ML20212A803

Suppl 3 to Amend 57 to 730330 Application for License & Request for Partial Transfer of CPPR-135 & CPPR-136. Certificate of Svc Encl

ML20212A803
Person / Time
Site:	Seabrook
Issue date:	07/22/1986
From:	Ritsher J PUBLIC SERVICE CO. OF NEW HAMPSHIRE, ROPES & GRAY
To:	Office of Nuclear Reactor Regulation
References
NUDOCS 8607290135
Download: ML20212A803 (74)

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ropes & GRAY 225 FRANKLIN STREET BOSTON, MASSACHUSETTS O2ilO TELEX NUMBER 940519 ROPGRALOR BSN TELEX NUMBER 95i973 ROPES GRAY BSN 000f TWENTY-SECOND STREET, N.W.

T E LECOPIE R$; (617) 423-2377 WASHINGTON, D.C 20037 (6i7)423 784: (202) 429-1600 INTERNATIONAL 4617) 423-6905 TELECOPIER:(202) 429-1629 July 22, 1986 United States Nuclear Regulatory Commission Directorate of Licensing Office of Regulation Washington, D. C. 20045 Attention: Director Re: Supplement No. 3 to 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, Amendment 57 to the above License Application as filed on l March 26, 1986, the undersigned, as counsel for the licensees named in the above Construction Permits, hereby supplements the information supplied in Amendment 57 by submitting twenty-two copies of the following documents:

(i) Addendum to Agreement of Purchase and Sale, dated June 30, 1986, between Bangor-Hydro Electric Company and Eastern Utilities Associates and EUA Power Corporation; 8607290135 860722

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- Ropts & GRAY (ii) Addendum to Agreement of Purchase and Sale, dated ,

June 26, 1986, between Maine Public Service Company and Eastern Utilities Associates and EUA Power Corporation; (iii) Addendum to Agreement of Purchase and Sale, dated June 23, 1986, between Central Maine Power Company and Eastern Utilities Associates and EUA Power Corporation; (iv) Addendum to Agreement of Purchase and Sale, dated June 27, 1986, between Central Vermont Public Service Corporation and Eastern Utilities Associates and EUA Power Corporation; and (v) Addendum to Agreement of Purchase and Sale, dated June 30, 1986, between Fitchburg Gas and Electric Light Company and Eastern Utilities Associates and EUA Power Corporation.

This filing completes the Amendment. If you have any further questions, please contact the undersigned. j l

Respectfully submitted, By Jo A.-Ritsher, counsel f the licensees i

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3 CERTIFICATE OF SERVICE I, John A. Ritsher, one of the attorneys for the Applicants herein, hereby certify that on July 22, 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 Robert Carrigg, Chairman Richard A. Hampe, Esquire Board of Selectmen Hampe and McNicholas Town Office 35 Pleasant Street Atlantic Avenue Concord, NH 03301 North Hampton, NH 03862 Diane Curran, Esquire Sherwin E. Turk, Esquire Andrea C. Eerster, Esquire Office of the Executive Legal Harmon & Weiss Director Cuite 430 U.S. Nuclear Regulatory 2001 S Street, N.W. Commission Washington, DC 20009 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 442 John W. McCormack Post Commission Office and Court House Washington, DC 20555 Post Office Square Boston, MA 02109 i

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Paul McEachern, Esquire Carol S. Sneider, Esquire Matthew T. Brock, Esquire Assistant Attorney General Shainec & 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 Chairman, Board of Selectmen City Manager RFD 1 - Box 1154 City Hall Kensington, NH 03827 126 Daniel Street 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. Thomas F. Powers, III 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 RFD Dalton Road Federal Emergency Management Brentwood, NH 03833 Agency 500 C Street, S.W. Judith H. Mizner, Esquire Washington, DC 20472 Silvergate, Gertner, Baker Fine, Good & Mizner Philip Ahrens, Esquire 88 Broad Street Assistant Attorney General Boston, MA 02110 Department of the Attorney General Augusta, ME 04333

Administrative Judge Sheldon J.

Wolfe, Esquire, Chairman Atomic Safety and Licensing Board Panel U.S. Nuclear Regulatory Commission Washington, DC 20555 L h J A. Ritsher

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ADDENDUM TO AGREEMENT OF PURCHASE AND SALE THIS ADDENDUM made this 30th day of June, 1986, by and between Bangor Hydro-Electric Company, a Maine corporation

(" Seller"), Eastern Utilities Associates, a Massachusetts trust with transferable shares ("EUA") and EUA Power Corporation, a New Hampshire Corporation (" Purchaser") amends and supplements '

that certain Agreement of Purchase and Sale (" Purchase Agreement") by and between Seller and EUA made February 19, 1986, as follows:

1. Adiustment of Purchase Price. The figure "$6,000,000" in Section 2.2 (iii) of the Purchase Agreement is changed to

"$1,447,000". Section 4.2 of the Purchase Agreement is deleted.

2. Additional Interest. Section 4.1(b) of the Purchase Agreement is deleted and the following new section 4.1(b) and Section 4.1(c) are added in its place:

"(b) Pay carrying charges to Seller at the rate stipulated in Section 4.l(c) below, compounded semi-annually on January 1 and July 1, calculated (1) for the period June 1, 1985 to the Closing Date on the aforesaid payment of

$12,600,000; and (ii) for the periods from the respective dates of such payments to the closing Date, on all cash ,

payments made or to be made by Seller that are to be reimbursed pursuant to Section 4.1(a) above; and i

(c) The rate of the carrying charges referred to in Section 4.1(b) above shall be 12.8% nar annum, erovidad that(1) of said rate shall October 1, 1986, increase to 17% nar annum on the later or (ii the date which is 30 days following the satisfaction (or) waiver by Seller or Purchaser, as the case may be) of the conditions set forth in Sections 5(b) (excepting only approval by the Securities '

and Exchange Commission contemplated by clause (i) thereof) and 6(b) of this Agreement and Sections 7(c), 7(c-1) and

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7(d) of the Addendum to this Agreement dated as of the 30th day of June, 1986."

3. Elimination of Termination Provision. Section 9 of the i

i Purchase Agreement is hereby deleted.

4. Closina. Section 2.5 of the Purchase Agreement is amended to read as follows:

l "2.5. The transactions contemplated by the Purchase

) Agreement shall be closed and consummated at a closing (the i " Closing") at 10:00 a.m., local time, at the offices of Devine, Millimat, Stahl & Branch, or such other offices as  ;

shall be agreed to by EUA and Seller, on that date (the l

" Closing Date") which is 30 days following the satisfaction (or waiver by Seller or Purchaser, as the case may be) of each of the conditions set forth in sections 5 and 6 of this Agreement and Sections 7(c), 7 (c-1) and 7(d) of the Addendum to this Agreement dated as of the 30th day of June, 1986, or if the 30th day shall not be a business day, then upon the business day next following said 30th day.

The Seller and Purchaser may agree upon an earlier Closing Data, and it is the intention of the parties to proceed to Closing as expeditiously as possible."

5. Satisfaction of Financina Condition. The condition stated in Section 5(e) of the Purchase Agreement shall be i

deemed satisfied for all purposes of the Purchase Agreement if l

unsecured debt financing (without a requirement of a guarantee by, or any liability, contingent or otherwise, on the part of, l

j EUA) in an amount sufficient to consummate the purchase and sale of Seller's ownership Share is available to Purchaser (or

! would be available if following the incurrence of such debt Purchaser's debt to equity ratio would be in compliance with

! the Settlement Agreement approved by the Federal Energy i

1 Regulatory Commission on May 6, 1986) at a not effective

! interest cost of 15% per annum or less on or about the 30th day I

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4 following the date upon which the conditions stated in Sections 5 and 6 (excluding Section 5(e)) of the Purchase Agreement (as amended hereby) and Sections 7(c), 7 (c-1) and 7(d) of this Addendum are satisfied (or waived by Seller or Purchaser, as I

the case may be). The condition stated in Section 5(d) of the

Purchase Agreement has been satisfied.

6. Purchaser as Partv. Notwithstanding the provisions of Section 11.3 of the Purchase Agreement and subject to Section 7(a) of this Addendum, by its execution of this Addendum in the space provided below, Purchaser has become a party to, and is bound by and obtains the benefits of, the Purchase Agreement as ,

amended hereby.

7. Conditions; Best Efforts.

(a) The provisions of this Addendum shall not become obligatory upon Purchaser or EUA unless the following condition has been satisfied (unless expressly waived in writing by either EUA or Purchaser) :

i Approvals of this Addendum by the Trustees of EUA, the Board of Directors of Purchaser and the Board of Directors of Seller on or prior to July 1, 1986.

l (b) The provisions of this Addendum shall not become obligatory upon Seller unless the following condition has been satisfied (unless expressly waived in writing by seller) :

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' Approvals of this Addendum by the Trustees of EUA on or prior to July 1, 1986, the Board of Directors of Purchaser on or prior to July 1, 1986 and the Board of Directors of Seller.

(c) In addition to the conditions to Purchaser's i

obligations stated in Section 5 (as amended hereby) of the Purchase Agreement, Purchaser's obligation to consummate the purchase and sale of seller's i

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! . Ownership Shara ao providad in the Purchase l Agreement as amended by this Addendum shall be

! subject to the fulfillment of the following

' condition, unless expressly waived in writing by either EUA or Purchaser, at or prior to Closing:

1 Issuance of the required license of the Nuclear

) Regulatory Commission and issuance of separate Final Orders, to the extent not previously 1 obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase

Agreement authorizing the consummation of the t

purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as EUA and Purchaser

reasonably may deem to be satisfactory.

(c-1) In addition to the conditions to Purchaser's j

obligations stated in Section 5 (as amended hereby) of the Purchase Agreement and Section 7(c) of this l Addendum, Purchaser's obligation to consummate the J

purchase and sale of seller's ownership Share as provided in the Purchase Agreement as amended by

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this Addendum shall be subject to the fulfillment of j aach of the following conditions:

j (i) Seller shall have notified Purchaser of the issuance by July 21, 1986 of an order (the "MPUC Order") by the Maine Public Utilities Commission ("MPUC") meeting the requirements of Section 7(d) (2) of this Addendum; and (ii) The MPUC Order shall have become a i Final Order by August 21, 1986.

If the MPUC Order is issued after July 21, 1986 and Purchaser has not prior to the date of issuance notified Seller in writing of its election to

! terminate the Purchase Agreement by reason of the i

failure of the condition set forth in Section 7 (c-1) (1) , then said condition shall be deemed satisfied for all purposes of the Purchase Agreement as amended by this Addendum. If the MPUC Order j

becomes a Final Order after August 21, 1986 and Purchaser has not prior to the date the MPUC Order becomes a Final Order notified Seller in writing of its election to terminate the Purchase Agreement by reason of the failure of the condition set forth in Section 7 (c-1) (ii) , then said condition shall be j

deemed satisfied for all purposes of the Purchase Agreement as amended by this Addendum; provided, however, if the condition set forth in Section 7 (c-1) (1) shall have been deemed satisfied by reason of the immediately preceding sentence, then i

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Purchaser shall not be entitled to terminate thia l

, Purchase Agreement by reason of the failure of the i

condition set forth in Section 7(c-1) (ii) unless the '

MPUC Order does not become a Final Order by the 30th c day following the date of the MPUC Order. l (d) In addition to the conditions to Seller's

obligations stated in Section 6 (as Emended hereby) '

of the Purchase Agreement, Seller's obligation to I consummate the purchase and sale of Seller's ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject to the fulfillment of each of the following conditions, unless expressly waived in writing by seller, at or prior to closing:

i (1) Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement authorizing the consummation of the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as seller reasonably may deem to be satisfactory; and .

(2) Issuance of a Final Order by the MPUC approving the purchase and sale contemplated by the l

Purchase Agreement as amended by this Addendum .

without the imposition of undue or burdensome conditions, in Seller's opinion, and which j

provides Seller with reasonable assurance that consummation of the purchase and sale provided i

herein will cause no further write-offs or other adverse income statement impact, other j than recapture of investment tax credits, if any.

i (e) EUA and Purchaser will each use their best efforts j

to obtain by September 30, 1986 orders of the Securities and Exchange Commission, the New Hampshire Public Utilities Commission, the Nuclear Regulatory Commission, and the Federal Energy Regulatory Commission as required by Section 7(c) and Section 7(d) (1) of this Addendum.

i (f) Seller will use its best efforts to obtain the MPUC  ;

Order by July 21, 1986 as required by Section 7(c),

i Section 7(c-1) and Section 7(d) (1) and (2) of this Addendum, subject to the proviso contained in Section 8.2 of the Purchase Agreement.

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. 8. Decommissionine Costs.

(a)

Seller's oblication. Seller convenants and agrees with EUA and Purchaser that it will accept, as an

' exception to the releases from other joint owners dealt with in Section 6(g) of the Purchase Agreement (and as an exception to any release contained in an amendment to the Joint Ownership Agreement which may hereafter be made), an exception substantially as set forth in Exhibit A hereto, it being understood that said exception is currently in negotiation with other joint owners and seller will accept reasonable

, changes and modifications therein.

(b) Purchaser's oblication. Purchaser covenants and agrees with Seller that Purchaser will establish on or prior to the closing Date a fund, the value of which will be not less than $1.94 million (as referred to in clause (iii) of Paragraph A(2) of Exhibit A hereto and in addition to any funds established pursuant to agreements with other utilities) to be pledged for the benefit of all of the joint owners of the Seabrook Project, to secure the obligation of the Purchaser to pay Purchaser's share of the Decommissioning costs and Costs of Cancellation referred to in Exhibit A, all in order j

that Seller may secure the releases referred to in Section 6(g) of the Purchase Agreement. Purchaser's

' ' obligation to establish and pledge said fund is 1

subject to the condition that all other terms and conditions thereof shall be reasonably satisfactory to > Purchaser and the remaining joint owners of the Seabrook Project.

l - (c) Other? Provisions Relatina to Releases. The words "not more than 60 days after the execution of this Agreement" in Section 6(g) of the Purchase j Agreement, and the provisions of Section 6(h) are deleted.

(d). Priority of oblication. Nothing in subsections (a) or (b) of this Section 8 of this Addendum shall limit the primary obligation of Purchaser to assume, pay, perform and discharge all of Seller's contractual obligations in respect of the Seabrook Project as set forth and to the extent provided in Section 2.3 of the Purchase Agreement, including without limitation seller's obligations to pay costs of decoumissioning, conversion or cancellation of all or any portion of the Seabrook Project, including without limitation obligations, whether

' contractual (including without limitation under any amendment to the Seabrook Agreement substantially in the form of the proposed Nineteenth Amendment annexed hereto as Exhibit B with respect to I.

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" Decommissioning Costs" as defined therein),

statutory or otherwise, relating to, arising out of,

, connected with or in anticipation of, the decommissioning, conversion, or cancellation of all or any portion of the Seabrook Project, including without limitation (a) removal, relocation, shipment, containment, demolition, dismantling or storage or a combination thereof of any radioactive equipment, materials, nuclear wastes or contaminated structures, (b) storage of radioactive debris, or (c) restoration and rehabilitation of the physical and aesthetic appearance of the Seabrook Project site.

9. Liquidated Damages.

(a) EUA agrees that, if either EUA or Purchaser shall fail or refuse to perform any of their obligations contained in the Purchase Agreement (as amended hereby) in a timely fashion without having been excused therefrom, EUA shall be liable to pay i liquidated damages to seller in the sum of $0.579 l million. The parties hereto agree that the amount I of damages suffered and to be suffered by seller in {

such case would be difficult of ascertainment, and that the sum of $0.579 million is a reasonable sum j for liquidated damages. .

i (b)- Seller agrees that, if Seller shall fail or refuse to perform any of its obligations contained in the Purchase Agreement (as amended hereby) in a timely fashion without having been excused therefrom, Seller shall be liable to pay liquidated damages to i' EUA and Purchaser in the total aggregate sum of

$0.579 million. The parties hereto agree that the amount of damages suffered and to be suffered by EUA and Purchaser in such case would be difficult of ascertainment, and that the sum of $0.579 million is a reasonable sua for liquidated damages.

10. Local oninions.

(a) Oninions of seller's counsel. Section 5(f) of the  !

Purchase Agreement is amended by removing the period at the end thereof and inserting the following- -

material:

" relating to liens (other than liens permitted by Section 2.1) on Seller's ownership Share, i regulatory approvals in Maine and New Hampshire and the matters dealt with in Section 7.1(a) j and (b)."

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,, (b) Oninions_pf Purchaser's Counsel. Scction 6(j) of the Purchase Agreement is amended by removing the period at the end thereof and inserting the following material:

" relating to approvals by the SEC, FERC and

' NRC, due corporate authorizations of Purchaser and the matters dealt with in Section 7.2(a) and (b)."

11. Additional Amendments. The Purchase Agreement is hereby amended as follows:

(a) The words " including federal and/or state taxes incurred by Seller during said period occasioned by l capitalization of Seller's carrying costs, whether or not such taxes have yet been paid by Seller" in Section 4.l(a) of the Purchase Agreement are deleted.

i (b) The punctuation at the end of Section 6(c) is changed to a semicolon, and the following is added thereto:

"provided, however, that if this condition is not satisfied (or waived by seller) by July 21, 1986, Purchaser may terminate this Purchase Agreement any time thereafter, unless Seller has, prior to the exercise by Purchaser of such right to terminate, notified Purchaser that this condition is satisfied (or waived) ."

12. Satisfaction of condition. The condition stated in Section 6(d) of the Purchase Agreement shall be deemed satisfied for all purposes if, prior to the time the condition set forth in Section 7(c-1) (1) of this Addendum is satisfied (or deemed to be satisfied), seller has not notified Purchaser that such condition has not been satisfied.

13. Most Favored Nation Clause. The parties agree to amend this Addendum or the Purchase Agreement to include any j terms or conditions more favorable to Seller if terms and conditions more favorable to the sellers are included in

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similar agreements between EUA and/or Purchaser on the one hand, and Central Maine Power Company, Central Vermont Public Service Corporation and/or Maine Public Service Company, each as sellers, on the other hand, subsequent to the date hereof.

14. Caetions. The captions in this Addendum are inserted for convenience only, and shall not be taken into account in construing the Purchase Agreement or this Addendum.

15. Confirmation. The Purchase Agreement, as amended hereby, is hereby confirmed and approved and shall rsmain in full force and effect.

16. EUA. The name " Eastern Utilities Associates" is the designation of the Trustees for the time being under a Declaration of Trust dated April 2, 1928, as amended. All persons dealing with EUA must look solely to the trust property for the enforcement of any claims against EUA, as neither the Trustees, officers, or shareholders assume any personal liability for obligations entered into on behalf of EUA.

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IN WITNESS WHEREOF, Bangor Hydro-Electric Company and Eastern Utilities Associates and EUA Power Corporation have caused these presents to be executed each by their respective officers thereunto duly authorized, as of the date first written above.

BANGOR HYDRO-ELECTRIC COMPANY By:  !

Pre ht EASTERN UTILITIES ASSOCIATES President EUA POWER CORPORATION h A_ J. 42 PresTdeEt'" "

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l A. Except as set forth below, Seller is not released of its obligation (" Seller's Decommissioning obligation") under the Seabrook Agreement to pay 2.17391% (its " Percentage Share")

of either (i) the Decommissioning Costs with respect to Unit 1 of the Seabrook Project, or (ii) the Costs of Cancellation with respect to Unit 1 and Unit 2 of the Seabrook Project. For the purposes hereof, the term " Decommissioning costs" shall have the same meaning as that term has in the form of the proposed Nineteenth Amendment to the Seabrook Agreement annexed to this Addendum as Exhibit B, and the term " Costs of Cancellation" shall mean all costs and expenses incurred by or accruing to the joint owners if Unit 1 and/or Unit 2 are cancelled without having been placed in service, and with respect to Unit 2 only, the joint owners of the Seabrook Project shall not have resumed efforts to complete Unit 2 (whether in accordance with Section 24.2 of the Seabrook Agreement or otherwise). However, '

Seller's Decommissioning obligation shall be limited and conditioned as follows:

(1) Seller shall have no liability to pay its Percentage Share or any other portion of Decommissioning Costs, until all sums that have been contributed by Seller and EUA Power in the Decommissioning Financing Fund, as defined in said Nineteenth Amendment (less any sums required to be reserved by the administrators of said Fund), shall have been completely exhausted.

(2) Seller shall have no liability to pay its Percentage Share or any other portion of the Decommissioning Costs or Costs of Cancellation unless and until (i) demand for payment of Seller's Percentage Share of such costs shall have been made upon Purchaser, Purchaser shall have failed and refused to pay seller's said Percentage Share of such costs, a final judgment shall have been obtained against Purchaser for Seller's Percentage Share of such costs, and an execution therefor shall have been obtained and returned unsatisfied (unless the entry

' of a final judgment or the execution thereon has been stayed by operation of law, and (ii) all insurance proceeds payable on account of or with respect to Purchaser's failure to pay Seller's Percentage Share of such costs, or by reason of the filing, by or against Purchaser, of a petition under the Federal Bankruptcy Code, as in effect from time to time, or any successor bankruptcy and/or insolvency law, shall have been collected, paid and/or applied to seller's Percentage Share of such l costs, and (iii) the amount of any guaranty or {

reserve fund established by Purchaser with respect  !

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- - to tho obligation of Purchasor to pay Sellor's Percentage Share of such costs shall have been completely exhausted.

1 (3) In no event shall Seller's Decommissioning obligation to all joint owners of the Seabrook Project in the aggregate exceed $1.94 million (" Cap Amount"), provided, however, that if Purchaser shall enter into one or more " life of the unit" power purchase contracts containing "take or pay" obligations with respect to a percentage of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners, then Seller's cap Amount shall be reduced by such percentage.

(4) Reference is made to the cap amounts in the exhibits to addenda of like tenor to this Addendum by and between EUA and Purchaser and other electric utilities in Maine and/or Vermont, the aggregate of which said cap amounts (including the cap Amount herein) is $10 million. Liability on account of Seller's Decommissioning obligation shall be several (and not joint and several) as against Seller and each such other electric utility in proportion to the several cap amounts applicable to each.

B. Seller shall be finally released of Seller's Decommissioning obligation upon the occurrence, if any, of any one of the following events:

(1) EUA shall guaranty payment by Purchaser of Purchaser's obligation to pay Seller's Percentage of Decommissioning costs and costs of cancellation.

(2) Purchaser shall have entered into one or more " life of the unit" power purchase contracts containing "take or pay" obligations with respect to all of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners.

(3) The amount in the Decommissioning Finance Fund credited to or attributable to Purchaser shall equal or exceed $10 million.

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NINETEENTM AMENDMENT OF AGREEMENT FOR JOINT OWNERSHIP.

CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS This Nineteenth Amendment to Agreement for Joint ownership, Construction and operation of New Hampshire Nuclear Units (the " Nineteenth Amendment") made as of the lst day of May, 1986, 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 in interest to New Bedford Cas 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 Verment Electric Generation and Transmission Cooperative, Inc. (the " Participants").

WITNESSETH THAT:

WHEREAS, the Pn2ticipants are all of the parties to an agreement entitled " Agreement for Joint Ownership, Construction and operation of New Hampshire Nuclear Units",

dated as of May 1, 1973, as heretofore amended by eighteen amendments (the " Joint Ownership Agreement"), with respect to Seabrook Nuclear Station; and t

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c.

The Joint ownership Agreement is hereby amended by deleting the last sentence of Paragraph 25.1 and inserting in lieu thereof the following:

"In the event that any Participant 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 to this Agreement, transmission facilities entered into pursuant ,

in addition to any other rights which may then exist and in consideration of the mutual agreements of the other Participants, each of the Participants hereby agrees (1) that PSNH shall have the rightDisbursing the in its soleAgent discretion to make such payment, or (appointed by the Participants under a separate Agreement dated as of May 23, 1984, as amended, the " Disbursing Agent Agreement"), shall have the right to accept funds with which to make such ' l payment and to disburse any funds so accepted to meet obligations of the defaulting Participant, (ii) that, whenever such defaulting a payment has been made on behalf of a Participant, the case may be, PSNH or the Disburning Agent, as are hereby authorized on behalf of all Participants to recover from any such defaulting hereafter made, Participant the amount of such payments, heretofore together with interest frem the date date of reimbursement, payment by the defaulting Participant was du payable by the defaulting andParticipant(iii) that the shall interest so be at an annual rate of seven percentage points over the lowest interest rate then being charged by The First National Bank of Boston on 90-day commercial loans or, if such rate would be deemed usurious, at the highest rate then legally permissible.

that (a) if PSNH has The Participants further agree itself made the payment, it shall thereon, and (b) retain any such recovery together with the interest payment, if the Disbursing A, gent has made such all follows: the principal such recoveries shall be applied as thereof to reimburse the appropriate accounts and the interest thereon to be >

Participants, unless otherwise directed pursuant to t!

Disbursing Agent Agreement." i 2.

The Participants hereby ratify and confirm the transactions heretofore made by the Disbursing Acant in l

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contemplated by the foregoing amendment to Paragraph 25.1 of the Joint ownership Agreement.

3. When counterparts hereof have been executed by Participants having ownership Shares aggregating at least eighty percent (80%), the provisions of this Nineteenth Amendment shall beco^me effective in accordance with Paragraph 29.1 of the Agreement.

4. Applicable Law.

This Nineteenth Amendment is made under and shall be governed by the laws of the State of New Hampshire.

5.

Execution in Counterparts.

Any number of counterparts of this Nineteenth Amendment may be executed and each shall have the same force and effect as an or.iginal and as if all the parties to all of the counterparts had signed the same instrument.

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,. n ,w w. ew..-- --,.,e,- , ,e-

- - -c .--- ..

IN WITNESS WHEREOF, each of the undersigned has caused this Nineteenth Amendment to be signed by an authorized officer and its respective seel to be affixed hereto on the date indicated but as of the date first above written.

Witnesses:

PUBLIC SERVICE COMPANY Or NEW KAMPSHIRE By

__ ( Seal)

Date__

State of New Hampshire '

County of Hillsborough The foregoing instrument was acknowledged before me this o f. , 1986, by of Public Service Company of New Hampshire, corporation. a New Hampshire comporation, on behalf of the (Seal)

My commission expires 1

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ADDENDUM TO AGREEMENT OF PURCHASE AND SALE THIS ADDENDUM made this 26th day of June, 1986, by and between Maine Public Service Company, a Maine corporation (" Seller"),

Eastern Utilities Associates, a Massachusetts trust with transferable shares ("EUA") and EUA Power Corporation, a New Hampshire Corporation (" Purchaser") amends and supplements that certain Agreement of Purchase and Sale (" Purchase Agreement") by and between Seller and EUA made April 7, 1986, as follows:

1. Adjustment of Purchase Price. The figure "S4,000,000" in Section 2.2(iii) of the Purchase Agreement is changed to "S975,000". Section 4.2 of the Purchase Agreement is deleted.

2. Additional Interest. Section 4.1(b) of the Purchase Agreement is deleted and the following new Section 4.1(b) and Section 4.1 (c) are added in its place:

"(b) Pay carrying charges to Seller at the rate stipulated in Section 4.l(c) below, compounded semi-annually on January 1 and July 1, calculated (i) for the period June 1, 1985 to the Closing Date on the aforesaid payment of S8,500,000; and (ii) for the periods from the respective dates of such payments to the Closing Date, on all cash payments made or to be made by Seller that are to be reimbursed pursuant to Section 4.1(a) above; and (c) The rate of the carrying charges referred to in Section 4.l(b) above shall be 12.8% per annum, provided that said rate shall increase to 17% per annum on the later of (i) October 1, 1986, or (ii) the date which is 30 days following the satisfaction (or waiver by Seller or Purchaser, as the case may be) of the conditions set forth in Sections 5(b) (excepting only approval by the Securities and Exchange Commission contemplated by clause (i) thereof) and 6(c) of this Agreement and Sections 7(c), 7(c-1) and

. t t

7(d) of the Addendum to this Agreement dated as of the 26th day of June, 1986."

3. Elimination of Termination Provision. Section 9 of the Purchase Agreement is hereby deleted.

4. Closing. Section '2.5 of the Purchase Agreement is amended to read as follows:

. "2.5. The transactions contemplated by the Purchase Agreement 1

shall be closed and consummated at a closing (the " Closing") at

, 10:00 a.m., local time, at the of fices of Devine, Millimet,

)'

Stahl & Branch, or such.other offices as shall be agreed to by EUA and Seller, on that date ( the " Closing Date") which is 30 days following the satisfaction (or waiver by Seller or Purchaser, as the case may be) of each of the conditions set forth in sections 5 and 6 of this Agreement and Sections 7(c),

~

7(c-1) and 7(d) of the Addendum to this Agreement dated as of ~.-

the 26th day of June, 1986, or if the 30th day shall not be a business day, then upon the business day next following said  !

30th day. The Seller and Purchaser may agree upon an earlier Closing Date , and it is the intention of the parties to proceed to Closing as expeditiously as possible."

5. Satisfaction of Financing Condition. The condition stated in Section 5(e) of the Purchase Agreement shall be deemed satisfied for all purposes of the Purchase Agreement if unsecured debt financing (without a requirement of a guarantee by, or any liability, contingent or otherwise, on the part of EUA) in an j amount sufficient to consummate the purchase and sale of Seller's ownership Share is available to Purchaser (or would be available if following the incurrence of such debt Purchaser's debt to equity ratio would be in compliance with the Settlement Agreement approved by the Federal Energy Regulatory Commission on May 6, 1986) at a net effective interest cost of 15% per annum or less on or about the 30th day fol-i 2

_. - , _ ._ .~ . . _ _ _ . _ . - _ . _ - . . ,

lowing the date upon which the conditions stated in Sections 5 and 6 (excluding Section 5(e)) of the Purchase Agreement (as amended hereby) and Sections 7(c), 7(c-1) and 7(d) of this Addendum are -

satisfied (or waived by Seller or Purchaser, as the case may be).

The condition stated in Section 5(d) of the Purchase Agreement has been satisfied.

6. Purchaser as Party. Notwithstanding the provisions of Section 11.3 of the Purchase Agreement and subject to Section 7(a) of this Addendum, by its execution of this Addendum in the space provided below, Purchaser has become a party to, and is bound by and obtains the benefits of, the Purchase Agreement as amended hereby.

7. Conditions; Best Efforts.

(a) The provisions of this Addendum shall not become obligatory upon Purchaser or EUA unless the following condition has been satisfied (unless expressly waived in writing by either EUA or Purchaser):

Approvals of this Addendum by the Trustees of EUA, the Board of Directors of Purchaser and the Board of Directors of Seller on or prior to July 1, 1986.

(b) The provisions of this Addendum shall not become obligatory upon Seller unless the following condition has been satisfied (unless expressly waived in writing by Seller):

Approvals of this Addendum by the Trustees of EUA on or prior to July 1, 1986, the Board of Directors of Purchaser on or prior to July 1, 1986 and the Board of Directors of Seller.

(c) In addition to the conditions to Purchaser's obligations stated in Section 5 (as amended hereby) of the Purchase Agreement, Purchaser's obligation to consummate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended by l 3 I

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I this Addendum shall be subject to the fulfillment of the following condition, unless expressly waived in writing by either EUA or Purchaser, at or prior to Closing:

Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement authorizing the consummation of the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as EUA and Purchaser reasonably may deem to be satisfactory.

(c-1) In addition to the conditions to Purchaser's obligations stated in Section 5 (as amended hereby) of the Purchase Agreement and Section 7(c) of this Addendum, Purchaser's obligation to consummate the purchase and sale of Seller's ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject to the 3

fulfillment of each of the following conditions:

(i) Seller shall have notified Purchaser of the issuance by July 21, 1986 of an order (the "MPUC Order") by the Maine Public Utilities Commission meeting the requirements of Section 7(d) (2) of this Addendum; and (ii) The MPUC Order shall have become a Final Order by August 21, 1986.

If the MPUC Order is issued after July 21, 1986 and Purchaser has not prior to the date of issuance notified Seller in writing of its election to terminate the Purchase Agreement by reason of the failure of the condition. set I

forth in Section 7(c-1)(i), then said condition shall be deemed satisfied for all purposes of the Purchase Agreement as amended by this Addendum. If the MPUC' Order becomes a Final Order after August 21, 1986 and Purchaser has not prior to the date the MPUC Order becomes a Final Order notified Seller in writing of its election to terminate the Purchase Agreement by reason of the failure of the condition set forth in Section 7(c-1)(ii), then said condition shall be deemed satisfied for all purposes of the Purchase Agreement as amended by this Addendum; provided however, if the condition set forth in Section 7(c-1)(i) shall have been deemed satisfied by reason of the immediately preceeding sentence, then Purchaser shall not be entitled to terminate this Purchase Agreement by reason l

of the failure of the condition set forth in Section 7(c-1)(ii) unless the MPUC Order does not become a Final Order by the 30th day following the date of the MPUC Order.

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(d)'In addition to the conditions to Seller's obligations stated in Section 6 (as amended hereby) of the-Purchase 4

Agreement, Seller's obligation to consummate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject to the fulfillment of each of the following conditions, unless expressly waived in writing by Seller, at or prior to Closing:

(1) Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each i

of the regulatory agencies identified in Section 5(b) q of the Purchase Agreement authorizing the consummation of the purchase and sale contemplated by the Purchase 4

Agreement as amended by this Addendum upon such terms and conditions as Seller reasonably may deem to be

!. satisfactory, and

, (2) Issuance of a Final Order or Orders by the Maine 1

Public Utilities Commission approving (i) appropriate ratemaking treatment, on terms satisfactory to Seller i in its sole discretion, with regard to its unrecovered investment in Seabrook Unit No. 1 and Seabrook Unit No.~2 which will not result in any further write off or other adverse income statement impact beyond that already agreed to by Seller in its. Stipulation in MPUC l

Docket No.84-113 (Phase 3) dated March 24, 1986, and (ii) the sale of Seller's Ownership Interest as contemplated by the Purchase Agreement as amended by j this Addendum without the imposition of undue or 1 burdensome conditions, in Seller's opinion determined 4

in its sole discretion,.and which provides Seller with reasonable assurance that consummation of the purchase and sale under the Purchase Agreement as amended by i this Addendum, including the ratemaking treatment of the consideration payable-to Seller under the Purchase 4

Agreement as amended by this Addendum, will cause no further write-offs or other adverse income statement I

impact, other than recapture of investment tax credits, if any.

(e) EUA and Purchaser will each use their best efforts to obtain by September 30, 1986 orders of the Securities and Exchange Commission, the New Hampshire.Public Utilities Commission, the Nuclear Regulatory Commission, and the-Federal Energy Regulatory Commission as required by Section 7(c) and Section 7(d)(1) of this Addendum.  !

4

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(f) Seller will use its best efforts to obtain the MPUC Order by July 21, 1986 as required by Section 7(c), Section 7(c- -

1) and Section 7(d)(1) and (2) of this Addendum, subject to the provisos contained in clauses (a), (b) and (c) of Section 8.2 of the Purchase Agreement.

8. Decommissioning Costs.

(a) Seller's Obligation. Seller covenants and agrees with EUA and Purchaser that it will accept, as an exception to the releases from other joint owners dealt with in Section 6(f) of the Purchase Agreement (and as an exception to any release contained in an amendment to the Joint Ownership Agreement which may hereafter be made), an exception substantially as set forth in Exhibit A hereto, it being understood that said exception is currently in negotiation with other joint owners and Seller will accept reasonable changes and modifications therein.

(b) Purchaser's Obligation. Purchaser covenants and agrees with Seller that Purchaser will establish on or prior to the Closing Date a fund, the value of which will be not less than one Million Two Hundred and Ninety Six Thousand Dollars ($1,296,000)(as referred to in clause (iii) of Paragraph A(2) of Exhibit A hereto and in addition to any funds established pursuant to agreements with other utilities) to be pledged for the benefit of all of the joint owners of the Seabrook Project, to secure the obligation of the Purchaser to pay Purchaser's share of the Decommissioning Costs and Costs of Cancellation referred to in Exhibit A, all in order that Seller may secure the releases referred to in Section 6( f) of the Purchase Agreement. Purchaser's obligation to establish and pledge said fund is subject to the condition that all other terms and conditions thereof shall be reasonably satisfactory to Purchaser and the remaining joint owners of the Seabrook Project.

(c) Other Provisions Relating to Releases . The words "not more than 60 days after the execution of this Agreement" in Section 6(f) of the Purchase Agreement, and the provisions of Section 6(g), are deleted.

(d) Priority of Obligation. Nothing in subsections (a) or (b) of this Section 8 of this Addendum shall limit the primary obligation of Purchaser to assume, pay, perform and discharge all of Seller's contractual obligations in respect of the Seabrook Project as set forth and to the extent provided in Section 2.3 of the 6

._ - = - _ - - - ._. - - -

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Purchase Agreement , including without limitation Seller's obligations to pay costs of decommissioning, conversion or cancellation- of all or any portion of the Seabrook i

Project, including without limitation obligations, whether contractual (including _without limitation under any amendment to the Seabrook Agreement.substantially in the i

form of the proposed Nineteenth Amendment annexed hereto ,

as Exhibit B with respect to " Decommissioning Costs" as  !

' defined therein), statutory or otherwise, relating to, '

arising out of, connected with or in anticipation of, the 4

decommissioning, conversion, or cancellation of all or any i portion of the Seabrook Project, including without limitation (a) removal, relocation, shipment, containment,  !

demolition, dismantling or storage or a combination  ;

thereof.of any radioactive equipment, materials, nuclear wastes or contaminated structures, (b) storage of ,

radioactive, debris, or (c) restoration and rehabilitation of the physical and aesthetic appearance of the Seabrook Project site.

1

) 9. Liquidated Damages.

.(a) EUA agrees that, if either EUA or Purchaser shall fail or refuse to perform any of their obligations contai,ned in the Purchase Agreement (as amended hereby) in a timely fashion.without having been excused therefrom, EUA shall be liable to pay liquidated damages to seller in the sum of $388 Thousand Dollars. The parties. hereto agree that .

the amount of damages suffered and to be suffered by  !

Seller in such case would be difficult of ascertainment,  !

2 and that the sum of S388 Thousand Dollars is a reasonable j sum for liquidated damages. [

]

(b) Seller agrees that, if Seller shall fail or refuse to i.

perform any of its obligations contained in the Purchase '

Agreement (as amended hereby) in:a timely fashion without j having been excused therefrom, Seller shall be liable to

' pay liquidated damages to EUA and Purchaser in the sum of  ;

S388 Thousand Dollars. The parties hereto agree that the j amount of damages suffered and to be suffered by EUA and l Purchaser in such case would be difficult of -

ascertainment, and that the sum of S388 Thousand Dollars '

is a reasonable sum for liquidated damages. '

10. Legal' Opinions.

(a) Opinions of seller's Counsel. Section 5(f) of the ,

) Purchase Agreement is amended by removing the period at i the end thereof and inserting the following material:

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. _ . ~ . _ - , _ , . _ . . _ , , _ , _ . . . . . _ , _ . _ . . _ , _ _ _ _ . . _ _ . . . . _ - . . . . - _ . . . _ . . , _ . , _ _ , ._m.

l

" relating to liens (other than liens permitted by Section 2.1) on Seller's Ownership Share, regulatory approvals in Maine and New Hampshire and the matters dealt with in Section 7.l(a) and (b)."

(b) Opinions of Purchaser's Counsel. Section 6(i) of the Purchase Agreement is amended by removing the period at the end thereof and inserting the following material:

' " relating to approvals by the SEC, PERC and NRC, due corporate authorizations of Purchaser and the matters dealt with in Section 7.2(a) and (b)."

11. Additional Amendments. The Purchase Agreement is hereby amended as follows:

(a) The words "or by one or more promissory notes secured by a purchase money mortgage or otherwise, as the parties hereto may agree" in Section 2.6 of the Purchase Agreement are deleted.

(b) The words " including federal and/or state taxes incurred by Seller during said period occasioned by capitalization of Seller's carrying costs, whether or not such taxes have yet been paid by seller" in Section 4.l(a) of the Purchase Agreement are deleted.

12. Satisf action of Bondable Additions Condition. The condition stated in Section 6(k) of the Purchase Agreement shall be deemed satisfied for all purposes if prior to July 31, 1986 Seller does not notify Purchaser in writing that such condition has not been satisfied.

13. Captions. The captions in this Addendum are inserted for convenience only, and shall not be taken into account in construing the Purchase Agreement or this Addendum.

14. Confirmation. The Purchase Agreement, as amended hereby, is hereby confirmed and approved and shall remain in full force and effect.

8

15. EUA. The name " Eastern Utilities Associates" is the designation of the Trustees for the time being under a Declaration of Trust dated April 2, 1928, as amended. All persons dealing with EUA must look solely to the trust property for the enforcement of any claims against EUA, as neither the Trustees, officers or shareholders assume any personal liability for obligations entered into on behalf of EUA.

IN WITNESS WHEREOF, Maine Public Service Company and Eastern Utilities Associates and EUA Power Corporation have caused these presents to be executed each by their respective officers thereunto duly authorized, as of the date first written above.

MAINE PUBLIC SERVICE COMPANY

/

/

By: N/ AA President I EASTERN UTILITIES ASSOCIATES By: M di6 d u President EUA POWER CORPORATION By: h esident l

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, EXHIBIT A l

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A. Except as set forth below, seller is not released of its obligation (" Seller's Decommissioning Obligation") under the Seabrook Agreement to pay 1.46056% (its " Percentage Share") of j either (i) the Decommissioning Costs with respect to Unit 1 of the l

Seabrook Project, or (ii) the Costs of Cancellation with respect to 1 Unit 1 and Unit 2 of the Seabrook Project. For the purposes hereof, the term " Decommissioning Costs" shall have the same meaning as that term has in the form of the proposed Nineteenth Amendment to the Seabrook Agreement annexed to this Addendum as l

Exhibit B; and the term " Costs of Cancellation" shall mean all costs and expenses incurred by or accruing to the joint owners if Unit 1 and/or Unit 2 are cancelled without having been placed in l service. Seller's Decommissioning obligation is limited and conditioned as follows:

i

(1) Seller shall have no liability to pay its Percentage Share or any other portion of Decommissioning Costs, until all j

sums that have been contributed by Seller.and EUA rcwer in the Decommissioning Financing Funds, as defined in said 3

Nineteenth Amendment (less any sums required to be

reserved by the administrators of said Fund), shall have been completely exhausted.

(2) Seller shall have no liability to' pay its Percentage Share or any other portion of the Decommissioning Costs or Costs of Cancellation unless and until (i) demand for payment of Seller's Percentage Share-of such costs shall have been made upon Purchaser, Purchaser shall have failed and refused to pay Seller's said Percentage Share of such costs, a final judgment shall-have been obtained against Purchaser for Seller's Percentage Share of such costs, and an execution therefor shall have been obtained and

' returned unsatisfied (unless the entry of a final judgment

! or the execution thereon has been stayed by operation of 11 U.S.C. Section 362), and (ii) all insurance proceeds payable on account of or with respect to Purchaser's .

failure to pay Seller's Percentage Share of such costs, or by reason of the filing, by.or against Purchaser, of a petition under the Federal Bankruptcy Code, as in effect from time to time, or any successor bankruptcy and/or insolvency. law, shall have been collected, paid and/or I.

' applied to Seller's Percentage Share of such costs, and (iii)'the' amount of any guaranty or reserve fund  !

established by Purchaser with respect to the obligation of Purchaser to pay Seller's Percentage Share of such costs shall have been completely exhausted.

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(3) In no event shall Seller's Decommissioning Obligation to all joint owners of the Seabrook Project its the aggregate exceed One Million Two Hundred and Ninety Six Thousand Dollars (S1,296,000) (" Cap Amount"), provided, however, that if Purchaser.shall enter into one or more " life of the unit" power purchase contracts containing "take or pay" obligations with respect to a percentage of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners, then Seller's Cap Amount shall be reduced by such percentage.

(4) Reference is made to the cap amounts in the exhibits to addenda of like tenor to this Addendum by and between EUA and Purchaser and other electric utilities in Maine and/or Vermont, the aggregate of which said cap amounts (including the Cap Amount herein) is S10 million.

Liability on account of Seller's Decommissioning Obligation shall be several (and not joint and several) as against seller and each such other electric utility in proportion to the several cap amounts applicable to each.

B. Seller shall be finally released of Seller's Decommissioning Obligation upon the occurrence, if any, of any one of the following events:

(1) EUA shall guaranty payment by Purchaser of Purchaser's obligation to pay Seller's Percentage Share of Decommissioning Costs and Costs of Cancellation.

(2) Purchaser shall have entered into one or more " life of the unit" power purchase contracts containing "take or pay" obligations with respect to all of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners.

4 (3) The amount in the Decommissioning Finance Fund credited to or attributable to Purchaser shall equal or exceed S10 million.

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EC4IBIT B .

I NINETEINTH AMENDMENT OF ACREEMENT FOR JOINT CWNERSHIP, - '

CONSTRUCTICN AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS .

/  :

This Nineteenth Amendment to Agreement for Joint Cwnership, Construction and Operation of New ' Hampshire

Nuclear Units (the " Nineteenth Amendment").made as of the .

., i 1st day of May,1986, by and among Public Service Company of New Hampshire, The United Illuminating Company, Banger 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, Fitc'+ g ,

Cas & 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 Cooperativi, Inc. , Taunton Municipal Lighting Plant, and' Vermont Electric Generation and Transmission Cooperative, Inc. (the " Participants").

WITNESSETH THAT:

WHEREAS, the Participants are all of the parties to an agreement entitled " Agreement for Joint ownership, construction and Cperation of New Hampshire Nuclear Units",

dated as of May 1,1973, as heretofore amended by eighteen '

amend =ents (the " Joint ownership Agreement"), with respect i -

to Seabrook Nuclear Station; and

. _ , - .,~,.-,,,_.-.,-,v..r -

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WHIREAS, the Participants desire to effect, in accordance with paragraph 29 of the Joint ownership 5

Agreement, the amend =ents to the Joint Ownership Agreement . l i

. hereinafter set forth in order to better assure appropriate . . . _

arrangements for payment of decommissioning. expenses 1 i

associated with the Units and to strengthen the provisions relating to delayed payments. '

E .

NOW, THEREFORE, the Participants agree as follows: '..

l. Amendments.

A.

The Joint Cunership Agreement is hereby amended by inser,, ting the following additional paragraph after the first paragraph in Paragraph 10.1:

"PSNH or any successor managing agent appointed .

under Paragraph 36.2 is further specifically authorized, subject to the direction of the Executive Committee, to obtain and maintain surety bonds, insurance or other forms or of assurance expense to afford protection from liability in the event that one or more of the Participants fail to pay all or any portion of their respective share or shares of Decommissioning Reserve .

Fund payments pursuant to Paragraph 13A. All costs of any such surety bond premiums, ' insurance premiums or similar forms of assurance shall be part of the expenses of operating and maintaining the Units borne by the Participants and shall include.any excise taxes paid or incurred in een_nection with the payment of such costs. "

B.

The Joint Cwnership Agreement is hereby amended by

.. inserting a new Paragraph 13A after the present Paragraph 13, as follows:

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"13A. Deco ==issiening Costs and Pav=ents.

In recognition of the Participants' obligations

- under an operating license and the applicable statutory '

requirements and regulations of the NRC to decommission the Units and in implementation of the Participants' .P <

respective obligations contained in Paragraph 11.1 hereof or enforceable under Chapter 162-F of the New Hampshire Revised Statutes Annotated ("NERSA") to pay costs of such decommissioning, the Participants agree as follows:

?

13A.1. PSNH or any successor managing agent '

'i

• appointed pursuant to Paragraph 36.1 hereof (hereinafter in this Paragraph 13A referred to as the " Managing ,

Agent") shall, subject to the direction of the Executive l committee, be responsible on behalf of all

Participants:

for making, and periodically updating, appropriate plans and cost estimates for the eventual decommissioning of '

the Units; for establishing appropriate reserves to provide for the ultimate payment of the decommissioning of the Units; for administering the collection from the Participants and the appropriate depositing on their behalf of monthly Decommissioning Financing Fund payments, in each case consistent with applicable

• statutory and regulatory requirements; and for periodically providing the Participants with a kritten notice of Decommissioning Financing Fund payment calculations, the applicable schedule of payments and other financialrelevant statusinfor=ation of the Fund. as to collections and the ~

l 13A.2. Each month mach Participant shall pay <

ro the Managing Agent or as the Managing Agent directs' as part of tn,e expenses identified in Paragraph 13 i hereof, an amount equal to its ownership Share of the i Decommissioning Financing Fund payments for that- month with respect to each Unit. .

)

The Participants understand and agree (1) that the Deco ==issioning Financing Fund may be held by the Fund (as defined) or its designated agent or by an independent trust or other separate fund, as determined by the Committee (as defined) or, in the absence of such determination, in related but separate funds for each

' Participant according to its ownership Share or as otherwise determined by the Managing Agent, (ii) that, to the extent feasible, the Decommissioning Financing Fund shall satisfy the requirements for tax deductibility under Section 468A of the Internal Revenue Code of 1954, i

as amended, (iii) that the amount and/or - -

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v.

timing of accruals to the Decommissioning Finance Fund.

may fr=m time to time during the term hereof he modified by the Managing Agent, subject to the direction of the

• Executive Cc==ittee, consistant with the determinations -

of the Cc=mittee (as defined), if any, or to reflect changes in the a= cunt or timing of anticipated Decommissioning Costs, and (iv) that the use of the terms "decc= mission" and " decommissioning" in this Paragraph encompass ce=pliance with all requirements (other than those relating to spent nuci' ear fuel) of the NRC for permanent cessation of operation of a nuclear i

facility and any activities reasonably related thereto '

~

and all requirements of other governmental authorities .

having jurisdiction related to removal and disposal of.a Unit and restoration of the Site.

The Participants further understand that the l aggregate amount of Decommissioning Financing Fund i payments made by them prior to the commencement of dec===issioning may not be sufficient to make full ,

payment of Decommissioning Costs of a Unit, and each Participant agrees that, notwithstanding any  !

insufficiency of the Decommissioning Financing Fund, it shall have a continuing obligation to pay into the Dec==missioning Financing Fund the balance of its ownership Share of the entire amount of the -

t

-Decommissioning Costs of such Unit. -

13A.3. ,

Certain terms defined in'NERSA 162-F:14 (na=ely, without limitation, " Fund" and  !

" Committee") are used in this Paragraph 13A with the i meanings there provided. -

)

As used in th's Paraq'raph 13A: " Decommissioning i

Financing Fund" shall mean the Fund; and

" Decommissioning Financing Fund payments" for any month shall mean an amount equal to all accruals in such month to the Decc=missioning Financing Fund, as from time to -

i time established by the Managing Agent in accordance with Paragraph 13A.2, to provide for the ultimate payment of the Decommissioning Costs of a Unit.

include:"Decc==issioning Costs" for each Unit shall (1) All costs and expenses related to removal of the Unit from service, including without limitation, dismantling, mothballing, removing radioactive material (excluding spent nuclear fuel) to temporary and/or permanent storage sites, decontaminating, restoring and supervising the Site, and any costs and

expenses incurred in connection with proceedings before governmental authorities relating to any authori:ation to decommission '

such Unit or remove such Unit from service. .

(2) All costs of labor and services, whether directly or indirectly incurred, including without limitation, services of foremen, inspectors, supervisors, surveyors, engineers, security personnel, counsel and accountants, performed or rendered in connection with the decommissioning of the Unit, supervising the site, and removal of the Unit from service;

and all costs of materials, supplies, ..,

machinery, construction equipment and apparatus acquired or used (including rental charges for machi.hery, equipment or apparatus hired) for or in connection with the decommissioning of the Unit and removal of the Unit from service, and all administrative costs, including services of counsel and financial advisors, of any applicable independent trust or other separate fund established pursuant to this Paragraph; it being understood that any amount (exclusive of*

proceeds of insurance) realized as salvage on any machinery, construction equipment and apparatus shall be treated as a reduction of -

the amounts otherwise chargeable on account of '

. the costs of decommissioning of the Unit; and (3) All overhead costs applicable to the Unit during its decommissioning period, including, without limiting the generality of the foregoing, taxes (other than taxes on or in respect of income), charges, licenses, excises and assessments, casualties, surety bond premiums and insurance premiums.

Without limiting the generality of the foregoing, any other amounto expended or to be paid with respect to

- decommissioning of the Unit or removal of the Unit from service shall constitute part of the Decommissioning Costs if they are, or when paid will be, either (i) properly chargeable to any account related to

' decommissioning of a nuclear generating unit in accordance with the Uniform System accounts as may hereafter become appropriate), (or such similar or (ii) properly chargeable to deco =missioning of a nuclear generating unit in accordance with then ap regulations of the NRC or any other govern =plicable ental authority having jurisdiction. "

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.j C.

The Joint Cwnership Agreement is hereby amended by deleting the last sentence of Paragraph 25.1 and inserting .

in lieu thereof the following: *

- "In the event that any Participant 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 i 3

to this Agreement, in addition to any other rights which  !

=ay then exist and in consideration of the mutual agreements of the other Participants, each of the t

5 .

Participants hereby agrees (1) that PSNH shall have the right in its sole discretion to make such payment, or the Disbursing Agent (appointed by the Participants under a separate Agreement dated as of May 23, 1984, as amended, the " Disbursing Agen Agreement"), shall have the right to accept funds with which to make such

• payment and to disburse any funds so accepted to meet obligations of the defaulting Participant, (ii) ehat, whenever such ,a payment has been made on behalf of a defaulting Participant, PSNH or the Disbursing Agent, as .

the case may be, are hereby authorized on behalf of all Participants to recover froa any such defaul;ing Participan: the amount of such payments, heretofore or hereafter made, together with interest from the date payment by the defaulting Participant was due to the date of reimbursement, and (iii) tha: the interest so payable by the defaulting Participant shall be at an annual interas rate of seven percentage points over the lowest rate then being. charged by The Iirst National -

Bank of Besten on 90-day commercial loans or, if such rate would be deemed usurious, at the highes rate then legally permissible.

The Participants further agree that (a) if PSNH has itself made the payment, it shall .

retain any such recovery together with the interest thereon, and (b) if the Disbursing Agen: has'made such payment, all such recoveries shall be applied as follows: the principal thereof to reimburse the i

' appropriate accounts and the interes thereon to be credited for the oro rata benefit of all non-defaulting Participants, Disbursing Agenunless otherwise directed pursuant to the Agreement."

, 2. The Participants hereby ratify and confirm the transactions heretofore made by the Disbursing Agent in which it accepted funds and disbursed the same as I e l

, ~ - --_ .-. _

I

. 1 l l l

l 1

contemplated by the foregoing amendment to Paragraph 25.1 of the Joint'Cwnership Agreement.

3.

When counterparts hereof have been executed by .

Participants having Cwnership Shares aggregating at least eighty percent (80%), the provisions of this Nineteenth Amendment shall become effective in accordance with

$ Paragraph 29.1 of the Agreement. '

4. Aeolicable I,aw. '

4 This Nineteenth Amendment is made under and shall be i

governed by the laws of the State of New Hampshire, 5,. Execution in Counter = arts.

Any number of counterparts of this Nineteenth Amendment

_ 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~ccunterparts had signed the same instrument.

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Y .

ADDENDUM TO AGREEMENT OF PURCHASE AND SALE THIS ADDENDUM made this 23rd day of June, 1986, by and between Central Maine Power Company, a Maine corporation

(" Seller"), Eastern Utilities Associates, a Massachusetts trust with transferable shares ("EUA") and EUA Power Corporation, a New Hampshire Corporation (" Purchaser") amends and supplements that certain Agreement of Purchase and Sale (" Purchase Agreement") by and between Seller and EUA made February 19, 1986, as follows:

1. Adiustment of Purchase Price. The figure "$16,500,000" in Section 2.2(iii) of the Purchase Agreement is changed to

"$4,020,000". Section 4.2 cf the Purchase Agreement is deleted.

2. Additional Interest. Section 4.l(b) of the Purchase Agreement is deleted and the following new Section 4.l(b) and Section 4.l(c) are added in its place:

"(b) Pay carrying charges to Seller at the rate stipulated in Section 4.l(c) below, compounded semi-annually on January 1 and July 1, calculated (i) for the period June 1, 1985 to the Closing Date on the aforesaid payment of

$35,000,000; and (ii) for the periods from the respective dates of such payments to the Closing Date, on all cash payments made or to be made by Seller that are to be reimbursed pursuant to Section 4.l(a) above; and (c) The rate of the carrying charges referred to in Section 4.1(b) above shall be 12.8% per annum, provided that said rate shall increase to 17% per annum on the later of (i) October 1, 1986, or (ii) the date which is 30 days following the satisfaction (or waiver by Seller or Purchaser, as the case may be) of the conditions set forth in Sections 5(b) (excepting only approval by the Securities and Exchange Commission contemplated by clause (i) thereof) and 6(b) of this Agreement and Sections 7(c), 7(c-1) and L _ )

i

.o .

7(d) of the Addendum to this Agreement dated as of the 23rd day of June, 1986."

3. Elimination of Termination Provision. Section 9 of the Purchase Agreement is hereby deleted.

4. Closing. Section 2.5 of the Purchase Agreement is amer.ded to read as follows:

"2.5. The transactions contemplated by the Purchase Agreement shall be closed and consummated at a closing (the

" Closing") at 10:00 a.m., local time, at the offices of Devine, Millimet, Stahl & Branch, or such other offices as shall be agreed to by EUA and Seller, on that date (the

" Closing Date") which is 30 days following the satisfaction (or waiver by Seller or Purchaser, as the case may be) of each of the conditions set forth in sections 5 and 6 of this Agreement and Sections 7(c), 7(c-1) and 7(d) of th'e Addendum to this Agreement dated as of the 23rd day of June, 1986, or if the 30th day shall not be a business day, then upon the business day next following said 30th day.

The Seller and Purchaser may agree upon an earlier Closing Date, and it is the intention of the parties to proceed to Closing as expeditiously as possible."

5. Satisfaction of Financing Condition.

The condition stated in Section 5(e) of the Purchase Agreement shall be deemed satisfied for all purposes of the Purchase Agreement if unsecured debt financing (without a requirement of a guarantee by, or any liability, contingent or otherwise, on the part of, EUA) in an amount sufficient to consummate the purchase and sale of Seller's Ownership Share is available to Purchaser (or would be available if following the incurrence of such debt Purchaser's debt to equity ratio would be in compliance with the Settlement Agreement approved by the Federal Energy Regulatory Commission on May 6, 1986) at a net effective inter-est cost of 15% per annum or less on or about the 30th day fol- l l

3342L 1

l

t Lowing the date upon which t.he conditions stated in Sections 5 and 6 (excluding Section 5(e)) of the Purchase Agreement (as I

amended hereby) and Sections 7(c), 7(c-1) and 7(d) of this l Addendum are satisfied (or waived by Seller or Purchaser, as the case may be). The condition stated in Section 5(d) of the Purchase Agreement has been satisfied.

6. Purchaser as Party. Notwithstanding the provisions of Section 11.3 of the Purchase Agreement and subject to Section 7(a) of this Addendum, by its execution of this Addendum in the space provided below, Purchaser has become a party to, and is bound by and obtains the benefits of, the Purchase Agreement as amended hereby.

7. Conditions; Best Efforts.

(a) The provisions of this Addendum shall not become obligatory upon Purchaser or EUA unless the following condition has been satisfied (unless expressly waived in writing by either EUA or Purchaser):

Approvals of this Addendum by the Trustees of EUA, the Board of Directors of Purchaser and the Board of Directors of Seller on or prior to July 1, 1986.

(b) The provisions of this Addendum shall not become obligatory upon Seller unless the following condition has been satisfied (unless expressly waived in writing by Seller):

Approvals of this Addendum by the Trustees of EUA j on or prior to July 1, 1986, the Board of Directors of Purchaser on or prior to July 1, j 1986 and the Board of Directors of Seller.

(c) In addition to the conditions to Purchaser's obliga-tions stated in Section 5 (as amended hereby) of the Purchase Agreement, Purchaser's obligation to consum-mate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended by 3342L

this Addendum shall be subject to the' fulfillment of the following condition, unless expressly waived in writing by either EUA or Purchaser, at or prior to Closing:

Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement authorizing the consummation of the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as EUA and Purchaser reason-ably may deem to be satisfactory.

(c-1) In addition to the conditions to Purchaser's obliga-tions stated in Section 5 (as amended hereby) of the Purchase Agreement and Section 7(c) of this Addendum, Purchaser's obligation to consummate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject to the fulfillment of each of the following conditions:

(i)

Seller shall have notified Purchaser of the issu0nce by July 21, 1986 of an order (the "MPUC Order") by the Maine Public Utilities Commission' meeting the requirements of Section 7(d)(2) of this Addendum; and (ii)

Order by The MPUC August 21, Order 1986. shall have become a Final If the MPUC Order is issued after July 21, 1986 and Purchaser has not prior to the date of issuance notified Seller in writing of its election to termi-nate the Purchase Agreement by reason of the failure of the condition set forth in Section 7(c-1)(i), then said condition shall be deemed satisfied for all pur-poses of the Purchase Agreement as amended by this Addendum.

If the MPUC' Order becomes a Final Order  !

after August 21, 1986 and Purchaser has not prior to the date the MPUC Order becomes a Final Order notified Seller in writing of its election to terminate the Purchase Agreement by reason of the failure of the condition set forth in Section 7(c-1)(ii), then said condition shall be deemed satisfied for all. purposes of the Purchase Agreement as amended by this Addendum.

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(d) In addition to the conditions to Seller's obligations stated in Section 6 (as amended hereby) of the Purchase Agreement, Seller's obligation to consummate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject to the fulfillment of each of the following conditions, unless expressly waived in writing by Seller, at or prior to Closing:

(1) Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement authorizing the consummation of the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as Seller reasonably may deem to be satisfactory; and (2) Issuance of a Final Order by the Maine Public Utilities Commission approving the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum on such terms and condi-tions as Seller may reasonably deem to be satis-factory, and providing among other things, and without limitation (i) that said Commission's orders in Docket No.84-120 entered on May 31, 1985 and June 3, 1985, remain in full force and effect, and (ii) that the consideration payable to Seller upon the consummation of said purchase and sale shall be allocr.ted irrespective of allocations otherwise provided in the Purchase i Agreement as amended by this Addendum for regula- 1 tory and rate-making purposes in accordance with Seller's rate-making request to the Maine Public Utilities Commission with respect to said'trans-actions; and that the rate-making treatment of )

the consideration payable to Seller under the Purchase Agreement as amended by this Addendum will produce no further write-offs or other adverse income statement impact other than those relating to the recapture of investment tax credits.

(e) EUA and purchaser will each use their best efforts to obtain by September 30, 1986 orders of the Securities and Exchange Commission, the New Hampshire Public i

Utilities Commission, the Nuclear Regulatory Commission, and the Federal Energy Regulatory Commission as required by Section 7(c) and Section 7(d)(1)of this Addendum.

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4 =

(f) Seller will use its best efforts to obtain the MPUC Order by July 21, 1986 as required by Section 7(c),

Section 7(c-1) and Section 7(d)(1) and (2) of this Addendum, subject to the provisos contained in clauses 1

(i), (ii) and (iii) of Section 8.2 of the Purchase Agreement.

8. Decommissioning Costs.

l; (a) Seller's obligation. Seller covenants and agrees with EUA and Purchaser that it will accept, as an exception

{

to the releases from other joint owners dealt with in Section 6(e) of the Purchase Agreement (and as an l' exception't.o any release contained in an amendment to the Joint Ownership Agreement which may hereafter be i made), an exception substantially as set forth in Exhibit A hereto, i t being understood that said excep-I tion is currently in negotiation with other joint owners and Seller will accept reasonable changes and modifications therein.

3 i

(b) Purchaser's Oblication. Purchaser covenants and agrees with Seller that Purchaser will establish on or i prior to the Closing Date a fund, the.value of'which l will be not less'than $5.4 million (as referred to in clause (iii) of Paragraph A(2) of Exhibit A hereto and in addition to any funds established pursuant to 3

agreements with other utilities) to be pledged for the benefit of all of the joint owners of the Seabrook

+

i -

Project, to secure the obligation of the Purchaser to pay Purchaser's share of the Decommissioning Costs and-a Costs of Cancellation' referred to in Exhibit A, all in order that Seller may secure the releases referred to ['

in Section 6(e) of the Purchase Agreement.

i Purchaser's obligation to establish and pledge said- i fund is subject to the condition that all other terms 3

and conditions thereof shall be reasonably satisfac-  !

tory to Purchaser and the remaining joint owners of the Seabrook Project. -

(c) Other Provisions Relating to Releases. The words "not  ;

more than 60 days after the-execution of this '

Agreement" in Section 6(e) of the Purchase Agreement, and the provicions of Section 6(f), are deleted.  ;

(d) Priority of Oblication. Nothing in subsections (a) or (b) of this Section primary obligation of Purchaser 8 of this Addendum to assume,shall limit'the pay, -

perform and discharge all of Seller's contractual ob- i ligations in respect of the Seabrook Project as set forth and to the extent provided in Section 2.3 of the }

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3342L  !

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i.

Purchase Agreement, including without limitation Seller's obligations to pay costs of decommissioning, conversion or cancellation of all or any portion of the Seabrook Project, including without limitation obligations, whether contractual (including without limitation under any amendment to the Seabrook Agreement substantially in the form of the proposed Nineteenth Amendment annexed hereto as Exhibit 8 with respect to " Decommissioning Costs" as defined there-l in),-statutory or otherwise, relating to, arising out of, connected with or in anticipation of, the decommissioning, conversion, or cancellation of all or 4

! any portion of the Seabrook Project, including without limitation (a) removal, relocation, shipment, containment, demolition, dismantling or storage or a combination thereof of any radioactive equipment, materials, nuclear wastes or contaminated structures, (b) storage of radioactive debris, or (c) restoration and rehabilitation of the physical and aesthetic appearance of the Seabrook Project site.

9. Liquidated Damages.

(a)

~

EUA agrees that, if either EUA or Purchaser shall fail or refuse to perform any of their obligations con-tained in the Purchase Agreement (as amended hereby)

, in a timely fashion without having been excused there-from, EUA shall be liable to pay liquidated damages to Seller in the sum of $1.608 million. The parties hereto agree that the amount of damages suffered and to be suffered by Seller in such case would be diffi-cult of ascertainment, and that the sum of $1.608 million is a reasonable sum for liquidated damages.

(b) Seller. agrees that, if Seller shall fail or refuse to 1 perform any of its obligations contained in the purchase Agreement (as amended hereby) in a timely fashion without having been excused therefrom, Seller shall be liable to pay liquidated damages to EUA and Purchaser in the sum of $1.608 million. The parties hereto-agree that the amount of damages suffered and

to be suffered by EUA and Purchaser in such case would be difficult of ascertainment, and that the sum of

$1.608 ages.

million is a reasonable sum for liquidated dam-

10. Legal Opinions.

(a) Opinions of Seller's Counsel. Section 5(f) of the Purchase at Agreement is amended by removing the period ial:

the end thereof and inserting the following mater-3342L l

s.

9 .

" relating to 1.iens (other than liens permitted by Section 2.1) on Seller's Ownership Share, regula-tory approvals in Maine and New Hampshire and the matters dealt with in Section 7.l(a) and (b)."

(b) Ooinions of Purchaser's Counsel. Section 6(j) of the Purchase Agreement is amended by removing the period at ial:

the end thereof and inserting the following mater-

" relating to approvals by the SEC, FERC and NRC, due corporate authorizations of Purchaser and the matters dealt with in Section 7.2(a) as (b)."

11. Additional Amendments. The Purchase Agreement is hereby amended as follows:

(a) The words "or by one or more promissory notes secured by a purchase money mortgage or otherwise, as the parties hereto may agree" in Section 2.6 of the Purchase Agreement are deleted.

(b) Section 6(g) of the Purchase Agreement is deleted. -

(c) The words " including federal and/or state taxes in-curred by Seller during said period occasioned by cap-italization of Seller's carrying costs, whether or not such taxes have yet been paid by Seller" in Section 4.l(a) of the Purchase Agreement are deleted.

12.

Satisfaction of Bondable Additions Condition. The condition stated in Section 6(h) of the Purchase Agreement shall be deemed satisfied for all purposes if prior to July 31, 1986 Seller does not notify purchaser in writing that such con-dition has not been satisfied.

13. Caotions. The captions in this Addendum are inserted for convenience only, and shall not be taken into account in construing the Purchase Agreement or this Addendum.

14. Confirmation. The Pu'rchase Agreement, as amended hereby, is hereby confirmed and approved and shall remain in full force and effect.

3342L L

15. EUA.

The name " Eastern Utilities Associates" is the designation of the Trustees for the time being under a Declaration of Trust dated April 2, 1928, as amended. All persons dealing with EUA must look solely to the trust property for the enforcement of any claims against EUA, as neither the Trustees, officers or shareholders assume any personal liabil-ity for obligations entered into on behalf of EUA.

IN WITNESS WHEREOF, Central Maine Power Company and Eastern Utilities Associates and EUA Power Corporation have caused these presents to be executed each by their respective officers thereunto duly authorized, as of the date first written above.

CENTRAL MAINE POWER COMPANY r

f By: c. ,

Vice President, Finance EASTERN UTILITIES ASSOCIATES By: $ d President EUA POWER CORPORATION By si m re'sident

[

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EXHIBIT A A. Except as set forth below, Seller is not released of its obligation (" Seller's Decommissioning Obligation") under the Seabrook Agreement to pay 6.04178% (its " Percentage Share")

of either (i) the Decommissioning Costs with respect to-Unit 1 of the Seabrook Project, or (ii) the Costs of Cancellation with respect to Unit 1 and Unit 2 of the Seabrook Project. For the purposes hereof, the term "Decomissioning Costs" shall have the same meaning as that term has in the form of the proposed Nineteenth Amendment to the Seabrook Agreement annexed to this Addendum as Exhibit B; and the term " Costs of Cancellation" shall mean all costs and expenses incurred by or accruing to the joint owners if Unit 1-and/or Unit 2 are cancelled without having been placed in service. Seller's Decommissioning Obligation is limited and conditioned as follows:

(1) Seller shall have no liability to pay its Percentage Share or any other portioa of Decommissioning Costs, until all sums that have been contributed by Seller and EUA Power in the Decommissioning Financing Fund, as defined in said Nineteenth. Amendment (less any sums required to be reterved by the administrators of said i

Fund), shall have been completely exhausted.

i (2) Seller shall have no liability to pay its Percentage Share or any other portion of the Decommissioning Costs demand orfor Costs of Cancellation payment of Seller's Percentage unless and until of Share (i) such costs shall have been made upon Purchaser, Purchaser shall have failed and~ refused to pay Seller's said Percentage Share of such costs, a final judgment shall have been obtained against Purchaser for Seller's Percentage Share of such costs, and an execution therefor shall have been obtained and returned unsatisfied (unless the entry of a final judgment or the execution thereon'has been stayed by operation of 11 U.S.C. Section 362), and (ii)-all insurance proceeds payable on account of or.with re-spect to Purchaser's failure to pay Seller's Percentage Share of such costs, or by reason of the filing, by or against Purchaser, of a petition under the Federal Bankruptcy Code, as in effect from time to time, or any~ successor bankruptcy and/or insolvency law, shall have been collected, paid and/or ap11ied to

, Seller's Percentage Share of such costs, and ;6;i) the amount of with Purchaser any guaranty respect to or reserve fund established by the obligation of Purchaser to pay Seller's Percentage Share of such costs shall have been completely exhausted.

3342L

o (3) In no event shall Seller's Decommissioning Obligation to all joint owners of the Seabrook Project in the aggregate exceed $5.4 million (" Cap Amount"), pro-vided, however, that if Purchaser.shall enter into one or more " life of the unit" power purchase contracts containing "take or pay" obligations with respect to a percentage of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose finan-cial strength is reasonacly satisfactory to the Joint Owners, then Seller's Cap Amount shall be reduced by such percentage.

(4) Reference is made to the cap amounts in the exhibits to addenda of like tenor to this Addendum by and between EUA and Purchaser and other electric utilities in Maine and/or Vermont, the aggregate of which said cap amounts (including the Cap Amount herein) is $10 million. Liability on account of Seller's Decommissioning Obligation shall be several (and not joint and several) as against Seller and each such other electric utility in proportion to the several cap amounts applicable to each.

B. Seller shall be finally released of Seller's

• Decommissioning Obligation upon the occurrence, if any, of any one of the following events:

(1) EUA shall guaranty payment by Purchaser of Purchaser's obligation to pay Seller's Percentage Share of Decommissioning Costs and Costs of Cancellation.

(2) Purchaser shall have entered into one or more " life of the unit" power purchase contracts containing "take or pay" obligations with respect to all of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners.

(3) The amount in the Decomissioning Finance Fund credited to or attributable to Purchaser shall equal or exceed

$10 million.

4 e

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EXHIBIT B NINETEENTH AMENDMENT OF AGREEMENT FOR JOINT OWNERSHIP, CONSTRUCTION AND OPERATION OF NEW HAMPSHIRE NUCLEAR UNITS This Nineteenth Amendment to Agreement for Joint ownership, Construction and Operation of New Hampshire Nuclear Units (the " Nineteenth Amendment") made as of the 1st day of May, 1986, 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 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").

WITNESSETH THAT:

WHEREAS, the Participants are all of the parties to an agreement entitled " Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units",

dated as of May 1, 1973, as heretofore amended by eighteen amendments (the " Joint Ownership Agreement"), with respect to Seabrook Nuclear Station; and b l

l

.. . l WHEREAS, the Participants desire to effect, in accordance with paragraph 29 of the Joint Ownership Agreement, the amendments to the Joint Ownership Agreement hereinafter set forth in order to better assure appropriate arrangements for payment of decommissioning expenses associated with the Units and to strengthen the provisions relating to delayed payments.

4 NOW, THEREFORE, the Participants agree as follows:

1. Amendments.

A.

The Joint Ownership Agreement is hereby amended by inserting the following additional paragraph after the first paragraph in Paragraph 10.1:

"PSNH or any successor managing agent appointed under Paragraph 36.2 is further specifically authorized, subject to the direction of the Executive Committee, obtain and maintain surety bonds, insurance or other to, forms of assurance to afford protection from liability or expense in the event that one or more of the Participants fail to pay all or any portion of their respective share or shares of Decommissioning Reserve Fund payments pursuant to Paragraph 13A. All costs of any such surety bond premiums, insurance premiums or similar forms of assurance shall be part of the expenses of operating and maintaining the Units borne by the Participants and shall include any excise taxes paid or incurred in connection with the payment of such costs. "

B.

The Joint Ownership Agreement is hereby amended by inserting a new Paragraph 13A after the present Paragraph 13, as follows:

1

"13A. Decommissioning Costs and Payments.

In recognition of the Participants' obligations-under an operating license and the applicable statutory requirements and regulations of the NRC to decommission the Units and in implementation of the Participants' respective obligations contained in Faragraph 11.1 hereof or enforceable under Chapter 162-F of the New Hampshire Revised Statutes Annotated ("NHRSA") to pay costs of such decommissioning, the Participants agree as follows:

13A.l. PSNH or any successor managing agent appointed pursuant to Paragraph 36.1 hereof (hereinafter in this Paragraph 13A referred to as the " Managing Agent") shall, subject to the direction of the Executive Committee, be responsible on behalf of all

Participants:

for making, and periodically updating, appropriate plans and cost estimates for the eventual decommissioning of the Units; for establishing appropriate reserves to provide for the ultimate payment of the decommissioning

! of the Units; for administering the collection from the Participants and the appropriate depositing on their behalf of monthly Decommissioning Financing Fund

• payments, in each case consistent with applicable i

statutory and regulatory requirements; and for periodically providing the Participants with a written notice of Decommissioning Financing Fund payment calculations, i the applicable schedule of payments and other relevant financial statusinformation of the Fund. as to collections and the 13A.2. Each month each Participant shall pay to the Managing Agent or as the Managing Agent directs, as part of the expenses identified in Paragraph 13 hereof, an amount equal to its ownership Share of the '

Decommissioning with respect Financing Fund payments for that month to each Unit.

i The Participants understand and agree (1) that the Decommissioning Financing Fund may be held by the i

Fund (as defined) or its designated agent or by an independent trust or other separate fund, as determined ,

3 i by the Committee (as defined) or, in the absence of such determination, in related but separate funds for each Participant according to its Ownership Share or as otherwise determined by the Managing Agent, (ii) that, to the extent feasible, the Decommissioning Financing Fund shall satisfy the requirements for tax deductibility Code of 1954, under Section 468A of the Internal Revenue as amended, (iii) that the amount and/or i

l l

timing of accruals to the Decommissioning Finance Fund by thefrom may time toAgent, Managing time during the term hereof be modified subject to the direction of the Executive Committee, consistent with the determinations of the Committee (as defined), if any, or to reflect changes in the-amount or timing of anticipated Decommissioning Costs, and (iv) that the use of the terms " decommission" and " decommissioning" in this 1 Paragraph encompass compliance with all reqdirements (other than those relating to spent nuclear fuel) of the NRC for permanent cessation of operation of'a nuclear facility and any activities reasonably related thereto and all requirements of other governmental authorities having jurisdiction related to removal and disposal of a Unit and restoration of the Site.

The Participants further understand that the aggregate amount of Decommissioning Financing Fund 1

payments made by them prior to the commencement of decommissioning may not be sufficient to make full payment of Decommissioning Costs of a Unit, and each Participant agrees that, notwithstanding any insufficiency of the Decommissioning Financing Fund, it i shall have a continuing obligation to pay into the Decommissioning Financing Fund the balance of its ownership Share of the entire amount of the Decommissioning Costs of such Unit.

i 13A.3.

! Certain terms defined in NHRSA 162-F:14 (namely, without limitation, " Fund" and

" Committee")

meanings thereare used in this Paragraph 13A with the provided.

As used in this Paragraph 13A: " Decommissioning Financing Fund" shall mean the Fund; and

" Decommissioning Financing Fund payments" for any month shall mean an amount equal to all accruals in such month to the Decommissioning Financing Fund, as from time to timeParagraph with established by the Managing Agent in accordance 13A.2, to provide for the ultimate payment of the Decommissioning Costs of a Unit.

3 include:" Decommissioning Costs" for each Unit shall (1) All costs and expenses related to removal of the Unit from service, including without limitation, dismantling, mothballing, removing radioactive material (excluding spent nuclear fuel) to temporary and/or permanent storage sites, decontaminating, restoring and ,

i supervising the Site, and any costs and 1

e.

4 expenses incur. red in connection with proceedings before governmental authorities relating to any authorization to decommission such Unit or remove such Unit from service.

(2) All costs of labor and services, whether directly or indirectly incurred, including without limitation, services of foremen, inspectors, supervisors, surveyors, engineers, security personnel, counsel and accountants, performed or rendered in connection with the decommissioning of the Unit, supervising the site, and removal of the Unit from service; and all costs of materials, supplies, l machinery, construction equipment and apparatus acquired or used (including rental

charges for machinery, equipment or apparatus hired) for or in connection with the decommissioning of ths Unit and removal of the Unit from service, and all administrative costs, including services of counsel and 4 financial advisors, of any applicable independent trust or other rieparate fund established pursuant.to this Paragraph; it

being understood that any amount (exclusive of proceeds of insurance) realized as salvage on any machinery, construction equipment and apparatus shall be treated as a reduction of the amounts otherwise chargeable-on account of the costs of decommissioning of the Unit; and (3) All overhead costs applicable to the Unit during its decommissioning' period, including, without limiting the generality of the 1

foregoing, taxes (other than taxes on or in respect of income), charges, licenses, excises and assessments, casualties, surety bond premiums and insurance premiums.

Without limiting the generality of the foregoing, any other amounts expended or to be paid with respect to decommissioning of the Unit or removal of the Unit from service Costs if shall they constitute are, part of the Decommissioning or when paid will be, either (i) properly chargeable to any account related to decommissioning of a nuclear generating unit in accordance with the Uniform System (or such similar accounts as may hereafter become appropriate), or (ii) properly chargeable to decommissioning of a nuclear generating unit in accordance with then applicable regulations of the NRC or any other governmental authority having jurisdiction."

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I C.

The Joint Ownership Agreement is hereby amended by deleting the last sentence of Paragraph 25.1 and inserting in lieu thereof the following:

"In the event that any Participant 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 i

to this Agreemenu, in addition to any other rights which may then exist and in onsideration of the mutual agreements of the other Participants, each of the Participants hereby agrees (1) that PSNH shall have the

! right in its sole discretion to make such payment, or

the Disbursing Agent (appointed by the Participants j under a separate Agreement dated as of May 23, 1984, as 1

amended, the " Disbursing Agent Agreement"), shall have

the right to accept funds with which to make such payment and to disburse any funds so accepted to meet obligations of the defaulting Participant, (ii) that, i

whenever such a payment has been made on behalf of a

defaulting Participant, PSNH or the Disbursing Agent, as the case may be, are hereby authorized on behalf of all Participants to recover from any such defaulting 3

Participant the amount of such payments, heretofore or hereafter made, together with interest from the date payment by the defaulting Participant was due to the date of reimbursement, and (iii) that the interest so payable by the defaulting Participant shall be at an annual rate of seven percentage points over the lowest interest rate then being charged by The First National Bank of Boston on 90-day commercial loans or, if such rate would be deemed usurious, at the highest rate then legally permissible.

The Participants further agree that (a) if PSNH has itself made the payment, it shall retain any such recovery together with the interest thereon, and (b) if the Disbursing Agent has made such payment, follows: all such recoveries shall be applied as the principal thereof to reimburse the-

! appropriate accounts and the interest thereon to be credited for the Participants, pro rata benefit of all non-defaulting

, Disbursing Agent unless otherwise directed pursuant to the Agreement."

4

2. The Participants hereby ratify and confirm the transactions heretofore made by the Disbursing Agent in which it accepted funds and disbursed the same as 1

1

4 contemplated by the foregoing amendment to Paragraph 25.1 of the Joint Ownership Agreement.

3.

When counterparts hereof have been executed by Participants having ownership Shares aggregating at least eighty percent (80%), the provisions of this Nineteenth Amendment shall become effective in accordance with Paragraph 29.1 of the Agreement.

4. Applicable Law.

This Nineteenth Amendment is made under and shall be governed by the laws of the State of New Hampshire.

5. Execution in Counterparts.

Any number of counterparts of this Nineteenth Amendment may be executed and each shall have the came force and effect as an original and as if all the parties to all of the counterparts had signed the same instrument.

f i

IN WITNESS WHEREOF, each of the undersigned has caused this Nineteenth Amendment to be signed by an authorized officer and its respective seal to be affixed hereto on the date indicated but as of the date first above written.

Witnesses:

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE By Its (Seal)

Date State of New Hampshire County of Hillsborough i The foregoing instrument was acknowledged before me this of , 1986, by ',

of Public Service Company of New Hampshire, corporation.

a New Hampshire corporation, on behalf of the Notary Public

• "1)

MY commission expires 6

. .~ -. - .- . --- . . - - - - .

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i 0596u ADDENDUM TO AGREEMENT OF.

PURCHASE AND SALE i

THIS ADDENDUM made as of this 30th day of June, 1986, by i

and between Fitchburg Gas and Electric Light Company, a 4

Massachusetts corporation (" Seller"), Eastern Utilities Associates, a Massachusetts trust with transferable shares l

a

("EUA") and EUA Power Corporation, a New Hampshire Corporation

(" Purchaser") amends and supplements that certain Agreement of Purchase and Sale.(" Purchase Agreement") by and between Seller t

i and EUA made April 8, 1986, as follows:

1. Adiustment of Purchase Price. The figure "$5,800,000" in Section 2.2(i) of the Purchase Agrer Tent is changed to-i

"$4,000,000", and the following proviso is hereby added to the i

, end of Section 2.2(i) prior to the word "plus":

l 4

, provided, however, that $713,000 of such amount shall not be paid to Seller at the Closing but shall i instead be deposited in an interest-bearing escrow i

account to be established by Seller and EUA, the terms

of which shall be that (a) the principal amount in such account shall secure Seller's Decommissioning Obligation as defined and provided for in Exhibit A to this Addendum, (b) interest on the amount-in such

account from time to time shall be paid no less frequently than monthly to Seller and (c) the balance in such account shall be paid to Seller upon the final release of Seller's Decommissioning Obligation as' -

provided for in Section B of Exhibit A to this Addendum;

) 2. Elimination of Termination Provision. Section 8 of the

Purchase Agreement is hereby deleted.

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3. Closing. Section 2.5 of the Purchase Agreement is amended to read as follows:

2.5. The transactions contemplated by the Purchase Agreement shall be closed and consummated at a closing (the " Closing") at 10:00 a.m., local time, at the offices of Devine, Millimet, Stahl-& Branch, or such other offices as shall be agreed to by EUA and Seller, on that date (the " Closing Date") which is 30 days following.the satisfaction (or waiver by Seller or Purchaser, as the case may be) of each of the conditions set forth in sections 4 and 5 of this Agreement and Sections 6(c) and 6(d) of the Addendum to this Agreement dated as of the 30th day of June, 1986, or if the 30th day shall not be a business day, then upon the business day next following said 30th day. The Seller and Purchaser may agree upon an earlier Closing Date, and it is the intention of the parties to proceed to Closing as expeditiously as possible.

4. Satisfaction of Financing Condition. The condition stated in Section 4(e) of the Purchase Agreement shall be deemed satisfied for all purposes of the Purchase Agreement if unsecured debt financing (without a requirement of a guarantee by, or any liability, contingent or otherwise, on the part of, EUA) in an amount sufficient to consummate the purchase and sale of Seller's Ownership Share is available to Purchaser (or would be available if following the incurrence of such debt l Purchaser's debt to equity ratio would be in compliance with the Settlement Agreement approved by the Federal Energy Regulatory Commission on May 6, 1986) at a net effective interest cost of 15% per annum or less on or about the 30th day following the date upon which the conditions stated in Sections 4 and 5 (excluding Section 4(e)) of the Purchase Agreement (as

i, J

amended hereby) and Sections 6(c) and 6(d) of this Addendum are I

satisfied (or waived by Seller or Purchaser, as the case may be). The condition stated in Section 4(d) of the Purchase  !

Agreement has been satisfied.

5. Purchaser as Party. Notwithstanding the provisions of J Section 9.3 of the Purchase Agreement and subject to Section 6(a) of this Addendum, by its execution of this Addendum in the space provided below, Purchaser has become a party to, and is bound by and obtains the benefits of, the Purchase Agreement as amended hereby.

6. Conditions: Best Efforts, i

(a) The provisions of this Addendum shall not become obligatory upon Purchaser or EUA unless the following condition has been satisfied (unless expressly waived in writing by either EUA or Purchaser):

Approvals of this Addendum by the Trustees of EUA, the Board of Directors of Purchaser and the j Board 31, 1986. of Directors of Seller on or prior to July l

} (b) The provisions of this Addendum shall not become obligatory upon Seller unless the following condition i

j j

has been satisfied (unless expressly waived in writing by Seller):

l l Approvals of this Addendum by the Trustees of EUA I

on or prior to July 31, 1986, the Board of i Directors of Purchaser on or prior to July 31,

! 1986 and the Board of Directors of Seller.

! (c)

In addition to the conditions to Purchaser's obligations stated in Section 4 (as amended hereby) of

' the Purchase Agreement, Purchaser's obligation to consummate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended

by this Addendum shall be subject to the fulfillment of the following condition, unless expressly waived in l writing by either EUA or Purchaser, at or prior to Closing

)

5, Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate

} Final Orders, to the extent not previously 3

.obtained, of each of the regulatory agencies

-identified in Section 4(b) of the Purchase Agreement authorizing the consummation of the purchase and-sale contemplated by the Purchase Agreement as. amended by this Addendum upon such terms and conditions as EUA and Purchaser reasonably may deem to be satisfactory. i (d) In addition-to the conditions to Seller's obligations stated in Section 5'(as amended hereby) of the

' Purchase Agreemcnt, Seller's obligation to consummate i

the Purchase and sale of-Seller's Ownership Share as provided in the. Purchase Agreement as amended by this Addendum shall be subject to-the fulfillment of the following condition, unless expressly waived in i

writing by Seller, at or prior to Closing:

1 Issuance of.the required license of the Nuclear Regulatory Commission and-issuance of separate. Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement authorizing the consummation j

of the Purchase'and sale contemplated by the Purchase i

Agreement as amended by this Addendum upon such terms i

and conditions as Seller reasonably may deem to be satisfactory.

i-(e)

~

EUA and Purchaser will each;use their best efforts to obtain by September 30, 1986 orders of the Securities l and Exchange Commission, the New Hampshire Public j Utilities Commission, the Nuclear Regulatory j Commission, and the-Federal Energy Regulatory j Commission as required by Section 6(c) and Section 6(d)'of this Addendum.

'1

7. Decommissioning Costs.

! (a) Seller's Obligation.

Seller covenants and agrees with ,

{.

j EUA and Purchaser that it will accept, as an exception to the releases from other' joint owners dealt with in i

Section 5(d) of the Purchase Agreement (and as an

' exception to any release contained in an' amendment to the Joint Ownership Agreement which may hereafter be i

made), an exception substantially as set forth in ,

Exhibit A hereto, _it being understood that said exception is currently in negotiation with other joint owners and Seller will' accept reasonable changes and j modifications therein.

i i _4_

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i) ,

(b) Purchaser's Obligation. Purchaser covenants and agrees with Seller that Purchcser will establish on or prior to the Closing Date a fund, the value of which will be not less than $713,000 (as referred to in clause (iii) of Paragraph A(2) of Exhibit A hereto and in addition to any funds established pursuant to

agreements with other utilities) to be pledged for the t

benefit of all of the joint owners of the Seabrook

, Project, to secure the obligation of the Purchaser to i

pay Purchaser's share of the Decommissioning Costs and Costs of Cancellation referred to.in Exhibit A, all in ,

order that Seller may secure the releases referred to j in Section 5(d) of the Purchase Agreement.

t Purchaser's obligation to establish and pledge said fund is subject to the condition that all other terms and conditions thereof shall be reasonably satisfactory to Purchaser'and the remaining joint i owners of the Seabrook Project.

(c) Priority of Obligation. Nothing in subsections (a) or

'. (b) of this Section 7 of this Addendum shall limit the primary obligation of Purchaser to assume, pay, perform and discharge all of Seller's contractual j

obligations in respect of the Seabrook Project as set forth and to the extent provided in Section 2.3 of the

] Purchase Agreement, including without limitation Seller's obligations to pay costs of decommissioning, j

conversion or. cancellation of all.or any portion of i

i the Seabrook Project. including without limitation obligations, whether contractual (including without i limitation under any amendment to the Seabrook Agreement substantially in the form'of the proposed i

Nineteenth Amendment annexed hereto as Exhibit B with respect to " Decommissioning Costs" as defined therein), statutory or otherwise, relating to, arising i out of, connected with or in anticipation of, the decommissioning, conversion, or cancellation of all or any portion of the Seabrook Project, including without 4

limitation (a) removal, relocation, shipment, l containment, demolition, dismantling or storage.or a i

combination thereof of any. radioactive equipment, materials, nuclear wastes or cont'aminated structures,

• i (b) storage of radioactive debris, or (c) restoration i

and rehabilitation of the physical and aest.hetic j

I appearance of the Seabrook Project site.

j 8. Liquidated Damages.

(a) EUA agrees that, if either EUA or Purchaser shall fail or refuse to perform any of their obligations contained in the Purchase Agreement'(as amended

s .

t l 1 1 .

l hereby) in a timely fashion without having been i

excused therefrom, EUA shall be liable to pay

! liquidated damages to Seller in the sum of $230,000.

The parties hereto agree that the amount of damages

suffered and to be suffered by Seller in such case 4

would be difficult of ascertainment, and that the sum of $230,000 is a reasonable sum for liquidated damages.

(b) Seller agrees that, if Seller shall fail or refuse to l perform any of its obligations contained in the Purchase Agreement (as amended hereby) in a timely i fashion without having been excused therefrom, Seller i

shall be liable to pay liquidated damages to EUA and Purchaser in the sum of $230,000. The parties hereto agree that the amount of damages suffered and to be suffered by EUA and Purchaser in such case would be difficult of ascertainment, and that the sum of

$230,000 is a reasonable sum for liquidated damages.

I

9. Legal Opinions.

i (a) Opinions of Seller's Counsel. Section 4(f) of the Purchase Agreement is amended by removing the period l

l at the end thereof and inserting the following material:

1 relating to liens.(other than. liens' permitted by Section 2.1) on Seller's Ownership Share, j

regulatory approvals in Massachusetts and the i matters dealt with in Section 6.1(a) and (b).

(b) Opinions of Purchaser's Counsel. Section 5(h) of the

' Purchase Agreement is amended by removing the period i at the end thereof and inserting the following l material:

I relating to approvals by the SEC, FL'RC and NRC, due corporate authorizations of Purchaser and the i

f matters dealt with in Section 6.2(a)'and (b).

i 10. Captions. The captions in this Addendum are inserted i

for convenience only, and shall not be taken into account in j construing the Purchase .Tgreement or this Addendum.

1

11. Confirmation. The Purchase Agreement, as amended 1

hereby, is hereby confirmed and approved and shall remain in i

full force and effect.

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... ,---__-,--.,,_.-.-- ..-.-.- ,. -.-.-,-.t

s

12. EUA. The name " Eastern Utilities Associates" is the designation of the Trustees for the time being under a Declaration of Trust dated April 2, 1928, as amended. All persons dealing with EUA must look solely to the trust property for the enforcement of any claims against EUA, as neither the Trustees, officers or shareholders assume any personal liability for obligations entered into on behalf of EUA.

IN WITNESS WHEREOF, Fitchburg Gas and Electric Light Company, Eastern Utilities Associates and EUA Power Corporation have caused these presents to be executed each by their respective officers thereunto duly authorized, as of the date first written above.

FITCHBURG GAS AND ELECTRIC LIGHT COMPANY By: s -

President EASTERN UTILITIES ASSOCIATES By: L President A d' d EUA POWER CORPORATION Y Atas By3.s1e.ot -- -

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EXHIBIT A A. Except as set forth below, Seller is not released of its obligation (" Seller's Decommissioning Obligation") under the Seabrook Agreement to pay 0.86519% (its " Percentage Share") ,

of either (i) the Decommissioning Costs with respect to Unit 1 of the Seabrook Project, or (ii) the Costs of Cancellation with respect to Unit 1 and Unit 2 of the Seabrook Project. For the purposes hereof, the term "Decomissioning Costs" shall have the same meaning as that term has in the form of the proposed Nineteenth Amendment to the Seabrook Agreement annexed to this Addendum as Exhibit 8; and the term " Costs of Cancellation" shall mean all costs and expenses incurred by or accruing to the joint owners if Unit 1 and/or Unit 2 are cancelled without having been placed in service. Seller's Decommissioning Obligation is limited and conditioned as follows:

(1) Seller shall have no liability to pay its Percentage Share or any other portion of Decommissioning Costs, until all sums that have been contributed by Seller and EUA Power in the Decommissioning Financing Fund, as defined in said Nineteenth Amendment (less any sums required to be reserved by the administrators of said Fund), shall have been completely exhausted.

(2) Seller shall have no liability to pay its Percentage i Share or any other portion of the Decommissioning Costs or Costs of Cancellation unless and until (i) demand for payment of Seller's Percentage Share of such costs shall have been made upon Purchaser, Purchaser shall have failed and refused to pay Seller's said Percentage Share of such costs, a final judgment shall have been obtained against Purchaser for Seller's Percentage Share of such costs, and an I execution therefor shall have been obtained and returned unsatisfied (unless the entry of a final judgment or the execution thereon has been stayed by operation of 11 U.S.C. Section 362), and (ii) all insurance proceeds payable on account of or with respect to Purchaser's failure to pay Seller's Percentage Share of such costs, or by reason of the filing, by or against Purchaser, of a Petition under the Federal Bankruptcy Code, as in effect from time to time, or any successor bankruptcy and/or insolvency law, shall have been collected, paid and/or applied to Seller's Percentage Share of such costs, and (iii) the amount of any guaranty or reserve fund established by 1 Purchaser with respect to the obligation of Purchaser 1 1

I

I

'. l s

to pay Seller's Percentage Share of such costs shall have been completely exhausted.

(3) In no event shall Seller's Decommissioning Obligation to all joint owners of the Seabrook Project in the aggregate exceed $713,000 (" Cap Amount"). provided, however, that if Purchaser shall enter into one or more " life of the unit" Power Purchase contracts containing "take or pay" obligations with respect to a percentage of its entitlement from Unit 1 of the

.Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners, then Seller's Cap Amount shall be reduced by such percentage.

(4) Reference is made to the cap amounts in the exhibits to addenda of like tenor to this Addendum by and between EUA and Purchaser and other electric utilities in Maine and/or Vermont, the aggregate of which said cap amounts (including the Cap Amount herein) is $10 million. Liability on account of Seller's Decommissioning Obligation shall be several (and not joint and several) as against Seller and each'such other electric utility in proportion to the several cap amounts applicable to each.

B. Seller shall be finally released of Seller's Decommissioning Obligation upon the occurrence, if any, of any one of the following events:

(1) EUA shall guaranty payment by Purchaser of Purchaser's obligation to pay Seller's Percentage Share of Decommissioning Costs and Costs of Cancellation.

(2)

! Purchaser shall have entered into one or more " life of the unit" Power purchase contracts containing "take or i

pay" obligations with respect to all of its entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners.

(3) The amount in the Decomissioning Finance Fund credited to or attributable to Purchaser shall equal or exceed I

$10 million.

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ADDENDUM TO AGREEMENT OF PURCHASE AND SALE THIS ADDENDUM made this 27th day of June, 1986, by and between Central Vermont Public Service Corporation, a Vermont corporation (" Seller"). Eastern Utilities Associates, a Massachusetts trust with transferable shares ("EUA")

and EUA Power Corporation, a New Hampshire Corporation (" Purchaser") amends and supplements that certain Agreement of Purchase and Sale (" Purchase Agreement") by and between Seller and EUA made February 19, 1986, as fellows:

1. Adjustment of Purchase Price. The figure of $4,400,000 in Section 2.2(111) of the Purchase Agreement is changed to $1,058,000. Section 4.2 of t'he Purchase Agreement is deleted.

2. Additforal Interest. Section 4.1(b) of the Purchase Agreement is deleted and the following new Section 4.1(b) and Section 4.1(c) are added in its place:

"(b). Pay carrying charges to Seller at the rate stipulated in Section 4.1(c) below, compounded semi-annually on January 1 and July 1, calculated (i) for the period June 1, 1985 to the Closing Date on the aforesaid payment of $9,300,000; and (ii) for the jeriods from the respective dates of such payments to the Closing Date, on all cash payments made or to be made by Seller that are to be reimbursed pursuant to Section 4.1(a) above; and (c). The rate of the carrying charges referred to in Section  !

4.1(b) above shall be 12.8% per annum, provided that said rate l i

shall increase to 17% per annum on the later of (i) October 1,1986, i or (ii) the date which is 30 days following the satisfaction (or '

waiver by Seller or Purchaser, as the case may be) of the c'onditions set forth in Sections 5(b) (excepting only approval by the Securities and Exchange Commission contemplated by clause (i) thereof and approval by the VPSB contemplated by clause (iv) thereof) and Sections 7(c) and 7(d) of the Addendum to this Agreement dated as of the 27th day of June, 1986."

3. Elimination of Termination Provision. Section 9 of the Purchase Agreement is hereby deleted.

1

4. Closing. Section 2.5 of the Purchase Agreement is amended to read as follows:

"2.5. The transactions contemplated by the Purchase Agreement shall be closed and consummated at a closing (the " Closing") at 10:00 a.m., local time, at the offices of Devine, Millimet, Stahl

& Branch, or such other offices as shall be agreed to by EUA and Seller, on that date (the Closing Date)' which is 30 days following the satisfaction (or waiver by Seller or Purchaser, as the case may be) of each of the conditions set forth in Sections 5 and 6 of this Agreement as modified herein and Sections 7(c) and 7(d) of the Addendum to this Agreement dated as of the 27th day of June, 1986, or if the 30th day shall not be a business day, then upon the business day next following said 30th day. The Seller and Purchaser may agree upon an earlier Closing Date, and it is the intention of the parties to proceed to Closing as expeditiously as possible."

5. Satisfaction of Financing Condition. The condition stated in Section 5(e) of the Purchase Agreement shall be deemed satisfied for all purposes of the Purchase Agreement if unsecured debt financing (without a requirement of a guarantee by, or any liability, contingent or otherwise, on the part of, EUA) in an amount sufficient to consummate the purchase and sale of Seller's Ownership Share is available to Purchaser (or would be available if following the incurrence of such debt Purchaser's debt to equity 1

ratio would be in compliance with the Settlement Agreement approved by the Federal Energy Regulatory Commission on May 6, 1986) at a net effective interest cost of 15% per annum or less on or about the 30th day following the date upon which the conditions stated in Sections 5 and 6 (excluding i

Section 5(e)) of the Purchase Agreement (as amended hereby) and Sections 7(c) and 7(d) of this Addendum are satisfied (or waived by Seller or Purchase'r, as -

the case may be). The conditions stated in Section 5(a) of the Purchase Agreement as they relate to approvals by the Trustees of EUA and the Board i

of Directors of Purchaser, and Section 5(d) of the Purchase Agreement each have been satisfied.

2

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6. Purchaser as Party. Notwithstanding the provisions of Section 11.3 of the Purchase Agreement and subject to Section 7(a) of this Addendum, by its execution of this Addendum in the space provided below. Purchaser

~

has become a party to, and is bound by and obtains the benefits of, the Purchase Agreement as amended hereby.

7. Conditions; Best Efforts.

(a) The provisions of this Addendum shall not become obligatory upon Purchaser or EUA unless the following condition has been satisfied (unless expressly waived in writing by either EUA or Purchaser):

Approval of this Addendum by the Board of Directors of Seller on or prior to July 7, 1986.

(b) The provisions of this Addendum shall not become obligatory upon Seller unless the following condition has been satisfied (unless expressly waived in writing by Seller):

Approval of this Addendum by the Board of Directors of Seller.

(c) In addition to the conditions to Purchaser's obligations stated in Section 5 (as amended hereby) of the Purchase Agreement, Purchaser's obligation to consummate the purchase and sale of Seller's Ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject to the fulfillment of the following condition, unless expressly waived in writing by either EUA or Purchaser, at or prior to Closing:

Issuance of the required license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement, excepting approval from the Vermont Public Service Board, authorizing the consummation of the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as EUA and Purchaser eeasonably may deem to be satisfactory.

3

e.

(d) In addition to the conditions to Seller's obligations stated in Section 6 (as amended hereby) of the Purchase Agreement, Seller's obligation to consummate the purchase and sale of Seller's ownership Share as provided in the Purchase Agreement as amended by this Addendum shall be subject, unless expressly waived in writing by Seller, at or prior to Closing, to the issuance of the requried license of the Nuclear Regulatory Commission and issuance of separate Final Orders, to the extent not previously obtained, of each of the regulatory agencies identified in Section 5(b) of the Purchase Agreement, excepting approval from the VPSB, authorizing the consummation of the purchase and sale contemplated by the Purchase Agreement as amended by this Addendum upon such terms and conditions as Seller reasonably may deem to be satisfactory.

(e) EUA and Purchaser will each use their best efforts to 4

obtain by September 30, 1986 orders of the Securities and Exchange Commission, the New Hampshire Public Utilities Commission, the Nuclear Regulatory Commission, and the Federal Energy Regulatory Commission as required by Section 7(c) of this Addendum.

(f) Seller waives the condition in paragraph 6(b) of the Purchase Agreement and 6(c) with respect to the VPSB.

8. Decommissioning Costs.

(a) Seller's Obligation. Seller covenants and agrees with EUA and Purchaser that it will accept, as an exception to the releases from other joint owners dealt with in Section 6(e) i of the Purchase Agreement (and as an exception to any release contained in an amendment to the Joint Ownership Agreement which may hereafter be made), an exception substantially as set forth in Exhibit A hereto, it being understood that said exception is currently in negotiation with other joint owners and Seller will accept reasonable changes and modifications therein.

(b) Purchaser's Obligation. Purchaser covenants and agrees with Seller that Purchaser will establish on or prior to the Closing Date a fund, the value of which will be not less that $1.42 million (as referred to in clause (iii) of Paragraph A(2) of Exhibit A hereto and in addition to any funds established pursuant to agreements with other utilities) to be pledged for the benefit of all of the joint owners of the Seabrook Project, to secure the obligation of the Purchaser to pay Purchaser's share of the Decommissioning Costs and Costs of Cancellation referred to in Exhibit A, all in order that Seller may secure the releases referred to in Section 6(e) of 4

s. .

I the Purchase Agreement. Purchaser's obligation to establish ,

and pledge said fund is subject to the condition that all  !

other terms and conditions thereof shall be reasonably  ;

satisfactory to Purchaser and the remaining joint owners of '

the Seabrook Project.

(c) Other Provisions Relating to Releases. The words "not more than 60 days after the execution of this Agreement" in Section 6(e) of the Purchase Agreement, and the provisions of Section 6(f), are deleted.

(d) Priority of Obligation. Nothing in subsections (a) or (b) of this Section 8 of this Addendum shall limit the primary obligation of Purchaser to assume, pay, perform and discharge all of Seller's contractual obligations in respect of the Seabrook Project as set forth and to the extent provided in Section 2.3 of the Purchase Agreement, including without limication Seller's obligations to pay costs of decommissioning, conversion or cancellation of all or any portion of the Seabrook Project, including without limitation obligations, whether contractual (including without limitation under any amendment to the Seabrook Agreement substantially in the form of the proposed Nineteenth Amendment annexed hereto as Exhibit B with respect to " Decommissioning Costs" as defined therein),

statutory or otherwise, relating to, arising out of, connected with or in anticipation of, the decommissioning, conversion or cancellation of all or any portion of the Seabrook Project, including without limitation (a) removal, relocation, shipment.

containment, demolition, dismantling or storage or a combination thereof of any radioactive equipment, materials, nuclear wastes or contaminated structures,. (b) storage of radioactive debris, or (c) restoration and rehabilitation of the physical and aesthetic appearance of the Seabrook Project site.

9. Liquidated Damages.

(a) EUA agrees that, if either EUA or Purchaser shall fail or refuse i to perform any of their obligations contained in the Purchase Agreement (as amended hereby) in a timely fashion without having '

been excused therefrom, EUA shall be liable to pay liquidated l damages to Seller in the sum of $426,000. The parties hereto agree that the amount of damages suffered and to be suffered by Seller in such case would be difficult of ascertainment, and that ,

I the sum of $426,000 is a reasonable sum for liquidated damages.

5

9.

(b) Seller agrees that, if Seller shall fail or refuse to perform

! any of ice obligations contained in the Purchase Agreement (as amended hereby) in a timely fashion without having been excused therefrom, Seller shall be liable to pay liquidated damages to EUA and Purchaser in the sum of $426,000. The parties hereto agree that the amount of damages suffered and to be suffered by EUA and Purchaser in such case would be difficult of ascertainment, and that the sum of $426,000 is a reasonable sum for liquidated damages.

10. Legal Opinions.

(a) Opinions of Seller's Counsel. Section 5(f) of the Purchase Agreement is amended to read as follows:

"(f) Receipt by EUA and Purchaser of an opinion, dated the date of Closing, in form and substance reasonably satisfactory to Purchaser, EUA and their counsel from (1) Donald L. Rushford, Esq., as counsel for Seller, relating to liens (other than liens permitted by Section 2.1 on 9eller's ownership share) and to the legal authority or Seller to proceed with the sale under Vermont law; and (ii) Ransmeier & Spellman, as counsel for the Seller, relating to New Hampshire regulatory approval."

(b) Opinions of Purchaser's Counsel. Section 6(h) of the Purchase Agreement is amended by removing the period at the end thereof and inserting the following material:

" relating to approvals by the SEC, FERC and NRC, due corporate authorizations of Purchaser and the matters dealt with in Section 7.2(a) and (b)."

11. Additional Amendments. Section 4.1(a) of the Purchase Agreement is hereby amended to delete the words " including federal and/or state taxes incurred by Seller during said period occasioned by capitalization of Seller's carrying costs, whether or not such taxes have yet been paid by Seller."

12. Satisfaction of Bondable Additions Condition. The condition stated in Section 6(g) of the. Purchase Agreement shall be deemed satisfied for all purposes if prior to July 31, 1986 Seller does not notify Purchaser in writing that such condition has not been satisfied.

13. Most Favored Nation Clause. The parties agree to amend this agreement to include any terms or conditions more favorable to Seller if terms or conditions more favorable to Sellers are included in similar agreements with Central Maine Power Company, Bangor Hydro-Electric Company and Maine Public Service Company subsequent to the date hereof.

6

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14. Captions. The captions in this Addendum are inserted for convenience only, and shall not be taken into account in construing the Purchase Agreement or this Addendum.

15. Confirmation. The Purchase Agreement, as amended hereby, is hereby confirmed and approved and shall remain in full force and effect.

16. EUA. The name " Eastern Utilities Associates" is the designation of the Trustees for the time being under a Declaration of Trust dated April 2, 1928, as amended. All persons dealing with EUA must look solely to the trust property for the enforcement of any claims against EUA, as neither the Trustees, officers or shareholders assume any personal liability for obligations entered into on behalf of EUA.

IN WITNESS WHEREOF, Central Vermont Public Service Corporation Eastern Utilities Associates and EUA Power Corporation have caused these presents to be executed each by their respective officers thereunto duly authorized, as of the date first written above.

CENTRAL VERMONT,PUBLIC SERVICE CORPORATION m

--f '/ / / g N By: ,

ff)v ,

' Executive Vice President and ff Chief Operating Officer EASTERN UTILITIES ASSOCIATES By:

President EUA POWER CORPORATION By: _

/ h Gp6sident- "i '~~

7

EXHIBIT A A.

Except as set forth below, Seller is not released of its obligation the Seabrook Agreement (" Seller's Decommissioning Obligation") under l to pay 1.59096% (its " Percentage Share")

i of either (i) the Decommissioning Costs with respect to Unit t I of the Seabrook Project, '

respect to Unit I and Unitor2 (ii) theSeabrook Costs of Cancellation Project. For with of the the purposes same hereof, meaning as that the term "Decomissioning Costs" shall have the term has in the form of the proposed l Nineteenth as Addendum AmendmentExhibit B; to the Seabrook Agreement annexed to this  !

' and the term " Costs of Cancellation" shall mean all costs and expenses incurred by or accruing to the joint having owners been placed if Unit 1 and/or Unit 2 are cancelled without in service.

obligation is limited and conditioned as follows: Seller's Decommissioning (1)  :

Seller shall have no liability to pay its Percentage Share or any other portion of Decommissioning Cost's, until all sums that have been contributed by Seller and EUA Power in the as defined in said .Ni. Decommissioning Financing Fund, neteenth Amendment (less any sums required to be reserved by the administrators of said Fund), shall have been completely exhausted.

(2)

Share or any other portion of the Decommissio

, demand for payment of Seller's Percentage Sha such costs shall have been made upon Purchaser, Purchaser shall have f ailed and refused to pay Seller's said Percentage Share of such costs, a final judgment shall have been obtained against Purchaser for Seller's Percentage Share of such costs, and an i execution therefor shall have been obtained and returned unsatisfied (unless the entry of a final judgment or the execution thereon has been stayed by i operation of 11 U.S.C. Section 362), and (ii) all i insurance proceeds payable on account of or with re- ,

spect to Purchaser's f ailure to pay Seller's Percentage Share of such costs, or by reason of the  ;

filing, by or against Purchaser, of a petition under the Federal Bankruptcy Code, as in effect from time to time, law, or any successor bankruptcy and/or insolvency shall have been collected, paid and/or applied to Seller's Percentage Share of such costs, and (iii) the Purchaser with respect to the obligation of Purcha to pay have been Seller's Percentage completely exhausted.Share of such costs shall i

.;. T- 9 '

. 3342L

+

(3)

In no to allevent jointshall ownarsSeller's Decommissioning Obligation of the Seabrook project in the aggregate vided, exceedthat however, $1.42 million (" Cap Amount"), pro-l or more " life of the unit"if Purchaser power purchase shall enter into one contracts containing *take or pay" obligations with respect to a percentage of its entitlement from Unit 1 of the i I

Seabrook Project with an electric utility whose finan-cial strength is reasonably satisfactory to the Joint i

Owners, such then Seller's Cap Amount shall be reduced by percentage. l (4)

Reference is made to the cap amounts in the exhibits t to addenda of like tenor to this Addendum by and between EUA and in Maine and/or Purchaser Vermont, and other the aggregate electric of which utilities said cap amounts (including the Cap Amount herein) million. is $10 .

Liability on account of Seller's Decommissioning joint and several) Obligation shall be several (and not

. as,against Seller and each such other cap electric amounts utility in'toproportion applicable each. to the several ,

i B.

Seller shall be finally released of Sel ~

Decommissioning one of the following Obligation events: upon the occurrence,ler's if any, of any (1) obligation to pay Seller's Percentage Share ofEU

' Decommissioning Costs and Costs of Cancellation .

(2)

Purchaser the unit" power shall have entered purchase contracts into containing one or*take more or " life o pay" obligations with respect to all of its ,

entitlement from Unit 1 of the Seabrook Project with an electric utility whose financial strength is reasonably satisfactory to the Joint Owners.

(3)

The amount in the Decomissioning Finance Fund credited to ormillion.

$10 attributable to Purchaser shall equal or exceed l

l .

3342L i

E GIBIT B CONSTRUCTION AND OPERATION ,

ITS This Nineteenth Amendment to Agreement for Joint ownership, Construction and operation of New Hampshire Nuclear Units (the " Nineteenth Amendment") e mad 1st day of May,1986, by and among Public Servicey Compan of New Hampshire, The United Illuminating Company, Bangor Hydro-Electric Company, Central Maine Power,Company Central Vermont Public Service Corporation, Canal Electri c Company *

(successor in interest to New Bedford son Gas and Edi Light Company), The Connecticut Light and Power Comp any, Fitchburg Gas & Electric Light Company, Hudson Light &ower P Department, Maine Public Service Company, Massachusetts Municipal Wholesale Electric Company, Montaup ectric El Company, New England Power Company, s New Hamp hi

,_ . Cooperative, re Electric Inc., Taunton Municipal Lighting Plant ,

~

and

- Vermont Inc. Electric Generation and Transmissio n Cooperative, (the " Participants")._'~

WITNESSETH THAT:

WHEREAS, the Participants are all of the parties t o an agreement entitled " Agreement for Joint ownershi p, Construction and operation of New Hampshir e Nuclear Units",

dated as of May 1, 1973, as heretofore amended by eighteen amendments (the " Joint Ownership Agreement") , with respect to Seabrook Nuclear Station; and

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. l WHEREAS, the Participants desire to effect, in 1

I accordance with paragraph 29 of the Joint ownership I Agreement, the amendments to the Joint ownership Agreem ent hereinafter set forth in order to better assure appropri ae t arrangements for payment of decommissioning expenses associated with the Units and to strengthen the provision s relating to delayed payments.

Now, THEREFORE, the Participants agree as follows:

1. Amendments.

A. .

The Joint Ownership Agreement is hereby amended y b inser, ting the followine additional paragraph after th  !

e first paragraph in Paragraph 10.1:

"PSNH or any successor managing agent o nted app i

, under Paragraph 36.2 is further specifically authoriz d subject to the direction obtain and maintain surety bonds, of the Executive Committe e e, to or expense in the event that oneaor more of ility Participants fail to pay all or any Fund payments pursuant to Para er portion .

any such surety bond ^ premiums, graph 13A. All costs of -

j similar forms of assurance shall be part of theinsurance expenses premiu

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of operating and maintaining the Units borne eby th Participants and shall include any excise ta incurred in connection with the payment of xes paid or B. such costs."

The Joint ownership Agreement is herebyeamend y db inserting a new Paragraph 13A af ter the pres 13, as foll'ows: ent Paragraph

~.

1 il

"13A.

Decommissionint:r Costs and Payments. _

In recognition of the Participants' obligations under an operating license and the applicable statutory the Units and in implementation of the Partici respective obligations contained in Paragraph 11.1 s' hereof or enforceable under Chapter 162-F of the New Hampshire costs of such Revised Statutes Annotated ("NHRSA") to pay decommissioning, follows: the Participants agree as 13A.1.

PSNH or any successor managing agent appointed pursuant to Paragraph 36.1 hereof (hereinafter in this Paragraph 13A referred to as the "Managing Agent") shall, subject to the direction of the Executi ve committee, for making, be responsible on behalf of all

Participants:

and periodically updating, appropriate plans the Units; for establishing appropriate o reserve provide of for the the Units; ultimate payment of the decommissionin for administering the collection from theg Participants and the appropriate depositing on theri <

behalf of monthly Decommissioning Financing Fund payments, in each case consistent with applicable statutory and regulatory requirements; and for periodically providing the Participants with a written notice of Decommissioning Financing Fund payment calculations, other relevant information as to collections financial status of the Fund. e and th

~

i 13A.2.

. to the Managing Agent or as the Managing Age t diE n hereof, as part of the expenses identified in Paragraph 13 rects, '

1 Decommissioning with respect to each Unit. Financing Fund payments a month for th .

I

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the Decommissioning Fund (as defined) Financing e Fund may y the that be h l\

independent trust or other separate fundor its designated agent, as' determined determination, in related but separate of suchfunds f Participant according to its ownership Share orseach or a to the extent feasible,otherwise determined (ii) that, by the Managin Fund shall satisfy the requirements for taxthe Decommissioning code of 1954, as amended, deductibilitya under evenueSection (iii) that the amount and/or t

ve'~' ' ' ' ~ ~ ' __._ _._ - .- - - - -

timing of accruals to the Dacommissioning Finance Fund may by thefrom time to Managing Agent, time during subjectthe term hereof be modified Executive Committee, to the direction of the of the Committee as defined), consistent with the determinations changes in the amo(unt or timing if any, or to reflect of anticipated Decommissioning Costs, and (iv) terms " decommission" and " decommissioning" in thisthat the use Paragraph encompass compliance with all requirements (other than those relating to spent nuclear fuel of the l NRC for permanent cessation of operation of a nuc) lear and all requirements of other governmental a!! t having jurisdiction related to removal and disposal of a Unit and restoration of the Site.

i i

1 aggregate amount of Decommissioning F.inancing F decommissioning may not be sufficient to make fu , i payment Participant of Decommissioning" agrees that, flotwithstanding Costs of a Unit, and each any shall have a continuing obligation ton pay , it into 'th Decommissioning Financing Fund the balance of its ownership Share of the entire amount of the Decommissioning Costs of such Unit.

13A.3.

162-F:14 (namely, without limitation,Certain terms defined in N

" Committee") " Fund" and

. . meanings there provided.are used in this Paragraph 13A with the -

As used in this' Paragraph 13A:

Financing Fund" shall mean the Fund; and " Decommissioning -

" Decommissioning Financing Fund payments" for any month to the Decommissioning Financing Fundshall mean ,

time established by the Managing Agent in accor das ancefrom time.to with Paragraph 13A.2, to provide for the ultimate payment of the Decommissioning Costs of a Unit .

include: " Decommissioning Costs" for each Unit shall (1)

All costs and expenses related to removal of the Unit from service, including without limitation, dismantling, mothballing, removing radioactive material (excluding spent nuclear fuel) sites, to temporary and/or permanent storage i decontaminating, restoring and supervising the Site, and any costs and I 1

V i

. - , j -T.3 % gy.v iw , T"' .7* Y. IY.D.*I MI* * * '

expenses incurred in connection with proceedings before governmental authorities relating to any authorization to decommission such Unit or remove such Unit from service.

(2) All costs of labor and services, whether directly-or indirectly incurred, without limitation, services of foremen, including inspectors, supervisors, surveyors, engineers, security personnel, counsel and accountants, performed or rendered in connection with the decommissioning site, of the Unit, supervising the

. .' and all costs of materials, supplies,and removal machinery, construction equipment and charges for machineryapparatus acquired or used (inclu hired) for or in conne,ction with theequipment or apparatus Unit from service, decommissioning of the Unit and rem costs, and all administrative financial advisors, including services of counsel and of any applicable independent truat or other separate fund being understood thatestablished pursuant to this Paragr proceeds of insurance)any amount realized as (exclusive salvage onof any machinery, construction equipment and ,

apparatus shall be treated as a reduction of  !

the amounts otherwise chargeable on account of i

the costs of decommissioning of the Unit; and (3)

All overhead costs applicable to the Unit  :

i

-~-~"-"'"'~,

without limiting

' foregoing, taxes the generality of theduring , i

.j .. ' ; '7' respect of income)(other than taxes on or in and assessments, , charges, licenses, excises

{

premiums and insurance premiums. casualties, surety bond Without limiting the generality of the foregoi ng, decommissioning of the Unit or removal rom of the serviceif shall Costs they are, constitute or when partpaid of the willDecommissioning be ,

either (i) properly chargeable to any account related todec accordance with the Uniform System accounts as may hereafter become app (or such similar properly chargeable to decommissioning ropriate),

of a nuclear or (ii) generating unit in accordance with then applicable regulationshaving authority of the NRC or any other governmental jurisdiction."

t

l l

,. l C.

The Joint ownership Agreement is hereby amended by deleting the last sentence of Paragraph 25.1 and inserting in lieu thereof the following:

"In the event that any Participant shall fail to make when due any payment required by this Agreement or under any contract relating to the construction, maintenance of the Units or the support of theiroperation or to this Agreement, associated transmission facilities entered into pu may then exist and in consideration of the mutualin additi agreements of the other Participants, each of the Participants hereby agrees (1) that PSNH shall have the the Disbursing Agentright in its sole discretion to make orsuch payme under amended,a separate Agreement dated as of May(appointed by th the " Disbursing Agent Agreement"), 23, 1984, as the right to accept funds vith which to make suchshall have

• payment and to disburse any funds so accepted to meet obligations of the defaulting Participant, defaulting Participant,whenever such a payment has been maj 1 the case may be, are hereby authorized on behalfas ofPSNH Participants to recover from any such defaulting all Participant hereafter the amount of such payments, heretofore ro made,

' payment date by the defaulting of reimbursement, Participant was due to theto payable by the defaulting andParticipant (iii) that the shallinterest be at an so interest rate then being charged by The First Bank of Bosten on 90-day commercial loans cr rate would be~ deemed usurious, legally permissible.

if such ,

at the highest rate then that (a) if PSNH has itself made the payment,The Participa retain any such it shall thereon, and (b) recovery together with the interest payment, follows: all such recoveries shall be applied asif the Disb

.the principal thereof to reimburse the

• appropriate accounts and the interest thereon to be Participants, Disbursing unless Agent Agreement." otherwise directed e pursu 2.

The Participants hereby ratify and confirm the transactions heretofore made by the Disbursin g Agent in which it accepted funds and disbursed the same as

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F

• t l

. l

'?. l contemplated by the foregoing amendment to Paragraph .

of 25 1 the Joint ownership Agreement.  ;

3.  ;

When counterparts hereof have been executed by Participants having ownership Shares aggregating at l east eighty percent (00%),

the provisions of this Nineteenth Amendment shall become effective in accordance with Paragraph 29.1 of the Agreement.

4. Applicable Law.

This Nineteenth Amendment is made under e and sh governed by the laws of the S. tate of New Hampshire 5,.

Execution in Counterparts.

Any number of counterparts of this Nineteenth Am endment may be executed and each shall have the same force and

effect as an original and as if all the parties to all of

't I the counterparts had signed the same instrument.

o h d o

o 4

_ _ _ ,_,,,----v~**~~**

• 1 Id WITNESS WHEREOF, each of the undersigned has cause this Nineteenth Amendment to be signed by an authoriz e d

officer and its respective seal to be affixed hereto on the date indicated but as of the date first above written .

Witnesses:

PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE By-(Seal)

Date State of New Hampshire _

County of Hillsborough The foregoing o f. instrument was acknowledged before

, 1986, by me. this Hampshire, corporation. a New Hampshire corporationof Public Service Comp ,

on behalf of the My commission expires Notary Public -(Seal) 8

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