
. County of The foregoing instrument was acknowledged before me-this day of April, 1984, by of New England Power Companf, a behalf of the corporation.
Massachusetts' corporation, on c
l State of Maine
/
County of
~
The foregoing instrument was acknowledged before me
{
this
_ day of April, 1984, by of Central Maine Power Company, a Maine
~
~ corporation, on behalf.f the corporation.
State of Connecticut Ilartford l;
County'of 4
The foregoing instrument was acknowledged before me o
William B, Ellis this 30th
_ day of April, 1984, by of the Connecticut Light and Chairman a Connecticut corporation, on behalf of the
-Power Company, corporation, r
r l'
W.%
o
~ ' Walter F. Torrance, Jrk '
Notary Public i
My commission expires 3/31/86 f
a 22 i:
r N
2..
J Commonwealth of Massachusetts County of A,L JJ(m o, /
1 7
d before me
.The foregoing instrument was acknowledge k
sa.#A./ _,
--this.-74 day of April, 1984, by bea vNw !e ef of Canal Electric Company, a Massachusetts corporation, on behalf of the corporation.
t-
/s
/
~
,;/
,,. k
,i, /
'n ___
E~ / '/
,,y,yyyy
9
.n o
Commonwealth of Massachusetts F
County of acknowledged before me The foregoing inctrument was
~
this
_ day of April, 1984, by f.
of Montaup Electric Company, a ion.
-Massachusetts corporation, on behalf of the corporat I
f State of Maine g
County of The foregoing instrument was acknowledged before me
.t 3
_ day of April, 1984 by this _
of Dangor 11ydro-Electric Company, a Maine corporation, on behalf of the corporation.
3 Q
a y
23
.,i,,
.. ' i - % :S
,Commonwealtn of Massachusetts County of
.The foregoing instrument was acknowledged before me-
. s, this day of April,'1984, by of Canal Electric Company, a Massachusetts corporation, on behalf,of the corporation.
C
~ ~ "
- Commonwealth of Massachusetts
. County of Suffolk The foregoing instrument was acknowledged before me f
this 30th day of April, 1984, by John F. G. Eichorn. Jr.
President of Montaup Electric Company, a
(
Massachusetts corporation, on ber 'lf of the corporation.
Co. f. i.c 'll.t id o
N 6 ?, f s
,i no Notary Publick.
(
My Commission Expires November 9, 1990.
}').
s State ef Maine j-County of' The foregoing instrument was acknowledged before me o
{
this day of April, 1984 by of Bangor Hydro-Electric Company, a Maine 1
corporation, on behalf of the corporation.
J: -
sr
!'l s
(4 6
A 23 s
i
- h. b
m-s' c
.,g d
-e Commonwealth of Massachusetts
. County of The foregoing instrument was acknowledged before me
~this Iday of April, 1984, by.
of Canal Electric Company, a Massachusetts corporation, on behalf cf the corporation.
p Commonwealth of Massachusetts F
County of _
The foregoing instrument was acknowledged before me t
this day of April, 1984, by of Montaup Ele.ctric Company, a ssachusetts corporation, on behalf of the corporation.
?[ -
State of Maiq. e '\\ @f
~
County of P0ltdSS The foregoing instrument has acknowledged bc' ore me Ok W WW '
this,
day'of April, 1984 by of Bangor Hydro-Electric Company, a Maine GS OV corporation, on behalf of the corporation.
- f. -
? ?,' ' D gi v 0
a c,
g brd S.7 f
%g _WJ ca.n+ cp, of/n y
P J
23 I :
k
.c g^
' i ;..,
l -L :.s, s
-,J. **.
a-
~
State'of New Hampshire County of _ Merrimack _
d before me
.The-foregoing instrument was acknowledge May this 1st day of Apr-i-h 1984 by
'Jnmes J. pn ge
~
of New Hampshire Electric Cooperative, President-on behalf of the corporation.
a New Hampshire corporation, o
-l
_$W/q/1fo I
[ "otary Publicyo~ + mrr State-of. Vermont County,of -
The foregoing instrument was acknowledged before me 0
this.,____ day of April, 1984 by of' Central Vermont Public Service corporation, on behalf of the Corporation, a Vermont I
., corporation.
lG e
T re
?
-rs.
State of Maine Coupty of The t.oregoing instrument was acknowledged before me a.
,r
,2 this day of April, 1984 by of Maine Public Service Company, a Maine t
,P^
M b
corporation, on behalf of the corporation.
yp.
4 a
ps
' L'.
'?
s 24
{'
- .e -
e
',:fn.13
,.3 State'of New Hampshire
~
/ County'of The foregoing instrument was acknowledged before me this day of April, 1984 by _
of New Hampshire Electric Cooperative,
.?.
(
a New Hampshire ' corporation, on behalf of the corporation.
c State-of Vermont County'of.
Rutland The foregoing instrument was acknowledged before me 2!.
I May James E. Griffin, President and Chief 8th day of 140::bl. 1984 by this Executive Officer -
of., Centra 1 Vecmont Public Service on behalf of the Corporation ~, a Vermont corporation, t
corporation.
i b
f.
'kswfo ) $0.LL y
~
(/
'[
State of Maine County of _
p.
's The foregoing instrument was acknowledged before me this _
_ day of April, 1984 by of Maine Public Service Company, a Maine b
corporation, on behalf of the corporation
?
_e 4
S B
24 i+:
~
,g 9
.i
..e.
[..
' State of-New Hampshire-
~
County of
'The foregoing instrument was acknowledged before me.
0 t
this.-
day of April, 1984 by __
of New Hampshire Electric Cooperative, a New Hampshire corporation, on behalf of the corporatiori.
(
b:.4te of Vermont County of The foregoing instrument was acknowledged before me
~
this
_ day of April, 1984 by of.,entral-Vermont Public Service C
corporation, on behalf of the
' Corporation, a Vermont
., c o rpo ra t ion..,
State of Maine Courjty of Aroostook The foregoing instrnr cat was acknowledged bef ore me this 30 day of April, l'J84 by _
G. Melvin Hovav a Maine of Maine Public Service Company, President corporation, on behalf of the corporation.
C*
y g
i
- O L.-_
~
W.
'q'r,.
Commonwealth ~of-Massachusetts County of _ worcester The foregoing instrument was acknowledged before me this 30th day of April, 1984 by Frank L. Childs of Fitchburg Gas and Electric Light President:
Company, a Massachusetts corporation, on behalf of the
,. i i,
Corporation.
~
M.v
~ N
. /.
/
Thomas J
- nry, 7
/ / t, Notary P.
lic My conmission expires June 1,1990 County of _
The foregoing instrument was acknowledged before me this d.ay of April, 1984 by _
of Vermont Electric Generation and Transmission Cooperative,-Inc., a Vermont corporation, on behalf of the corporation.
n 6
6
[d i
e F
l l
,a*
.2 25
.1
-m
e_ _ "r.
- i.
- t ',*s,.
Commonwealth of Massachusetts County of
~
'The foregoing instrument was acknowledged before me this-ay-of April, 1984 by of Fitchburg Gas and Electric Light on behalf of the
' Company, a Massachusetts corporation,
(
corporation.
State of. Vermont County of Lamoille was acknowledged before me The foregoing instrument vir.-pe==taa,-
this _30th day of April, 1984'by, Wi11 iam J. Callagbar of Vermont Electric Generation and and Executive Manager Inc., a Vermont corporation, on Transmission. Cooperative, behalf of the corporation.
Nh N
NOTARY PUBLIC My Commission Expires: 2/10/87 9
'O
,R EN c_
,'j,,
,r
+
-Commonwealth,pf}4assachusetts
. County of _ Am M instrument was acknowledged before me
.The foregoing bfM M, bel,
[,,
thisj[
day of' April, 1984 by _
I
//[' w w of Taunton Municipal Lighting Plant, s.
corporation, on behalf of the a _.M4e*
i corporation.
C G. F WAv % 2 goesxt M i-7 bass.k appim Commonwealth of Massachusetts County of
- The foregoing instrument was acknowledged before me this day of April, 1984 by of Hudson Light & Power Department.
on behalf of
^
~
the v
State of County of The fotogoing instrument was acknowledged before me
)
this _ day of April, 1984 by of' Yankee Atomic Electric Company, corporation, on behalf of the a
corporation.
- n..
.2 26
. 3 -
- i' :. *,
alth of Massachusetts
.Commonwe County of d
d before me-
.The foregoing instrument was acknowle ge this d,ay of April, 1984 by _
. s.
of Taunton Municipal Lighting Plant, corporation, on behalf of the a
Corporation.
C me Commonwealth of Massachusetts County of, _Middlesex The foregoing instrument was acknowledged before me Horst Huehmer, Manager 30_ day. o f Ap ril. '19 84 by this of Hudson ~. Light & Power Department,
_ on behalf of Municipal Corporation a
Hudson Light and Power Department.
., the
>=
. =
U U
~
~
t.
Sta,te of H
County of __
l The foregoing instrument was acknowledged before me this day of April, 1984 by _
of Yankoe Atomic Electric Company.
A corporation, on behalf of the a
l
~
' Co r po r a l. i on.
4 O
I
- m. b
[
. o.
.a
- v. _,. a; _o Commonwealth of Massachusetts County of The f.oregoing instrument was ackriowledged before me this
_-day of-April, 1984 by of Taunton Municipal Lighting Plant, corporation, on behalf of the a
corporation.
I r.
(
Commonwealth of Massachusetts County of
. The foregoing instrument was acknowledged before me
').
this
_ day of April, 1984 by of Hudson Light & Power Department,
__ on behalf of
.a
~
the R
[M -
au[
- 2.
4&IC State of County of UN/ch4 The forogoing instrument was acknowledged before me b.
o 7 b- [
this
[. day of Aped-1.
1984 by _
of Yankee Atomic Electric Company.
[M4/J
.3 corporation, on behalf of the I
a
.ak.
(
corporation.
t
':d O
i.
NOTARY PUBLIC My Commission Expires
.c 26 4
~
i
),/,,k N M.!Y W
s
r,
.d 1o..
4 ;c %
Exhibit A for Each Supplier of Services, Materials and Equipment To:
the Seabrook' Nuclear-Project.
7 Robert Harrison, President', Public Service Company of From:
New hampshire'("PSNH")
Thomas'Dahl. Chairman. United Engineers and Constructors ("UE&C")
Date:
Excenditures for the Seabrook Proiect
Subject:
As a result of serious financial difficulties experi-
~
f last week PSNH suspended construction of the E
enced by PSNH.
of its share of project LI Seabrook Units and suspended payment PSNH is making efforts to resolve its financing costs.
and if successful, hopes to difficulties in the r.aar future, resume construction of Unit N and payment for its share of
~
Costs.
~
circumstances, effective in. light of current
- However, inform you that all today and until_further notice, we mu,st q1
)materialsorequip-
- activities of many suppliers of services Until further notice, only the h
' ment must be suspended.
Co'ilowing activities deemed necessary to preserve and protect R
d and in each case as authorized in writing the;Seabrook Project
(" Yankee"), will be execp:
7
-by Yankee Atomic Electric Company from this. suspension:
Security of the Seabrook Project; 1.
- 2. Maintenance necessary to preserve and protect i
,r*
equipment and plant:
- 3. Documentation.of the status of Unit 1:
4 :
~*
i
.O
y :y
..c? } + 3,,..
4 c.-
- 4. Quality assurance and quality control
~ documentation required to maintain the integrity of the Seabrook Project:
- 5. Limited engineering required to preserve the option of proceeding with l'ait 1:
Continuation of work under any supply contract t.
6.
or purchase order.if it is determined that the of of suspension would exceed the cost cost completion; and administrative services
- 7. Site support the preceding criteria.
necessary to support Any supplier that believes its work fits within any of contact Harv'ey T. Tracy, Jr., or John these exceptions must to obtain written DeVincentis of Yankee.at-the suspension of suppliers' activities does
,_ confirmation that of its. contract or purchase order.
not apply to all or part the circumstances that required us to cer.d
~
We regret this suspension notice to you, and hope to be able soon to p.
rescind the suspension of work.
~
P Sincerely,.
1 PSNH 11y: Robert J. Harrison, Preciden-P 9
1
v-
~
b o -
UE&C i
By:
Chairman
, Thomas Dahl, 1
l f.
6 1
L a
I
~
=
9 e,
e 6
4 4
he e
O
+
E 2
> 4
~
s.! -
.~..
v, 4
AGREEMENT FOR SE'ABROOK PROJECT DISBURSING AGENT This' Agreement, made as of this 23rd day of May, 1984, pursuant'to the provisions of Parkgraph 35 of the Joint Ownership Agreement (defined below) to establish the powers.
duties, responsibilities, terms of employment and compensation of, and other matters respecting, the Disbursing Agent appointed.to' receive, hold and disburse payments due from 6
Participants in the New Hampshire Nuclear Units ("the Seabrook Project"), by and among The United Illuminating Company, Bangor Hydro-Eledtric Company, Central Maine Power Ccmpany, Central s
^
Vermont Public Service Corporation, Canal Electric Company (successor in interest to New Bedford Gas and Edison Light Company). The Connecticut Light add Power Company, Fitchburg l
Gas & Electric Light Compar7, Hudson Light and Power Depart-f Maine Public Service Company, Massachusetts Municipal
- ment, l
h' Wholesale Electric Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc., Taunton Municipal Lighting Plant, Vermont Electric 1
l~
Generation'and Transmiss, ion Cooperative, Inc. and Public Service Company of New Hampshire ("PSNH") (collectively referred to as'the " Participants") and Yankee Atomic Electric Company (" Yankee").
l n
e g
4
}
'.WITNESSETH THAT:
WHEREAS, the Participants are parties to the Agreement for Joint Ownership, Construction-and Operation of'New
- Hampshire Nuclear Unit,s made as of May-1, 1973, as heretofore amended by amendatory agreements dated May 24, 1974, June 21
- 1974, September 25. 1974, October-25, 1974, January 31, 1975, April 18, 1979 April 25, 1979. June 8, 1979, October 11, 1979,
. December-15, 1979, June 16, 1980, December 31, 1980, June 1, j
' 1982, and April 27, 1984 (the " Joint Ownership Agreement"); and f
NHEREAS, on May 23, 1984 Participants owning 51% or more of the Ownership Shares (as defined in the Joint Ownership AgreJment) of the Seabrook Project agreed to appoint Yankee as I
Disbursing Agent to receive, hold and disburse.certain payments due-from'ParticipantsundertheJointOwnership!
Agreement; and i
WHEREAS, the Participants and-Yankee desire to set out~
I f
the powers, duties, responsibilities, _ terms of employment and other matters respecting Yankee's engagement as Disbursing j
Agent.
NOW, THEREFORE,.the Parties agree as follows:
1.
Appointment of Yankee as Disbursina Agent under
-the Joint OwnershiD Agreement.
.1.1. The Participants hereby appoint Yankee to act as j
their Disbursing Agent under the terms of the Joint Ownership Agreement as now in effect and as it may from time to time be
?
3 t 54'
1 s
s..
Emendcd or codified in the future, and Yankco hereby accepts this appointment.
The scope of the agency-is as set forth in
~
this Agreement.
1.2 Yankee's powers, duties and responsibilities under this Agreement'shall be limited to activities reasonably incident to collection and disbursal of Participants' payments for their respective shares of costs of the Seabrook Project, as is more fully set out below in Paragraph 1.5 and Paragraph 2.
-1.3 For purposes of this Agreement, the Parties agree that Yankee shall act as agent for each of the Participants individually (and not jointly or jointly and severally).
With respect tN certain other agreements, the following provisions l
t
.shall apply:
(1)
In the event of any conflict between the provisions of this Agreement and the Nuclear Support I
Services Agreement between Yankee and PSNH (as agent for the Participants), offective as of July 1,
- 1983, I
the provisions of this dgreement shall prevail.
i The parties to this Agecoment on April 27, (2) j 1984 entered into an agreement entitled " Interim 4
to Preserve and Protect the Assets of and Agreement
~
Investment in the New Hampshire Nuclear Units" j
(" Interim Agreement").
This Agreement does not supersede the Interim Agreement, and any bills or invoices paid pursuant to that agreement shall not be paid or doomed paid pursuant to this Agreement.
e' i
t' 9
3-L
Qlo:
^
e..
i (3)
Except as specifically provided in Paragraph
)
i 2.2 below, relating to billing and payment mechanisms s
established by this Agreement, in the event of any conflict between the provisions of this Agreement and j
the provisions of the Joint Ownership Agreement (including without limitation the Fifteenth Amendment thereto),.the provisions of the Joint Ownership
' Agreement shall prevail.
All monies paid to Yankee under this Agreement 1.4 shall remain the property of the Participant paying such monies
.until disbursed according to the provisions of this Agreement.
f f.5 Except as otherwise specifically set out herein, f
Yankee'shall disburse monies received from and credited to each Participant only to pay that Participant's gro Iata share, as defined.in Paragraph 5.1 below, of the following costs of the current construction costs, incurred after Seabrook Project:
construction costs incurred on or. before April' April 30, 1984; 1984 where' Yankee is authorized to do so by the Executive 30, Committee (defined in Paragraph 2.1); and costs'resulting from termination or suspension (including any costs of restarting attor suspension).
(Such construction costs and other aforesaid costs-are collectively' referred to as " Project 1
a-Costs.")
' T 1
4 4
y e
,e 2.
Duties and Rights of the Parties.
2.1 The Participants have established an Executive Committee pursuu.e to the Interim Agreement, such Executive Committee to be expanded to include the Chief Executive Officer of PSNH at such time as PSNH shall ' resume paying its full share of Project Costs, as provided by Resolution of the Participants adopted on May 14, 1984 ("the Executive Committee").
This i
Executive Committee, or its successor, shall oversee the functions of the Disbursing Agent.
The Participants authorize the Executive Committee or any designee of such Executive
(
Committee: (i) to perform the functions assigned to it in this Agreement, and (ii) to provide direction to Yankee in the fulfillment of its responsibilities under this Agreement.
Whenever the Executive Committee is required or authorized by l
this Agreement.to approve the disbursal of funds, such approval I
shall be consistent with and governed by the terms of the Joint-1
(
Ownership Agreement.
Yankee a rees that it will operate under the direction of the Executive Committee or its designee.
Yankee and the Participants recognize that PSNH may be replaced l
as project manager by a managing agent, pursuant to Paragraph 36 of the Joint ownership Agreement.
In the event that the
[
Partic'ipants so replace PSNH with a new pcoject manager, the L
Participants,sha'll cause,suc,h.new project _ manager to execute.a _,,
+.
counterpart of this Agreement, and such new project manager shall thereupon become vested with and subject to all properties, rights, powers and duhies under this Agreement of l
PSNH as project manager, as if originally named in the l
provisions hereof.
The term " Project Manager," as used in this
' b
r 4
F, ;,
shall refer to PSNH, when required to perform the Agreement, duties of a project manager and until replaced by a new project manager and to such new project manager, if any,.thereafter.
I 2.2 No later than the first working day of each t
month, unless directed otherwise'by the Executive Committee, and on a monthly' basis, the Project Manager shall present a 2
report of estimated cash requirements (which may include an allowance for contingencies) and applications of credits (as defined in Paragraph 2.6) for Project Costs for the next month thereafter (referred to as the " month being funded") and if the Executive, Committee deems appropriate, for disbursements coming due early in the month subsequent to the month being funded, to the Executive Committee for its approval, in sufficient detail and form and in any event in such detail and form as the Executive Committee may require (this report being referred to as a " Requirements Estimate").
Within seven days after receipt of such Requirements Estimate, the Executive Committee shall approve or disapprove all or any items in such Requirements i
Estimate (which may include an allowance for contingencies) but if it dis, approves all or any items in such Requirements l
Estimate, it shall indicate the reasons therefor.
The Executive Committee shall approve budgetary items insofar as they a're consistent with commitments previously approved by
_.s The Executive Committee shall deliver such approv'ed it.
Requirements Estimate to Yankee.
Yankee shall thereafter render a bill to each Participant,,at least fif teen (15) day,s prior to the first day of the month being funded, charging such Participant for its pro rata share of the approved Requirements L
i 1
s.
t
~
Estimate, net of any applicable credits'(allocated as provided in Paragraph 2.6 below).
Not-withstanding the. provisions of the Joint Ownership Agreement, each Participant shall pay Yankee its pro rata share of each month's Requirements Estimate, net of applicable credits', as billed, on or before the first-day of the month being funded, and interest shall accrue and be immediately payable on amounts remaining unpaid af ter the first day of the month being funded or the fif teenth day after issuance of the bill by Yankee, whichever is later, at the rate specified in Paragraph 11 of the Joint Ownership 4
Agreement;.
In the event that one or more Participants have not paid their prj! rata shares of the Requirements Estimate (net of applicable credits) by the first day of the month being funded, Yankee shall notify the Executive Committee of such fact and I
the details thereof and ob'tain specific direction from the I
Executive Committee before making further disbursements.
Because there will not be, sufficient time from the effective date of this Agreement to provide for the first month's funding i
of this Agreement pursuant to the procedures set out in this Paragraph, the Executive Committee is authorized to establish a suitable schedule to provide funding for Project Costs for such first month, including, if the Executive Committee deems appropriate, disbursements jcoming due,early in the, subsequent _
I month.
h i
- L
2.3 Immrdiately upon the offectiveness of this Agreement, Yankee shall 4stablish such bank accounts ("the Accounts") as are necessary to effectuate the purposes of this Agreement, at one or more banks or trust companies, in each case having a principal office and place of business in one of the New England states, having a combined capital and surplus of at least $10,000,000, which is subject to supervision or examination by federal or state authority and which is not a creditor of PSNH; provided, however, that Yankee shall maintain a separate account or accounts for any funds it receives for the account or benefit of PSNH.
To the extent that monies in t
such Accou'nts are not imminently required to make disbursements pursuant to the provisions of Paragraph 2.5, Yankee shall to I
the extent practicable invest such monies for the accounts of l
the respective Participants in U.S. Treasury Bills.
Any gain I
from investment or interest accruing in an Account shall be identified separately and deposited with thpl monies in, and I
credited to, each Participant's share of such Account, in such l
proportion as the respective Participant's Ownership Share bears to the Ownership Sharcs of all Participants having intecosts in the Account.
Each Participant shall be i
responsible for any tax liability on its share of such interest or investment income.
The procedures for establishment and I
maintenance of the Accounts by Yankee, the banks or trust companies at which such Accounts are maintained, and the manner i
l l lL
.s.
of recaipt.cnd disbursemont of the monios therein and credits
~
thereto shall at all time's txt satisfactory to the Executive Committee.
2.4 On a daily basis, the Project Manager or United Engineers & Constructors. Inc. ("UE&C"), or both, as appro-priate under the specific vendor contract, shall present a certificate to Yankee signed by an officer or authorized agent of the Project Manager or UE&C, as appropriate, certifying:
(1) the amount of payments to be made for bills, invoices and requests for payment covering costs constituting Project Costs
(" Project bills").and (2) that such expenditures were approved Such by the Ex'ecutive-Committee in the Requirements Estimate.-
certificate, when accompanied by an invoice approved by the Project-Manager or UE&C or both, as appropriate, an audited voucher and a check (if required by Yankee) for each payment being made, shall be presented to Yankee for Yankee's review and payment.
-2. 5 Yankee shall withdraw and disburse monies from the appropriate Accounts to pay each Participant's pro rata share of Project Costs, but Yankee shall pay only those Project e
bills that have boon duly certified as provided in Paragraph 2.4 and that Yankee confirms are included within the Requirements Estimate approved by the Executive Committee.
Before making payment. Yankee shall review all Project bills submitted for payment to' ensure compliance with these require-After following these procedures, Yankee shall pay such ments.
I I _.
s.
l..
approved Project bills, in whole or in part, directly to the vendors, as provided in Paragraph 1.5 of this Agreement.
In the event of and as a condition to a partial payment. Yankee shall obtain from the payee a release or waiver, in a form approved by the Executive Committee, of liability, of each Participant that has contributed its pro rata share of such payment (including a waiver of liens on Seabrook Project real or personal property), unless the Executive Committee otherwise directs in the specific case.
2.6 The Project Manager will deliver to Yankee, without delay, any and all monies derived from vendor credits, chargebacks and other reimbursements (" credits") that it receives on the Seabrcok Project.
Immediately upon.the effectiveness of this Agreement, the Project Manager will notify all vendors to deliver all such credits on the Seabrook l
Project to, and to make such credits payable to. Yankee as i
Disbursing Agent for the Participants.
Checks or other instrumentsrepresentinlgsuchcredits,ifpayabletothe
. Project Manager, shall be properly endorsed by the Project Manager or its agent to be payable to the order of Yankee as Disbursing Agent.
PSNH hereby irrevocably grants to Yankee the power so to endorse any such checks or instruments payable to PSNH but delivered to or obtained by Yankee without such endorsement by PSNH.
Upon receipt of such credits Yankee shall promptly deposit such credits into the appropriate a e 10 -
l
T.--
' Account to ths credit of each Participant, pro rate according
~
tomits respective OwnershipLShare at the time the expense was
-billed to the Participants, except that if any Participant did not pay its gro Lata share of such expense, such Participant shall not be entitled to share inythe credit.
Yankee shall disburse such credits to pay Project Costs.
If any Participant has a surplus of such credits over its pro rata share of disbursements for Project Costs, Yankee shall retain such surplus and shall disburse it, in accordance with Paragraph 2.5' above, to pay such Participant's pro rata share of Project Costs in subsequent months.
PSNH hereby irrevocably consents p
to Yankee's application of its share of such credits to its share of Project Costs and further agrees that any surplus may, in the discretion of the Executive Committee or its designee, I
With the be applied to pay any arrearage in PSNH's account.
written consent of the affected Participant, the Executive Committec shall be permitted to allocate a Participant's pro I
rata share of such credits in an alternative manner, provided that such application does not adversely affect the obligations 2
or credits of other Participants.
i.
PSNH shall, promptly upon the effectiveness of f
2.7 inform Yankee of the current status of all this Agreement, present and anticipated credits and all deferred billing i-3 d
arrangements with respect to the Seabrook Project.
PSNH, or
'le U
other Project Manager, shall thercatter inform the Executive i
o N5 N
N
'4
- 11 k
4.-
Cormittsa conthly of chang:n in the current status of such credits and of any previo'usly unreported present or anticipated credits, as part of its Requirements Estimate.
2:. 8 Yankee shall report to the Executive Committee or
)
its designee (1) for'overall direction in carrying out its l
functions, (2) for specific approval of or direction with respect to payment of specific Project bills, if Yankee believes that there is a question as to whether such Project bills have been duly certified or are authorized by an approved s
Requirements Estimate and (3) for specific approval for payment I
of bills related to any program adopted to reconcile past unpaidbilIs.
Yankee shall also provide a monthly report to 9'
the Executive Committee itemizing, in appropriate form and detail, and in any event in such form and detail as the i
Executive Committee may direct, all Seabrook Project disburse-l ments, credits, ' expenses, investment and interest income and monies received from Participants.
~
2.9 Yankee shall maintain individual records of each i
Participant's payments, credits applied on its behalf and disbursements applied against its payments and credits.
Yankee g
shall also maintain combined records of all deposits, invest-ments, certificates and disbursements from and relating to the Accounts, and shall make a monthly report concerning the same 3
to the Executive Committee or its designee (which shall distri-
~
bute auch reports to each Participant).
Yankee chall make its a,
?
f 12 -
4
,s.
eccords'cynilablo at its officGo at reasonable timss for examination by an independent certified public accountant or other representative, as designat'ed by the Participant, or by a majority in interest of the Participants, requesting the I
examination.
Such examination sha'11 be at the expense of the Participant or Participants requesting the examination.
1 2.10 Yankee shall be compensated at cost for its services under this Agreement and shall bill the several Participants for its services upon approval of its charges by I
the Executive Committee or its designee.
Each Participant will t
I f
pay its pro rata share of such bills and shall only be liable 1
for such gro rata share.
b 2.11 The Executive Committee is authorized to engage such consultants as it sees fit to assist it in carrying out its functions under this Agreement and shall bill each Partici-pant on a monthly basis for the cost thereof based upon each such Participant's pro rata share of such costs.
Each Partici-
~
pant will pay its pro rata share of such bills and shall only be liable for such pro rata share.
2.12 This Agrooment shall not affect the obligations b
of PSNH or other Project Manager to provide accounting reports
'to the o,ther Participants pursuant to the Joint Ownership i
]
Agreement.
)
2.13 Yankoo agrees and stipulates that neither it nor any of its cceditors shall have any intocost in the Accounts or in monies deposited theroin or credits applied thereto, and
{A 13 -
(
~..
v :
f;.. *.
that tho scCo hnvo' boon crostsd and cro baing. hold in trust for 1['
the Participants. subject to the terms of, and to maintaining and disbursing the Accounts in acco~rdance with, this Agreement.
{
3..
Removal or Resignation of Yankee and Appointment of successor.
7 3.1 Yankee may resign at any time by giving twenty-lone:(21) days' prior written notice thereof to each of the l
Participants.
Such resignation shall become effective on the date specified in the notice or upon the appointment of (and acceptance by) a successor, whichever is earlier.
Upon agree-
[
ment of Participants owning fifty-one percent (51%) or more of f
~
the ownership Shares in the Seabrook Project, the Participants may at any time remove Yankee without cause upon twenty-one (21) days' prior written notice to Yankee, and with cause upon seven (7) days' prior writtln notice to Yanhee.
e Such removal i
shall become effective on the date specified in the notice.
In
^
theeventofresignationorl removal,Yankeeshallbeentitled l
4
- to compensation under Paragraph 2.10 of this Agreement until y
the effective date of such resignation or removal.
In the event Yankee resigns or is removed, the Participants shall use their best efforts t[o appoint a succoasor upon agreomont of Participants owning iifty-one percent (51%) or more of the Participants' Ownership Shares in the Seabrook Project.
Any
, i n
successor agent shall execute an instrument accepting such j
r*
appointment and shall thorcupon become vestod with and subject to a u propec ues. rights. powers an eut1es of vankoe.
- l
, i
k.
- ..ao if~criginally ncssd in tho pecvisions hereof (including this Paragraph 3.1).
Yankee shall duly assign, transfer and deliver to the successor agent all records, property and money held by
.it hereunder, provided that Yankee may retaln copies of such records.
[
y t..
Y 4.
Liability and Indemnification.
i Yankee shall not be responsible for the genuine-4.1
)
i ness of any signature and may rely conclusively upon, and shall J
be protected in acting upon, any certificate, notice *, request, statement or other instrument believed by it in good h.
- consent,
?
. faith to be duly authorized and properly made.
The duties and s[
obligatio$s of Yankee hereunder shall be governed solely by the provisions of this Agreement.
Neither Yankee nor its officers
'or employees shall be liable to any other Party to this Agree-ment for claims'for direct, incidental, indirect, consequential or other damages of any nature, including, but not limited to, damages for loss of anticipated profits, loss of use of revenue, loss by reason of construction shutdown or interrup-tion and cost of capital, connected with or resulting from the performance of this Agreement by Yankee, except in the event of willful misconduct.
In addition, the Participants, coverally
~
- [
(and not-jointly or jointly and severally), in accordance with their respective gig igtg shares as specified in Paragraph 5.1, 5
agree to defend, indemnify and hold Yankee and its officers and j;
. employees harmless against all losses, claims, expenses
?
4 ts -
j
. (including rocsonnblo counsel foos) cnd liabilitics, not resulting from Yankee's, willful misconduct, which may be asserted, imposed or incurt,ed in connection with the perform-ance of its responsibilities hereunder, including any litigation arising from the foregoing.
Yankee shall not have' any duty to.use its own funds in car'rying out its responsibili-ties under this Agreement.
4.2 Neither the Executive Committee not any member nor designee thereof, when acting in such capacity, not any employer of.any member or designee, nor any affiliate, agent or employee of such member, designee or employer, shall by virtue of its rel'ationship to the Executive Committee or any Executive 4
Committee member or designee acting in such capacity, be liable to any Party to this Agreement for claims for direct, inchdental, indirect, consequential or other damages of any nature, including, but not limited to, damages for loss of f
anticipated profits, loss of use of revenue, loss by reason of l
I cons'truction shutdown or interruption and cost of capital, connected with or resulting from the performance of this Agreement by the Executive Committee or by any member or designee theroof or by any employer of any member or designoe b
or any affiliate, agent or employee of such member, designee or t
employer, except in the event of willful misconduct.
In addition, the Participants, severally (and not jointly or jointly and severally), in accordance with their respectivo Rio rata sharos as specified in Paragraph 5.1, agree to defend, 4
e b
.,.ind:mnify 'and hold th9 ExOcutivo Cocaittoo, occh ccabar and designee thereof and each of the other p3rsons or ontities referred to in the preceding sentence, harmless against all t
- losses', claims, expenses (including reasonable counsel fees) and liabilities, not resulting from his or their willful t
2.
misconduct, which may be asserted, imposed or incurred in connection with the performance of his or its responsibilities hereunder, including any litigation arising from the foregoing.
5.
Miscellaneous.
i 5.1 All obligations of the Participants hereunder are pig, Lug and several (not joint or joint and several) and, with respect to each Participant, limited to the proportion of such o
f' Participant's ownership Share in the Seabrook Project to the total of all ownership Shares in the Seabrook Project (called a "2L9. IR.U. share" in this Agreement).
As of the date of execu-l tion of this Agreement, the R19. IE.1 share of each Participant i
i is as follows:
PARTICIPANT OWNERSHIP SHARE Bangor Hydro-Electric Company 2.17391%
7 Canal' Electric Company 3.52317%
Contral Maine Power Company 6.04178%
a Central Vermont Public Service Corp.
1.59096%
e Connecticut Light & Power Co.
4.05905%
Fitchburg Gas & Electric Light Co.
0.86519%
7 0.07737%
k.
Hudson Light & Power Department a
Maine Public Service Corp.
1.46056%
-i Mass, Municipal Wholesale Electric Ca.
11.5934%
2.89989%
}
Montaup Electric Company 9.95766%
g New England Power company Q
New Hampshire Electric Cooperative 2.17391%
j Public Service Company of New Hampshire 35.56942%
J Taunton Municipal Lighting Plant 0.10034%
1
' United Illuminating Company 17.5%
6 Vermont Electric Generation &
M' Transmission Cooperative, Inc.
0.41259%
. f4 k
~
The-Exocutivo Cammittoo sh011 notify Yankoo pronptly of any changes in each Participant's pl.g I.3.11 share.
Every document delivered to any third party by Yankee pursuant to this Agreement which may bear on tho nature of the Participants' obligations hereunder shall specify such several (and not joint or joint and several) nature of the Participants' obligations.
5.2.Without limiting the generality of Paragraph 5.6, nothing in this Agreement shall constitute or be construed as a waiver or limitation on the enforceability of, or an election of remedies with respect to, the rights of the Participants other than PSNH to recover PSNH's unpaid share of Project Costs, if any, or its share of interim care and protection h
costs paid by other Participants pursuant to the Interim Agreement or to enforce other claims (whether now existing or l
l arising in the future) against PSNH.
In the event that the Participants reach an agreement for settlement of such claims,
-the Accounts established pursuant to this Agreement may be used as the mechanism for receiving and disbursing such settlement
. amounts, and Yankee shall deposit and disburse such funds if and as directed by the Executive committee.
t 5
5.3 This Agreement is made under and shall be 3
governed by, and construed in accordance with, the local laws of the State of New Hampshire.
i 5.4 In the event that any clause or provision of this
. Agreement, or any part thereof, shall be declared invalid or I
j s
i 4
3
- to -
~
, c,..... un:nfecccablo by any tcquictory b:dy or cGurt having juris-diction, such invalidity or unenforceability sh'all not affect the validity or enforceability of the remaining portions of this Agreement.
5.5 All provisions of this Agreement providing for ~
limitation of or protection against liability shall apply to the full extent permitted by law and shall survive termination
/
of this Agreument.
1 5.6 This Agreement is not intended, and shall not bo i
construed, to create or acknowledge any rights in favor of j
persons who or entities that are not Parties to this Agree-ment.
Anfthing in this Agreement to the contrary notwith-l r
>l standing, the Parties agree that this Agreement is made without prejudice to,'and does not constitute a waiver of, or election of remedies with respect to, or limitation on the enforce-l ability of, any rights or claims which any Party or Participant may now have or in the future have against any other Party or 1
Participant.
5.7 This Agreoment is the act and obligation of the Parties hereto in their corporate capacities, 5.8 This Agroomont shall becomo ef fective upon w
execution by Yankee and by Participants owning fifty-one I
percent (51%) or more of the ownership Shares in the Seabrook f,
Project (and upon its effectiveness, all Participants shall be, and be deemed to be, Parties to this Agreement); provided, however, that Yankoo's power to endorse checks and instruments 4
L*
19 -
- b.,
C.
under Paragraph 2.6' hereof, and PSNH's express consent under
-the final sentence of such Paragraph '2. 6', shall become effective upon execution by PSNH hereof or its assent hereto.
5.9 Any number of counterparts of this Agreement may, be executed and each shall have the.same force and effect as the original.
5.10 This Agreement may be amended or modified by an instrument executed by Participants owning fifty-one percent (51%) or more of the ownership Shares in the Seabrook Project and by Yankee.
.:IN WITNESS WHEREOF, each of the undersigned has caused this Agreement to be' duly signed by an authorized officer, and its respective seal to be duly affixed hereto and attested (or such signature by an authorized officer to be attested to by a witness) on the date indicated but as of the date first above written.
s v
[ ATTESTED SEAL OR PUBLIC SERVICE COMPANY OF 810 NATURE OF WITNESS]
i i
/s/ Kath1vne M.
Madley Byt/s/ D. Pierre G. Cameron, Jr.
Its Vice_ President and General counsel Date May 30, 1984 b
d e-S q
4 20 -
m-1
a YANKEE ATOMIC ELECTRIC COMPANY t
/s/ Catherine M. Folev By:
/s/ James E. Tribble Its President Date:' ' June 1, 19R4 t
THE UNITED ILLUMINATING COMPANY r
..T Lu__
By:
/s/ John D. Fassett
/s/ Paul K. Connolly.
J Its Chairman and CEO Date:
5/30/84 MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY l
/s/ Maurice J. Ferriter By: /s/ Richard E. Byrne l
Its General Manaaer & secretary 4-Date:
May 30. 1984 a
NEW ENGLAND POWER COMPANY 3
d 3
/s/ Paul K. Connolly, Jr.
ByI_/s/ Frederic E. Greenman' Its Vice President 1
Date:
May 30. 1984 Y'
(*
).
,y.. _,,, -, __,,__..,,., _,,_,..-
y
r:
- * ' ' - .=
-CENTRAL MAINE POWER COMPANY
_ /s/ Thomas C. Webb By:
/s/ Donald F. Kelly Its Vice President Dake:'5/30/84 THE CONNECTICUT LIGHT AND POWER COMPANY
/s/ C. Thayer Browne By:
/s/ Bernard M. Fox Its Senior Vice President 4
Date:
5/30/84 CANAL-ELECTRIC COMPANY y
/s/ Paul K. Connolly; Jr.
By: /s/ E.'G.
Cheney Its' Financial Vice President Date:
May 30, 1984 MONTAUP ELECTRIC COMPANY 1
v i
/s/ Andrew M. Wood' By:
/s/ John F. G.
Eichorn, Jr.
Its President O
[
Date:' May 30. 1984 1
W -
f.
N
- 4 ~ _. _
1 BANGOR HYDRO-ELECTRIC COMPANY
/s/ Franklin M.
Hundley By:
/s/ Robert S. Bricos Its Vice President and General Counsel Date:
May 30, 1984 NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC.
/s/ Jeffrey J.
Zellers By:
/s/ John Pillsbury Its General Manacer Date:
May 30, 1984 Subject to RBA Approval
' CENTRAL VERMONT PUBLIC SERVICE CORPORATION, i
~l ii
/s/ Paul K. Connolly, Jr.
By: /s/ James E. Griffin I
Its President
=,
Date:
5/29/84 a.
MAINE PUBLIC SERVICE COMPANY a
/s/ Norman M.
Secal By:
/s/ G.
M. Hovey Its President l
Date:
May 30, 1984 l
23 -
1 l
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
/s/ Peter J.
Stulcis By: /s/ Frank L.
Childs Its President Date:
May 30, 1984 VERMONT ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE, INC.
l b-
/s/ William B.
Piper By:
/s/ William J.
Gallacher Its Vice President & General Manacer Date:
May 31, 1984 TAUNTON MUNICIPAL LIGHTING PLANT
/s/ Robert G. Funke By:
/s/ Joseph M. Blain i
Its General Manacer i.
f Date:
May 31, 1984 HUDSON LIGHT & POWER DEPARTMENT l
/s/ Maurice J.
Ferriter By:
/s/ Horst Huehmer Its Manacer Date:
5/30/84
State of Massachusetts County of Worcester The foregoing instrument was acknowledged before me this 30th day of May, 1984, by /s/ D. Pierre G.
Cameron Jr.,
Vice President of Public Service Company of New Hampshire, a New Hampshire corporation, on behalf'of the corporation.
I
/s/ Paul K.
Connolly. Jr.
i State of Connecticut County of New Haven
\\
I The foregoing instrument was acknowledged before me this 30th day of May, 1984, by /s/ John D.
Fassett, Chairman and Chief Executive Officer of The United Illuminating Company, a Connecticut corporation, on behalf of the corporation.
/s/ Paul K. Connolly. Jr.
Commonwealth of Massachusetts County of Middlesex The foregoing instrument was acknowledged before'me this 30th day of May, 1984 by /s/ Richard K. Byrne, General Manacer of Massachusetts Municipal Wholesale Electric Company, a Massachusetts corporation, on behalf of the corporation.
l
/s/ Maurice J.
Ferriter Maurice J. Ferriter, Notary Public My Commission Expires:
January 3, 1986 f. -.
a
.. r,'
Commonwealth of Massachusetts.
County of Worcester The foregoing instrument was acknowledged before me this 30th day of May, 1984, by-/s/ Frederic E. Greenman, Vice President of New England Power Company, a Massachusetts 4
corporation, on behalf of the corporation.
/s/ Renee M. Kossuth My Commission Expires:
May 9, 1991 State of Mhssachusetts
~
-County of Worcester The foregoing instrument was acknowledged before me Kelly, Vice
.this 30th day of May, 1984, by /s/ Donald D.
i President of Central Maine Power Company, a Maine corporation, on behalf of the corporation.
/s/ Paul K. Connolly. Jr.
State of Massachusetts County of Worcester The foregcing-instrument was acknowledged before me
-this 30th day of May, 1984, by /s/ Bernard M.
Fox, Senior Vice a
President of the Connecticut Light and Power Company, Connecticut corporation, on behalf of the corporation.
/s/ Paul K. Connolly. Jr.
e 1
1 ' s.
r
Y e
l Commonwealth of Massachusetts f
county of Worcester _
The foregoing instrument was acknowledge'd before me G.
Cheney, Financial Vice this 30th_ day of May, 1984,'by /c/ E.
a Massachusetts corpora-President of Canal Electric Company, tion, on behalf of the corporation.
/s/ Renee M. Kossuth My Commission Expires:
May 9, 1991 Commonwealth of Massachusetts County of Worcester The foregoing instrument was acknowledged before me this 30th_ day of May, 1984, by /s/ John F. G.
- Eichorn, Jr.,
President of Montaup Electric Company, a Massachusetts corporation, on behalf of the corporation.
/s/ Paul K.
Connolly. Jr.
l 1,,.
,9 State of Macsachusetts
. County of Worcester-The foregoing instrument was acknowledged before me this 30th day of May, 1984 by /s/ Robert S. Briqqs, Vice President of Bangor Hydro-Electric Company, a Maine corpora-tion, on behalf of the corporation..
7
/s/ Paul K. Connolly. Jr.
State of New Hampshire County of Merrimack The foregoing instrument was acknowledged before me this 30th ' day of May, 1964 by /s/ John Pillsbury, General Manacer of New Hampshire Electric Cooperative, a New Hampshire corporation, on behalf of the corporation.
/s/ Jeffrey J.
Zellers i
Justice of the Peace 2
Commonwealth of Massachusetts i
County of Worcester a
The foregoing instrument was acknowledged before me
[
this 30th day of May, 1984 by /s/ James E. Griffin, President j
of Central Vermont Public Service Corporation, a Vermont L
corporation,- on behalf of the corporation.
/s/ Renee M. Kossuth My Commission Expires:
May 9, 1991
,h
l
'.t 4
O
. ~.
L 16 State of Massachusotts County of Worcester The foregoing instrument was acknowledged before me this'30th day of May, 1984 by /s/ G. M. Hovey, President of Maine Public Service Company, a Maine corporation, on behalf of the corporation.
/s/ Paul K. Connolly, Jr.
i Commonwealth of Massachusetts County of Worcester
~ ~ -
1 The foregoing instrument was acknowledged before me il 4
,I
~a this 30th day of May, 1984 by /s/ Frank L.
Childs, President of u
[
Fitchburg Gas and Electric Light Company, a Massachusetts t
' corporation, on behalf of the corporation.
L-
/s/ Paul K.
Connolly. Jr.
h State of Vermont County of Caledonia n
()
The foregoing instrument was acknowledged before me u
l' this 31st day of May, 1984 by /s/ William J. Gallacher, Vice President and General Manacer of Vermont Electric Generation o
and Transmission Cooperative. Inc., a Vermont corporation, on M
.m.
behalf of the corporation.
g.
9Ft4 S
/s/ William B.
Piper j:,
I.A s.
4.
h
. {
H
e l
Commonwea1th-of Massachusetts
-~
County of Bristol The foregoing instrument was acknowledged before me this 31st day of May, 1984 by /s/ Joseph M. Blain, General Manacer of Taunton Municipal Lighting Plant, a Massachusetts corporation, on behalf of the corpor'ation.
l i
/s/ Robert G.
Funke Robert G. Funke, Notary Public f!
Commission expires May 2, 1986 Commonwealth of Massachusetts i
County of Middlesex i
The foregoing instrument was acknowledged before me this 30th day of May, 1984 by /s/ Horst Heuhmer, Manacer of e
,A Hudson Light & Power Department, a Municipal Corporation on behalf.of the Hudson Light and Power Department.
I I
'I
/s/ Maurice J.
Ferriter Maurice J. Ferriter, Notary Public d
)
My Commission Expires:
January 3, 1986 P
,d ht k
e J
l a
.5 1
95 I'} k,c
a.
,*:[,',
Commonwealth of Massachusetts County of Middlesex-The foregoing instrument was acknowledged before me this 4th of June, 1984 by /s/ J.
E. Tribble, President of Yankee Atomic Electric Company, a Massachusetts corporation, os behalf of the corporation.
/s/ Robert H. Groce l'
Notary Public My commission expires:
r September 14, 1984 l
l P
I I*
I.
l l-l-
4
!I i.
i r it d_
6-23-84
_?"e RESOLUTION FOR TRANSFER OF MANAGING AGENT RESPONSIBILITY WHEREAS, The Fifteenth Amendment to the Seabrook Project t
Joint Ownership Agreement included provisions authorizing change in project management; and a resolution adopted by the Participants on May
^
- WHER2AS, authorized the Executive Committee to conduct a search 14, 1984 for and make recommendations with respect to a new Managing
- Agent for'the Seabrook Project; and WHEREAS, the Executive Committee has presented its recommendations, which in order to assure the transfer of responsibility in an orderly manner, call for such transfer to be accomplished ~in phases; and 1
c.
the Participants concur in such recommendations;
- WHEREAS, NOW, THEREFORE, IT IS. RESOLVED THAT:
As a first phase, effective as soon as possible, a 1.
division of Public Service Company of New Hampshire ("PSNH")
shall be created by PSNH, known as the New Hampshire Yankee Division (the " Division").
It shall have primary responsibility for construction of Unit 1.. It shall have a President and Chief Executive Officer, to be elected by the The President of the Division shall report PSNH Directors.
The
-functionally to the Chief Executive Officer of PSNH.
Senior Vice President of PSNH in charge of Seabrook Project construction shall report functionally to the President of the The President of the Di~ vision and the-Senior Vice L
-Division.
President.in charge of_the Seabrook Project Construction and l
k
, lh.
^
a--
pl
.e i
- s f
L-o
.[
i E~
his. entire staff shall become employees of Yankee Atomic
' Electric, Company ("YAEC"), -in accordance with an agreement to I
be executed promptly between PSNH and YAEC.
k 2.-
As a seco.nd. phase, effective upon receipt of any regulatory approvals necessary for its implementation, the New Hampshire Yankee Division shall be' reconstituted as an independent corporate entity, known(as New Hampshire Yankee Electric Corporation,-and the Division shall be dissolved.
The-corporation shall be responsible for completing construction of Unit 1.
The corporation's ownership shall be held by the Participants in_ proportion to their Ownership Shares in the Seabrook Project.
Each Participant shall be entitled to representation on the Board of Directors of the corporation.
There shall be an executive committee of the Board, comprised of-individuals selected by a process similar to the one
- i-provided in the Sixteenth Amendment to the Joint ownership Agreement.
The Chairman and Chief Executive Officer of the corporation shall be the individual then serving as President of the Div'ision.
The President of the corporation'shall be the individual then serving as PSNH Senior Vice President in charge".
of Seabrook Project construction.
The Vice President of PSNH in charge of startup testing and operation shall report functionally to the President of the corporation.
The Chairman and President of the corporation shall remain employees of YAEC during the second phase, under an agreement to be executed between the corporation and YAEC.
3.
As a third-phase, YAEC shall be renamed Massachusetts Yankee Atomic Electric Company (" Mass. Yankee").
A new corporate entity known as Yankee Atomic Electric Company
(" Yankee") shall be created.
It shall be responsible for operation of Unit 1, under an operating agreement to be executed between New Hampshire Yankee and Yankee.
It is contemplated in this resolution that Yankee also will be
9,
- 7..
vw-responsible for. operation of Mass._ Yankee's nuclear plant in Y
i h Mass.
.Rowe, Massachusetts, under a similar agreement w t Yankee's ownership will be divided equitably among the Yankee.
ownersiof.New Hampshire Yankee and Mass. Yankee, based upon their respective ", interest" in Seabrook Unit 1 and Mass.
Yankee's-Rowe plant.
Their_" interest" in those plants shall be determined by giving equal weight to their investment in each and.the number of megawatts to which they are entitled in
~ each.-~Each owner of New Hampshire Yankee and Mass. Yankee shall be entitled to representation on the Yankee Board of
~ Directors.
There shall be an Executive Committee of the Board of The YAEC Nuclear Services Division ("NSD") shall i-Directors.
Yankee shall also be reconstituted as a division of Yankee.-
~
Seabrook also have.a Seabrook Division and a Rowe Division.
Unit 1 and Mass. Yankee's Rowe plant will be operated by Yankee
{
pursuant to contracts with New Hampshire Yankee and Mass.
The operating staffs of Mass. Yankee and Seabrook Yankee.
4 shall become employees of Yankee.
~
~The contracts between Yankee and New Hampshire Yankee and I
Mass. Yankee shall grant to Yankee control over operational
~
matters and retain in New Hampshire Yankee' and Mass. Yankee all
'other matters _ including-capital expenditures for the Seabrook l
and RoWe. plants, respectively, and the right to disapprove key personnel appointments to the Seabrook Division and the Rowe
[
I Division.
The Executive Committee, with the assistance of the 4.
15, 1984, and task force authorized by_the Participants on June i
20, 1984, shall appointed'by the Executive Committee on June take such actions as are necessary to implement each phase i
l-(d(
s
.4-f.
described above, including preparation of the written agreement comtemplated by the Fifteenth Amendment and May 14, 1984 resolution referred to above and causing applications to be filed for any necessary regulatory approvals, it being the intent of-the. Participants that the second phase shall be implemented as soon as any -such approvals have been obtained.
The Executive Committee shall keep the Participants fully apprised of progress in implementing this resolution.
Various individuals will become employees of YAEC during the first two phases as an accommodation to the Participants.
Therefore, the agreements to be executed to carry out this resolution shall include provisions protecting YAEC against liability to the Participants, and indemnifying YAEC against liability to third parties, in connection with the acts and omissions of such individuals, except in the event of their
(
wilful misconduct.
The Participants' indemnification obligations shall be several and pro rata in accordance with their Ownership Shares.
5.
Effectiveness of each phase prescribed by this resolution shall be contingent upon receipt of all approvals necessary for implementation of such phase, which each Participant shall use its best efforts to obtain.
WITNESS:
PUBLIC SERVICE COMDANY OF NEW HAMPSHIRE j
db w fit.n t u, By:
v hAE5 IDCA/T
'Its M /f N Date:
(
i
rr i
e... '.
THE UNITED ILLUMINATING COMPANY NK.
V***UA By:
b M
Its rS AmY ~ Y t
%3 (VEf Date:
an g
y MASSACHUSETTS MUNICIPAL WHOLESALE ELECTRIC COMPANY By:
/r
%d u
Its g2prh.
Date:
S3. /9 i
y NEW ENGLAND POWER COMPANY M
d'
^
(
By.
\\
ma. 1 Its Tu m. uw 73.I18h Date:
am L CENTRAL MAINE POWER COMPANY By:
/dfe 7
/Alu hWN Its N
Date:
THE CONNECTICUT LIGHT AND POWER COMPANY 0
By:
Pj f/w,, w Ew ned
~
Its V e.,,. ir'casMe3
~(
Date:
-s b - l(d
/
+.'
CANAL ELECTRIC COMPANY Af C
W By:
Asise f
w h.u /
I t.s VM/
Date:
h Z
8h i
f MONTAUP ELECTRIC COMPANY Azf C
5%
Jd f4 By:
Its V e' e L Yre s;] sd Date:
BANGOR HYDRO-ELECTRIC COMPANY Idd(
N'
- ((
Its RA/
/[80 Date:
C' 3
7 NEW HAMPSHIRE ELECTRIC COOPERATIVE, INC.
By:
Its l
Date:
CENTRAL VERMONT PUBLIC SERVICE CORPORATION MC MV By:
Md
~
k Its 4 e i
o d 77!
Date:
/
/
/
(
.t
..,J,.
. :.l;[',.
MAINE PUBLIC SERVICE COMPANY
'b
~
/U2>
0 v/A>Vv w By:
N w/-
)
Its
/c ~
V Date:
f / 2.3 / h tl FITCHBURG GAS AND ELECTRIC LIGHT
-l COMPANY
, h dfs Ars/
/'
By:
e r
Its 9c esih 6,f33 <W' Date:
VERMONT ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE, INC.
By: 4/
~
Y
/de O
MC V
/
Its Date:
TAUNTON-MUNICIPAL LIGHTING PLANT
/!)
'!W BY:
ssw AAMe.eW Its
.:1 LT u. u
.P *y / f F e,2 Date:
HUDSON LIGHT & POWER DEPARTMENT b!
M
/ M By:
I r
4 Its M A^/4 C-F&
Date:
6 /2.T //$%
p o
1..