ML20210H510
| ML20210H510 | |
| Person / Time | |
|---|---|
| Site: | Seabrook  |
| Issue date: | 03/26/1986 |
| From: | Ellen Brown PUBLIC SERVICE CO. OF NEW HAMPSHIRE |
| To: | NRC |
| Shared Package | |
| ML20205L098 | List: |
| References | |
| NUDOCS 8604030080 | |
| Download: ML20210H510 (134) | |
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.. J March 24, 1986 United States Nuclear Regulatory Commission Directorate of Licensing Office of Regulation Washington, D. C. 20045 Attention: Director Re: Amendment No. 57 to License Application Dated March 30, 1973 (Docket Nos. 50-443 & 50-444) and Request for Partial Transfer of Construction Permits Nos. CPPR-135 and CPPR-136 Gentlemen:
Pursuant to the Atomic ~ Energy Act of 1954, as amended, and the Commission's Rules and Regulations thereunder, New-Hampshire Yankee Division of Public Service Company of New Hampshire ("New Hampshire Yankee"), on behalf of the licensees named in the above Construction Permits, hereby amends the License Application filed on March 30, 1973, as heretofore amended and supplemented, and, pursuant to 10 CFR
$ 50.80, requests Commission approval of the partial t'ransfers described below of the above Construction Permits 9604030000 B60 43 PDR ADOCK O PDR A
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as heretofore amended. In su'pport. hereof, the Applicants
. supply the following information:
cA. Requested Modifications of Construction Permits
- 1. -A modification and partial transfer of the
'Construciton Permits to reflect a reallocation of ownership interests in the Seabrook Project as follows:
(i) the transfer by Central Vermont Public Service Corporation of its 1.59096% Ownership Share to EUA Power Corporation ("EUA Power"),
a New Hampshire corporation, which is a new
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participant; (ii) tdue transfer by Central Maine Power Company of its 6.04178% Ownership Share to EUA Power;-
(iii) the transfer by Bangor~ Hydro-Electric Company of its 2.17391% Ownership Share to EUA Power; (iv) the transfer by Maine Public Service Corporation of its 1.46056% Ownership Share to EUA Power; and (v) the transfer by Fitchburg Gas and Electric Light Company of its 0.86519% Ownership Share to EUA Power.
Each of the foregoing transfers is a separate,
. independent transaction, subject to varying conditions L -
r precedent and regulatory approvals in addition to the Commission's approval of the partial transfers of the Construction Permits. Therefore, the individual transfers may be accomplished at different times. However, the Agreements of Purchase and Sale and the Letter of Understanding require that the transfers take place no later than June 30, 1986. If all transfers are consummated as-presently anticipated by the parties thereto, EUA Power would acquire an aggregate Ownership Share of 12.13225%.
B. Supporting Ma'terial In support of this request for the foregoing partial transfers, the Applicants submit that the Agreement for Joint Ownership, Construction and. Operation of New Hampshire dnits, dated May 1, 1973 (the " Joint Ownership Agreement"),
provides in Paragraph 23 that "any Participant may at any time sell-all or any portion of its Ownership Share" upon certain conditions. For the Commission's convenience, a composite copy of the Joint Ownership Agreement as amended through March 8, 1985 is attached hereto as Attachment 1.
EUA Power is a New Hampshire corporation which has been authorized by the New Hampshire Public Utilities Commission to engage in the business of a public utility and generate, transmit, purchase and sell electricity. EUA Power will become a wholly-owned subsididary of Eastern Utilities L
' Associates.("EUA"), a Massachusetts Business Trust which is a registered public utility holding company under the Public Utility Holding Company Act of 1935. The acquisition of EUA Power's common stock by EUA is subject to approval by the Securities and Exchange Commission under the 1935 Act'and an application for such approval is pending before that commission. EUA Power will thereupon become an affiliate of Montaup Electric Company ("Montaup"). Montaup is an indirect subsidiary of EUA and an existing licensee under the Construction Permits and a party to the Joint Ownership Agreement. The principal business of EUA Power will be the generation of power and the sale at wholesale of electric power to other electric companies and to its affiliates at rates approved by the Federal Energy Regulatory Commission.
In further support of the request for the foregoing partial transfers, the following information is supplied herewith:
- 1. Information with respect to EUA Power, demonstrating its financial qualifications to assume these Ownership Shares (potentially up to an aggregate of 12.13225%) in the Units pursuant to the Joint Ownership Agreement, based upon the present estimated cost of construction as set forth in Attachment 2 hereto. Such information is similar in u
nature to that previously requested by the Commission Staff.in connection with prior transfers, including source of funds projections and the other material identified below:
(i) Source of Funds Schedule (with underlying assumptions) (Attachment 3 hereto);
(ii) Federal Energy Regulatory Commission testimony of John F. G. Eichorn, Jr.,
Donald G. Pardus and Robert G. Hildreth,~ Jr.
re EUA Power and its financing ability (Attachment 4 hereto);
(iii) Affidavit of Chief Financial Officer of EUA Power concerning financing ability (Attachment 5 hereto);
(iv) Amendment No. 3 to Form U-l as filed with the Securities and Exchange Commission (specifically paragraphs 36, 37, 38 and 39 which explain the payment of an additional
$30.9 million to the Sellers by EUA Power
- Corp. (Attachment 6 hereto);
(v) Settlement Agreement and Explanation of Settlement Agreement filed with the Federal Energy Regulatory Commission in Docket No.
EL85-46-000 (Attachment 7 hereto);
(vi) 1985 Annual Report'of EUA (Attachment 8 hereto);
(vii) Agreement of Purchase and Sale, dated February 19, 1986, between Central Vermont Public Service Corporation and EUA Power (Attachment 9 hereto);
, (viii) Agreement of Purchase.and Sale, dated February 19, 1986, between Central Maine Power Company and EUA Power (Attachment 10 hereto);
(ix) Agreement of Purchase and Sale, dated February 19, 1986, between Bangor
, Hydro-Electric Company and EUA Power (Attachment 11 hereto);
(x) Letter of Understanding, dated February 19, 1986, between Maine Public Service Company and EUA Power (Attachment 12 hereto);
(xi) It is anticipated that EUA will enter into a similar Agreement of Purchase and Sale with respect to the .865197. ownership interest of Fitchburg Gas and Electric Light Company, a copy of which will be filed with the Commission when available.
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In addition to Commission approval, the foregoing transfers in some cases require the following regulatory approvals:
(a) the transfers by Central Maine Power Company, Bangor Hydro-Electric Company and Maine Public Service Company require the approval of the Maine Public Utilities Commission. A petition therefor is pending before that Commission.
(b) the transfer by Central Vermont Public Service Corporation was the subject of a petition to the Vermont Public Service Board which concluded that its approval was not required (see Attachment 13 hereto).
(c) the transfer by Fitchburg may require approval by the Massachusetts Department of Public Utilities.
- 2. With respect to the "Information requested by the Attorney General for Anti-Trust Review" (10 CFR S 50.33a and Part 50, Appendix C), please note that EUA Power will be an " affiliate" of, and "under common ownership" with, Montaup within the meaning of 10 CFR Part 50, Appendix L. Montaup has previously filed the requisite information in this docket. Opportunity for public comment with respect
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to such participation was duly given. No comments were filed. The information has been reviewed by-the Department of Justice, which rendered a favorable advice letter, dated December 4, 1973, relating inter alia to Montaup. It is submitted
-that no further antitrust review is required in connection with the proposed transfers and that the prior. clearance issued with respect to Montaup -
encompasses EUA Power.
- 3. With respect to EUA Power's technical qualifications, reference is made (1) to the Joint Ownership Agreement which vests total responsibility for construction.and operation in Public Service Company of New Hampshire which has delegated it to New Hampshire Yankee, and (ii) to the information in the PSAR and in the hearing record (N.B., Tr.
4069-4216), all of which information supported the findings of the Atomic Safety and Licensing Board (see Initial Decision, pp. 21-23, 150-153 and 199) and none of which is in any way altered by the proposed reallocations.
C. General This amendment and request (three signed originals, under oath, and nineteen copies) is being submitted,
U pursuant to 10 CFR 50.30(c)(1)(ii), by New Hampshire Yankee on behalf of all the current participants in the project.
Copies of the Appointment of Agent forms authorizing Public Service Company of New Hampshire to act cut behalf of the participants have been previously filed in the above ;
dockets; a new form on behalf of EUA Power is attached !
l l hereto.
The reallocations and transfers herein requested will in no way affect the provisions of the Joint Ownership Agreement, with respect to responsibility for the operation and control of the project, nor in any way affect the design ;
of the facility. Accordingly, the proposed reallocations do not raise any issues with respect to safeguards against j hazards from radioactive materials (10 CFR 50.80(b)) or any alteration of a licensed facility or significant hazards consideration (10 CFR $ 50.91).
- _. Pursuant to 10 CFR 5 50.80(b), the Appliants confirm their agreement that they will not permit any individual to i
i have access to any Restricted Data until the Civil Service
! Commission shall have made an investigation and reported to 1
the Nuclear Regulatory Commission on the character, associations and loyalty of such individual and the Nuclear Regulatory Commission shall have determined that permitting i
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such individual to have access to Restricted Data will not endanger the common defense and security.
Pursuant to 10 CFR $ 170.12, Applicants submit that this ,
Amendment'No. 57 constitutes an application for amendment
' involving a single issue and, accordingly, a check for $150 is enclosed herewith to cover the filing fee.
The Applicants submit that EUA Power ic qualified to be the holder of up to a 12.13225% Ownership Share in the Seabrook Project under the Construction Permits and that the reallocations would be consistent with applicable provisions i~
of law, regulations and orders of the Commission.
In view of the facts that Unit 1 of the Seabrook Project is near completion,.that the schedule presently anticipates issuance of a low-power operating license in June of 1986, 4
that the transfers proposed by this Amendment do not raise any complex issues which are subject to this Commission's jurisdiction, and that substantial aspects of the proposed transfers are subject to the jurisdiction of other regulatory agencies whose approval is a condition precedent to the transfers, the Applicants respectfully request an expedited processing of this Amendment so that the transfers f
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can be consummated before issuance of the low-power operating license.
-Respectfully subraitted, NEW HAMPSHIRE YANKEE DIVISION OF PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE By-Edward A. Brown, President
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! COMMONWEALTH OF MASSACHUSETTS
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COUNTY OF SUFFOLK Personally appeared before me this 2/d4 day of March, 1986, Edward A. Brown, who, being duly sworn, did state that he is President of New Hampshire Yankee Division of Public
! Service Company of New Hampshire, that he is duly authorized to execute and file the foregoing amendment and request in j the name and on behalf of New Hampshire Yankee Division of Public Service Company of New Hampshire, and that the statements in said amendment and request are true to the i best of his knowledge and belief.
- #ft _ _- N j.
- Notary Public My Commission Expires
.Afety 23, /f f/
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CERTIFICATE OF SERVICE I, John A. Ritsher, one of the attorneys for the Applicants herein, hereby certify that on March 28, 1986, I made service of'the within document by mailing copies '
thereof, postage prepaid, to:
Administrative Judge Helen Hoyt Stephen E. Merrill, Esquire Chairperson Attorney General Atomic Safety and Licensing George Dana Bisbee, Esquire Board Panel Assistant Attorney General U.S. Nuclear Regulatory Office of the Attorney General Commission 25 Capitol Street Washington, DC 20555 Concord, NH 03301-6397 Dr. Emmeth A. Luebke Dr. Jerry Harbour '
Atomic Safety and Licensing. Atomic Safety and Licensing Board Panel Board Panel ,
U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission Commission Washington, DC 20555 Washington, DC 20555 Ms. Diana P. Randall Richard A. Hampe, Esquire 70 Collins Street Hampe and McNicholas Seabrook, NH 03874 35 Pleasant Street -
Concord, NH 03301 Diane Curran, Esquire Sherwin E. Turk, Esquire Harmon & Weiss Office of the Executive Legal Suite 430 Director 2001 S Street, N.W. U.S. Nuclear Regulatory Washington, DC 20009 Commission Washington, DC 20555 Atomic Safety and Licensing Robert A. Backus, Esquire Appeal Board Panel Backus, Meyer & Solomon U.S. Nuclear Regulatory 116 Lowell Street Commission P.O. Box 516 Washington, DC 20555 Manchester, NH 03105 Atomic Safety and Licensing Mr. Ed Thomas Board Panel FEMA, Region I U.S. Nuclear Regulatory John W. McCormack Post Commission Office and Court House ;
Washington, DC 20555 Post Office Square Boston, MA 02109 l
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, Paul McEachern, Esquire JoAnn Shotwell, Esquire Matthew T. Brock, Esquire Assistant Attorney General Shaines & McEachern Department of the Attorney General 25 Maplewood Avenue One Ashburton Place, 19th Floor P.O. Box 360 Boston, MA 02108 Portsmouth, NH 03801 Gary W. Holmes, Esquire Mr. Peter J. Matthews Holmes & Ells Mayor 47 Winnacunnet Road City Hall Hampton, NH 03841 Newburyport, MA 01950 Mrs. Sandra Gavutis Mr. Calvin A. Canney Designated Representative City Manager of Town of Kensington City Hall RED 1 126 Daniel Street East Kingston, NH 03827 Portsmouth, NH 03801 Senator Gordon J. Humphrey ~Mr. Angie Machiros U.S. Senate Chairman of the Washington, DC 20510 Board of Selectmen (Attn: Tom Burack) Town of Newbury Newbury, MA 01950 Senator Gordon J. Humphrey Mr. J. P. Nadeau 1 Pillsbury Street Selectmen's Office Concord, NH 03301 _ 10 Central Road (Attn: Herb Boynton) Rye, NH 03870 Mr. Donald E. Chick Mr. William S. Lord Town Manager Board of Selectmen Town of Exeter Town Hall 10 Front Street Friend Street Exeter, NH 03833 Amesbury, MA 01913 H. Joseph Flynn, Esquire Brentwood Board of Selectmen Office of General Counsel RED Dalton Road Federal Emergency Management Brentwood, NH 03833 Agency 500 C Street, S.W.
Washington, DC 20472 Philip Ahrens, Esquire Assistant Attorney General Department of the Attorney General Augusta, ME 04333 u b C?f Mohn A. Ritsher Jo A. Ritsher
- p. 'Attrchment 1 (Composite Copy) l AGREEMENT FOR JOINT OWNERSHIP, CCNS"'RUCTION AND OPERATION CF NEW HAMPSHIRE I."JCLEAR UNITS Dated: May 1,1973 I
As A= ended: May 2h. 197h ('First) ~
June 21, 197h (Second)
- September 25, 197h (Third)
! October 25, 197h (Fourth) l January 31, 1975 (Fifth) l' April 18, 1979 (sixth)
! April 18, 1979 (Seventh, not effective)
April 25, 1979 (Eighth) i June 8, 1979 (Ninth October 11, 1979 (Tenth) '
December 15, 1979 (Eleventh)
June 16, 1990 (Twelfth)
December 31, 1980 (Thirteenth)
May 25, 1982 (Fourteenth)
April 27, 1984 (Fifteenth)
June 8,1984 (Sixteenth)
March 8,1985 (Seventeenth)
Parties r Public Service Company of New Hampshire l The. United Illuminating Company i
Central Maine Power Company Fitchburg Gas and Electric Light Company Montaup Electric Company New England Power Company Central Ver=ent Public Service Corporation Canal Electric Company The Connecticut Light and Power Company
'. New Ha=pshire Electric Cooperative, Inc.
Town of Hudson, Massachusetts Light and Power Department l
Vermont Electric Generation and Transmission Cooperative, Inc.
l Massachusetts Municipal Wholesale Electric Company Maine Public Service Company Banger Hydro-Electric Company Taunton Municipal Lighting Plant Commission Note: In text that follows the verding which appears between these
! asterisks (***) is that addition made by the amendment noted in the margin.
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l INDEX Paragraph No. Subject Pegg 1 Description of the Units 2 2 Designation of the Site 2 3 Participation in the Units 3 4 Conveyance of Property 10
$ Waiver of Partition 13 6 Relationship of Participants 13 7 Environmental Studies lh 8 Design and Construction of the Units lh 9 Execution of Contracts 16 10 Insurance and Liability of Participants 16 11 Payment of Capital Costs Incurred 19 12 Operation and Maintenance of the Units 26 13 Payment of Operation and Maintenance Expenses; 27 Inventories and Puel 14 Right.to Audit 31 15 Entitlements '32 16 Dispatch of Units 32 17 Transmission of Power 33 18 Agreements - Delay in Commercial Operation Date 3h 19 Destruction, Damage, or Condemnation of Units 35 20 Other Uses of the Site 36 21 Approvals of Regulatory Agencies 38 22 Conveyance of Security Interests or in Trust 33 23 Rights re Transfer of Ownership Shares 39 24 Termination, Suspension. Shutdown or Resumption of Project 41
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X INDEX Paragraph No. Subiect Page, 25 Defaults by Participants 42 26 Arbitration 47 27 ' Notices 48 28 Severability of Provisions 49 29 Amendment 49 30 Applicable Law 50 31 Term 50 32 Miscellaneous 51 33 Certain Agreements Concerning Construction of the Units 53 34 Creation of Oversight Cemmittee 55 35 Appointment of Disbursing Agent 56 36 Change in Project Management 57 37 Creation of Executive Committee 58 Exhibit No. Description 1 Ownership Shares to be Made Available to Additional Tarticipants 2 Seabrook Costs (Other Than Site Acquisition Costs)
As of April 30, 1973 1
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e N AGREEMENI FOR JOINT OWNERSHIP, CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS Agreement made as of the first day of May,1973, by and between Public Service Company of New Hampshire (PSNH), The United Illuminating Company (UI), Central Maine Power Company (CMP), The Connecticut Light and Power Company (CIAP), Pitchburg Gas and Electric Lisht Company (Fitchburg),
Montaup Electric Company (Montaup), New Bedford Gas and Edison Light Company (New Bedford), New England Power Company (NEPCO), and Vermont Electric Power Company, Inc. (VE140) (the Original Participants). ;
Iba Original Participants are signatories to a Memorandian of Agtee-ment dated as of June 1,1972, amended by agreement dated as of July 7,1972 (the Preliminary Agreement) under which they have agreed to participate in the ownership, construction, and operation of two nuclear generating units-to be constructed in Seabrook, New Hampshire, or at an alternate site in Litchfield, New Hampshire, and initially scheduled, respectively, for 1979 and 1981 operation (the Units). The unit scheduled for operation in 1979 is hereinafter sometimes referreu to as the First Unit, and the unit scheduled for operation in 1981 is hereinafter sometimes referred to as the Second Unit.
One of these sites, as designated by PSNH in accordance with paragraph 2, is hereinafter referred to as "the Site". The Preliminary Agreement also provides for participation in ownership of the Units by Additional Participants (as defined therein). As used in this Agreement, the tem Participants shall mean the Original Participants and Additional Participants which become parties hereto.
This Agreement sets forth the rights and obligations of the Participants with respect to the ownership, construction, and operation of
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the Units.
It is agreed as follows:
- 1. M otion of the Units
. The Units shall be two nuclear fueled steen electric generat-
. ing units each of approximately 1150 MW nec capability and will include the main power transformer or transformers and those switching station facilities and connecting cables which are installed at the Site in connection with the two units. The First Unit shall initially be scheduled to commence comenercial operation on or about November 1, 1979, and the Second Unit on or about November 1,1981; provided, however, that PSNH reserves the right to revise the schedules from time to time to reflect actual progress in design, engineer-ing, licensing, procurement, and construction. In order to meet'the scheduled 1979 and 1981 comeercial operating dates, P5NH presently intends to proceed with MC license preparation pending receipt of the New Hampshire siting certificate; however, PSNH reserves the right to revise the schedules to reflect a PSNH decision, based on developments in its New Hampshire siting proceeding, to suspend or delay MC license preparation pending receipt of the New Hampshire siting certificate.
- 2. Desianation of the Site The Units will be constructed at either the Seabrook site or the Litchfield site, as determined by PSNH. Such determination will be made not later than the time at which the last license or permit required to enable commencement of construction of the Units is obtained on terms satisfactory to PSNH.
The Seabrook site is located westerly of Hampton Harbor in Seabrook, Hampton, and Hampton Falls, New Hampshire, and the Litchfield site l
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.3 is located on the easterly side of the'Merrimack River in Litchfield, New Hampshire.
- 3. Participation in the Units
'3.1 Subject to change in accordance with the provisions of this Agreement, the Units and the Property Interests as defined in para- ,
graph 4.1 of this Agreement will be owned jointly, as tenants in common with undivided interests, by the Original Participants in the following proportions:
PSNR 50.0000f, UI 20.0000 CNr 2.5505 CIAP 11.9776 Fitchburg .1716 Montaup 1.9064 New Bedford 1.3539 NEPCO 8.9430 VEICO 3.0970 Total 100.0000!,
Nothing herein shall be deemed to restrict the right of PSNH or UI to make capacity exchange arrangements on an ownership basis with other Participants which will reduce their ownership Shares a.nd increase the ownership Shares of such other Participants, i
In accordance with the P.10minary Agreement, the original Participants agree to make available to the Additional Participants portions of their interests, as set forth in paragraphs 3.2 - 3.4 below.
The proportions in which the Participants shall own the Units and be entitled co their capacity and output, as from time to time established under this Agreement, are herein referred to as the " Ownership l
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Share" or " Ownership Shares".
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- 0ver the Adjustment Periods (as defined belov), the Ovnership Share of PSNH shall be reduced and (i) the Ovnership Shares of Bangor, CMP, Hudson, M'GEC, Montaup, NB and Taunton (herein collectively referred to as the " Initial Transferees") shall be increased by 1.80lk2%,
1.05,0.0195[%,6.000915*,1.0%,2.17390%and0.13065%, respectively, and (ii) the Ovnership Share of each party which shall beco=e an Additional loth Transferee as provided in clause (e) hereof shall be increased by the Amend.
percentage Ownership Share specified by such party pursuant to said clause (e) (the Initial Transferees and Additional Transferees being herein referred to as the "Transferees" and the percentage increase of each Transferee being herein referred to as its "New Ownership Share"), as follows : ***
- * *( a ) That portion of z=ounts incurred while one or more Adjust =ent Periods are in effect for costs of the Units which would be applicable to the Ownership Share of PSNH in the absence of this provision shall be for all purposes of the Agreement deemed applicable to the Owner-ship Shares of the Transferees for which such Adjustment Periods are then in effect in the prcportion that the New Ownership Share of each such 13th Amend.
Transferee bears to the aggregate New Ovnership Shares of all Transferees for which Adjustment Periode are then in effect; provided, however, that if, at any time while the Adjust =ent Periods of Bangor, CMP, Fitchburg, Hudson, Montaup and NB are in effect, the Adjustment Period of MMWEC is not in effect, the portion of a= cunts incurred for such costs which shall be dee=ed applicable to the Ovnership Shares of the above-named Transferees shall be ecmputed as though the Adjustment Periods of !C00EC and Taunton were in effect.
"May be slightly more er less, as specified by written notice by MMWEC to PSNH.
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,5-1 For purposes of this provision, the ter=s " cost" or "ecsts" shall include the amount invoiced to the Participants, except that in the case of PSNH " cost" shall be the difference between the a=ounts invoiced to the Participants and the total amount on which such invoices-are based. Ih all cases, " costs" shall be considered to be' applicable to a Participant's Ownership Share regardless of whether payment.cf the in-
-voice has been received by PSNH and shall not include any Participant's allowance for funds used during construction or any equivalent thereof or interest, if any, paid by MMWEC pursuant to clause (f) below.
The Adjustment Period or Adjustment Periods in effect as
- to any Transferee shall be the period or periods beginning with the Effec-l -
13th tive Date with respect to each New Ownership Share of such Transferee and Amend:
ending on the earlier of (i) in the case of a Transferee having another Ownership Share, when that Share has increased by the amount of its New Ownership Share, or .(ii) in the case of each other Transferee, when such Transferee's Ownership Share is equal to its New Ownership Share, or (iii) ter=ination of the Project. If the Effective Date of the Adjustment Period
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of New Hampshire Electric Cooperative, Inc. (NH Coop) has not occurred by January 1,1981, NH Coop or PSNH may at any time thereafter, by written notice to NH Coop or PSNH, as the case may be, ter=inate the proposed acquisition of NH Coop's New Ownership Share, in which case NH Coop shall have no further rights or obligations with respect to such New Ownership Share. Such termination shall not affect the other acquisitions conte = plated herein. PSNH shall promptly notify the Participants and other Transferees of such termination.
The Effective Date with respect to the New Ovnership Shares of Bangor, CMP, Fitchburg, Hudson, Montaup and NB shall be January 31, i 1981.
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. 9 Subject to clause (f) belev, the Effective Date with respect to the New Ownership Share of FMWEC shall be the last day of the month in which MMWEC shall receive an approval of the Massachusetts Depart-ment of Public Utilities of the financing by MMWIC of the acquisition of such New Ownership Share (MDPU Order).
The Effective Date with respect to the New Ownership Share of Taunton shall be the last day of the month in which Taunton shall have received the last of the approvals of the Municipal Lighting Plant Commission of the City of Taunton and the Taunton City Council. If the 13th Effective Date of the Adjustment Period of Taunton has not occurred by Amen 4 June 30, 1981, Taunton shall have no further rights or obligations with respect to such New Ownership Share. No such ter=ination shall affect any other acquisitions of New Ownership Shares contemplated herein.
The Effective Date with respect to the New Ownership Share of NH Coop shall remain as provided in the Tenth Amend =ent, i.e.
the last day of the =onth in which the last of any required regulatory ap-provals of the type specified in Section 3 of the Seventh A=end=ent with respect to the acquisition by NH Coop of its New Ownership Share shall have been received and financing of such New Ovnership Share shall have been acco=plished.
Appeals or other requests for review of any such regula-tory approvals shall not stay the Effective Date established in the preced-ing two paragraphs of this clause (a), unless a stay is issued by the court or other body to which the appeal or request for review is directed.***
- (b) During any Adjustment Period, the Ownership Share 1
of PSNH and of each of the Transferees shall be that percentage which the I aggregate costs then applicable to such Ownership Share under the provisions 10thl Amen 6 of this Agreement including the foregoing clause (a) is of the aggregate costs then so applicable to all Participants.
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, (c) The obligation of each Transferee to pay any amount specified in the foregoing clause (a) shall be subject to the condition pre-cedent, at the time such payment is required, that PSNH shall have delivered to the Transferee:
(i) an invoice for the amount of such payment, referring to paragraph 3.1 and shoving the total costs otherwise applicable to PSNH's share, on which the Transferee's proportion is computed, and stating that the Adjustment Period has not been terminated pursuant to the foregoing clause (a);
(ii) a certificate or other instrument in record-able form of PSNH confirming the Transferee's adjusted Ownership
' Share pursuant to the foregoing clause (b) after giving effect to Amend.
the invoice specified in the preceding subclause (i); and (iii) such other instruments, certificates, opinions or documents as the Transferee may reasonably request to establish or confirm its interest in the Units, the Property Inter-ests, and related rights and interests in accordance with its ad-justed Ownership Share.
(d) 'At the time that PSNH requests from a Transferee the first pay =ent pursuant to the foregoing clause (a) inserted by the Tenth Amendment to the Agreement, PSNH shall deliver to such Transferee necessary releases, if any, fro = all trustees under bond indentures to which PSNH is a party or to which any of its assets or properties is subject, and an opinion of counsel for PSNH in form and substance satisfactory to such 1
Transferee to the effect that the Agreement, as amended by the Tenth Amend-ment to the Agreement, is the valid, legal, and binding agree =ent of PSNH and will be effective to establish as to each Transferee the full legal
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right, free land clear of any liens or security interests of mortgages or s
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, security agree =ents of PSNH, to its proportionate share of the Units, Property Interests, and related rights and interests in accordance with its adjusted Ownership Share, in accordance with the provisions of the Agree =ent.
(e) A Participant =ay becc=e an Additional Transferee with respect to an increase in its Ovnership Share by execution and delivery to PSNH of an agreement to such effect, in the for= attached as Exhibit 1 to the offer dated October 11, 1979, of PSNH vith respect to the Units, speci-fying the percentage Ovnership Share constituting such increase. If an 10th Amend Initial Transferee has agreed or shall agree to a further increase in its Ovnership Share, such further increase shall be dee=ed a separate New Owner-ship Share with respect to which such Transferee shall be deemed an Addi-tional Transferee (and not an Initial Transferee).
Any other public utility approved by PSNH, whether = uni-cipal, cooperative or investor-owned, may becc=e an Additional Transferee by entering into an Agree =ent with PSNH to such effect in the for= attached as Exhibit 2 to the offer dated October 11, 1979, of PSNH vith respect to the Units, specifying the percentage Ownership Share it agrees to acquire, and agreeing to becc=e a party to the Agreement and entitled to all rights as a Participant hereunder to the extent of its Ownership Share.***
- i f) MMWEC shall use its best efforts to ec=plete the first issuance cf securities for the financing of its New Ovnarship Share as promptly as possible after receipt of the MDPU Order. PSNH =ay, in 13th A=ent accordance with the provisions of clause (c)(1) of Paragraph 31 of this Agree =ent, invoice MZWEC for such New Ovnership Share as of the first day of the conth following the =cnth in which the MDPU Order is received. The amount of any invoice issued to MMWEC pursuant to this clause for its New Ownership Share, together with interest thereon fro = the date of said in-voice to the date of payment at a rate of thirteen percentu: (13%) per
O %
-p-annum until March 31, 1931, and thereafter at the rate equal to the rate at which PSNH has during the period accrued to its allowance for funds used during construction, shall not be due and payable until the first s
business day following receipt by EaTC of the proceeds of such initial financing. If, for any reason, W4EC shall be unable to complete such financing by June 30, 1981, (1) no further invoices shall be issued pursu-ant to the second sentence of this clause (f), (ii) Ea'EC shall be and hereby is released and discharged frc= any obligations arising under the a=end=ents to Paragraph 3.1 contained in the Thirteenth A=end:ent to the Agree =ent, which relate to the Adjust =ent Period which started on the Effective Date established under clause (a) of Paragraph 3 1, including obligations under the outstanding invoices and such invoices shall be null and void, (iii) the Effective Date of !CGEC's New Ownership Share estab '
13th liched in clause (a) of Paragraph 31 shall be deemed auto =atically can- Amend.
celled and the Effective Date of EaTC's New Ovnership Share shall there-after be the last day of the conth in which MaTC shall receive the pro-ceeds fro the first issuance of' securities for such New Ovnership Share, and (iv) such portien of the New Ownership Share theretofore acquired by EaTC shall revert to PSNH; provided, however, that EaTC shall not thereby be excused frc= the obligatien to use its best efforts thereafter to com-plete such financing in the canner conte = plated by this clause (f).***
3.2 Each Original Participant shall, if and to the extent required by the provisions of paragraphs 3.3 and 3.h, =ake available to the Additional Participants a portion of its ownership Sharms, as set forth in paragraph 3.1. In such event, the Units and the Property Interests will be owned jointly by the Original Participants and any Additional Participants so acquiring Ownership Shares.
. 3.3 The ownership Shares to be made available to Additional Participants, and the Original Participants' respective obligations to make such Ownership Shares available, are set forth in Exhibit 1 attached hereto and made a part hereof.
3.4 An Additional Participant desiring to pirticipate in ownership of the Units shall, on or before November. 30, 1974*, become a party to this Agreement and the Transmission Agreement identified in paragraph 17 of this Agreement by executing copies thereof and shall thereby acquire an ownership share in each of the Units equal to its Commitment. At the time of such execution each such Additional Participant shall reimburse each Original Participant by which any portion of its Ownership Share was made available for costs theretofore paid and incurred by such Original Participant under this Agreement in axcess of such Original Participant's ownership Share (as revised), including an " allowance for funds used during construction" at the rate or rates used by si.ch original Participant from the dates such costs were paid or incurred to the dates of reimbursement by such Additional Participant. Following their acquisition of Ownership Shares and reimbursement of Original Participants, such Additional Participants shall be deemed to be Participants for all purposes of this Agreement.
If an Additional Participant shall not, on or before
( November 30, 1974*, enter into this agreement and the Transmission Agree-i ment with valid and binding effect on such Additional Participant, it shall no longer have any right to participate in the Units.
4 Conveyance of Pronerty l
4.1 Promptly following designation of the Site in accordance with paragraph 2 cr June 30,1974 (whichever is later), PSNK shall arrange l
- Date variously changed by Amendments dated May 2h, 197h, September 25, 197h .
and October 25, 197h; and ultimately extended to January 31, 1975, by Waiver i Agreement dated December 26, 197h. !
- 11-for and complete conveyance to the Participants, in their adjusted Ownership l Shares in the Units, of title, in fee simple, to that portion of the Site which is designated by PS1El as the First and Second Unit Site (or to such portions of the First and Second Unit Site so designated as have then been ac, quired), together with such easements , rights, and permissions as may be reasonably required for the construction and. operation of the Units, but not including those required for necessary transmission lines. All of the property to be so conveyed (including such portions of the Site and such easements, rights 'and permissions) are hereinafter rsferred to as the
" Property Interests". However, PSNH shall retain authority to determina activities on the Site so as to permit the Site to qualify as an " exclusion area" for the Units and any other units which may be located on the Site. If any portions of the First and Second Unit Site have not then been acquired, they shall later be conveyed to the Participants when acquired. In desig-nating the First and Second Unit Site, PSNH will include sufficient area to permit (with such easements, rights and permissions) the use of the First and Second Unit Site for the purposes contemplated by this Agreement. In multing such easements, rights, and permissions available hereunder, PSNH shall take into account, to the extent it deems practicable, any special requirements of the other Participants' mortgage indentures as to bondable property or otherwise which are brought to the attention of PSNE. The conveyance will be by one or more indentures of co-tenancy and will be subject to any restrictions contained in the underlying deeds and any restrictioas or liens resulting from municipal action, but free of any mortgages or attach-ments. Such conveyance shall be by instruments warranting only against i defects in title based on any actions by Properties, Inc., or PSNH during their respective periods of ownership. Each Participant shall have the right to review the titles to the Property' interests. Upon notice by any l l
)
l l
O 9 w
v12-l Participant to PSNH that there is any defect in the titles to the land comprising the First.and Second Unit Site, or any lien or encumbrance with respect thereto, which, in the reasonable opinion of counsel for such Participant, would prevent said land or any improvements thereto from being used as a basis for the issuance of securities by such Participant, PSNH shall use its best efforts in cooperation with such Participant and at the expense of such Participant to eliminate or cure such defect, lien or encumbrance.
If any such defect affects more than one Participant, such expenses shall be d
shared by them in proportion to their Ownership Shares. In no event, however, shall any such defect, lien or encumbrsace permit any Participant to delay or reduce payment of its Ownership Share of the price payable for the Property Interes ts .
4.2 ' If deemed necessary by PSNH, appropriate easements in the First and Second Unit Site shall be provided to PSNH for transdssion facilities by reservation in the conveyance to Participants.
4.3 In consideration for its Ownership Share of the Property Interests each Participant shall upon delivery of the instrument conveying title thereto pay to PSNH, Properties, Inc., and/or UI, as directed by PSNE, such Participant's Ownership Share of that portion of the total Site acquisition costs to PSNH, Properties, Inc., and/or UI to the date of conveyance, including an " allowance for funds used during construction" and property taxes, allocable to the First and Second Unit Site, such total Site acquisition costs being determined in accordance with the Federal Power Commission's Uniform System of Accounts Prescribed for Class A and B Public Utilities and Licensees (the Uniform System). The portion so allocable to the First and Second Unit Site shall be that portion of such total Site acquisition costs as determined by PSNH which is equal to the sum of (i) the
, purchase price of the land included in the First and Second Unit Site and (ii) the enount by which such total Site acquisition costs exceed the aggre-gate purchase pri:e of all the land included in the Site (the costs as of April 30, 1972, of the Seabrook site being itemised'in T.xhibit 5 to the Pre-liminary Agreement). Upon delivery of such instrument of conveyance, each Participant shall also evidence full compliance with the provisions of this
. Agreement by paying, in addition to the amount payable under the first sentence of this paragraph 4.3, all suas then due and payable which are required to be paid by any other provisions of this Agreement or under any contract entered into by or on behalf of each Participant in pursuance of this Agreement.
- 5. Waiver of Partition 5.1 Each Participant hereby waives any right to partition the Units and the Property Interests or any part thereof (whether by partition in kind or by sale and disposition of the proceeds thereof) so long as the Property Interests are t. sed or useful for an electric generating unit, or for the term set forth in paragraph 31.1, whichever is less, and agrees not to commence durtsg such period any action of any kind seeking any form of partition with respect thereto whether pursuant to a remedy at common law or under any statute and waives the benefit of all laws and decisions, nov l
or hereafter enacted or decided authorizing such partition. The indenture of co-tenancy and each other deed or instrument conveying any title or right i to any Participant shall contain an express waiver of any right to partition plug the other provisions of this Agreement or such of them as,'in the opinion
- of counsel for PSNE, should appropriately be recorded in the Registry of Deeds.
?
I
- 6. Relationship of Participants
- 6.1 The obligations of the Participants are several and not joint. Any intent to create by this Agreement or by any grant, lease or
,-1L-license related hereto an association, joint venture, trust or partnership or to impose on any Participant trust or' partnership rights or obligations is expressly negatived. Except as expressly provided herein, no Participant shall have by virtue of this Agreement or of any such grant, lease or license the right or power to bind any other Participant without its express written consent.
- 7. Environmental Studies 7.1 Certain environmental studies have been either completed or commenced by PS141. Those not yet completed shall be completed and PSNE may undertake such additional environmental studies as it deems necessary or desirable in connection with the siting or design of the Units or the securing of any approvals therefor.
- 8. Design and Construction of the Units t
- B.1 PSim shall have sole responsibility for, and is fully authorized to act for the other Participants vith respect to, and shall deternine the design, engineering, procurement, installation and all other aspects of the construction of, the Units and of any modifications cr addi-tions at any time =ade to the Units, except as the Participants shall other-vise agree, all in accordance with " Prudent Utility Practice". As used herein, the ter: " Prudent Utility Practice" shall at a particular time mean any of the practices, methods and acts which, in the exercise of reasonable judg=ent in the light of the facts known to PS:m at the time the decision 6th was made, could have been expected to accomplish the desired result at a A=end reasonable cost consistent with licensing and regulatory considerations, environ = ental considerations , reliability, safety and expediticn and taking intoaccounttheinterestsofallharticipants. In determining whether any practice, =ethod or act is in accordance with Prudent Utility Practice, due
eensideration shall be given to the fact that the design and other aspects of construction of nuclear electric generating units involve the applicatien of advancing technology and are subject to changing regulatory and environ- ;
}
= ental requirements. Prudent Utility Practice is not intended to be limited 6th Amend.
to the opti=u$ practice, method or act, to the exclusion of all others , but rather to be a spectrus of possible practices, methods or acts including those involving the use of new concepts or technology. It is expected that the Nuclear Services Division of Yankee Atomic Electric Company will provide engineering and construction supervision, that the architect-engineer vill be United Engineers and Constructors, Inc., and that Westinghouse Electric Corporation will supply the nuclear steam supply system and fabrication of initial fuel loading and of several regions of reload fuel. The Participants shall share risks of employee negligence and other risks of construction in accordance with their respective ownership Shares. During the process of design and construction of the Units or of any modifications or additions thereto, PSNH shall furnish reports, at least quarterly, to all Participants with respect to progress of the project, shall provide each Participant at other times with such other information relating thereto as such Participant reasonably may from time to time request, and shall endeavor to advise all Participants concerning any design decisions which will have a significant adverse effect upon the cost of power from the Units, or upon their reliability or avafiability, and to consider responses thereto. It is recognised by the Participants that requests and consideration of responses as aforesaid must not be allowed to delay work on the 'Jnits to such an extent as to create a material adverse effect on the cost of the Units or the timetable for their completion and that PSNE will have sole discretion in making design and construction decisions.
, 9. Execution of contracts 9.1 h contracts covering design, engineering and construction services and major components of the Units and all other contracts relating to procurement, operation and maintenance of the Units, including contracts for the purchase of materials, equipment, fuel, or services for the Units shall be executed by PSNH acting for itself and as agent on behalf of each of the Participants, shall provide for several and not joint liability in proportion to the Participants' respective Ownership Shares and any provide for separate invoicing to the Participants in accordance with their Ownership Shares; provided, however, that at the request of PSNH,-any Participant shall, on its own behalf, execute any of such contracts; and provided further, that the firm or firms responsible for the engineering and construction of the Units may be authorized by PSNH to sign contracts as agent for all Participants.
Whether or not a contract is entered into in the name of all Participants, each Participant shall be severally and not jointly responsible for its ownership Share of all amounts that are payable under or with respect to the contract. No contract contemplated by this paragraph shall provide for retention of title by a supplier to property purchased for the Units after 4
the delivery of the property at the Site. It is understood that PSNH has prior to the date hereof executed in its own name certain contracts relating to the Units, including without limitation contracts with Westinghouse Electric Cor-poration for the purchase of two nuclear steam supply systems and for nuclear fuel fabrication, and each Participant by its execution hereof agrees at the '
request of PSNK to accept in writing assignments from PSNH of interests in such !
l contracts proporcional to such Participant's Ownership Share, whereupon such j i
Participant shall be severally and not jointly responsible for its Ownership l Share of all amounts payable under or with respect to such contracts.
- 10. Insurance and Liability of Participants 10.1 PSNH is authosized to obtain and maintain, and shall obtain and maintain on behalf of all Participants, policies of liability 1
, and property insurance with respect to ownership of the Property Interests and the construction, ovncrship, operation, and maintenance of the Units which shall afford protection against the insurable hazards and risks as to which the owners of units of similar size and type customarily maintain insurance, unless PSNH is unable to obtain, or to obtain on reasonable terms, any such insurance or unless Participants having Ownership Shares aggregating at least 807, agree that any such hazard or risk (other than that of nucinar liability) shall not be insured. Such coverage shall include, to the extent available, nuclear liability insurance from NE1.IA or MAE1,U, or both, in such form and in such amount as will meet the financial protection requirements of the Atomic Energy Act of 1954, as amended, and an agreement of indemnification as con-templated by Section 170 of said Act. In the event that the nuclear liability protection system contemplated by said Sectica 170 is repealed or changed, PSNE shall obtain and maintain, to the extent available on reasonable terms, alternate protection against nuclear liability.
It is recognized that the amount of property insurance available to the generating units in a nuclear electric generating station I
may (as it now is) be subject to an overait site limitation and that if so, PSNE may be unable to obtain all of the property insurance coverage which would otherwise be required by this paragraph. If, as a result of such coverage limitation, the amount of insurance proceeds received on a loss simultaneously affecting one of the Units and one or more other units or other property on the Site is less then the aggregate amount of the insurable loss, the insurance proceeds shall be allocated among the units or other property affected in proportion to the gross investments therein. If the insurance proceeds allocated (or reallocated) to any unit or other property in this manner are in excess of the insurable loss sustained as to it, such excess shall be reallocated in the same manner ameng the other units or property affected.
l l
, In the event PSIIB determines that all or a portion of the property insurance for the Units should be provided through a mutual l insurance company organized by electric utilities or otherwise, it may, following consultation with the other Participants, require all Participants to become members of such company, subject to their obtaining necassary regulatory approvals. )
i The premium for the property insurance obtained pursuant l l
hereto shall be allocated among all of the unite covered on the basis of the gross investments in the units.
In the event any portion of the insurance contea-plated by this paragraph cannot be obtained, or cannot be obtained on reasonable terms, written notice of such fact shall be gives to all
' Participants. ***PS?E shall keep the other Participants infor=ed as to the status of insurance in force. Any Participant may request additional insur-5tb ance to the extent available, and PS!E shall purchase such requested insurance Anea at the expense of such Participant. The proceeds.from such requested insur-ance shall be disbursed as directed by such Participant.***
Each insurance policy obtained pursuant to this paragraph shall name to the extent of their insurable interests all Participants as insureds, each to the same effect as .if separately insured, and shall, if a Participant so requests, include as insureds mortgagees and others holding a security interest in such Participant's undivided interest in the Units; and certificates of insurance for all such policies shall be provided to each Participant upon request.
PS!E shall have authority on behalf of all Participants ,
to settle any loss covered by any policy of insurance obtained pursuant to
. this paragraph. ***PSNH shall notify the other Participants of any such loss, and before entering into any such proposed settlement, shall notify the other l Participants of such proposed settlement, and shall, to the extent sufficient time is available, provide the other Participants with an opportunity to 5th coussent; provided, however, that such right to comment shall not be allowed A=en to delay any settlement or to affect the sole discretion of PSNE in making ;
such settle =ent.*** ,
10.2 Any uninsured loss, damage, or liability and any expenses arising out of any such loss, damage, or liability shall be borne by the Participants in accordance with their ownership Sharea.
10.3 ***For and in consideration of the fact that PSNH pursuant to this. Agreement is undertaking to design, engineer, procure, install, construct, operate and maintain the Units for and on bshalf of itself and the other Participants as their respective interests appear without any St.
A=e compensation or charge other than the recovery of PSNE's actual costs and expenses for such service, no *** Participant shall be entitled to recover frc=.
PSNH for any damages resulting from error or delay in the design, engineering, procurement, installation, or construction of either of the Units , or for any damage thereto, any curtailment of power, or any other damages of any kind, including consequential damages occurring during the course of the design, engineering, procurement, installation, construction, operation, or mainte-nance of the Units or otherwise arising out of the performance of this Agreement, unless such damages shall have resulted from a' deliberate violation of this Agreement occurring pursuant to authorized corporate action by PSNH.
~
Paymene of Capital Coses Incurred l 11.
11.1 Upon execution of this Agreement each Original Participant shall reimburse PSNH and UI such Original Participant's Ownership Share of the
total amount shown in Column (C) of Exhibit 2 to this Agreement, said amount being the sua of (a) the costs for the period prior to May 1,1972 shwn in Exhibit 4 to the Preliminary Agreement plus (b) the costs for the period May 1, 1972 through April 30, 1973.
Each Participant shall thereafter promptly after receipt of invoices from PSNH, which shall be submitted by PSNH monthly, pay to PSNR its ownership Share of any amounts incurred by PSNH additional to e those reimbursed in accordance with the innsediately preceding paragraph, whether incurred prior to tha date of this Agreement or thereafter, for
= all direct and indirect costs (other than those covered by paragraph 4.3) associated with the design and construction of the Units, including but not limited to costs incurred pursuant to paragraphs 7, 8, 10, or 21, or
, for similar costs incurred by PSNR at any time during the lives of the Units as a result of modifications or additions to the Units, including any costs of removal and reflecting any salvage. Costs for which the Participants are liable pursuant to this paragraph 11 shall be determined in accordance with the Uniform System and shall include all direct and indirect costs reasonably incurred by or on behalf of PSNH with respect to the Units or either of them which are properly chargeable to capital accounts under the Uniform System (or such similar accounts as may hereafter become appropriate) in connection with the design, engineering, procurement, installation, construction, insuring, and licensing of the Units or either of them. Such costs will also include costs incurred by PSNH in improving and developing the Site as required for the Units. Each Participant further agrees, with respect to all contracts for engineering and construction services and components of the Units as to which the Participants are separately invoiced for their Owner-ship Shares by the contractor or manufacturer, to pay promptly all such invoices properly rendered. Each Participant shall tsake available to PSNE j
upon PSNE's request the Participant's Ownership Share of such amounts as PSNE any reasonably request in order to enable PSNH to make timely payments for costs covered by this paragraph without the necessity of use by PSNE of its own funds to cover other Participants' Ownership Shares of such payments.
Any amount remaining unpaid after 15 days following the receipt of invoices or requests ur. der this paragraph shall b4 ar interest thereon from the date of invoice or request at an annual rate of 27. over the lowest interest rate then being charged by The First Nationai Bank of Boston on 90-day commercial loans; *** provided tliat any Participant vbich agrees to pay the additional expense, if any, which may be caused to PSNE by its request, may require PSNE to furnish invoices and requests for funds to it 15 days in advance of the schedule followed by PSNE as to other Participants. A Participant which requests that invoices and requests for funds be so furnished to it 15 days i
5th in advance shall not be obligated to pay interest in accordance with the A=end-preceding sentence unless it fails to pay an invoice within 30 days of its receipt thereof, or fails to provide funds so requested within 30 days of receipt of the request.*** There shall be included in the costs covered by this paragraph amounts equal to the costs of ownership to PSNH and UI (including but not limited to capital costs, including related franchise and in:ome taxes; preperty taxes; and insurance) of that portion of the Site which is not within the First and Second Unit Site as designated in accordance with paragraph 4.1, which amounts (a) for the period prior to operation of the First Unit shall be all of said costs of ownersnip and (b) for the period beginning with operation of the First Unit and prior to operation of the Second Unit shall be one-half
~
j of said costs of ownership.
i
,-22~
NAs part of the quarterly reporting procedure required by paragraph 4, F3 M shall prepare and provide to each other Participant a cash ._
flow estimate showing by quarters projected construction costs to be shared by the Participants under this Agreement throughout the construction period of the Units. such cash flow estimate shall be reviewed sentannually and revised as necessary, and copies of any such revision shall be furnished Participants with thd next progress raport furnished pursuant to paragraph 8. ,
At the beginning of each calendar year or as soon thereafter as is practicable throusbout the duration of this Agreement, FS M shall provide each other 5th Amend.'
i Participant with a schedule showing by month the projected costs to be shared by Participants during such calendar year. Throughout the construction
- period of the Units, such schedule shall be revised for the remainder of the calendar year at approximately mid-year. In addition, each monthly invoice to one of the other Participants throughout the construction period shall include, in addition to the information provided for in the preceding paragraph, sa estimate of the amounts of projected construction costs to be shared by Participants during the two months following the oma for which the invoice is submitted. All schedules and estimates provided for in this paragraph shall be for informational purposes only, and any inaccuracies or errors therein shall in as way relieve any of the other Participants from the obligation to pay promptly all invoices rendered in accordance with the provinions of this Agreement., ***
- 11.2 Within not more than 20 days after receipt of a request !
I from PSNH, each of the following Participants will make an advance payment '
tr:vard the coats of the Units (in addition to the normal conthly payments made by such Participant), of the amount set forth opposite its name belov f (which shall be the amount specified in the request):
i
w .
r The United Illu=inating Co=pany $ 3,000,000 Bangor' Hydro-Electric Co=pany . lil,7kT Central Maine Power Company 765,150 Central Vermont Public Service Corporation 539,130 Fitchburg Gas and Electric Light Cc=pany 51,h80 Hudson Light and Power Depart =ent' 5,256 Maine Public Service Company _ L38,168 Massachusetts Municipal Wholesale Electric Company 1,635,92h Montaup Electric Company 571,920 New Bedford Gas and Edison Light Company h06,170 New England Power Cc=pany 3,033,090 9th Taunton Municipal Lighting Plant 30,102 Amend <
Ver=ont Electric Power Cc=pany, Inc. 39.780
$10,627,91T The advance pay =ents shall be credited against costs of the Units applicable to the Ownership Share of such Participant and invoiced or accrued to it ec==encing *** the earlier of (i) January 1,1981, or (ii) the Effective. lith &
12th Date with respect to the New Ownership Shares of the Initial Transferees A=endsc x/
~~~
specified in paragraph 3.1(a) of the Agree =ent *** or on such earlier date as PSNH shall specify by written notice to each such Participant; provided, however, that if construction of the Units is suspended or ter=inated prior to *** the earlier of (i) January 1,1981, or (ii) the '
llth
& 12q Effective Date with respect to the New Ownership Shares of the Initial Ar.ent Transferees specified in paragraph 31(a) of the Agree =ent *** , such credit shall ec==ence as of the date of such suspension or termination.
Such credit shall be in the a=ount of the advance payment plus interest at the rate specified in paragraph 11.1 of the Agree =ent frc= the date of the advance pay =ent to the date of such credit. The a=ount of the advance 9th pay =ent to be =ade by each such Participant was arrived at by multiplying lunend twice its Ownership Share at May 31, 1979, ti=es $15,000,000, except that The United Illuminating Cc=pany's advance payment was arrived at by mul-tiplying its Ownership Share at May 31, 1979, times $15,000,000.***
_x/ This date was first changed to July 1, 1980 by the Eleventh A=end=ent which also provided "except thst in the case of The United Illu=inat-ing Co=pany said January 1, 1980, date shall not be changed and the advance payments of The United Illuminating Cc=pany shall be credited against costs of the Units applicable to its ownership Share and invoiced or accrued to it ec==encing January 1,1980." l l
l
-2 h-
- 11.3- Within not more than 20 days after receipt of a request frem PSNH, each of the following Participants vill make an advance payment toward the costs of the Units (in addition to the normal monthly payments made by
- such Participant. and the advance payment heretofore made by such Partici-pant under paragraph 11.2), of the amount set forth opposite its name belov
.(which shall be the amount specified in the reque,st):
Bangor Hydro-Electric Company $ 111,7h7 Central Maine Power Company 765,150 12th Central Vermont Public Service Amend.'
Corporation 539,130 Fitchburg Gas and Electric Light Company 51,h80 Hudson Light and Power Department 5,256 Maine Public Service Company. h38,168 Massachusetts Municipal Wholesale Electric Company 1,635.92h Montaup Electric Company 571,920 New Bedford Gas and Edison Light Company 406,170 New England Power Company 3,033,090 Taunton Municipal Lighting Plant 30,102 Vermont Electric Power Co=pany, Inc. 39.780
'$7,627,917-The advance payments shall be credited, tcgether with the advance payments made .by such Participants under paragraph 11.2, against costs of the Units applicable to the Ownership Share of such Participant and invoiced or .
accrued to it cen=encing on the earlier of (i) January 1, 1981, or (ii) -
the Effective Date with respect to the New Ownership Shares of the Initial Transferees specified in paragraph 3.1(a) of the Agreement (as amended by l
the Tenth Amendment to the Agreement); provided, however, that if construc-tion of the Units is suspended or ter=inated prior to January 1,1981, such credit shall co==ence as of the date of such suspension or terminatiion. Each such credit shall be in the amount of the advance payment plus interest at i the rate specified in paragraph 11.1 of the Agree =ent from the date of the advance payment to the date of such credit. All advance payments under paragraph 11.2 shall be credited prior to any of those under this paragraph i
11.3 l '
=-
ll.k If the Value of the Trust Estate, as. hereinafter defined, under the Collateral Trust Indenture dated as of July 2,1979, between the Company and The Connecticut Bank and Trust Conpany, as Trustee, decreases at.any time or from time to time to less than 125% of the aggregate amount of the advance pay =ents outstanding from the Participants under paragraphs 11.2 and 11.3, the advance payments shall be credited against costs of the Units applicable to the Ownership Share of each.such Participant and there-after invoiced or accrued to it, until the Value of the Trust Estate equals or exceeds 125% of the aggregate. advance payments under paragraphs 11.2 and 12t@,
11 3 not so credited. Each such credit shall include interest on the advance Amen 8 pay =ent so credited at the rate specified in paragraph 11.1 of the Agreement frc= the date of the advance payment to the date of such credit. All advance pay =ents under paragraph 11.2 shall be credited prior to any of those under paragraph 11.3. .Such credit shall be apportioned among Participants accord-ing to the size of the advance payrent of each Participant. The term "Value of the Trust Estate" as of any date shall mean (i) the number of pounds of -
U033 included in the Trust Estate =ultiplied by the dollar price per pound of U 03 3 as quoted under the' caption of " Exchange Value" in the Nuclear Ex- ,
change Ccrporation's most recently published Monthly Report to the Nuclear l Industry plus (ii) the aggregate number of dollars, if any, expended in connection with the conversion of such pounds of3U 08 into UF 6 ."
- 11.5 Notwithstanding the provisions of paragraph 11.2 of the Agreement to the contrary, advance payments made pursuant theret 13 2 shall be credited against the costs of the Units applicable to the Owner-ship Shares of Bangor, CMP, CVPS, Fitchburg, Hudson, MPSC, Montaup, NB, Taunton and VEC co==encing on the ' earlier of June 1,1981 or the first day of the month following the month in which ME'EC shall receive the pro-ceeds from the first issuance of securities to finance its increased Owner-ship Share provided in Paragraph 31 of the Agreement and in the case of
i such costs applicable to MMWEC on the earlier of June 1,1981 or the first business day folleving receipt by MMWE0 of the proceeds of such initial financing; provided, however, that if constructicn of the Units is suspended or terminated prior to su'ch date, such credit shall commence as of the date g a of such suspension or termination. Interest at the rate specified in Para-graph 11.1 of the Agreement shall continue to accrue on such advance pay-ments until the day of such credit.***
- 12. Operation and Maintenance of the Units 12.1 Subject to paragraph 16.1 vith respect to power pool' operation, PSNH shall have sole responsibility for, and is fully authorized to act for the other Participants with respect to, operation and maintenance .
of the Units (which shall include but not be. limited to replacements , repairs and fuel procurement) in accordance with *** Prudent Utility Practice (as Ae defined in paragraph 8.1)*** for the benefit of all Participants, the objec-tives being to operate the Units as efficiently, economically and reliably as feasible. The Participants shall share risks of employee negligence and other
. risks of operation. and maintenance in accordance with their respective Owner-ship Shares. In furtherance of such responsibility PSNH shall select, hire and cont'rol such personnel as.are required, which personnel shall be e=ployees solely of PSNH unless otherwise deter =ined by PSNH upon notice to the other Participants. PSNH shall keep all Participants reasonably informed with res-pect to operation and =aintenance of the Units and insofar as feasible consistently with the stated objectives shall consult with all Participants with respect to all significant decisions prior to making such decisions ex-cept (a) in e=ergency situations and (b) to the extent that such decisions relate to- =aintenance and dispatch of the Units in accordance with the pro-visions of a power pool agreement, as set forth in paragraph 16.1; provided, i
l however, that such consultation shall not be allowed to delay work on any l phase of operatien or maintenance or in any way to limit the sole discretion L
-2,7-of FSNH in =aking such decisiens. To faciliate such procedures each Partici-pant shall frc= time to time designate one person and an alternate therefor who shall represent the Participant for purposes cf such censultaticns and repcrts.
After the Units are placed in cc==ercial operation, PSNH shall furnish reports at least quarterly to all Participants with respect to the operation and main-tenance of the Units and shall at other times furnish such infer =ation relat-
~
ing thereto as the Farticipants =ay reasonably request.
- 13. Payment of Operation and Maintenance Expenses; Inventories and Fuel 13.1 The Participants shall share in the expenses of operat-ing and maintaining the Units, in accordance with their Ownership Shares.
Expenses to be so shared shall include all costs and arpenses with respect to the Units reasonably incurred and properly chargeable to the Units under the Uniform System (or such similar accounts as may hereafter become appropriate).
Without limiting the generality of the foregoing, such costs and expenses shall include (i) a properly allocated portion of PSNR administrative and general expense, " ' (ii) all costs of PSNH of keeping accounting and other records, of furnishing accounts, reports and other information with respect to the Units and of audits pursuant to paragraph 14, and (iii) all costs of 5th staffing, testing, and starting up the Units which are not capitalized. Not- A=end.
withstanding the foregoing, PSNR may elect to segregate, and to require the Participants to share per capita, any portion of such costs of keeping accounting and other records, of furnishing accounts, reports and other Laformstion and of audits, as are incurred on a per capita basis."' ,
l l
13.2 Costs of capital, franchise and income taxes, and property, business, occupation and like taxes, of each Participant shall be borne entirely by such Participant, and such items, as well as depreciation, amortization, and allowance for funds used during construction, shall not
,28-
! be deemed expenses of operating and maintaining the Units for the purposes of this para raph 13, except that there shall be included as such expenses, amounts equal to the product of (i) the costs of ownerJhip to P5NI and UI (in-ciuding but not limited to capital costs, including related franchise and income taxes; property, taxes; and insurance) of that portion of the Site not included within the First and Second Unit Site or occupied by any other generating unit in operation or under construction, which costs of ownership (a) for the period beginning with operation of the First Unit and prior to operation of the Second Unit shall be one-half of said costs and (b) for the period after operation of the Second Unit begins shall be all of said costs, multiplied f
by (ii) the ratio of the actual or expected not capabilities of the Units to the stas of the actual or expected not capabilities of all of the units in service or under construction on the Site at any time during such period.
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13.3 PSWE may request all Participants to execute contracts for nuclear fuel or for other expenses related to the operation sad mainte-nance of the Units, which contracts shall provide for several and not joint liability in proportion to their Ovnarship Shares and may provide for separate invoicing to the Participants in proportion to their Ownership Shares, and all Participants agree to pay promptly any such invoices properly rendered.
PSNE will submit to each Participant a monthly statement in reasonable detail showing all costs not so invoiced separately together with additional costs incurred by PSWE in purchasing and maintaining at apprepriate levels inventories of nuclear fuel (to the extent such fuel is not leased) and materials and supplies, said inventories being deemed at all times to be owned by Participants in their Ownership Shares and credit for the use thereof to be appropriately applied. Such monthly statement may also include such amount as PSNE may reasonably request in order to enable PSNE to make timely payments for costs covered by this paragraph 13 without necessity of use by PSM of its own funds to cover other Participant's ownership Shares
of such payments. Each Participant shall pay its ownership Share of such monthly statement within fifteen days of receipt of such statement, and any snount set forth in such statement (including the amount of any funds so requested to be provided) which is not paid by the end of such fifteen day period shall bear interest from the date of such statement at an annual rate of 27. over the lowest interest rate then being charged by The First National Bank of Boston on 90-day commercial loans; *** provided that any Participant which agrees to pay the additional expense, if any, which may be caused to PSNE by its request, may require PSNH to furnish monthly statements to it 15 days in advance of the schedule followed by PSNH as to other Participants. A 5%
Asa Participant which requests that monthly statements be so furnished to it 15 days in advance shall not be obligated to pay interest in accordece with the preceding sentence unless it fails to pay a statement within 30 days of its receipt thereof. ***
13.4 PSNH shall have sole responsibility for, and is fully 1
authorized to act for the other Participants with respect to, the procurement of nuclear fuel and purchasing and maintaining at appropriate levels inventories of materials, supplies and spare parts required for the operation and maintenance of the Units, and with respect to arranging for the storage, transportation, disposition and/or ' reprocessing of irradiated nuclear fuel and for the disposition or use of reprocessed material.
In discharging its responsibility and so acting with respect to the procurement, disposition and reprocessing of nuclear fuel, PSNE shall have the authority to determine the basis on which fuel will be procured and, subject to the terms of this Agreement, to purchase or lease uranium, plutonium or other fuel materials in an enriched or unenriched form, to arrange for the enrichment or processing of fuel materials, to arrange for
fuel design ad fabrication, or,to, purchase or lease fabricated fuel, and generally to make several and not joint,long or shrt-term commitments on behalf of each of the Participants with respect to any phase of nuclear fuel procurement, disposition and reprocessing; *** provided, however, that PSXH, in
- addition to any other notice herein required, shall keep the other Participants 5th A=end informed, insofar as practicable, of the means by which it intends to finance nuclear fuel requirements for the foreseeable future.m l
Unless arragements are made for the leasing of nuclear fuel for the Units or other special joint fuel financing arrangements are made, all such fuel, materials, supplies and spara parts for the Units shall be deemed to be owned by the Participants in their Ownership Shares.
If PSM determines that fuel materials or nuclear fuel should be obtained on a lease basis, or that other special joint fuel financ-ing arrangements should be made, it shall have the authority to enter into such a lease or other arrangement on behalf of the Participants, containing such terms, conditions and provisions as PSNE may deem appropriate, but in any event providing for several and not joint liability. Before entering into any such lease or other acrangement, however, PSNE shall notify each of the other Participants of the action to be taken and shall provide them an opportunity to comment on it, provided that any such comment shall not affect the sola discretion of PSNE to determine whether to go forward with such lease or other arrangement. If, within ten days of its receipt of such a l notification or with such longer period as may be speficied by PSNE in such notification, any Participant notifies PSNE that it may not legally participate in the lease or other arrangement without the prior approval of a regulatory l body or for any other reason, such Participant shall not be obligated to participate in such arrangement so long as such disability continues, but PSNE may (but shall not be required to) elect: l l
l
- _ - - _ . - - - . _ _ _ _ _ . . . _ , . .. ,- m.,_. . . , _ . _ ,. , - - _ _ _ _ - _ _ _ , _ _ . _ _ . _ , _ _ _ _ , - . _ _ - ,
(1) to increase the percentage participation of PSNK in the lease or other arrangement by a percentage equal to such Participant's Ownership Share in which case such Participant shall be obligated to pay, as an operating cost, to PSNH each month an amount. Sr.ual to the increase in the costs to PSNH resultihg from such election; or (ii) to cause such Participant to enter into another arrangement for the financing of its ownership Share of the fuel, such arrangement to be one chosen by such Participant but subject to review and approval by PSIEL insofar as it may conflict with or adversely affect the negotiation or implementation of the proposed lease or other arrangement for the balance of the fuel; or (iii) to require such Participant to use its best efforts to obtain any such prior approval of a regulatory body as it may require or to take such other reasonable action as may be necessary to permit it to participate legally in the arrangement; provided, that nothing herein shall be deemed to require such Participant to discharge or eliminate any security ,
outstanding on the date of this Agreement if to do so would substantially adversely affect such Participant.
Upon the request of PSNH, all Participants shall them-selves enter into any such lease or other joint arrangement.
14 Risht to Audit 14.1 *** PS';H shall keep ce=plete and accurate acccunts of all '
receipts and expenditures hereunder, in accordance with the Uniform System of Accounts prescribed for Class A and B Public Utilities and Licensees by St:
Ame:
the Pederal Power Commission as amended from time to time (or such similar accounts as may hereafter become appropriate)...* At least annually PS?E shall account to all Participants in such form as the Participants reasonably request for all expenses incurred in the design, construction, operation, and maintenance of the Units. Any reasonable requests by a Participant for an additional accounting in a different form required by it shall also be granted to the extent practicable but shall be at the expense of such l
Participant. With reasonable frequency and not less often than annually, upon the reasonable request of a major.ity in interest of the Participants other than P5M, PSNE shall make its accounts and records available at its offices at reasonable times for examination, at the expense of the Participants requesting the audit, by an independent certified public accountant or other I representative designat6d by a majority in interest of the Participants i
1 other than PSNE request'.ng the audit.
- 15. F,atitlements
'15 . 1 Each Participant shall be entitled to its ownership
- Share of the installed capacity, available capacity and hourly generatior.
of each of the Units. All deliveries of power shall be made to Participants and metered at the low side of the station transformer. Each Participant shall be responsible for all transformer and transmission losses incurred with respect to transformation and deliveries of energy for it beyond the point at which the Units are metered. Subject to the restrictions on transfer of Ownership Shares contained in paragraph 23 and to paragraph 25, any Participant shall be free to sell all or any part of its entitlements i in the Units upon such terms and to such parties as it may choose.
- 16. Dispatch of Units
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16.1 The Units shall be maintained and dispatched in accord-I ance with the provisions of the New England Power Pool Agreement as in effect
. from time to time, or the provisions of such other power pool agreement as may supersede it, so long as PSNR is a party to such Agreement. If no such l agreement is in effect, the Units shall be maintained and dispatched in accordance with the schedule determined to be appropriate by PSNH in its sole discretion, after consultation with the other Participants, it being the intention to meet to the extent' reasonably possible, the requirements and desires of all Participants.
r,--. _.y.--_r. . , _ _ . _ , . __ . m . _ . . ,_ _ _ _ _ _ . _ , _ ___,,,.,_____,_.__.,_m,_,,__..-___._.____.__.m.,____
. 17. Transmiseion of Power ,
17.1 Arrangement for transmission of its entitlement from the Units will be the responsibility of each Participant. However, this provision shall not in any respect limit any Participat's rights ander the terms of the New England Power Pool Agreement or any power pool agre6 ment which may supersede it.
17.2 Except as may otherwise be mutually agreed by the Participants, the fo11oving transmission facilities to be constructed, owned, and operated by PSNE and NEPCO will be deemed to be associated with both of the Units if the Units are constructed at the Seabrook site, and the fixed and operating costs related to them will be borne by PSNE, UI, and the other Participants in the Units in proportion to their Ownership Shares in the Units:
345 KV Line, including terminal facilities - Seabrook to Scobie S/S 345 KV Line, including terminal facilities - Seabrook to Tewksbury 345 KV Line, including terminal facilities - Seabrook to Newington In the event the Units are constructed at the Litchfield site, PSNE will designate the transmission facilities to be associated with the Units and supported by all Participants. Such determination will be consistent with any uniform policy which may then have been adopted by the NEPOOL participants I covering the designation of c:ansmission facilities to be treated as asso-ciated with particular generating units. The rights and obligations of the Participants under this paragraph 17.2 are defined and set forth in a separate agreement which shall be executed by each Participant contemporane-ously with its execution of this Agreement.
3k-
- 18. Aareements - Delay in Cousnercial Operation Date 18.1 PSim and UI (for purposes of this paragraph, the " lead ;
participants" for the Units) previously signed agreements dated as of August 7, 1972, with the lead participants for the Connecticut nuclear unit, which agree-
~
ments were intended to be signed also by the lead participant for the Pilgria 2 Unit and to provide for (1) the sharing of additional capacity made necessary by delay of the scheduled comenercial operation of either of said units or the Units (the " Additional Capacity Agreement") and (2) the temporary reallocation of capacity in the event of such delay of either of said units or the Units (the " Reallocation Agreement"). Copies of the Additional Capacity Agreement and the Reallocation Agreement have been furnished to each Participant. The Additional Capacity Agreement and the Reallocation Agreement are currently being revised both to reflect a new scheduled in-service date for the Pilgrim 2.
Unit and to acknowledge that no Participant making capacity available to others in accordance with the Reallocation Agreement should be required as a result thereof to pay a Capability Responsibility deficiency charge under Section 9.4(d) of the NEP00L Agreement on the amount of capacity so made available and to
- I provide that the signatories to, and the other entities which became bound by, the Reallocation Agreement shall take all appropriate action in the NE700L Management Comeittee to obtain appropriate waivers of the Capability Responsibility deficiency charge in such ciretastances. Each Participant understands tnat PSNE and.UI expect to sign the Additional Capacity Agreement l
and the Reallocation Agreement, revised as aforesaid, and by its execution of this Agreement expressly agrees that upon such signing by PSim and UI it will be deemed hereby to have expressly assumed all the respective obligations imposed on joint ownership participants in the Units by, and that it will thereupon be bound by, the Additional Capacity Agreement and the Reallocation Agreement, as so revised, in accoraance with the terms thereof as if such Participant had executed such Agreements.
19; Destruction. Demane, or Condemnation of Units 19.1 If either during construction or after completion of construction of either of the Units" all or substantially all of either or both of the Units or that portion constructed shall be destroyed, damaged r
I or condemned. PSNH may elect to repair, restore or reconstruct such Unit or Units to its or their former character and use or to such character and use as PSNE may then determine to be appropriate; and, in any such case, each Participant shall pay its ownership Share of the costs thereof after due credit for any not salvage or insurance proceeds realized. Although the sole responsibility and authority for making any such election shd11 rest w!th PSNE, it shall, upon request, consult with any Participant concerning the repair, restoration or reconstruction of such Unit or Units previded, l*
howe ter, that any such request or consultation shall not be allowed to delay work on repai'r, restoration or reconstruction of such Unit or Units or to affect the sole discretion of PSNH in making such election.
( 19.2 In the event that less than substantially all of either 1
or both of the Units or that portion constructed is destroyed, damaged, or '
condesmed, and such destruction, damage or condesmation does not preclude prompt completion of construction or repair, restoration or reconstruction of such Unit or Units, PSNH shall proceed with steps required to effect completion of construction or repair, restoration or reconstruction of such Unit or Units and each Participant shall pay its Ownership Share of the costs thereof after due cradic for any net salvage or insurance proceeds realized, unless Participants having at least *** 51% *** of the Ownership 15th Amend.
- Shares elect that such completion of construction or repair, restoration or reconstruction should not be effected.
19.3 If under either paragraph 19.1 or paragraph 19.2 the election is made not to repair, restore or reconstruct the Unit or Units, t
each Participant shall pay its Ownership Share of any costs or axpenses
. ,36-incurred by PSNH in the shutdown, demolition or disposal of the Unit or Units and the provisions of paragraph 24 with respect to conveyance of the Property Interests shall be applicable.
- 20. Other Uses of the Site 20.1 Participants recognize that units -in addition to the Units may be constructed and operated on other portions of the Site and that in connection therewith it may be necessary or desirable to relocate or modify some of the facilities constructed in connection with the Units. In the event of such occurrence, PSNH may, subject to the obtaining by each Participant of any necessary regulatory approvals and mortgage indenture releases (which each Participant agrees to use its best efforts to obtain),
make such relocations and modifications provided they are accomplished without cost to the Participants, other than PSNH and the participants in any such additional unit, as provided in paragraph 20.2 below'. It is further recognized that in the event of construction of additional units on the Site it may be necessary or desirable to provide for joint use by the Units and one or more other units of parts of the First and Second Unit Site, certain interests in land, and certain facilities constructed in connection with the Units such as the administration and service buildings, the cooling water intake and discharge facilities, the fuel handling facilities, the s tation transformer, and switching facilities. Such joint use shall be permitted, subject to the obtaining by each Participant of any necessary regulatory approvals and mortgage indenture releases (which sach Participant agrees to use its best efforts to obtain), and the Participants shall execute such documents as may reasonably be . required to accomplish such purpose, if arrangements are made to reimburse the Participants on an equitable basis for their investment in any facilities or land or interests in land to be jointly used and provided such joint use is accomplished without
cost to the Participants, other than PSNH and the participants in any such .
additional unit, as provided in paragraph 20.2 below.
No Participant (other than PSNH and UI) shall have any right as a result of its ownership of the Units and the Property. Interests to participate.in the ownership of any additional unit on the Site.
20.2 PSNR agrees that if the construction, operation or mainte-nasce of additional units on the Site requires relocatica or modification of, or results in an increase in the fixed, operation or maintenance costs of, the Units or results in an increase in the Participants' systen power costs because of the unavailability or reduced availability of the Units or .either of them, neither the costs of such relocations or modifications nor such increases in fixed operation, maintenance or system power costs shall be borne by t.he Participants.
20.3 In the event PSNR determines that any portion .of tins _
Property Interests, or any interest therein, is not needed for ops'stion of the Units, it may previde for the conveyance of such portion to itself or to any other purchaser for a fair and reasonable price ar.d establish the terms and conditions for such conveyance. *** Subject to obtaining necessary regulatory approvals and mortgage indenture releases where applicable (which each Participant agrees to use its best efforts to obtain), each Participant shall execute and deliver any deed or other instrument necessary to convey, free and clear of all liens and encumbrances other than (i) those which 5th existed at the time of conveyance to such Participant, (ii) liens securing A=eni taxes or other governmental charges, the payment of which is not yet delinquent, and (iii) liens and encumbrances caused by the acts or omissions of PSNR, such portion of the Property Interests or any interest therein determined by PSNR not to be necessary for the operation of the Units, and i
_ ~ . . - - - - -
38- !
. \
l upon such conveyance by it each Participant shall receive its ownership '
5th Share of the price, less any related expenses.e** Anend.
- 21. Approvals of Regulatory Agencies 21.1 PSNH shall proceed, and is fully authorized to act on behalf of all Participants, to use its best efforts to obtain all approvals or permits from regulatory agencies required for construction and operation of the Units, and all Participants shall cooperate as reasonably requested in such process. Each Participant shall be responsible for securing any approvals required for its participation in the Units and for any actions required by it pursuant to applicable statutes and governmental regulations, including but not limited to actions under the laws of The State of New Hampshire in order for such Participant to carry on such activities, if any, in New Hampshire as may be required in accordance with this Agreement.
- 22. Convevance of Security Interests or in Trust 22.1 Each Participant shall have, without need for consent from or prior offer to any other Participant, the right at any time and from time to time to convey any form of security interest including a mortgese of, or to convey to a crustee or trustees as security for its present or future bonds or obligations or securities, its Ownership Share of the Property Interests and the Units. ***Any such conveyance shall be subject to all the ter=s and conditions of this Agreement, except that agreements herein limit-ing the amount of, or means of deternining, the consideration to be paid to 6th a Participant for its right, title'and interest in any property conveyed by Acend.
it or on its behalf pursuant to paragraphs 19 3, 20.1, 20.3, 2h.5 or 25 2(d) of this Agree =ent shall not be controlling in determining such property's value for sny purposes of any mortgage indenture or other security instru=ent to which it is subject.*** Subject to such terms and conditions, any such
1 I
trustee or trustees, certgagee or holder of a security interest, any successor
~
or assign thereof, and any receiver or trustee in bankruptcy, reorganization or receivership of a Participant =ay, without need for consent of any other Participant, succeed to and acquire all rights of a Participant pursuant to this Agree =ent. No such conveyance permitted by this paragraph shall involve an interest in only one of the Units or different interests in the First Unit and the Second Unit; provided, however, that this sentence shall not be
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deemed to prohibit a Participant's creation of a security interest in par-ticular nuclear fuel.
- 23. Riahts re Transfer of Ownershio Shares 23.1 Except as contemplated by paragraph 3 and as provided in this paragraph and paragraphs 22 and 25, no Participant shall sell or transfor any portion of its ownership Share of the Units or the Property Interests.
Subject to the provisions of paragraph 32.5, any Participant may at any time sell all or any portion of its ownership Share of the Property Interests ard the Units to any entity which is engaged in the alectric utility business in New England, but no such sale shall be made unlesa PSNH and UI have (and in the event (i) of an offer of sale by either PSNH or UI to which the other does not respond with an offer to purchase or (ii) of an offer of sale by a Participant other than PSNH or UI to which neither PSNH nor UI responds with an offer to purchase, then all other Participants) have first been afforded in writing an opportunity to purchase the interest involved separately or in the aggregate on equal or better terms than those of the offer of sale and have declined such opportunity. ***Any writing to Participants pursuant to this paragraph shall specify the interest offered, the proposed terns and conditions of the sale, and the date not less than eight months from the date of the writing when it is proposed to consu== ate the sale. Failure 8th Amends by any Participant within two months of the date of the writing to respond
ho-in writing with an offer to purchase the interest involved shall be deemed 8th a declinitation of the offer of sale by'such Participant.*** In the event that (i) both PS:m and UI fail to offer to purchase or (ii) either PSim or UI offers to sell and the other fails to offer to purchase and such an offer of sale resulte in offers by more than one Participant to purchase the interest, such interest shall be apportioned in accordance with the Ownership Shares of the Participants making offers or in such other manner as the purchasing Participants agree. In the event an offer of sale results in offers by both PSNH and UI to purchase the interest, such interest shall be apportioned between them in accordance with their respective Ownership Shares, or in such other =amt as they may agree. Any Participant may e
- transfer all or part of its Ovnership Share or any right to acquire an j increased or revised Chrnership Share (a) to a wholly-owned subsidiary; or Amend (b) to another co=pany in the sa=e holding co=pany syste= or a construction trust or si=ilar entity for the benefit of the transferor or another co=pany in the sa=e holding co=pany systen,*** provided, that transfers by VELCO shall be per=itted only as set forth belov in this paragraph 23.1; or (c) in connection with a =erger, consolidation or acquisition of substantially all of the properties or all of the generating facilities of a Participant; and VEICO may, prior to September 30,1974,* transfer to Central Vermont Public Service Corporation a portion of VEICO's ownership Share equal to 1.7971%
and/or to Green Mountain Power Corporation a portion of VElf0's ownership Share equal to 1.1673%, subject in each case to the obligation of any assignee to make available to the Additional Participants, in the same manner as VELCO is obligated to do hereunder, a portion of its ownership Share equal to the ratio of its ownership Share to the original Ownership Share of VEIr0 (3.09707.)
multiplied by the Ownership Share which VE140 would have been obligated to l
"Date extended to Septe=ber 30,197h by Second Amend =ent dated June 21,197h.
I
'dl- l make available to the Additional Participants hereunder as set forth in Exhibit 1 attached hereto; and either PSNE or UI may, prior to the time of transfer of title in accordance with paragraph 4.1 hereof, transfer a portion of its Ownership Share as part of a capacity exchange on an ownership basis with another Participant. Neither any transfer permitted by the preceding sentence, nor any transfer contemplated by paragraph 3.2, paragraph 22, or paragraph 25 hereof, shall be subject to the foregoing right of refusal. Any transfer of any portion of an Ownership Share shall be made expressly subject to all
. provisions'of this Agreement. No such conveyance permitted by this paragraph shall involve an interest in only one of the Units or different interests in the First Unit and the Second Unit.
- 23.2 Notwithstanding the provisions of 23.1 but subject to the provisions of paragraph 32.5, any Participant may sell all or any portion of its Ownership Share in particular nuclear fuel provided that 14th such Participant makes arrangements to lease the fuel share so sold, that Amend.
the terms of such sale and lease arrangements do not adversely affect the rights and interests of the other Participants in such particular nuclear fuel and in its use and financing in accordance with this Agreement, and that such terms are satisfactory to PSNH. ***
- 24. Termination, Suspension, Shutdown or Resumption of Construction 24.1 Construction or operation of Unit 1 may be terminated ;
or suspended or shut down for a brief or extended period or permanently, or construction or operation may be resumed af ter suspension or shut down 15th Amend, for a brief or extended period by written agreement of Participants owning fifty-one percent (51%) or more of the Ownership Shares. Each Participant shall bear its Ownership Share of all costs of such termination, suspension or shutdown and of all costs resulting therefrom, including, in the event of resumption of construction or operation, the costs thereof.
1
24.2 Recognizing that: (a) by a vote of the Participants on September 8, 1983, construction of Unit 2 was reduced to the lowest feasible level; (b) by a vote of the Participants on March 30, 1984, it was agreed that Unit 2 be cancelled as of December 1, 1984 subject to the 15th satisfaction of two specified conditions and that, until December 1, 1984, Amend.
expenditures for Unit 2 would be further reduced to the level necessary to preserve and maintain Unit 2 and any existing permits and approvals therefor; and (c) pursuant to PSNH action of April 19, 1984, all construc-tion of Unit 2 was suspended, construction of Unit 2 shall not be resumed without a vote of Participants owning at least fif ty-one percent (51%)
of the Ownership Shares. ***
- 25. Defaults by Participants 25.1 In the avsnt of default by any Participant in any obligation pursuant to this Agreement the remaining Participants, or any of them, shall be free to invoke such remedies at law or in equity as may be deemed appropriate, subject to the arbitration provision set forth in paragraph 26 hereof. No default in the performance of any obligation other than an obligation to make any payment hereunder which the Participant may legally make shall be deemed to exist if such default is the result of an
" uncontrollable force". The term " uncontrollable force" as used herein shall mean storm, flood, lightning, earthquake, fire, explosion, failure of facilities not due to lack of proper care or maintenance, civil disturbance, labor disturbance, sabotage, var, national emergency, restraint by court or public
- authority, or other causes beyond the control of the affected Participant, which such Participant could not reasonably have been expected to avoid by exercise of due diligence and' foresight. Any Participant affected by an uncontrollable force shall use due diligence to place itself in a position to fulfill its obligations hereunder and if unable to fulfill any obligation
. . by reason of an uncontrollable force such Participant shall exercise due diligence to remove such disability with reasonable dispatch. In the event that any Participant other than PSNH shall fail to make when due any payment required by this Agreement or under any contract relating to the construction, operation or maintenance of the Units or the support of their associated transmission facilities entered into pursuant to this Agreement and payable either to PSNH or to any third party not a signatory to this Agreement, and in addition to any other rights which it may have, PSNH shall have.the right in its sole discretion to make such payment and PSNH shall, upon making such payment, be entitled to recover the amount of such payment from such defaulting Participant together with interest from the date of payment by PSNH to the date of reimbursement at an annual rate of 27. over the lowest interest rata then being charged by *. e First National Bank of Boston on 90-day cosusercial loans.
25.2 If a default by a Participant other than PSNE or UI (the
" defaulting Participant") in any obligation under this Agreement has continued for more than five conths *** after written notice of such default has been given 5th to the defaulting Participant by PSNH,*** FSNH may, in lieu of any other rights or ramedies that it may have against the defaulting Participant by reason of the default, by written notice to the defaulting Participant with copies to all other Participants, terminate all rights of the defaulting Participant under this Agreement on the date specified in such notice, which data shall not be less than thirty days after the giving of such notice.
Upon the effectiveness of such termination, (a) The defaulting Participant shall cease to have any rights in the capacity and output of the Units or any rights under this Agree-ment except as set forth in this paragraph 25.2.
(b) PSNH shall succeed to all the defaulting Participant's rights, under all contracts, leases and other instruments relating to the Daits, including this Agressent;
(c) The defaulting Participant shall pay to PSNE all amounts then owed by the defaulting Participant under the terms of this Agreement with interest thereon at the rate specified in paragraph 25.1, and the amount of any legal or other expenses incurred by PSNH in connection with such defau,1t or the tarmination of the defaulting Participant's rights under this Agreement, and, in addition, as liquidated damages , an amount equal to 25% of the lesser of (i) the defaulting Participant's net investment (as determined in accordance with the Uniform System, if applicable to the Participant, or, if not so applicable, in a manner consistent with the principles of the Uniform System) at the effectiveness of such termination ,
in the Units, the Property Interests and the fuel and operating inventories for the Units, or *"" (ii) the then fair market value of said defaulting Participant's Ownership Share in the Units, Property Interests and such fuel 6th and inventories (without giving effect to the defaulting Participant's loss Anend.
of its rights in the capacity and output of the Units pursuant to paragraph 25 2(a) above.*** Such amount of liquidated ds= ages is agreed by the Par-ticipants to be a fair and reasonable approximstion of the additicnal damages which vill result to PSNH upon the breach of this Agreement by any other Participant, which damages cannot more accurately be determined by any cther method due to the duration of this Agreement and the uncertainty whien neces-sarily exists at the date of this Agreement with respect to the costs associ-ated with the Units and to other pertinent factors, considering the protection afforded to PSNH by the provisions of paragraph 25 2(d) hereof.
(d) *** Subject to obtaining necessary regulatory approvals and mortgage indenture releases where applicable (which the defaulting Participant agrees to use its best efforts to obtain promptly), the defaulting Participant shall convey, transfer and assign to PSNH or its designees (in such 5th proportions as it may designate), free and clear of all liens and encumbrances Amend.
other than (i) those which existed at the time of conveyance to such Participant,
(ii) liens securing taxas or other governmental charges, the payment of which is not yet delinquent, and (iii) liens and encumbrances caused by the acts or St Am omissions of PSNH, all its right, title and interest in the Units, the Property Interests and the fuel and operating inventories for the Units and all contracts, leases or ather instruments relating to the Units.*** Upon the completion of'such conveyance, trans fer and assignment, PSNH shall pay to the defaulting Participant an amount equal to the lesser of (i) the defaulting Participant's net investment (as determined according to the method described in sub-paragraph (c) above) at the effectiveness of such termination in the Units, the Property Interests and the fuel and operating inventories for the Units or ***(ii) the then fair market value of said defaulting Participant's Ownership Share in the Units, Property Interests and such fuel and inventer-ies (without giving effect to the defaulting Participant's loss of its rights Anen in the capacity and output of the Units pursuant to paragraph 25.2(a) above"*,
less (iii) all amounts owed to PSNH pursuant to the terms of sub-paragraph (c) above. If the amount required to be deducted under clause (iii) of the preceding sentence is greater than the lesser of the amounts described in clauses (1) and (ii), the defaulting Participant shall remain liable for the deficiency.
- Notwithstanding any provision hereof to the contrary, a Participant shall not be deemed to be in default if (A) such Participant fails to pay its ownership Share of the cost of a capital item, as hereinafter defined, which such Participant determines after good faith investigation of all reasonable alternatives can be financed only by the issuance of bonds or other securities, and (B) (i) if such Participant is a municipal corporation, such issuance requires the approval of the voters, town meeting members or city l l
council of such municipality and is disapproved by such voters, town meeting 5ttl A=er members or city council despite the best efforts of such Participant or (ii) in the case of both a Participant which is a municipal corporation and any other l Participant, such issuance requires such authorization by a state legislature
l and such authoriz: tion is n t grant d d:spito the b:st off::rts of such Participant, and (C) such Participant tenders to PSNH within five months (or such longer period as may. be fixed by written agreement of the Participant and PSNH) after the initial payment with respect to the cost of such capital item has been requested, a good and sufficient deed conveying to PSNH, free and 1
clear of all l'iens and enctusbrances, other than (1) those which existed at the time of conveyance to such Participant, (ii) liens securing taxes or other gevenumental charges, the payment of which is not delinquent, and (iii) liens and enctanbrances caused by the acts or omissions of PSNH, the portion of the Participant's ownership Stiare in the Units determined'in accordance with the formula spa.cified belev. (Such deed shall be completed by the insertion of the percentage conveyed when the amount of the reduction is finally determinable.) If the foregoing conditions are met PSNH shall undertake the payment of the share of the cost of such capital item which such Participant !
vould otherwise have been obligated to pay, such Participant shall not be obligated to pay such share and shall not be deemed in default hereunder by reason of its failure to make such payment, and the ownership Share of such Participant shall be reduced in ace % ce with the following formula:
Sr " So (V - (1.25 x A)) 5th
( V ) Anez where:
.V = The lesser of (i) such Participant's unadjusted Ownership Share of '
the estimated fair market value of the Units, the Property Interests and the fuel and operating inventories for the Units after addition of such capital item, or (ii) such Participant's net investment as determined in accordance with the Un'. form System of Accounts prescribed for Class A and B Public Utilities and Licensees by the ,
Federal Power Connaission as anended from time to time (or such '
similar accounts as may hereafter become appropriate) in the Units, , ,
the Property Interests and the fuel and operating inventories for the Units plus such Participant's unadjusted Ownership Share of the cost of the capital item (as finally determined on the basis of the costs to PSNH.)
A = Such Participant's unadjusted Ownership Share of the cost of the I capital item which such Participant is unable to pay including interest as provided in paragraph 11.1 on any part of such cost already billed. '
S o = Such Participant's Ownership Share prior to nonpayment. '
S r = Such Participant's reduced Ownership Share.
" Cost of a (or the) capital item" means (i) costs (other than costs for which the Participants are individually responsible of'the type described j in paragraph 13.2) incurred under this Agreement for design, engineering, i procurement, installation, and construction of the Units, including costs incurred with respect to the acquisition of the Site, in excess of the estimated aggregate of such costs, which estimated aggregate of such costs for purposes of this provision is $1,075,000,000; (ii) costs (other than costs for which the Participants are individually responsible of the type described in paragraph 13.2) incurred under this Agreement with respect to renewals, replacements, modificiations, additions, extensions, betterments and improvements of the Units, whether elective, pursuant to regulatory law, or otherwise; and (iii) costs '(other than costs for which the Participants are individually responsible of the type described in paragraph 13.2) incurred under this Agreement with respect to any completion, repair, restoration or reconstruction of the Units pursuant to the terms of paragraph 19 hereof, in excess of any proceeds of insurance or award upon condesmaation available therefor. The costs required to be incurred in connection with the termination, shutdown, demolition or disposal of the Units shall not constitute " cost of a capital item", and the provisions of this paragraph shall not be
~
applicable to a failure to pay such costs."*
25.3 Failure by a Participant to insist on any occasion upon strict performance of any provision of this Agreement or to take advantage of any rights hereunder shall not be construed as a waiver thereof and no waiver of any provision of this Agreement shall be effective unless in writing and executed by Participants having at least 807. of the Ownership Shares. 1
- 26. Arbitration 26.1 Any dispute among the Participants with respect to this Agreement shall be submitted to arbitration on the request of a Participant.
Copies of any such request shall be served on all Participants and it shall specify the issue or issues in dispute and stammarize the Participant's claim with respect thereto. Within ten days after receipt of such a request authorized representatives of all Participants shall confer and attempt to agree upon appointment of a single arbitrator. If such agreement is not l
i accomplished, any Participant may request the American Arbitration Associa-tion to appoint an arbitrator in accordance with its Cosmarcial Arbitration Rules, which rules shall govern the conduct of the arbitration in the l
, absence of contrary agreement by all Participants. The arbitrator shall conduct a hearing in Nanchester, New Hampshire, and within thirty days there-
, after, unless such time is extended by agreement of all Participants, shall
- t notify the Participants in writing of his decision, stating his reasons for such decision and listing his findings of fact and conclusions of lat. The arbitrator shall not have power to amend or add to this Agreement, except as I
provided in paragraph 29 hereof. Subject to such limitation, the decision of the arbitrator shall be final and binding on all Participants except that any Participant may petition a court of competent jurisdiction for review of errors ,
of law. The decision of the arbitrator shall determine and specify how the !
expenses of the arbitration shall be allocated among the Participants.
! 27. Notices i 27.1 ***Any notice, demand, or request to any Participant '
pursuant to any provision of this Agreement shall be made in writing and shall i be delivered either in person, by prepaid telegram, or by registered or certified mail to an officer, official, or agent of the Participant at such j Participant's principal office or place of business or to such officer, 5th Amend' j official, or agent of the Participant, and at such address, as may be designated from time to time by such Participant by written rotice to the other Participants. If no such designation by written notice shall have been l made by a Participant, such Participant shall be deemed to have designated such officer, official, or agent as shall have executed the most recent amendment or addendum to this Agreement and such address as shall be shown 1
thereon.*** l l
- o
_49
- 28. Severability of Provisions.
28.1 A holding by any court having jurisdiction that any provision of this Agreement is invalid shall not result in invalidation of the entire Agreement, but all remaining terms shall remain in full force and effect.
- 29. Amendment 29.1 This Agreement may be amended from time to time by agreement in writing executed by Participants having ownership Shares aggregating at least 80% with binding effect on all Participants; provided that no such amendment shall operate to change the Ownership Share of a Participant or its right to submit disputes to arbitration in accordance with paragraph 26, without the express consent of such Participant; and provided further that without the express consent of all Participants no such amendment shall operate (a) to reduce the aforesaid percentage of the Ownership Shares required to agree to an amendment, or (b) to make the relative rights and obligations of any Participant differ in any respect from the rights and obligations of any other Participant, or (c) to change substantially (1) the description of the Units set forth in paragraph 1, (ii) the form of ownership thereof as set forth in paragraph 3, (iii) the relationship of the Participants as set forth in paragraph 6, or (iv) the nature of costs and expenses to be shared by the Participants as set forth in paragraphs 11, 13, 17, 19, and 24 In the event any provision of this Agreement is determined to be invalid under or in conflict with any applicable statute or any regulation or order of any regulatory agency having jurisdiction, or is in conflict with any provisions of any electric power pooling agreement i to which Participants owning at least 80% of the Unit are signatories, the I
l
Participants shall, unless they unanimously agree that no amendment is necessary, attempt by negotiation in good faith to agree upor an amendment of this Agreement which eliminates such invalidity or conflict while at the same time permitting the accomplishment of the objectives hereof to the greatest extent possible. In the event that agreement on an amendment cannot be reached by Participants having Ownership Shares aggregating at least 80%
the matter shall be submitted to arbitration in accorde.nce with paragraph 26.1 hereof and for this purpose only the arbitrator shall have the power to amend or add to this Agreement.
- 30. Applicable Law 30.1 This Agreement is made under and shall be governed by the law of The State of New Hampshire.
- 31. Term 31.1 This Agreement shall remain in full force and effect for the lesser of (i) the full useful lives of the Units, or of any replacement or reconstruction thereof pursuant to paragraph 19 hereof, or (ii) the period of ninety-nine years from the date of execution; provided, however, that in the event it shall be found that the Rule against Perpetuities applies, no transfer, conveyance or offering of any interest in the Units or the Property Interests shall bd required to be made, and no option or right of refusal or
. I declination with respect to any such transfer, conveyance or offering may be exercised under any provision of this ' Agreement later than twenty-one years after the death of the last to survive of the following persons living at the date of this Agreement: Elizabeth A. Tallman, child of William C. Tallman of Bedford; Deborah L. Adams, Stephen P. Adams, and Sally Anne Adams, children of William A. Adams, Jr., of Manchester; Christina J. Anderson, grandchild of .
David N. Merrill of Candia; lan B. MacDermott, Derek A. MacDermott, Kimberly S.
1 l
MacDermott, Joshua E. T. Foster, Shawn A. Tostst, and Samantha J. Foster, grandchildren of Eliot Priest of Manchester; MaryAnne Sinv111e and Dons 1d E.
Sinville, Jr., children of Donald E. Sinville of Manchester; and David R.
Harrison, Gregory J. Harrison, Maria E. Harrison, and Thomas G. Harrison, children of Robert J. Harrison of Manchester; all of the State of New Hamp-
~s hire; and provided, further that, notwithstanding the expiration of the term of this Agreement, the provisions of tiiis Agreement shall continue in ef fect after such expiration to the extent necessary to permit full effect to be given to paragraph 24.
- 32. Miscellaneous 32.1 .Each Participant shall, upon request of another .
Participant, execute and deliver any document reasonably required to implement any provision hereof.
32.2 A Participant shall not have the right to challenge any bill, invoice or statement, invoke arbitration of the same or bring any court or administrative action of any kind questioning the propriety of the same after a period of eighteen months from the date it is rendered. In the case of a bill, invoice or statement containing estimates, a Participant shall not have the right to challenge its accuracy after a period of eighteen months from the date it is adjusted to reflect the actual amounts due.
32.3 If it becomes necessary to estimate charges, any item billed on an estimated basis shall be paid when rendered. An adjustment will be made to the extent appropriate after the actual amount of the estimated item has been determined.
32.4 This Agreement sh311 be binding on succesnre and assigns of each. Participant and, insofar as permitted by law, on any receiver or trustee in bankruptcy, receivership, or reorganization of any Participant.
32.5 No assignment or transfer of any interest by any Participant except in accordance with paragraph 3.2 hereof or the third from last sentence of *** paragraph 23.1 *** shall relieve it of any of 14th Amend.
its obligations hereunder absent express release by the remaining Participants, but PSNH is authorized, on behalf of all Participants, and agrees to grant such an express release with respect to any transfer contemplated by the first refusal provision of paragraf 23 hereof upon the furnishing to PSNH of reasonable assura:.ce that the financial ability of the assignee or transferee is substantially as satisfactory as that of the Participant involved and that such assignee or transferee has met, or can reasonably be expected to meet prior to the time of issuance of a construction permit for the Units, the financial qualification requirements of the Atomic Energy Act of 1954. In the event of any transfer in accordance with paragraph 3.2 or the third from last sentence of *** paragraph 23.1 *** hereof, each Participant shall be deemed to have 14th Amend.
granted'to the Participant making such transfer its express release from all obligations under this Agreement to the extent of the interest trans-ferred except obligations outstanding at the time of such transfer whether or not due.
32.6 Any number of counterparts of this Agreement may be executed and each shall have the same force and effect as an original and as if all of the parties to all of the counterparts had signed the same instrument.
32.7 Except to the extent that the Preliminary Agreement or any exhibit thereto is specifically referred to herein and except to the ,
l extent that the continued applicability of any other agreement is specifically ]
i 4
reccgni::ed herein, this Agreement shall constitute the entire understanding between the Participants, superseding any and all previous understandings i pertaining to the subject matter contained herein.
t
- 32.8 References. The following shorthand references may have been or may be employed with respect to the named Participants,
-Initial Transferees, Additional Transferees, or Transferees as the same may be from time to time referenced in the Agreement:
Public Service Company of New Ha=pshire PSNH The United Illuminating Co=pany UI Banger Hydro-Electric Cc=pany Bangor 13 Ame Central Maine Power Cc=pany CMP Central Ver:ent Public Service Corporation CVPS The Connecticut Light and Power Company CLLP Fitchburg Gas and Electric Light Company Fitchburg Green Mountain Power Corporation GMP Hudsen Light and Power Department Hudson Maine Public Service Contany !GSC Massachusetts Municipal Wholesale Electric Company !Cf4EC Montaup Electric Cc=pany Mentaup New Bedford Gas and Edison Light Ccmpany NB New England Power Company NEP Taunten Municipal Lighting Plant Taunton Vernent Electric Cooperative, Inc. VEC Ver=cnt Electric Power Company, Inc. VELCO provided, however, that any shorthand reference shall be for that purpose I
only and shall not otherwise control or affect the operation or interpreta-tien of any of the provisions of the Agreement."'
- 33. Certain Agreements Concerning Construction of the Units 33.1 Financine of Costs. Each Participant vill use its reasonable best efforts, subject to regulatory requirements, to finance its 6th Ownership Share of the costs of conpleting in a timely manner construction Ament of the Units. If at any time a Participant (a " Delinquent Participant")
should determine that it cannot pay its Ownership Share of current construc-tion costs, it vill notify the other Participants in writing, in as timely a manner as possible. Cne or more of the remaining Participants may then, after
timely notice to all Participants, make on behalf of the Delinquent Partici-pant advances for all or part of the monthly payments due frem the Delinquent Participant. -In the event two or more Participants give notice of an intent to make advances aggregating more than the monthly payments due from the Delinquent Participant, the right to make such advances shall be apportioned between them in accordance with their respective Ownership Shares, or in such other manner as they may agree. If within 5 months after it becomes delinquent in its payment of current construction costs, the Delinquent Participant fails to reco=mence its payments, and repay the advances plus interest at the rate specified in paragraph 11.1 of the Agreement from the date of the advance to the date of repayment, then, at the option of each Participant which has made advances, (a) its Ownership Share shall be increased ar.d that of the Delinquent Participant decreased, so that the Ownership Share of each is in the proportien 6th A=en@
vhich the aggregate costs paid by it (including said advances) bears to the total costs applicable to all Participants, or (b) it shall be credited with i
the amount of its advances against pay =ents which would otherwise be due from such Participant thereafter on account of its existing Ownership Share.
Such changes in Ownership Shares shall take effect when all regulatory approvals therefor are received, and the Participants agree to use their best efforts to obtain such approvals promptly.
33.2 Termination or Suspension of censtruction or operation.
Notwithstanding any other provision of this Agreement, PSNH will not terminate the Project, suspend construction for an extended period, or defer the sched-uled dates of co=mercial operation of either of the Units, except (a) with the written agreement of Participants (including PSNH) having Ownership Shares aggregating at least 75%, or (b) unless such action is required by any law, regulation, er order of any governmental body or agency or by reason of an emergency, requirements of public safety or health, or other similar causes,###
e-
- 34. Creation of Oversight Committee 34.1 An Oversight Committee of five (5) members is hereby established to participate in the oversight of the Project. Members of the Oversight Committee shall be appointed from time to time by majority vote of Participants, with each such Participant's vote given weight proportional to its Ownership Share in the Project. Members of the Oversight Committee will have experience in nuclear construction and ope ra tio n. The Oversight Committee will hold meetings as required, but no less frequently than once a month.
It is the intent of the Participants that at all times the Oversight Committee act consistently with the regulations of the Nuclear Regulatory Commission (NFC) and that there be no delegation to, nor assumption by, the Committee of any duties or authority given to the NRC 15th licensees. Amend.
The Senior Vice President of PSNH or such other officer of PSNH with primary responsibility for managing the construction of the Project will, from time to time: (a) inform the Oversight Committee of the status of the Project and of problems and other developments at the site; and (b) meet with the Oversight Committee at such times as the Committee may request.
PSNH will consult with the Oversight Committee prior to making major decisions in connection with the Project which PSNH could reasonably expect to be of concern to the Participants. Each such con-sultation shall be as detailed as time permits. PSNH will follow the recommendations of the Oversight Committee to the extent reasonably practicable, unless PSNH believes that such recommendations are not in
accordance with the NRC regulations or prudent utility practice. The creation of the Oversight Committee shall not be deemed to affect PSNH's responsibility for construction under this Agreement.
- 35. Appointment of Disbursing Agent
- 35.1 Participants owning fifty-one percent (51%) or more of the Ownership Shares may appoint one or more disbursing agents to receive, hold and disburse payments due from Participants under the terms of this Agreement, including without limitation Paragraphs 11 and 13 of this Agreement.
35.2 All monies paid to the disbursing agent or agents shall remain the property of the Participant paying such monies until disbursed in accordance with the provisions of subparagraph 35.3. 15th 35.3 The disbursing agent or agents so appointed shall Amend, disburse monies received from Participants only to meet each Participant's own Ownership Share of the costs.
35.4 The powers, duties, responsibilities, terms of employment, compensation and other matters regarding the disbursing agent or agents so appointed shall be limited to activities reasonably incident to collection and disbursement of Participants' payments, as distinguished from those of a managing agent under paragraph 36, and shall be further defined by written agreement of Participants owning fifty-one percent (51%) or more of the Ownership Shares. The disbursing agent or agents may be removed by Participants owning fifty-one percent (51%) of the Ownership Shares, and a successor disbursing agent or agents may be appointed by Participants owning fifty-one percent (51%) of the Ownership Shares. The disbursing agent or agents may resign by giving seven days' prior written notice to all Participants.
35.5 The disbursing agent or agents so appointed may assess Participants for their Ownership Shares of the ordinary and necessary costs of carrying out the functions of the disbursing agent,_ including the costs of counsel.
3 6 '. Change In Project Management 36.1 Upon the written agreement of Participants owning fifty-one percent (51%) or more of the ownership Shares, approval of the necessary regulatory authorities, including any necessary action of the NRC,'and appointment of a managing agent under Paragraph 36.2, PSNH shall be relieved of all of its management duties, functions, responsibilities, prerogatives, discretionary rights, and authorizations to act for and on behalf of all other Participants hereunder, including, without limitation, those described in Paragraphs 8, 9, 10, 12, 13, 19, 20, and 24; provided, however, that nothing herein shall be construed so as to affect PSNH's 15th Ownership Share or its duty to pay its Ownership Share of the costs of Amend.
the Project, or to perform such other duties as are required to be per-formed by each Participant.
36.2 Upon written agreement and effective upon approval of the necessary regulatory authorities, Participants owning fifty-one percent (51%) or more of the Ownership Shares may appoint a managing agent (which may be a Participant) for the Project who shall perform all of the management duties and functions, and who shall have all of the responsibilities, prerogatives, discretionary rights, and authorizations to act on behalf of all other Participants previously vested in PSNH.
The terms, powers, duties, responsibilities, term of employment, compensa-tion and other matters regarding the managing agent so appointed, will be defined by written agreement of Participants owning fifty-one percent l
l
(51%) or more of the Ownership Shares prior to the effective date of the appointment. The Managing Agent may be removed by Participants owning at 15th least fifty-one percent (51%) of the Ownership Shares, and a successor Amend.
I Managing Agent may be appointed by Participants owning at least fif ty-one !
l percent (51%) of the Ownership Shares. The Managing Agent may resign upon written notice to all Participants.***
- 37. Creation of Executive Committee 37.1 An Executive Committee is hereby established to perform the functions set out in this Paragraph 37, subject to the limita-tions of Paragraph 37.3 and 37.4 below. The members of such Executive Committee shall be appointed from among the Chief Executivt Officers of Participants in the Units, according to the following method: all of the investor-owned utility Participants having their principal places of business in the same state (except the State of New Hampshire) shall together select, by a majority of the total Ownership Shares of such Participants, a Chief Executive Of ficer of one such Participant as an Executive Committee member (presently, the Participants in Connecticut, 16th Maine, Massachusetts and Vermont shall thus each select an Executive Amend.
Committee member), and all those Participants owned by or organized pursuant to authority of governmental entities shall select, by a majority of the total Ownership Shares of such Participants, a Chief Executive Of ficer of one such Participant as an Executive Committee member.
Such selections shall be made either at a meeting of all Participants or at a special meeting of the Participants that are to select the member.
Any member of the Executive Committee may designate an alternate to attend any meeting of the Executive Committee in his place and stead. In the event that a member resigns from the Executive Committee or becomes unable to serve as an Executive Committee member by virtue of disablement, death or resignation or removal as a Chief Executive Of ficer of a Participant, l
or if the Participant employing such member as its Chief Executive Officer ceases to be a Participant, the successor to such member shall be selected wl. thin two weeks of the date on which such vacancy first occurs and by the same method as such member being replaced was selected. The Chief Executive Officer of PSNH shall become an additional member of the' Executive Committee at such time as PSNH shall resume paying its full share of Project Costs (as defined in Paragraph 37.4) and shall remain as a member of the Executive Committee so long as PSNH continues to pay its full share of Project Costs.
37.2 The Executive Committee shall act by majority vote
. of its members present, voting per capita rather than by Ownership Share, and shall be subject to control and direction by the Participants, except insofar as the Participants have explicitly given it rights or duties by written instrument executed by Participants owning fif ty-one percent (51%) or more of the Ownership Shares, including the agreements described' 16th Amend.
in this Paragraph. The Executive Committee will hold meetings as required, but no less frequently than once a month. The Executive Committee shall appoint a Chairman, who shall have such duties, consistent with this Paragraph, as the Participants by the written agreement provided in this Paragraph 37.2 may give to him. Additional powers, duties, responsibilities, rules of procedure (with respect to quorum, voting and other procedural rules), and other matters relating to the Executive Committee, including provision for Executive Committee action by designee, shall be further defined by written agreement of Participants owning fif ty-one percent (51%) or more of the Ownership Shares; provided, however, that such agree-ment shall not conflict with this Agreement, including the rights and duties given to the Executive Committee by this Paragraph and the limitations of Paragraph 37.3.***
i.
- 37.3 (a) On a quarterly basis, or more frequently if the Executive Committee.so requests, the Project Manager shall prepare and present to the Participants an itemized cash budget for Project Costs (as defined in Paragr'aph 37.4) for each of the next six months (referred to'as the "next six months' budget") and, if construction of
- , either Unit is in progress, for Project Costs of construction through ,
- i. :
- completion, with an estimated date for scheduled commercial operation.
The Project Manager shall deliver a copy of such next six months' budget ,
' (with the estimated costs through completion and the estimated date of
! completion) to each Participant'at least ten days before the Participants' meeting called to consider it. The Executive Committee may also present l to the Participants.its recommendation with respect to the next six l
l ~ months' budget and costs through completion. The Participants shall
( review the next six months' budget, and, af ter consultation with the
! 17th Project Manager and the Executive Committee, shall either approve or Amend.
modify the aggregate dollar amount of such budget pursuant to the methods I ,
I described in either subparagraph'(b) or (c) below, as appropriate. l l
l (b) Prior to full funding of construction, the Participants shall
!- approve or modify the next six months' budget by either of the following f .
methods, as appropriate:
(i) agreement by Participants owning fif ty-one percent (51%) l t
j.
or more of the Ownership Shares in the Seabrook Project, if the aggregate j i
dollar amount of such budget does not exceed the aggregate dollar amount f [
! of the current six months' budget, provided that if Participants owning i more than forty-nine percent (49%) of the Ownership Shares in the Seabrook Project do not disagree by the tenth day after the meeting called and held to consider it, then the Participants shall be deemed to have approved such budget; or l
r
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, s 4 (ii) agreement by five (5) or more Participants owning sixty-two percent (62%) or more.uf the Ownership Shares in the Seabrook Project, iftheaggregatedollargmountofsuchbudgetexceedsthe aggregatedollaramount'ffthei;urrentsixmonths' budget, except that if such propertion and number of Pketicipants do not so agree by the tenth day af ter th t- Pa rticipants' meeting callt;d and held to consider it, then the Particfpants shall be deemed to have approved the next six months' budget in an aggregate dollar amount equal to the current six months'
~
budget.
(c) Af ter full funding of construction, the Participants shall
, 17th approve or modify the next six months' budget. by either of the following Amend.
methods, as appropriate:
(i) agreement by Participants owning fifty-one percent (51%)
or more of the Ownership Shares in j.he Seabrook Project, if the aggregate Jollar amount of such budget does not exceed one hundred and ten percent (110%) of the aggregate dollar amount of the current six months' budget, provided that if Participants owning more than forty-rine percent (49%)
of the Ownership Shares in the Seabrook Project do not disagree by the j i
tenth day af ter lhe a:eeting called and held to consider it, then the {
Participants shall be deemed tb have approved such budget; or !
l (ii) agreement by five (5) or more Participants owning sixty-two percent (62%) or mor'e of the Ownership Shares in the Seabrook Project if the aggregate dollar amount of such budget exceeds one hundred and ten i percent'(110%) of the aggregate dollar amount of the current six months' l 1
budget, except that if su-h proportion and number of Participants do not l so agree by the tenth day ai{ar the Participants' meeting called and held E
to consider it, then the Participants shall be deemed to have approved the next six months' budget in an aggregate dollar amount equal to the current 17th six months' budget. Amend.
(d) The Executive Committee shall use, and shall be entitled to rely upon, the aggregate budget so approved or deemed approved by the Participants, in performing its functions under this Paragraph.***
- 37.4 The Executive Committee shall perform the functions set out in this paragraph, and for the purpose of fulfilling these functions may also have the specific rights, and be subject to the specific duties and responsibilities, expressed in the written. instruments and agreements referred to in Paragraph 37.2 (subject to the other provisions, including the limitations, of this Paragraph 37), including the Agreement for Disbursing Agent made the 23rd day of May 1984. The Executive Committee shall (a) ensure that construction costs, costs resulting from suspension and termination (including any costs associated with restarting 16th construction after suspension), and costs of operation and maintenance of Amend.
the Units (all such costs being collectively referred to in this Paragraph as " Project Costs") incurred or proposed to be incurred by the Project Manager on behalf of Participants (including PSNH in its capacity as a Participant) are authorized by the provisions of this Agreement, including without limitation the provisions of Paragraphs 11,13 and 24.2 of this Agreement and the Resolution referred to in Paragraph 24.2; (b) ensure that Participants' payments and the funds and credits attributable to those payments are properly allocated and applied under the provisions of this Agreement, including without limitation ensuring the proper application of credits to Project Costs and the allocation of payments
m-made by each Participant to pay only such Participant's Ownership Share of such Project Costs; (c) ensure that Project Costs do not exceed reasonable budgetary limits established by the Participants from time to time, as further provided in Paragraph 37.5 below; (d) oversee the functions of and provide direction to the Disbursing Agent appointed under Paragraph 35 of this Agreement; and (e) oversee the allocation of Participants' payments made under this Agreement, including the provision of directions to the Disbursing Agent in cases where one or more of the Participants have not paid their Ownership Share of Project Costs. In respect of the functions given to the Executive Committee by Subparagraph (a) of this Paragraph 37.4, the Executive Committee is specifically directed to ensure that no liabili- 16th Amend.
ties on behalf of Participants are incurred with respect to, or billed or paid for, Project Costs of Unit 2, except insofar as such liabilities, bills or payments are consistent with the limitations of Paragraph 24.2 of this Agreement and the level of construction of Unit 2, if any, approved by l 1
the Participants under this Agreement. In respect of functions given to f I
the Executive Committee by Subparagraph (e) of this Paragraph 37.4, the ;
i Executive Committee is further authorized to continue to perform the ,
functions given it under the Interim Agreement to Preserve and Protect the Assets of and Investment in the New Hampshire Nuclear Units made as of April 27, 1984 (" Interim Agreement"), so long as the Interim Agreement remains in'effect in accordance with its terms. The Executive Committee's ,
previous acts under the Interim Agreement are hereby ratified, except that PSN3 hereby ratifies those acts only to the extent that PSNH, includ-ing its officers, agents or counsel, have knowledge or such acts.
. . 37.5 On a quarterly basis, or more frequently if the Executive Committea so requests, the Project Manager shall prepare and present to the Participants a detailed budget for Project Costs for the coming quarter and, if construction of either Unit is in progress, for Project Costs of construction through completion, with an estimated date for scheduled commercial operation. The Executive Comnittee shall also present to the Participants its recommendation with respect to such budget and costs through completion. The Participants shall review such budget in light of Prudent Utility Practice (as defined in Paragraph 8.1) and applicable regulatory requirements, and, after consultation with the 16th Project Manager and the Executive Co=mittee, shall either approve or Amend.
modify the aggregate dollar amount of such btidget. The Executive Committee shall use, and shall be entitled to rely upon the aggregate budget so approved by the Participants, in performing its functions under this Paragraph.
37.6 Neither the Executive Co=mittee nor any member or designee thereof, when acting in such capacity, nor any employer of any member or designee, nor any affiliate, agent or employee of such member, i I
designee or employer, shall by virtue of its or his relationship to the ,
Executive Co=mittee or any member or designee thereof acting in such capacity, be liable to any Participant 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 interruption and i cost of capital, connected with or resulting from the actions of the Executive Committee or of any member or designee thereof under this
4 1
Paragraph'or any agreement made pursuant to its terms, except in the event of willful misconduct. .In addition, the Participants, severally (and not jointly, or jointly and severally), in accordance with their respective Ownership Shares, agree to defend, indemnify and hold the. Executive Committee and each member and designee ~thereof, when acting in such
,; capacity, and each of the other persons or entities referred to in the Preceding' sentence, harmless against all losses, claims, expenses (includ-ing reasonable counsel fees) and liabilities, not resulting from his or 4
their willful misconduct, which may be asserted, imposed or incurred in connection with the performance of his or its responsibilities under this Paragraph or any agreement made pursuant hereto, including any 1
[ litigation arising from the foregoing. Nothing in this Paragraph shall 16th Amend.
be construed to affect any Participant's Ownership Share or its duty to pay its Ownership Share of the Project Costs or to perform such other
. duties as are required to be performed by each Participant under this Agreement.
2 7.7 The Executive Committee may assess Participants i
2 for their respective Ownership Shares of the ordinary and necessary ,
costs of carrying out the functions of the Executive Committee, including -
the reasonable costs of counsel.***
4 4
l
)
IN WITNESS WHEREOF, Public Service Company of New Hampshire, The United Illuminating Company, Central Maine Power Company, The Connecticut Light and Power Company, Fitchburg Gas and Electric Light Company, Montaup I Electric Congany, New Bedford Gas and Edison Light Company, New England Power Company, and V'ermont Electric Power Company, Inc., have caused this Agreement to be signed by their respective authorized officers and their respective
~
corporate seals to be affixed hereto as of the date first above written.
Witnesses: PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE s/ C. D. Campbell By s/ W. C. Tallman (Seal)
W. C. Tallman Its President THE UNITED ILLUMINATING COMPANY s/ Elsie M. Shanlev By s/ Angus N. Gordon, Jr. (Seal)
Angus N. Gordon, Jr.
Its President CEN11tAL MAINE POWER COMPANY s/ Geraldine Downer By s/ E. W. Thurlow (Seal)
Its President THE CONNECTICUT LIGHT AND POWER COMPANY s/ F. L. Kinney By s/ A. E. Wallace (Seal)
Its President FITCHBURG GAS AND ELECTRIC LIGHT COMPANY s/ Bruce R. Garlick By s/ Howard W. Evirs, Jr. (Seal) l Its President l
l
HONTAUP ELECTRIC COMPANY s/ H. A. Murphy By s/ John F. G. Eichorn, Jr. (Seal)
Its President NEW BEDFORD GAS AND EDISON LIGRT COMPANY s/ M. E. Fallon By a/ G. E. Anderson (Seal)
Assistant Clerk Its Financial Vice President NEW ENGIAND POWER COMPANY s/ Patrick J. Kenny By s/ James E. Tribble (Seal)
Its Vice President t.T.RMONI ELECTRIC POWER COMPANY, INC.
s/ Byron O. McCoy By s/ James E. Griffin (Seal)
Its President l
l l
State of New Hampshire County of Hillsborough The foregoing instrument was acknowledged before me this 9th day of August, 1973, by W. C. Tallman, President of Public Service Company of New Hampshire, a New Hampshire corporation, on behalf of the corporation.
s/ Ralph H. Wood (Seal)
My Com. Exp. 7/17/78 State of Connecticut County of New Haven The foregoing instrument was acknowledged before as this 5th day of June,1973, by Angus N. Gordon, Jr. , President of The United Illuminating Company, a Connecticut corporation, on behalf of the corporation.
s/ Richard F. Skinner (Seal) -
State of Maine County of Kennebec The foregoing instrument was acknowledged before me this 12th day of June,1973, by Elvin W. Thurlow, President of Central Maine Power Company, a Maine corporation, on behalf of the corporation, s/ Seward B. Brewster (Seal)
Seward B. Brewster Notary Public My Commission Expires March 12, 1976
a .
State of Connecticut County of Hartford The foregoing instrument was acknowledged before me this 3rd day of July,1973, by A. E. Wallace, President of The Connecticut Light and Power Company, a Connecticut corporation, on behalf of the corporatio'n.
s/ Francis L. Kinney (Seal)
Francis L. Kinney Notary Public My commission expires April 1, 1976 State of Massachusetts County of Suffolk The foregoing instrument was acknowledged before me this 5th day of l
July,1973, by Howard W. Evirs, Jr., President of Fitchburg Gas and Electric 'i Light Company, a Massachusetts corporation, on behalf of the corporation.
s'/ John F. Brasse11. Jr. (Seal)
State of Massachusetts County of Suffolk l
The foregoing instrument was acknowledged before me this 7th day of
~
June, 1973, by John F. G. Eichorn, Jr., President of Montaup Electric Company, 1
a Mansachusetts corporation, on behalf of the corporation, s/ William F. O'Connor (Seal)
Notary Public My Commission Expires May 27, 1977
State of Massachusetts County of Middlesex The foregoing instrument was acknowledged before me this 12th day of June,1973, by G. E. Anderson, Financial Vice President of New Bedford Gas and Edison Light Company, a Massachusetts corporation, on behalf of the corporation.
Richard M. McMorrow Notary Public s/ Richard M. McMorrow (Seal)
My Commission Expires July 5, 1979 State of Massachusetts County of Worcester The foregoing instrument was acknowledged before me this 26 day of June,1973, by James E. Tribble, Vice President of New England Power Company, a Massachusetts corporation, on bahalf of the corporation.
s/ Robert Kina Wulff (Seal)
State of Vermont County of Rutland T.u. faregoing instrument was acknowledged before me this lith day of June,1973, by James E. Griffin, President of Vermont Electric Power Company, Inc., a Vermont corporation, on behalf of the corporation.
s/ Olas G. Laird (Seal)
Notary Public l
Exhibit 1 A. Ownership Shares to be Made Available to Additional Participants Ownership Additional Partici' pant Share C%) To Be Made Available By (%)
Ashburnham Municipal Light Plant .01195 NEPC0.'................ 01176 Other Participants.... 00019 Holyoka Gas & Electric Dept. .09946 Other Participants.... 09946 Hudson Light and Power Depr.. .05780 NEPCO................. 01391
'Other Participants.... 04389 Hull Municipal Lighting Plant .01345 NE PC0 . . . . . . . . . . . . . . . . . 0134 5 l
Marblehead Municipal Light Dept. .05565 NEPC0................. 05439 Other Participants.... 00126 l .Middleborough Gas & Elec. Dept. .05598 Montaup............... 05489 Other Participants.... 00109 l
Middleton Municipal Light Dept. .02563 NEPCO................. 02515 Other Participants.... 00048 North Attleborough Elec. Dept. .03648 NE PC0 . . . . . . . . . . . . . . . . . 03 5 6 8 Other Participants.... 00080
! Templeton Manicipal Lighting Plant .03023 NEPC0................. 03023 Burlington (Vt.) Elec.~ Light Dept. .22175 Other Participants.... 22175 Eastern Maine Elec. Coop., Inc. .00256 Other Participants . . . . 00256 South Norwalk (Conn.) Elec. Works .00855 CL&P.................. 00855 N. H. Electric Coop., Inc. 2.41542 PS NH . . . . . . . . . . . . . . . . . 2 . 4154 2
a Exhibit 1 Sheet 2 B. Aggregate ownership Shares of Original Participants to be Made Available to Additional Particinants Ownership Shares Oriainal Participants To Be Made Available 3)
Central Maine Power Company .03159 The Connecticut Light and Power Co. ,15687 Fitchburg Gas and Electric Light Co. .00212
.",. Montaup Electric Company .07849
- 'New-Bedford Gas and EdiJon Light Co. .01676 New England Power Company .29531 Vermont Electric Power Co., Inc. .03835 Public Service Company of New Hampshire 2.41542 l
1 l
l l
I
Exhibit 2 PUBLIC SERVICE COMPANY OF NEW BAMPSRIRE SEABROOK COSTS (OTHER THAN SITE ACQUISITION COSTS)
AS OF APRIL 30, 1973 (COSTS OF PUBLIC SERVICE COMPANY OF lEW HAMPSRIRE AND THE UNITED ILLUMINATING COMPANY)
Col. (A) (fol. (B) Col. (C)
May 1, 1972 Prior to to May 1, 1972 Aoril-30, 1973 g t ,
costs Incurred $1,036,920 $3,796,795 $4,833,715 Allowance for Funds Used 166.887 '89.742
. 356.249 Total $1,203,807 $3,986,157 $5,189,964 Note:
Costs incurred prior to May 1,1972 shown in Column (A) are as set forth in Exhibit 4 to the Preifmf nary Agreement.
l l
, 5/1/73
FIFTH A!!ENDMER TO AGREEEhT FOR JOINI OWNERSHIP, C0!STRUCTION AND OPERATION OF NEW HAMPSHIRE NUCIE.AR UNITS This Amendatory Agreement made as of the 31st day of January,1975, by and among Public Service Company of New Hampshire (PSNH), The United Illuminating dompany (UI), Central Maine Power Company (CMP), Central Vermont Public Service Corporation (CVPS), The Connecticut Light and Power Company (CL&P),' Fitchburg Gas and Electric Light Company (Fitchburg), Green Mountain Power Corporation (GMP), Montaup Electric Company (Montaup), New Bedford Gas and Edison Light Company (New Bedford), New England Power Company (NEPCO),
I and Vermont Electric Power Company, Inc. (VElf0) (the Participants),
- 2. Ef fective Date. r This Amendatory Agreement and the amendments expressed in Section 1 hereof shall become effective in accordance with paragraph 29 of the Agreement-at such ti=e as counterparts of this instrument have been executed by all Participants.
(Fifth Amendment became effective January 31, 1975)
4 -
SIXTH AMENDMENT TO AGREEMENT FOR JOINT OWNERSHIP CONSTRUCTION AND OPERATION OF NEW HAMPSNIKE NUCT TAR unAT5 This Amendatory Agreement made b of the 18th day of April,
. 1979, by and among Public Service Company of New Hampshire (FSNET,
, . The United Illuminating Company (UI), Bangor Hydro-Electric Company l
(Banger), Central Maine Power Company (CMP), Central Yersont Public Service Corporation (CVPS), The Connecticut Light and fower Company (CL&P), Fitchburg Gas and Electric Light Company (Fitchburg), Hudson i Light and Power Department (Hudson), Maine Public Service Company (MPC), Massachusetts -Municipal Wholesale Electric Company (MMWEC),
Montaup Electric Company (Montaup), New Biedford Gas and Edison Light Company (NB), New England Power Company (NEP), Taunton Munici-pal Lighting Plant (Taunton), a'nd Vermont Electric Power Company, Inc. (VELCO) (the Participants),
6 Effective Date of this Sixth' Amendment.
When counterparts of this Amendment have been executed by Participants having ownership Shares aggregating at least 8b5, this Amendatory Agreement shall become effective in accordknce with paragraph 29 of the Agreement.
(Sixth A=enttent beca::e effective April 18,1979)
f['- .
4/19/79
- SEVENTH AMENDMENT TO AGREdMENT FOR JOINT OWNERSHIP, CCNSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCMAR UNITS This Amendatory Agreement made as of the 18th day of ' April, 1979, by and dmong Public Service Company of New Hampshire (PSNE) .
The United Illuminating Company (UI), Bangor Eydro-Electric Con-pany (Bangar), Central Maine Power Company (CMP), Central Vermont
! ~
Public Ser.vice Corporation (CVPS), The Connecticut Light and Power Company (CL&P), Fitchburg Gas and Electric Light Company (Pitchburg).
Green Mountain Power Corporation (GMP), Hudson Light and Power De-partment (Hudson), Main Public Service company (MPC), Massachu-setts Municipal Wholesale Electric Company' (WWEC), Montaup Electric Company (Montaup), New Bedford Gas and Edison Light Company (NB),
New England Power mpany (NEP),ene. Ta ton Municipal Lighting Plant J 4
' (Taunton
%d the articipanls~)? k" - %,(yELlof -
l WITNESSETH THAT:
WHEREAS, OMP was a party' to the Joint ownership, Construction and Operation Agreement' made as of May 1,1973 with respect to the ;
New Hampshire Nuclear Units, as heretofere amended by the agreeme,nts ,
dated May 24,1974; June 21,1974 ; September 25, 1974; October 25, !
1974; January 31, 1975 and April 18,1979 (the Agreement) and GMP desires hereby to again become a party to the Agreement; and the oth'er Participants are all parties to the Agreement, CVPS having become such party by virtue of a transfer from VELCO, and Bangor, Hudson'i MFC, MMWEC and Taunton having become such parties by virtue of transfers from CL&P pursuant to paragraphs 3.4 or 23 of the Agreement; and
g m.m.a.a . was ramcipants cosite to offoot, in centrdan3o
. , - i au a ;
with paragraph 29 of the Agreement, the amendment to the Agreement hereinafter set forth; '
I NOW, THgNEFORE, the Participants agree as follows:
I
- 1. Amendment.
The Agreement is hereby amended in the following respect:
1 Partaraoh 3.1. D. 3. '
The following new paragraphs are inserted after the 4
4 third paragraph. ' ..
."Over the Adjustment Period (as ' defined below), the Ownership Share of PSNH shall be reduced to' 281 and the Ownership
- Shares of Banger, CMP, CVPS, GMP, Hudson, PMWEC, Montaup, NB and Taunton (herein collectively referred to as the "Transferees")
shall be increased by (O'f,]11 57446z,g 2.173905 and 0.130655,1.801425, 1.05, 1.0%,
respectively, 1.05, 0.01957i as follows: 1
"(a) That portion of t.9eunts incurred during the Adjustment Period for costs ol +Ne Units which would be applicable to the Ownership Share of PSNF. in the absence of this provision shall for all purposes of the Agreemer.t be doened applicable to '
the Ownership Shares of the Transferees in the following proportions:
Banger 8.1835 CMP 4.546 CVPS 4.5h6 GPT .
4.5h6 Hudson .05 9 MMWEC 63 065
.- .- Montaup
4.5h6 NB 9.58 3 -
Taunton 593 100.0035 "For purposes of this provisien, the terms ' cost' or ' costs '
shall include the amount invoiced to the Participants, except that in the case invoiced to of PSNH the ' costs'and Participants shallthe betotal the amount difference on between which thein-such amou voices are based. In all cases, ' costs ' shall be considered to. be applicable payment of to thea Participant's Ownership Share regardless of whether invoice has been received by PSNH and shall not in-clude or any any Participant equivalent 's allowance for funds used during construction thereof.
"The Adjustment Period shall be the period beginning on the Effectiv.e Date of the Seventh Amendment to the Agreerent, and ending the earliest of (1) when the Transferees' Uwnership Shares have increased by the amounts stated immediately preceding this clause (a), or (ii) termination of the Project.
2 .
i i j . .
4 .
l gra \
"(b) During the Adjustment Period, the Ownership
\
i Share of PSNH and of each of the Transferees shall be that per- i
- contage which the aggregate costs then applicable to such- !
Ownership Share under the provisions of this Agreement includ-1
- ing the foregoing applicable clause (a) is of the aggregate costs then so to all Participants. I
"(c) The obligation of each Transferee to pay any amount specified in the foregoing clause (a) shall be subject to i
. the condition precedent, at the time such payment is required.
that PSNH shall have delivered to the Transferee:
t
"(1) an invoice for the amount of such t i . payment, referring to paragraph.3.1 and showing l - the total costs otherwise applicable to PSNH's !
share, on which the Transferee 's proportion is computed and stating that the Adjustment Fcriod has not been te nated pursuant to the foregoing claus ; g,
"(11) a certificate or other instrument in recordable form of PSNH confirming the Transferee's adjusted Ownership Share pursuant to the foregoing clause (b) after giving effect to the invoice specified in the preceding subclause (1); and ,
t
"(iii) such other instruments, certificates, opinions, or documents as the Transferee may reasonably request to establish or confirm its t
' interest in the Units, the Property Interest, and related property- and rights in accordance with its adjusted Ownership Share. i
"(d) At the time that PSNH requests from the Transferees the first payment pursuant to the foregeing clause (a) inserted .
I by the Seventh Amendment to the Agreement, PSNH shall deliver to' !
each of the Participants necessary releases , if any, from all trustees under bond indentures to which PSNH is a party or to which any of its assets or properties is. subject, and an opinion ;
of counsel for PSNH in form and substance satisfactory to the Transferees to the effect that the Agreement, as amended by the Seventh Amendment to the Agreement, is the valid, legal, and bind-ing agreement Transferee the.offull PSNH legaland will be effective to establish as to each right,
-security interests of mortgages or free and clear of-any liens or security agreements of PSNH, to its proportionate share of the Units, Property Interests, and related rights in accordanceand interests in accordance with the provisions of with theits adjusted Ownership Share, Agreement."
- 2. GMP Agreement.
i By causing this Seventh Amendment to be signed by its authorized officer and affixing its corporate seal hereto, Green Mountain Power
- Corporation hereby becomes a party to the Agreement subject to l
. all obligations and entitled to all rights as a Participant a
thereunder to the extent of its Ownership Share.
i 3.. Effective Date. .
When counterparts of this instrument have been executed by all the Transferees and by Participants under the Agreement (including l l
Transferees) having Ownership Shares aggregating at least 805, this Amendatory Agreement and the amendment expressed in l Section 1 hereof shall become effective in accordance with paragraph 29 of the Agreement on the last day of the month in which the last of the following has been received: l 1
(a)
Approval by tha Nuclear Regulatory Commission of .an amendment to the construction permits for the Seabrook nuclear project to reflect the changes in
. Ownership Shares described herein; (b) Approval by the New Hampshire Public Utilities Commission of the change in the Ownership Share of PSNH; (c) Approval by the Massachusetts Department _of Public Utilities of the increase in the Ownership Shares of Montaup and N3; P
! (d) Approval by the Massachusetts Department of pl l Public Utilities of the financing by MmiEC of the in-l- crease in the Ownership Share of IGWEC and the firstQQQR issuance of securities for that financing
] gg (e) Approvals of the Municipal Lighting Plant LW -y Commission of the City of Taunton, the Taunton Cit :
Council, and approval of the Massachusetts Eners ting l Council (if neededl and the requisite municipal authori- l ties of Hudson of the increase in the Ownership Shares of l Taunton and Hudson, respectively, provided, however, that r if either Taunton or Hudson, or bota shall fail to obtain bdb . all such approvals on or before October 1,1979, MWEC M -
shall automatically succeed to the rights and obligations under whichever this Amendatory of them has Agreement so failed and of, and the replace sole approval hereunder), re-
- k. .
quired under this clause -(e)ftball be the approval or the )
I h (2 Massachusetts ing by MMWEC of Department the additional of Public increase Utilities in Ownership of the financ- Share l wnicn results therefrog and V . u_
p- , . tr) ApprOvGl. if DOCdOd, by the Verm:nt Publio Servico Board of the incracsa of tho Own3rship Sharos of CVPS and
[ G MP .
Appeals or other requests for review of any of the approvals and releases under (a) through (f) above shall not stay the effective-ness hereof unless a stay is issued by the court or other body
- to which the ' appeal or request for review is directed.
PSNH and the Transferees shall use their respective .best i, efforts to pursue, obtain and assure the continued validity of the approvals ~.under (a) through (f) above whiN pply to their respective rights and obligations hereunder.
- 3. Applicable Law.
This Amendatory Agreement is made under and shall be
' governed by the laws of the State of New Hampshire.
- 4. Execution in Counterparts.
Any number of counterparts of this Amendatory Agreement .
6 may be executed and each shall have the same force and effect as an original and as if all the parties to all of the counterparts had signed the same instrument.
l IN WITNESS WHEREOF, each of the. undersigned has caused this' Agreement to be signed by an authorized officer and its respective seal to be affixed hereto on the date indicated but as of the date j first above written.
Witnesses: PUBLIC SERVICE COMPANY OP NEW HAMPSHIRg By (Seal) i l Its l l Date I
! l l -
5 l
, . l
> ,, v
' State of New Hampshire ,,
County ofc-Rillsborough
~
"c _ ._
- l The foregoing instrument was acknowledged before se this day of , 1979, by W. C. Tallman, President of Public Service Company of New Hampshire, a New Hampshire torporation, on behalf of the. corporation.
_(Seal) 1
. ..L .
THE UNITED ILLUMINATING COMPANY By (Seal)
Its Date ,
State of Connecticut County of New Haven The foregoing instrument was acknowledged before me this day of ,197 9, by , of The Uni.ted Illuminatirig Company, a Connecticut corporation, on behalf of the corporation.
(Seal) 1
- i t
- y. ,
BANGOR HYDRO-ELECTRIC Ct3tFANY i
l By (Seal) l its j
. Date State of Maine County, of. Penohsoott -
The foregoing instrument was acknowledged before me this day
.of , 1979, by of Bangor I
' Hydro-Electric Company, a Maine corporation, on behalf of the corpo-ration. >
(Seal)
CENTRAL MAINE POWER COMPANY '
By '
(Seal)
Its Date State of Maine
, County of Kennebec The foregoing instrument was acknowledged before me this day .
-of , 1979, by , of Central Maine Power Company, a Maine corporation, on behalf of the corporation (Seal) ,
-7 ,
. - . , , - - - - . - - - - - - - - . - - - - - . - - - , - - - - - - , - -,--------.--,--,a - --,
. I CENTRAL VERMONT FUBLIC SERVICE !
- CORPORATION 4 l
l
- By (Seal) l Its Date
. 1 l
State of Vermont .
County of Rutland The foregoing instrument was acknowledged before me ibis day of , 1979,'by , of Central
- Vermont Public Service Corporation, a Vermont corporation, 'on behalf of the corporation.
(Seal)
THE CON!!ECTICUT LIGHT AND PCWER COM?A:!Y By (Seal)
Its ,
Date . i l
State of Connecticut ;
County of Hartford The foregoing instrument was acknowledged before ne this day of 1979, , of The Connecticut Light and Power Company,~a Connecticut corporation, on behalf of the corporation.
(Saal.)
\; ' 6 .
I FITCHBURG GAS AND ELECTRIC LIGHT
. COMPANY By (Seal)
Its Date CommonweaIth of Massachusetts County of Worcester The foregoing instrument was acknowledged before me this day of , 1979, by , of Pitchburg Gas. and Electric Light Company, a Massachusetts corporation, on behalf-of the corporation.
(Seal)
EUDSCH LIGHT AND POWER DEPARTMENT By (Seal)
Its i Date l Commonwealth of Massachusetts .
County of Middlesex The foregoing instrument was acknowledged before se this day of- , 197 9, by , of Hudson Light and Power Department, an agency of a Massachusetts municipal corporation, on behalf of the corporation.
(Seal) m - ,. -- - - - - -- - - - - - - , , - - - - - - - -
m-- , - - , ~ + , - - - -
4 MAINE PUBLIC SERVICE COMPANT t
By (Seal)
Its ,
Date
. 8
, State of Maine County of Aroostook The foregoing instrument was' acknowledged before me this day of , 1979, by , of Maine
' Public Service Company, a Maine corporation, on behalf of the corpo-ration.
(Seal)
MASSACHUSETTS MUNICIPAL WHOLESALE
- ELECTRIC COMPANY By (Seal)
Its Date Cominonwealth of Massachusetts County of Hampden -
. 1 The foregoing instrument was acknowledged before me this day of , 1979, by ,. .
of Massachusetts Municipal Wholesale Electric Company, a Massachusetts )
i corporation, on behalf of the corporation. '
(Seal) 4
,.', r- ,
MONTAUP ELECTRIC COMPANY M 8= - STD By eal)
Its M M Date h ~
e 3d /f7f l
~f l
Cosunonwealth of Massachusetts i County of Suffolk . I The foregoing instrument was acknowledged before me thisM^ day of Aber)/ , 1979, byJ,4.E6 4 4,r.gr , /'ess,4,,t of Montaup Electric Company, a Massachusetts corporation, on behalf of the corporation.
/ -
_=_ / (Seal) s
, M/ Am= w~ qM!J /1sf /f, /f3f NEW BIDFORD GAS AND EDISON LIGHT COMPANY By (Seal)
Its Date Commonwealth of Massachusetts County.of Middlesex The foregoing instrument was acknowledged before me this day of , 1979, by , of New Bedford Gas and Edison Light Company, a Massachusetts corporation, on behalf of the corporation.
. (Seal)
O e
4
NEW ENGLAND POWER COMPANY l
- I By '(Seal)
. Its Date .
Comenonwealth of Massachusetts County of Worcester i
The foregoing instrument was acknowledged before me this day of , 1979, by ,
, of New England Power Company, a Massachusetts corporation, on behalf of the corporation.-
(Seal)
TAUNTON MUNICIPAL ~ LIGHTING PLANT By (Seal)
Its Date _
Commonwealth of Massachusetts County'of Bristol The foregoing instrument was acknowledged before me this day of , 1979, by , .
of Taunton Municipal Lighting Plant, an agency of a Massachusetts municipal corporation, on behalf of the corporation.
(Seal)
-12
. s .
GREEN MOUNTAI!! POWER CORPORATION By (Seal)
Its Date >
J i
Sta:a of Veracnt .
- County of. Chittenden The'. foregoing instrument was acknowledged before me this day!
of 1979, by
, , of Green Mountain Power Corporation, a Veront corporation, on behalf of the corporation.
(Seal):
O e
I e
O i
e 9
9 9
e e
e 9
i t'
~
i -
l
' - ' =
. . . . l
\
' EIGHTH AMENDMENT TO AGREIMENT FOR JOINT OWNERSHIP, C6NSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS j l
This Amendatory Agreement made as of the 25th day of April, 1979, by and among.Public Service Compan'y of New Hampshire (PSNH), The United 'Illeminating" Company (UI), Bangor Hydro-Electric Company (Bangor),
-Central Maiha Power Company (CMP). Central Vermont Public Service Corporation (CVPS), The Connecticut Light and Power Company (CL&P),
71tchburg Gas and Electric Light Company (Fitchburg), Hudson Light and Power-Dopartment (Hodson), Maine Fublic Service Company (MPC),
Massachusetts Municipal Onolesala Electric Company (NMWEC), Montaup Electric Company (Montaup), New Bedford Gas and Edison Light Company (NB), New England Power Company (NEP), Taunton Municipal Lighting Plant (Taunton), and Vermont Electric Power Company Inc. (VELCO) (the Participants),
- 2. Ef fective Date of this Eighth Amendment, k' hen. counterparts of this Amendment have been executed by Participants having ownership Shares aggregating at least 80%,
'this Amendatory Agreement shall become effective in accordance with paragraph-29 of the Agreement.
(Eighth A=endment became effective April 25, 1979)
NINTH AMENDMENT TO AGREEMENT FOR JOINT OWNERSHIP, CONSTRUCTION AND OPERATION OF NEW HAMPSHIRI NUCLEAR UNITS This Amandatory Agreement made as of the 8th day of June, 1979, by and among Public Service Company of New Hampshire (PSNH), The United l
i Illuminating Company (UI), Bangor Hydro-Electric Company (Bangor), i Ctneral Maine Power Company (CMP), Central Vermont Public Service Corporation (CVPS), The Connecticut Light and Power Company (CL&P),
Fitchburg Gas and Electric Light Company (Fitchburg), Hudson Light and l Power Department (Hudson), Maine Public Service Company (MPC), Massachusetts Municipal Wholesale Electric Company (MMWEC), Montaup Electric Company 1
(Montaup), New Bedford Gas and Edison Light Company (NB), New England l Power Company (NEP), Taunton Municipal Lighting' Plant (Taunton), and Vermont Electric Power Company, Inc. (VELCO) (the Participants),
l
- 2. Effective Date of th'is Ninth Amendment When counterparts of this instrument have been executed by the Participants, this Amandatory Agreement and the a=end:ent expressed in Section 1 hereof shall become effective in accordance with paragraph 29 of the Agreement.
)
(Ninth Amendment became effective June 8, 1979)
TENTH AMENDMEhT TO AGREIMENT FOR JOIhi OWNERSHIP, CONSTRUCTION AND OPERATION OF NI*=* HAMPSHIRE NUCLEAR UNITS This Amandatory Agreement made as of the lith day of October,
)
1979, by and among Public Service Company of New Hampshire (PSNH) The !
United Illuminating Company, Bangor Hydro-Electric Company (Bangor),
- Central. Maine Power Company (CMP), Central Vermont Public Service Corporation The Connecticut Light and Power Company, Titchburg Gas and Electric Light Company. Hudson Light and Power Department (Hudson),
Maine Public Service Company, Massachusetts Municipal Wholesale Electric i
Company (MMWEC), Montaup Electric Company (Mcataup), New Bedford Gas and I
Edison Light Company-(NB), New England Power Company, Taunton Municipal Lighting Plant (Taunton), Vermont Electric Cooperative, Inc. and Vermont Electric Power Company, Inc. (the Participants),
- t. . Effective Date of this Tenth Amendment.
'w*n en counterparts of this Amendnent have been executed by the Initial Transferees referred to herein and by Participants (in-cluding the initial Transferees) having Ownership Shares aggregating at least 80%, this Amandatory Agreement shall become ef fective in accordance with paragraph 29 of the Agreement.
l (Tenth Anendaent becane effective October 11,1979)
- d ELEVENTH AMENDMENT TO AGREp!ENT POR JOINT OkTERSHIP, CONSTRUCTION AND OPERATION -OF NEk' HMf? SHIRE !.TCLEAR UNITS ^
This Amendatory Agreement made as of the 15th day of December, 1979 by and among Public Service Company of New Hampshire (PSNH), The United Illuminating Company, Bangor Hydro-Electric Company, Central i
Maine Power Company, Central Vermont Public Service Corporation, The Connecticut Light and Power Company, Fitchburg Gas and Electric Lilht Company, Hudson Light and Power Department, Maine pus"lic Service Company.
- Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New Bedford Gas and Edison Light Company", New England Power Company, Taunton Municipal Lighting Plant, Vermont Electric Cooperative.
4 Inc. and Vermont Electric Power Company, Inc. (the Participants),
4.- Effective Date of this Eleventh Amendment _.
When counterparts of this Amendment have been executed by PSNH and
, the Participants named in paragraph 11.2 of the Agreement, this Amandatory Agreement shall become effective in accordanece with paragraph 29 of the Agreement.
(Eleventh Amendment became effective December 15,1979) f -- oe-- -
O >
T'.GLyTH AME'QMENT TO AGREEMENT FOR JOINT OWNERSHIP, CONSTRUC ION AND OPERATION 07 NE** HAMPSHIRE NUCLEAR UNITS This Amandatory Agreement made as of the 16th day of June,1980, by- and among Public Service Company of New Hampshire (PSNH) The United Illuminating Company, Bangor Hydro-Electric Ccmpany, Central Maine Power Company, Central Verment Public Service Corporation, The Connecticut Light and Power Company Fitchburg Gas and Electric Light Company, Hudson Light and Power Department, Maine'Public Service Company, Massachusetts Municipal Wholesale Electric Ccepany, Montaup Electric Company..New Bedford Gas and Edison Light Company, New England Power Company, Taunton Municipal Lighting Plant. Vermont Electric Cooperative, Inc. and Verment Electric Power Company, Inc. (the Participants),
- 6. Effective Date of this Twelfth Amendment.
There is provided opposite the name of each signatory to this Amendment boxes for such signatory to indicate whether it agrees or does not agree that one or both of the amendments provided in Sections 1 and 2 of this Amendment shall be applicable to such signatory. The absence of any check in such a box will be presumed to be agreement to such applicability of such Amendment. When counterparts of this Amendment have been executed by Participants having Ownership Shares ag'gregating at least 80%, this Amendatory Agreement shall become effective in accordance with Paragraph 29 of the Agreement and in accordance with the following provisier.s:
(a) Section 1 of this Amendment shall be applicable to the advance payments made by each Participant who executes a ecunterpart and agrees to such applicability. The date for com=encing crediting of advance payments of those Participants who indicate they do not so agree shall remain July 1, 1950.
(b) Section 2 of this Amendment shall be applicable to each Participant who executes a counterpart and agrees to such applicability. Each Participant who indicates that it does not agree that Section 2 shall be applicable to it shall not be obliged to make the advance payment specified in Section 2.
(c)' Section 3 of this Amendment shall be applicable to each Participant who agrees. that Section 1 shall be applicable to it. I J
(Twelfth Amendment became effective June 16,1980)
THIRTEENTH AMENDMElff' TO AGREEMEfft FOR JOINT OWNERSHIP, ESTRUCTION AND OPERATION OF NEW MAMPSHIRE NUCLEAR UNITS Tais Thirteenth Amendment.to Agreement For Joint Ownership, Construction and Operation of New Hampshire Nuclear Units (the Thirteenth Amendment), made as of the 31st day of December, 1980, by and among Public Service Company 'of New Hampshire, The United Illuminating Company, Bangor Hydro-Electric Company (Bangor), Central Maine Power Company (CMP), Central Vermont Public Service Corporation (CVPS), The Connecticut Light and Power Company, Fitchburg Gas and Electric Light Company (Fitchburg), Budson Light and Power Department (Hudson), Maine Public Service Company (MPSC), Massachusetts Municipal Wholesale Electric Company (MMWEC), Montaup Electric Company (Montaup), New Bedford Gas and Edison Light Company (NB), New England Power Company, Taunton Municipal 4
Lighting Plant (Taunton) and Vermont Electric Cooperative, Inc. (VEC)
(sometimes also collectively the Participants).
- 4. Effective Date of this Thirteenth Amendment.
When counterparts hereof have been executed by Bangor, CMP, CVPS, Fitchburg, Hudson, MPSC, MMWEC, Montaup, NB, Taunton and VEC and by Participants having Ownership Shares aggregating at least 80%, this i Thirteenth Amendment shall become effective in accordance with ;
Paragraph 29 of the Agreement. l 1
(Thirteenth Amend =ent'became effective December 31,1980) 1
e .
FOURTEENIX AMENDMENT TO AGitEEMENT FOR JOINT OWERSHIP, CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS This Fourteenth Amendment to Agreement For Joint Ownership, i
Construction' and Operation of New Hampshire Nuclear Units (the Fourteenth l
Amendmenti, made as of the 25th day of May, 1982, by and among Public '
Service Company of New Hampshire, The United Illuminating Company, Bangor .
Hydro-Electric Company (Banger), Central Maine Power Company (CMP),
l Central Vermont Pub'lic Service Corporation (CVPS), The Connecticut Light .
and Power Company, Fitchburg Gas and Electric Light Company (Fitchburg),
Hudson Light and Power Department (Hudsonl, Maine Public Service Company (MPSC), Massachusetts Municipal Whole, sale Electric Company 000iECl, Montaup Electric Ceapany .QiontaupL New Bedford Gas and Edison Light !
l Company 013)., New England Power. Company, Taunton Municipal Lighting Plant )
(,Taunton) and Vermont Electric Cooperative,. Inc. (VEC) (sometimes also '
l collectively the Participants). l f
- 4. Effective Date of this Fourteenth Amendment, When counterparte hereof have been executed by Participants having
. Ownership Shares aggregating at least 80%, this Fourteenth Amendment shall become effective in accordance with Paragraph 29 of the Agreement.
(Fourteenth Amendment became effective May 25, 1982) 1 e
FIFTEENTH AMENDMENT OF AGREEMENT FOR JOINT ONNERSHIP, CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS This Fifteenth Amendment to Agreement for Joint Ownership, Construction and Operation of New Hamp; hire Nuclear Units (the "Fif teenth Amendment") made as of the "47th day of April, 1984, by and among Public Service Company of New Hampshire, The United Illuminating Company, Bangor Hydro-Electric Company, Central Maine Power Company, Central Vermont Public Service Corporation, Canal Electric Company (successor 3
in interest to New Bedford Gas and Edison Light Company), The Connecticut Light and Power Company, Fitchburg Gas & Electric
. Light Company, Hudson Light & Power Department, Maine Public Service Company, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative. Inc., Taunton Municipal Lighting Plant, and Vermont Electric Generation and Trans-mission Cooperative, Inc. (the " Participants").
- 8. When counterparts hereof have been executed by Participants having Ownership Shares aggregating at least eighty percent (80%), the provisions of this Fifteenth Amendment shall become effective in accordance with Paragraph
$ 29 of the Agreement. '
i l
(Fifteenth Amendment became effective April 27, 1984) l
SIKTEENTH AMENDMENT OF AG'REEMENT FOR JOINT OWNERSHIPo CONSTRUCTION AND OPERATION OF NEN HAMPSHIRE NUCLEAR UNITS This Sixteenth Amendment to Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear
~
Units (the " Sixteenth Amendment") made as of th'e 8th day of June, 1984, by and among Public Service Company of New Hampshire ("PSNH") The United Illuminating Company, Bangor Hydro- Electric Company, Central Maine Power Company, Central Vermont Public Service Corporation Canal Electric Company (successor in interest to New Bedford Gas and Edison Light Company), The Connecticut Light and Power Company, Fit'chburg ,
Gas & Electric Light Company, Hudson Light & Power Department, Maine Public Service Company, Massachusetts Municipal Wholesale Electric Company, Montaup Electric Company, New England Power Company, New Hampshire Electric Cooperative, Inc., Taunton 1
Municipal Lighting Plant, and Vermont' Electric Generation and i
Transmission Cooperative, Inc. (the " Participants").
- 4. When counterparts hereof have been executed by Participants having Ownership Shares aggregating at least eighty percent (80%), the provisions of this Sixteenth Amendment shall become effective in accordance with Paragraph 29 of the Agreement.
I f (Sixteenth Amendment became effective June 8,1984)
SEVENTEENTH AMENDMENT'TO AGREEMENT.FOR JOINT OWNERSHIP, CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS This Seventeenth Amendment to Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units (the " Seventeenth Amendment") made as of the 8th day of March, 1985, by and among Public Service Company of New Hampshire, The United Illuminating Company, Bangor Hydro-Electric-Company, Centcal Maine Power Company, Central Vermont Public Service Corporation, Canal Electric Company (successor in interest to New Bedford Gas and Edison Light Company), The Connecticut Light and Power Company, Fitchburg Gas & -Electric Light Company, Hudson Light & Power Department, Maine Public
, Service Company, Massachusetts Municipal Wholesale Electric -
Company, Montaup Electric Company, New England Power Company, ,
-New Hampshire Electric Cooperative, Inc., Taunton Municipal Lighting Plant, and Vermont Electric Generation and Transmission Cooperative, Inc. (the " Participants") .
(Seventeenth Amendment became effective March 8, 198')
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Seabrook. Unit 1 & Common Target Budget 4
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July 24,1985 e
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. l s Seabrook Unit 1 & Common Total Cost Comparison 8/30/84 7/24/85 Target Budget Update Target Budget Update (7/31/84 Data Date) (5/31/85 Data Date) 2.86 To Date Cost 3.36
. 2.07 Cash 2.27 O.79 AFUDC 1.09 -
1.62 To-Go Cost 1.20 0.83 Cash 0.62 0.79 AFUDC 0.58 4.48 TOTAL 4.56 .
( Figures Are Dollars In Billions) l l
l SenorcMm State und 1 & Comna ya,98t Suo9et Ano Scn* owe Vocate 7 24<85
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- Seabrook Station Unit 1
[ FORECAST OF CUMUbd T [E CkSH i
(Excluding AFUDC and Fuel) soo- .
TotalCash inesemimate i
$823.6 MM -
hM
\ aco- ,"Cardigency n
\/ $37.3 MM I
100 -
p e.- Total
- Flowed i _ #
j - j Cash
- ,. eco - p $786.3 MM
- c -
p 0 To-Go Cash p
$617.5 MM i
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g A3SIOI N3DlJ3 F3 M3A3M J3J3 A35303N3DlJ3 F3 M3A3M 3 J 3 J3 A3 83 08 M 3 Dj 1984 1985 1986 l
Seabrook Station Unit 1 & Common Cash Forecast- 6/85 Through 12/86 s Monthly Cumulative 206.1 (Aug 84 Thru May 85)
June 29.9 236.0 July 41.0 277.0 August 43.6 320.6 September 41.5 362.1 October 55.7 417.8 November 53.1 470.9 December 55.1 526.0 1985 Subtotal 319.9
~
January 43.9 569.9 February 39.0 608.9 March 38.6 647.5 April 28.9 676.4 May 27.7 704.1 June 26.8 730.9 July 27.9 758.8 August 9.3 768.1 September (1.4) 766.7 October 2.5 769.2 November 3.2 772.4 December 13.9 786.3 1986 Subtotal 260.3 Indeterminate Allowance And Contingency . 37.3 823.6 i
TOTAL Cash To<no 617.5 (Figures Are Dollars in Mi;tions) l Seaoroom staban uns 1 a common Target swaget Ana seneewie uooste ra4,as l
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Seabrook Station Unit la Common - 7/24/85 Target Budget Update 55 y
50 4e" -
O 1 40 q 35 I W M l
%rw
- 3;0" LJ q c c 15 y -
10 c"
- r. ash Flow Does fl0i inciude indetermnate Aiic.ince rd" And d
0l Contogency Of $3; Jmm it.see Page 4!
-5l' A 9 0 fl 0 J F M 5 M J J A S 0 ll D J F M 0fl0 AMJJ -
193b 1984 1985 1/24485 Target Suoget Ano Scnocum upcote Sesoroc* Staten Unst 1 & Cornmon
6 s NEW HAMPSHIRE YANKEE
- ESTIMATED INITIAL CORE PRICING
~
(5 MILLIONS)
FUEL COMPONENT AMOUNT URANIUM 5 50.66 -
~
CONVERSION 2.65 ENRICHMENT 30.33 FABRICATION 21.71 TOTAL 1105.35 e
19
t fp .
1 Applicant: EUA Power Corpor-tion Nuclear Plant: Seabrook.
Sources Of Funds For Construction Expenditures During Period Of Construction Of Subject Nuclear Power Plant
('Ihousands of Dollars)
Source Of Funds Application Of Funds Proceeds from Sale of Equity *
$ 45,237 Purchase of Sellers Sunk Cost in Seabrook Plant $ 40 159 Proceeds from Sale of Long-Term Debt 180,947 Fuel 31,641 Total Source of Ebnds $226,184 Reimbursement of Sellers for Construction Costs to 6/30/86 Plant 64,819 Fuel 1,714 Closing Delay Payments 17,992 Interest Paid to the Initial Four Sellers to Closing on the Above Amounts 16,040 Closing Payment 30,900 Sub-total Payment at Closing 203,265 Construction Costs to 10/86 Plant 4,946 Fuel 616 l
Allowance For Funds Used During Construction 17,357 From Closing to 10/86 (AFUDC)
Total Plant and Fuel 226,184 Imss: Non-Cash AFUDC (17,357) 208,827 Plus: Interest Expense From Closing to 10/86 13,886 3
Dividends on Preferred Stock 3,471 gg to m Total Application of Funds $226,184 s[
-SI Capital Structure ($ %) - See Page 3 attached.
l i
6- Attachment 3 Page 2 of 3
, EUA Pcwer Corporation v.
Asstantions Regarding Source's Of Funds Schedule (a) The closing on the purchase oflSeabrook interests will occur on June 30, 1986.
.(b) The long-term debt interest rate will be 25%.
(c) The preferred stock and common stock will be purchased by EUA Power's parent, Eastern Utilities Associates. The preferred stock will have a dividend rate of 25%.
(d) The target capital structure is 20% equity (all but $10,000 is preferred) and 80% debt.
(e) Preferred dividends and interest on-debt are paid as accrued.
(f) Interest paid to the original four Sellers' is at the rate of 12.8%
~
cmpounded semi-annually.
4
Att:chnent 3 Page 3 of 3 j' A EUA Power Corporation
~
Schedule A
-(Thousands of Dollars)
Capital Structure 10/86 Teng-Term Debt $180,947 Preferred Stock 45,227
- Connon Stock 10
[
$226,184 i
. . - . . , . . . , _ , . _ _ . . _ _ _ . . . . . - - ,