ML20204G401

Forwards Annual Repts for Commonwealth Energy Sys for Years 1995 Through 1997,supplementing 990211 License Transfer Application Requesting Consent to Indirect Transfer of Canal Electric Co Interest in Ol.Power Contract,Also Encl

ML20204G401
Person / Time
Site:	Seabrook
Issue date:	03/05/1999
From:	Feigenbaum T NORTH ATLANTIC ENERGY SERVICE CORP. (NAESCO)
To:	NRC OFFICE OF INFORMATION RESOURCES MANAGEMENT (IRM)
Shared Package
ML20204G407	List: ML20204G401 ML20204G410
References
NYN-99034, NUDOCS 9903260141
Download: ML20204G401 (26)

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• % North Atlantic Energy Service Corporation i North A i .

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• Seabrook. Nil 03874

<h lill811 tlc (603) 474-9521 The Northeast Utilities Spiem March 5,1999 Docket No. 50-443 NYN-99034 United States Nuclear Regulatory Commission Attention: Document Control Desk Washington, D.C. 20555 Seabrook Station, Unit No.1 Supplement to the License Transfer Application Requesting Consent to the Indirect Transfer of Canal Electric Company's Interest in the Operatine License On February 11,1999, North Atlantic Energy Service Corporation (North Atlantic), as agent for the Joint Owners of Seabrook Station, Unit No.1, filed an application seeking the Commission's consent to the indirect transfer of control of Canal Electric Company's (Caral's) interest in the Operating License for Seabrook Station Unit No.1 (NYN-99017). The indirect transfer is being sought as the result of the planned merger of Commonwealth Energy System, the parent company of Canal, and BEC Energy.

North Atlantic is submitting additional information to supplement that application.

The following additional materials are enclosed:

• The annual reports for Commonwealth Energy System for the years 1995 through 1997

• The power contract between Canal Electric Company and Commonwealth Electric Company and Cambridge Electric Light Company In addition, as of December 31,1998 the balances in Canal Electric Company's decommissioning trust funds totaled $3,236,929.69.

Should you have any questions regarding this letter, please contact Mr. Anthony M. Callendrello, Licensing Manager at (603) 773-7751.

Very truly yours, NORTH ATLANTIC ENERGY SERVICE CORP.

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-Ted C. Feigenbaum /

Executive Vice President And Chief Nuclear Officer 9903260141 990305 1 PDR ADOCK 05000443 9 P PM d L

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U.S. Nuclear Regulatory Commission NYN-99034 / Page 2 -

cc:

w/o enclosures H. J. Miller, NRC Regional Administrator J. T. Harrison, NRC Project Manager, Project Directorate 1-2 R. W. Lorson, NRC Senior Resident inspector Mr. Steven R. Ilom, Esquire Office of General Counsel United States Nuclear Regulatory Commission Washington, DC 20555-0001 Mr. Robert S. Wood Office of Nuclear Reactor Regulation Unitt ; States Nuclear Regulatory Commission Washington, DC 20555-0001 Mr. John A. Ritsher Ropes & Gray .  ;

One International Place Boston, MA 02110-2624 Mr. James J. Keane VP-Energy Supply & Engineering Services 1

Commonwealth Energy Company 2421 West Cranberry liighway Wareham, MA 02571 j

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F ENCLOSURE TO NYN-99034 I

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( Ccatcosite Conformed Copy l

1st Amendment dated June 1, 1988 2nd Aredimit dated February 28, 1990 3rd Amencknent dated December 5,1991 l

4th Arenreit dated Decenber 19, 1991 i Sth Are dimit dated March 6, 1992 l

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POWER CCNTRACT f

betwen CANAL ELECI'RIC COMPANY, i Seller and

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CCt90ETAU1H ELECTRIC CCEPANY i

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CAMBRIDGE ELECTRIC LIGfr CCEPANY l

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Re: SEABROOK UNIT No. 1

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POWER CCNIRACT dated as of this 1st day of September,1986, and amended

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on the 1st day of June, 1988, the 28th day of February, 1990, 5th day of December,1991 and the 19th day of Decanber,1991 between CANAL ELECIRIC OCHPANY (" Canal Electric"), a Massachusetts corporation, and CCMOMEALTH ELECTRIC CCHPANY ("Ccanonwealth"), a Massachusetts corporation and CAMBRIDGE ELECTRIC LIGE CCHPANY (" Cambridge"), a Massachusetts corporation. Canal Electric, Ccmnonwealth and Cambridge are subsidiary corporations of Ccanonwealth Energy Systan, a Massachusetts business trust. Cannonwealth and Cambridge shall be referred to collectively herein as "Systen Purchasers".

1. Basic Understandings and Objectives.

(a) Canal Electric owns a 3.52317% interest in an electric generating unit located at Seabrook, New Hmpshize, which unit is expected to have a Net Unit CayM14ty (as defined in Section 2(b)) of awwdmately 1,150 NW, and in which Canal Electric has an entitlement of approximately 40.5 HR (the " Entitlement"). Canal Electric is one of several joint owners thereof, all of whose ownership rights are governed by the terms of a joint ownership av t=sient entitled " Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units", dated May 1,1973, as amended (the " Joint Ownership Agreement") . This generating unit, described and defined in said Joint Ownership Aymme. ult as the First Unit, is hereinafter referred to as the "Seabrook Unit" and shall include ccamon facilities and other related facilities located on and/or near the site. The Joint Ownership Aviosi:uit describes the duties and obligations of the respective joint owners in respect to the Seabrook Project, which had originally contemplated that an additional unit would be constructed at the same site.

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Agreement, are referred'to sometimes herein as the " Joint Owners"). The Joint Owners of the Seabrook Unit have established a new entity to be responsible for the construction, operation and maintenance of the Seabrook Unit (tho'" Unit Manager"). The New Hangshire Yankee Division of the Public Service Capany of New Hampshire is currently functioning as the Unit Manager; however, it is contenplated that such divisic*n w2.11 be established and will function as a separate corporation. Each of the Joint Owners of

. the Seabrook Unit will own a proportionate anount of the ccamon stock of such corporation, to be entitled New Hanpshire Yankee Electric Corporation, and would be represented on its Board of Governors.

(b) Canal Electric and the other Joint Owners are also parties to a Transmission Support Niwi=nt, dated May 1,1973, as amended frun time to time, which provides for the support of related transmission facilities installed to afford interconnection of the Seabrook Project with existing transmission facilities. (The Joint Ownership Agreement, the Transmission support Niwient and any other s.bnilar agreenents entered into by Canal Electric in fulfillment thereof or in fulfilbnent of the Capacity Acquisition Niwient (described in Paragraph 1(c) below) relat.ing to the Seabrook Unit, may be referred too herein collectively as the "Seabrook Ni wi=nts".) .

(c) Canal Electric's acquisition and participation in the Seabrook Unit was and is being performed in furtherance of a long-standing generation supply program, which is described in detail in a certain Capacity Acquisition Atwient, dated September 25, 1980, between the parties hereto (Canal Electric Rate Schedule FERC No. 21, as supplemented). L. addition,

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certain of the responsibilities of Canal Electric and the Systm Purchasers regarding the Seabrook Project are specifically addressed in a certain seabrook Capacity Acquisition Ccmnitrent, also dated September 25, 1980, by and between the sane parties. (Suppleent No. 1 to the Canal Electric Rate Schedule FERC No. 21.) 'Ihe Capacity Acquisition Agreemant and the Seabrook Capacity Acquisition Ccmnitnent are scetims referred to herein collectively as the " Capacity Agrements". This Power Contract constitutes, in part, a specific impler:entation of certain aspects of the systs planning and generation program contemplated by the Capacity Agreements. This long term program obligates Canal Electric to function as the principal supplier  !

of electric generation capacity fer the Syst m Purchasers. The System Purchasers, acting together with Canal Electric, secure cost savings for their respective custmers by planning for bulk pcwer supply on a syste-wide basis.

(d) Canal Electric is contracting herein to sell its entire share l j

of the Net Unit Capability and the related energy produced by the Seabrook )

Unit and the System Purchasers are herein contracting to purchase Canal l

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Electric's entire share of the Net Unit Capability and the related energy I prcduced by the Seabrook Unit, as defined in Section 2(b) belcw, and, in I consideration thereof, to pay to Canal Electric the full costs and expenses i

incurred by Canal Electric in respect to the Seabrook Unit including, without limitation, all anounts described in Section 4 belcw and all anounts i

properly billable to Canal Electric pursuant to the Seabrook Agreements.

Canal Electric confirms that it will perfonn its obligations under the Seabrook Agreement and will nonitor the performance of construction and the operation and naintenance of the Seabrook Unit in a manner which is in the

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interest of and for the benefit of the Systm Purchasers, in accordance with I-good utility practice and consistent with the systen practices and goals described in Section 1(c) above and elsewhere in this Pcu r Contract.

2.

Constrt tion and Start-uo of Plant and Detemination of Net Capabrlity.

(a) The construction of the Seabrook Unit is now substantially cenpleted. The in-service date of the Seabrook Unit is currently estimated to occur in 1989; however, certain of the related facilities located at and/or near the site have entered service or may enter service (together, "Related Facilities") prior to the in-service date of the Seabrook electric generating unit. 'Ihe actual in-service date of the Seabrook electric generating unit or of any Related Facilities shall be established by the Unit Manager or other appropriate party in accordance with the tenus of the Joint Danership Agreer nc or in accordance with the terms of the Seabrook Agrements. The actual in-service date of the Seabrook Unit will depend upon the ancunt of time required to receive an operating license fran the Nuclear Regalatory Cannission and the coupletion of the final testing.

Canal Electric shall keep Systen Purchasers advised as to its knowledge of the progress of construction, testing and start-up and as to any changes in the expected in-service date.

(b) The net capability of the Seabrook' Unit (" Net Unit Capability") shall be deternined fran tine to time in accordance with the provisions of Section 15.6 of the New England Power Pool Agreement, dated as of September 1,1971, as amended ("NEPOOL Agreement"), or as the NEPOOL Agreement may be amended hereafter fran time to time in respect to a standard of general applicability for such detennination. In the absence of

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i such provision, Net Unit Capability shall be deteImined by the Unit Manager for the Seabrook Unit based upon operating experierre consistent with sound utility practice.

3. Sale and Purchase.

(a) Canal Electric agrees to .. b e available and to sell to System Purchasers one hundred percent (100%) of Canal Electric's share of the Net  ;

Unit Capability and the related energy produced by the Seabrcok Unit or of Canal Electric's proportionate share. of such'other amounts of capacity and  !

energy as the Seabrook Unit may be actually capable of producing when not j operating at Net Unit Capability.

(b) Each Syst m Purchaser shall be entitled to receive a share of l

the capacity and related energy as may be produced by the Seabrook Unit and i <

herein contracted for with Canal Electric and shall be liable for a share of the payments due under this Ag.=srant, such share to be as below-stated:

Cambridge 19.94%

Comtenwealth __80.06%

a Total 100.00%

(c) In the event that the in-service date of the Seabrook Unit is }

delayed beyond Dec eber 31, 1986, Canal Electric shall have the option, upon j application to FERC, to comence billing System Purchasers a carrying charge I on any " construction work in progress" (as defined fran time to time in FERC regulations, as of the date hereof codified at 18 CFR Part 35.26(b)(1),

"CWIP") in accordance with the following formula:

f CWIP Charge = [(CWIP Base - Reserve for Deferred Taxes) x CWIP Rate]  ;

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b Where CWIP Base = the sum of the following items, in accordance with Section 35.26 of the Camission's Regulations:

(1). 100%.of the costs of pollution control facilities and fuel conversion. facilities;  !

(2) 50% of the costs of facil'ities IEG.M in FERC Account No.10 7 not related to pollution control or fuel conversion facilities

("non-PC/ft"); and 4 i

(3) 5C% of the costs recorded in FERC Account 120.1; namely nuclear fuel in sucass of refinenent, conversion, enrichnent or fabrication.

Reserve for Deferred Inccne Taxes = the amunts recorded and i included in-Canal Electric's FERC Account Number 282 as of the  !

prior nonth -for expenditures applicable to the hhmok Unit; and CWIP Rate = the sum of the nonthly Cost of Capital Rate as established in Section 4(b)(ix) and the Inccne Tax Expense Rate as established in Section 4(b)(x), expressed as a decimal.

Payments of the CWIP Charge, if any, under this Section 3(c) shall cease upon the in-service date of the whmok Unit. Should the in-1 service date of the Seabrook Unit occur on a date other than the'first day of tis nonth, then the payment under this Section shall be prorated based on i the rnunber of days during such month that the Seabrook Unit is not in-j service.

At the date and to the extent and duration that the CWIP I Charge shall apply to a ccuponent of CWIP, Canal Electric shall discontinue the capitalization of any allowance for funds used during construction

("AEUDC") which would be otherwise applicable to said ccuponent of CWIP; conversely, AFUDC will continue to apply to the ccznponent of CNIP in the Seabrook Unit not subject to the CWIP Charge, in accordance with Canal Electric's normal accounting procedures.

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(d) Prior to the in-service date of the Seabrook Unit, Canal l

Electric agrees to make available to System Purchasers, in accordance with l the terms of this 'Agreenent, one hundred percent (100%) of Canal Electric's share, if any, of the net energy generated by the Seabrook riit. The Systen Purchasers agree to take and pay for such energy prior to the in-service date of the Seabrook Unit at a rate equal to the lowest unit energy costs otherwise available to Systen Purchasers but in any event, .T' less than the actual cost of such energy. If, and only to the extent that, payments by l

Systen Purchasers for such energy exceed Canal Electric's costs thereof, any l

such excess payments by Systen Purchasers shall be credited by Canal I Electric to Gross Plant Investment as defined at Section 4(b)(i) of this Power Contract.

(e) Cumercing on the in-service date of the Seabrook Unit, the l Systen Purchasers will purchase one hundred percent (100%) of Canal Electric's share of the Net Unit Capability and the related energy produced i by the Seabrook Unit or such other arounts of capacity and energy as the i Seabrook Unit may actually produce when not operating at Net Unit Capability. In consideration therefor, Systen Purchasers will pay Canal Electric, each month ccmmncing upon the in-service date of the Related Facilities or upon the in-service date of the Seabrook electric generating unit, as appropriate, the Demand Camponent, as defined in Section 4(b) hereof, plus the Energy Ccznponent, as defined in Section 4(c) hereof. Prior to the in-service date for the Seabrook electric generating unit, such paynent obligation shall apply only to such of the Related Facilities as are in service pursuant to notice duly given to Canal Electric by the Unit Manager or other appropriate party. If the in-service date of the Seabrook

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-( electric generating unit or of any Related Facilities occur on a date other l

.than the first day of the month, the Danand Ccmponent for such month for the l hbryx>k electric generating unit or for such Related Facilities shall be prorated, as wgiate, based upon the number of days during such month -l that the Seabrook electric generating unit is or such Related Facilities are in service.

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4. Rate and Changes.

(a) Tbtal monthly charges to each of the System Purchasers shall be equal to the sum of the Danand Caponent, detemined in accordance with paragraph (b) below, plus the Energy Caponent, detemined in accordance '

with paragraph (c) below, nultiplied by the respective share percentage described in paragraph (c) above. References to FERC accounts within this Section are references to accounts established by the Federal Energ 4 )

Regulatory hiasion ("FERC") as a part of its Unifom System of Accounts, currently codified within 18 CFR Part 101, (the "Unifom System"), and, to the extent that such Unifom System may be revised fom time to time by FERC or a successor agency, appropriate and corresponding revision will apply hereto. References to "the Seabrook Unit" within this Section shall be understood to mean the Related Facilities prior to the in-service date of the Seabrook electric generating unit and shall be understood to mean the Seabrook Unit fr m and afte 'ne in-service data of the Seabrook electric generating unit. It is the intent of Canal Electric and Systm Purchasers that the Related Facilities be and be considered a part of the Seabrook Unit fr a and after the in-service date thereof and only be accounted for separately prior to such in-service date.

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(b) The Danand Camponent shall be equal to the sum of items (b)(ix) through (b)(xviii) as determined nonthly in accordance with the follcwing definitions and ecmputations:

(i) Gross Plant Invest 2nent Gross Plant Invest 2nent shall be the total cost of the Seabrook Unit to Canal Electric as reflected upon Canal Electric's bcoks of account as of the end of the current nonth. Gross Plant Investment shall include anounts recorded and included in Canal Electric's FERC Accounts Numbers 101 through 106, 120.2, 120.3 and 120.4 as appropriate.

(ii) Reserve for Accumulated Depreciation and Anortization The Reserve for Accumulated Depreciation and Amrtization shall be the cumulative net total of depreciation and amortization expense Applicable to the Gross Plant Investment as of the end of the prior nonth Numbers as 108 recorded and through included in Canal Electric's FERC Account 120.5.

(iii) Reserve for Accumulated Deferred Inccme Taxes The Reserve for Accumulated Deferred Irccmes Taxes shall be equal to the deferred taxes directly related to Canal Electric's investment in the Seabrook Unit, including but rot limited to deferred taxes resulting frem the use of accelerated depreciation methods and deferred taxes relating to nuclear h issioning funds, and recorded and included in Canal Electric's FERC Account Numbers 190, 281, 282 and 283 as of the end of the prior nonth.

(iv) Net Unit Investment The Net Unit Invest 2nent shall be the Gross Plant Invest 2 rent determined in (b)(1) above minus the sum of the reserves defined in accordance with (b)(ii) and b(iii) above.

(v) Materials and Supplies Invest 2nent -

The Materials and Supplies Invest 2 rent shall be the cost to Canal  !

Electric of its ' share of the materials and supplies inventory applicable to the Seabrook Unit, and recorded and included in FERC Account Number 154.

(vi) Prepaid Itans Investment The Prepaid Items Invest 2nent shall be the cost to Canal Electric of its share of prepayments for insurance, rents, taxes, and other prepaid items, excluding prepaid itens, applicable to the Seabrook Unit and recorckd and included in FERC Account 1Annber 165.

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(vii) . Cash Workinc Capital Cash Working Capital shall be equal to forty-five. (45) days of the sum of Canal Electric's share of the followings (1) Operations and Maintenance and Other Expenses established in Section 4(b)(xv),

with the exception of Canal's Seabrook Transmission Support Charges; and (2) including the artertization of the net cost of Canal Electric's nuclear fuel assemblies recorded and included in Account Number 518 if such fuel assembles are subject to a lease '

arrangment.

(viii) Investment Base The Investment Base shall be the sum of Net Unit Investment, Materials and Supplies Investnent, Prepaid Itms Investment, Cash Working Capital as emputed in accordance with (b)(iv), (b)(v),

(b)(vi) and (b)(vil) above and xviii below.

(ix) Cost of Capital Expense The Cost of Capital Expense applicable to the Seabrook Unit shall be determined by nultiplying the Investment Base emputed in (b)(viii) above by the Camposite Cost of Capital Rate and dividing the result thereof by twelve. The Cmposite Cost of Capital Rate shall be equal to the average of the Equity Rate and the Debt Rate.

The Equity Rate will be fixed so as to allow an after-tax return of 11.72%.

The Debt Rate will be equal to the actual weighted average cost of r-4+hi long-term debt issued by Canal Electric as of the end of the prior month. The Equity Rate and Debt Rate shall be weighted equally to reflect a capital structure defined to be comprised of equal ccruponents of equity and long-term debt.

(x) Inecme Tax Expense -

Income Tax Expense applicable to the Seabrook Unit shall be determined by multiplying the Investment Base, as determined in Section 4(b)(viii), by the Incme Tax Expense Rate (" ITER"), as determined in accordance with the following fourula:

ITER = T/(1-T) x (ROE)/12 Where:

T is the net effective cmbined statutory tax rate for the Federal Incme Tax and applicable state incme taxes, plus any other income-based tax assessed by any federal, state, county, local, or other political subdivision.

ROE is the Equity Rate nultiplied by the ratio of equity capital to total capital, as established in Section 4(b)(ix).

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Whereas it is the intent of this Power Contract that Canal Electric can be pemitted to earn the Equity Rate on an after-tax basis as established in Section 4 b Section 4(b)(x) as necess(ar)y(ix), adjustment to apsve shall be rlately reflect made all taxesin this incurred by Canal Electric applicable to inccme derived under this Power Contract. Such adjustments may include, but shall not be limited i

to, adjustments to reflect changes in tax rates, newly t ==d taxes on inccne or the impact of any amounts collected, retained, or earned by Canal Electric pursuant to the provisions of j Section 4(b)(xvi) of this Power C & act.

(xi) Investment Tax Credit The Investznant Tax credit shall be as acw.ded and included in FERC Account Number 255 on Canal Electric's books of account w wenting Canal Electric's share of the Seabrook Unit and shall be credited to the Demand Camponent no faster than ratably over the estimated book doswiable life of the hahmok Unit, all in ,

conformance with FERC Statements of Policy or regulations, if any, i as in effect frcn time to time.

(xii) Depreciation Expense (1) Depreciation expense with rw paci. to Canal Electric's investment in the Seabrook Unit as of June 30, 1990 (" Initial '

Plant") means an aucunt each month equal to one-twelfth of annual straight line depreciation of the Initial Plant and net salvage over the period of the renaining tem of the full power operating license for Seabrook, as such license is in effect on June 30, 1990. At June 30,1990 (" Initial Service Date"), the remaining tem of such license is four hundred and thirty-six (436) nonths, or thirty-six and one-third years. ,

(2) Depreciation expense with rw pact to any capital addition to {

the Seabrook Unit which is made after the In-Service Date (" Capital Addition") means an amount each month equal to one-twelfth of annual straight line d=preciation of the original cost of the Capital Addition, as reflected on Canal Electric's books of account and including an Allowance for Funds Used During Construction plus i the cost of any betterments inprovenants, additions, and net I salvage thereto (together, " Capital Addition Costs") over the tem of the full power operating license for the Seabrook Unit remaining at the time each such Capital Addition is placed into ccamercial  ;

service.

(3) . A desociation study of the Seabrook Unit non-production plant will be perforrned within one (1) year frcn the date upon which the ]

Settlernent Agreenent in FERC Docket No. ER90-245-000 is approved by 1 the FERC and at least every five (5) years thereafter. Each such

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depreciation study will be filed by Canal Electric with the C=ission's Office of the Chief Accountant. A copy of each such d=gociation study will be provided to all wholesale custcrrers of Canal Electric, Cambridge and Camonwealth at least thirty (30)'

days prior to being filed with the Office of the Chief Accountant.

l Upon approval of each such depreciation study by the Office of the l

i Chief Accountant, Canal Electric will depreciate the Seabrook Unit non-production plant in accordance wit the depreciation rates set forth in the depreciation study. -

l (4) Depreciation expense will consist of the ccuponents described in sub-paragraphs (1), (2), and (3) of this Section 4(b)(xii) and l is recorded and included in FEBC Account Number 403. l l

(5) Separate sub-accounts within FERC Account Number 403 will be main

• h at all times with respect to the Initial Plant *r.d Capital Addition Costs. 1 (xiii) Taxes Other Than Inccme Taxes Taxes Other Than Inccrne Taxes shall be the Ad Valorem taxes, gross revenue or gross receipts taxes, Federal and state unenployment l insurance taxes, Federal excise taxes, Social Security taxes, and '

all other taxes, except income taxes, assessed or km-i by Federal, state, county, municipal, or other local governmental authorities, properly includable and recorded in FERC Account Number 408, whether currently in existence or created in the future, representing Canal Electric's share of such cost as they relate to the Seabrook Unit.

(xiv) Construction Work in Procress Expense The Construction Work in Progress Expense ("CNIP Expense") shall be the sum of any carrying charges on investments in capital facilities, additions, betterments and nuclear fuel incurred by Canal Electric on its share of the Seabrook Unit in FERC Accounts 107 and 120.1 subsequent to the in-service date of the Seabrook Unit but prior to the inclusion of such investments in FERC Accounts 101 through 106, 120.2, 120.3 and 120.4. CWIP Expense will be camputed pursuant to the formula contained within Section 3(c), above (except that the reference to the Reserve for Deferred Income Taxes shall be disregarded for this camputation and the term CWIP Expense shall be substituted therein for the tem CWIP Charge).

(xv) Operations and Maintenance and Other Expenses Operations and Maintenance Expenses shall consist of all amounts properly charged to or incurred by Canal Electric and included and recorded in FERC Account Numbers 517 through 532 (excluding FERC Account Number 518) and FERC Account Number 557 through 935 for its share of the operation and maintenance expenses of the Seabrook Unit.

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(xvi)

Decmmissioning Expenses

-(1) - Monthly deccmmissioning expenses shall' consist of one-twelfth of the following anounts. listed by year:

YEAR A)OUNT YEAR AKmr 1990 $162,948 2009 $480,881 1991 169,476 2010

'1992. 246,872- 500,116 2011~ 520,121 1993 256,746 2012 1994 267,016 540,926 2013 562,563 1995 277,697 2014 1996 288,805 585,066 2015 608,468 1997 300,357 2016 -632,807 1998 312,371 __ 2017 658,119 1999 324,866 2018 684,444 2000 337,861 2019 2001 711,822 351,375 2020 2002 365,430 740,295 2021 769,906 2003 380,047 2022 2004 800,703 395,249 2023 2005 832,731 411,059 2024 2006' 866,040 427,502 2025 2007 900,682 444,602 2026 2008 462,386 780,591  !

The Seabrook Unit &-->- edssioning expenses are related to the dismantlement, enk-:-- it, removal, clean-up or ?-: -- desioning of the Seabrook unit, as datamined by the FERC. If the FERC establishes a generic ?=- - >insioning p.t- - =-ing atri detamines the

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-- dssioning charges for the Seabrook Unit on a total basis, then Canal Electric will adjust the ?+>--desioning expenses (3.52317% of the total amount for the Seabrook Unit) on an annual basis in conformance with such FERC detemination. Canal Electric will make an infomational filing within ninety (90) days of any proposed or actual revision of Canal Electric's schedule of payments to the Deccanissioning Fund. Decm missioning expenses will be included and recorded in FERC Account Number 403.

(2) Except as provided in subparagraph 3 other changes to the decmmissioning expe(ns)es that Canal Electricof this ')s may wish to make shall be the subject of a filing made in 1 accordance with the provisions of Section 205 of the Federal Power  !

i Act and Section 35.13 of the Camission's regulatiors. '

(3) In the period between approval of the Settlement Agreement in FERC Docket No. ER90-245-000 and the conclusion of the generic pm.i:= ding referred to above, Canal Electric 'may make one filing, 4

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-[ l the sole purpose of which would be to revised the amount of the 1 deconmissioning expenses stated in this Section 4(b)(xvi) and which would not expose other aspects of the Power Contract to review. ,

i (4) Disclosure as required by IRS Reculation 1.468A-3(c) for scP+%1e of ruling ancunts: The ? T- insioning expense was detemined assuming an after tax rate of return to _ba maenad amounts collected for ?-0--dssioning expense offsix The assunption and estimates used in the determinatioh'. percent

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4=sioning expense are as filed by Canal with the Federal Energy Regulatory Ccanission on December 24, 1991 in the FERC Docket concerning this Fourth Amendment. l 1

(xvii) Pre h atino Costs Pre-Operating Costs are costs _ applicable to the Seabrook Unit that Canal incurred prior to the operating of Seabrook, which have been deferred in FERC Account Number 186. Pre-Operating Costs shall be anortized on a monthly basis to FERC Account Number 406 over the first ten years after the camercial operation date. i l

(xviii) Unanortized Pre-Operatino Costs  !

Unamortized Pre-Operating Costs shall be the anount of Pre-Operating Costs applicable to the Seabrook Unit that remains unamortized in Account Number 186 as of the end of the prior nonth, as established in Section 4(b)(xvii).

(c) The Energy Ccuponent shall include all costs charged to or incurred by Canal Electric, directly or indirectly, for nuclear fuels used in the production of steam for the generation of electricity at the Seabrook Unit.

Without limiting the generality of the foregoing, the Energy

,Cenponent shall include all ancunts applicable to the Seabrook Unit as recorded and included on Canal Electric's books of account in FERC Unifom System Account Number 518.'

5. Accountinc and Payment.

(a) Canal Electric will bill System Purchasers pmyi.ly after the end of the nonth, or at such nonthly date as is practictle, for all amounts payable to System Purchasers applicable to the previous nonth. Such bills will be rendered in such detail as System Purchasers may reasonably request.

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Such bills shall be due and payable not later than fifteen (15) days following the date of issuance and delivery by Canal Electric to the System Purchasers. Any amount 'due and payable but remaining unpaid shall bear interest at the annual rate of tw p& cent (2%) over the current prime rate, or its equivalent, then in effect at 'Ihe First National Bank of Boston, prorated on a daily basis as necessary, frtan the due date of payment by the System Purchasers. Any interest collected by Canal Electric as a result of l late payments by the Syste Purchasers shall be recorded in FERC Account Number 421.

Each monthly billing may include expenses or charges estimated -

on a periodic basis subject to corrective adjusta nts in subsequent billings. Canal Electric shall make necessary adjustments to estimated expenses or charges as soon as practicable after the receipt of information calling for such adjustment.

(b) The Net Unit Investment in the land and facilities which are used to accumudate the Seabrook Unit, together with other units at the same site, shall be apportioned among the Seabrook Unit, on the one hand, and i such other uni +s, if any, on the other hand. Costs which may be ccamon to the Seabrook Unit and such other units at the same site will be allocated on an equitable basis consistant with the Joint ownership Agosi.iuit. ~

6. Operation and Maintenance. Canal Electric will use all reasonable efforts, consistent with the Joint Ownership Ap===:ut, to cause the Unit Manager to operate and maintain the Seabrook Unit in an ecw snical and efficient manner and in accordance with good utility practice. It is anticipated that the program for inspection, overhauls, nuclear refueling, C

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l-maintenance and necessary capital replacements for the Seabrook Unit will be

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scheduled in accordance with the prwisions of the NEPOOL Nwai=ut or similar agreement- (if any such agreement. is in effect) . Canal will nonitor i I

the p%iamdng and scheduling of outages for inspection, overhauls, nuclear i

refueling, maintenance and necessary capital replacm ents. Canal Electric  !

will report periodically to the System Purchasers as to the performance and condition of the Seabrook Unit.

7. Delivery and Dispatch.

(a) The electricity generated for the account of Canal Electric by the Seabrook Unit shall be delivered to System Purchasers and metered by the Unit Manager subject to adjustment in anount for power transformation and transmission losses, in the fem of 3-phase, 60 hertz, alternating current at the appropriate delivery point and delive:y voltage, as provided in the L

Joint Ownership Agreement. Canal Electric has arranged for the necessary transmiraion of the power fr an the point of delivery by virtue of and by neans of the participation by Canal Electric and System Purchasers in the NEPOOL N xvisiant and the designation thereunder of the Seabrook Unit as being a " Pool-Planned Unit". In the absence of the NEPOOL Agrement or in the event of modifications thereto which substantially impair or limit transmission rights of the parties hereto under the NEPOOL Awaiant, Canal Electric shall make suitable arrangements for the transmission of power on behalf and for the account of the System Purchasers.  !

(b) The Seabrook Unit shall be dispatched under the tems of the NEPOOL Nwaient as in effect frtrn time to time or such other similar agrement to which Canal Electric is party, which contain dispatching l provisions.

In the event Canal Electric is not a party to any such I

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i agreement or agreements, then arrangements for dispatching System

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Purchasers' entitlement to capacity and energy frm the C:aahmk. Unit shall be made by Canal Electric, after consultation with the Systen Purchasers.

8. Term. 'Ihe term of this Agreement shall ccanence as of the date first above written and shall continue throughout the tenn of the Joint .

Ownership Agreenent or any extension thereof, of the operation life of r.he Seabrook Unit, whichever is later. 'Ihe obligations of the Systen Purchasers shall continue so as to fulfill all outstanding obligation in rwi. to the Seabrook Unit ~ including, without limitation, the obligations in rssi.-ci. to f+y- i=sioning and dismantienent.

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9. Force Maieure, Unplanned Outages and Liability. Canal Electric shall be excused from its responsibility to generate and deliver electricity hereunder to the extent that the the_ Unit Manager, or other similarly responsible person, shall be prevented frcan so performing by reason of acts i of God, civil disorders, gom.m.utal restraints, flood, fire, ruptures, fuel shortages, strikes or other labor troubles, breakdown or failure of equipnent, shutdown for repairs (whether scheduled or unscheduled),

operation schedules mandated by governing dispatching authorities, or any other cause to the extent that such cause is beyond the reasonable control of Canal Electric acting in its contenplated role, or of the Unit Manager or successor thereto. In any such event, Canal Electric will diligently prmote the prmpt resunption of normal delivery of electricity hereunder to  !

the extent reasonably practicable and in accordance with the Seabrook A;p.==r=,nts, acting always in the interest of and for the benefit of the  !

Systen Purchasers.

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4 Notwithstanding any excuse of performance by Canal Electric hereunder in the delivery of electricity, or by the Unit Manager of i

successor thereto, by reason of the provisions in the foregoing paragraph, the Syste Purchasers shcd1 not be excused fItzn their obligation to make payments for any charged provided for in Section 4 hereof, such charges shall be unaffected by the performance of the Seabrook Unit except to the extent the Energy Ccrrponent may be affected .y such events. In the event of unplanned outages, Canal Electric shall have the responsibility to obtain replacment power, as requized by the Systm Purchasers, for their account and at their expense up to the amount of their respective entitlemants in the Seabrook Unit described in Section 3(b) of this Power Contract, to the extent that either System Purchaser does not obtain replacement power nest econcmically through increased use of its own generating units.

Canal Electric shall not be responsible to the System Purchascrs for damages of any description, whether in tort, contract or otherwise, which may result frcm or by reason of any interruption or failure of service of deficiency in the quality or quantity of service provided hereunder, unless the same is the result of a willful default on the part of Canal Electric; however, in no event shall Canal Electric be liable for the consequential damages of any such interruption or failure of service under this contract.

10. Right To Setoff. Neither Systs Purchaser shall be entitled to set off against the payaents required to be made by it under this Paer Contract any amounts which may frcm time to time be owed to it by Canal Electric.

However, the foregoing shall not affect in any other way the rights and remedies which System Purchasers may have with respect to any such amounts.

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11. Cancellation of Contract.

(a) If power cannot be delivered to System Purchasers because l j

either (1) the Seabrook Unit incurs piegty damage to the eut of beirq completely or substantially ccupletely destroyed by fire, explosion and/or collapse, or (ii) the Seabrook Unit is ccmpietely or substantially ccupletely taken by exercise of the right of aninent or a similar right or power, then an in each such case, any party may cancel this Power Contract; provided, however, that the obligations of Systen Purchasers with respect to payments for Deccmnissioning Expenses as set forth in Section 4(b)(xvi), if l

any, and with respect to costs attributable to the period prior to such  !

tennination, such as rekvsp-tive insurance pruniums, shall continue. In i

the event of such cancellation, Canal Electric may proceed under Section 13(b) to seek recevery of any unamcrtized investnent in the Seabrook Unit.

I (b) In all other circur ? nces, including (without limitation) events described in Section 8, no rancellation of the Power Contract or discontinuance of payments shall be pennitted.

12. Interpretation. The interpretation and perfonnance of this Power Contract shall be in accordance with and controlled by the laws of the Camonwealth of Massachusetts.

13. Requlation. -

(a) This Power Contract, and all rights, obligations, and performance of the parties hereunder, are subject to all present and future applicable Federal, state and local law and to all present and future duly issued and prcmulgated orders, regulations, requirenents and other duly authorized action of any governmental authority having jurisdiction in the prenises.

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(b) Nothing herein shall be construed in taty way as affecting Canal Electric's right to make application untlaterally to FEIC, or such other regulatory agency as may assert jurisdiction in these premises, for a change in rates, charges, classifications or any other rule or regulation is the Power Contract.

14. Ccumunications and 7Mmsses. Except as the parties may otherwise agree, any notice, request, bill or other carmunication frem one party to the other, relating to this Power Contract or the rights, obligations or performance of the parties hereunder, shall be in writing and shall be effective upon delivery to the other parties. Any such ccrmunication shall be considered as duly delivered when mailed first-class, postage pre-paid to the respective post office address of the other party or parties shown below

( folicwing the signature of such other party or parties hereto, or such other post office address as may be designated by written notice given as pmided in this Section 14. i

15. ATerdients and Assignment.

(a) This Power Contract shall not be amended, except to the extent set forth in paragraph (b) below, in any material respect unless parties i hereto shall agree thereto. No assignment of this Power Contract, other than to a corporate successor to all or substantially all of the electric business and property of a party to this Power Contract shall operate to relieve the prty of its obligations under this Power Contract without the written consent of the other parties.

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(b) If at any time and frcm time to time Canal Electric desires to 1 1

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amend the provisions of this Pcu r Contract, Canal Electric shall so notify System Purchasers in writing atyd Cana0. Electric and System Purchasers shall

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use reasonable efforts to negotiate a nutually agreeable si=d-ut.

Nothing contained herein shall be construed as affecting in any way the right of the party furnishing service under this rate schedule to unilaterally make application to the Federal Energy Regulatory Camission for a change in rates under section 205 of the Federal Power Act and pursuant to the ce=niasion's Rules and Regulations prortulgated thereunder.

16. Prior Awi s ents Supers M . 'Ihis Power Contract supersedes any and all prior a9wesents by and anong the parties relative to the sale and purchase of electricity produced by the Seabrook Unit excepting that the capacity Acquisition A#want and the Capacity Acquisition Comitment, described in Section 1(c) hereof, are not to be superseded t Eeby and shall continue to apply as contarnplated therein. In that regard, it is l specifically acknowledged that a prior form of Power Contract, dated Nove ber 1, 1983, and referencing the Seabrook Project, is hereby superseded.

This Agresi=nt has been made within the Commnwealth of Massachusetts and, subject to Section 15(a) above, shall bind and inure to the benefit of the parties and their respective successors and assigns.

IN WITNE:SS WHERECF, Canal Electric and System Purchasers have caused this Power Contract to be executed by their officers duly authorized thereunto and have duly caused their corporate seals to be affixed hereto.

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'[ Canal Electric Ccrnpany One Main Stxeet Cambridge, Massachusetts 02142 Attest:

By /s/ William G. Poist Its: Crauman and Chief Executive Officer

/s/ Steven A. Brav

. Seal Camonwealth Electric Cmpany 2421 Cranberry Highway Wareham, Massachusetts 02571 Attest:

By /s/ Harold N. Scherer, Jr.

Its: President and Chief Operating Officer

/s/ Steven A. Brav Seal I

Cartridge Electric Light Capany 46 Blackstone Street Cambridge, Massachusetts 02139 Attest:

By /s/ Harold N. Scherer, Jr.

Its: President and Chief Operating Officer

/s/ Steven A. Brav Seal F

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