ML20148B339

Suppl to Amend 1 to 730330 License Application & Request for Partial Transfer of CPPR-135 & CPPR-136.Eight Utils Propose to Transfer Ownership Share in Facility.Certificate of Svc Encl

ML20148B339
Person / Time
Site:	Seabrook
Issue date:	10/16/1978
From:	Merrill D PUBLIC SERVICE CO. OF NEW HAMPSHIRE
To:	Office of Nuclear Reactor Regulation
Shared Package
ML20148B332	List: ML20148B327 ML20148B339
References
NUDOCS 7810310189
Download: ML20148B339 (31)

Text

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, sqf sg PUBLIC S'EAVICE_ #

Company of New Hampshire 1000 eim sneet. u nchaster. N. H. 03105 -

l October 16, 1978 I

United States Nuclear Regulatory Commission Directorate of Licensing l

Office of Regulation-Washington, D. C. 20045 Attention: Director, Directorate of Licensing Re: Supplement No. 1 to Amendment 39 to License Application Dated March 30, 1973 (Docket Nos.

50-443 & 50-444) and Request for Partial Trans-fer of Construction Permits Nos. CPPR-135 and CPPR-136 1

Gentlemen:

Pursuant to the Atomic Energy Act of 1954, as amended,

, and the Commission's Rules and Regulations thereunder, Public Service Company of New Hampshire, on behalf of itself and the other licensees named in the above Construction Permits, hereby

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supplements Amendment 39 to the above License Application as filed on June 5, 1978. To supplement the information sup-plied in Amendment 39, the Applicants hereby supply the fol-lowing information:

A. Requested Transfers In addition to the transfers described in Section A of Amendment 39, approval of the following transfers is also re-quested:

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1. 'The transfer by The. Connecticut Light and Power Company (CL&P) of a portion of its ownership Share to Fitchburg Gas and Electric Light Company (Fitchburg).

2. The transfer by Vermont Electric Power Company, Inc. (Velco) of its Ownership Share to Vermont Electric Cooperative, Inc. (VE Coop).

B. Supporting Material In support of this supplemental request for partial transfer and in partial response to the " Request for Additional Financial Information" dated October 4,1978 received from the Commission's Staff (the " Request"), the Applicants herewith supply the follow-ing information:

1. Twenty-five copies of revised pages 1 to 7 for Part I of the " General and Financial Infor-mation" section of the License Application, des-cribing the present status of ownership and the proposed transfers (Attachment A). These pages supersede the enclosure in Amendment 39 under Tab 1 and should be substituted therefor.

2. With respect to the transfer from 17elco to VE Coop, twenty-five copies of the Agreement to Transfer Ownership Shares dated September 26, 1978 between those companies and twenty-five copies of revised pages describing VE Coop's estimated cost of participation reflecting its increased share, both of which should be in-serted in Attachment 4 to Amendment 39 1

3 With respect to the transfer from CL&P to Fitchburg, information supporting Fitchburg's acquisition was filed as part of Amendment 39 (see Tab. 16) and further information will be filed in response to the Request.

4. -With respect to Question 1 and Questions 2b 3e and 4a of.the Request, the Applicants note that a copy of the " Agreement for Joint Owner-ship, Construction and Operation of New Hamp-shire Units", dated as of May 1, 1973, is con-tained in Amendment 14 to the above Application.

Under that Agreement each " Participant" is ob-ligated to pay its Ownership Share of capital costs (1 11) and operation and maintenance ex-penses ( 13) and is entitled to receive its same ownership Share of capacity and hourly generation of the Units (1 15). In connection with these proposed transfers, the transferees will be reimburning their respective transferors for the moneys already expended as of the date of the transfers.

C. General This supplement to Amendment 39 (three signed originals, under oath, and twenty-two copies) is being submitted by Public Service Company of New Hampshire on behalf of all the current participants in the proj ect. Copies of the Appointment of Agent forms authorizing Public Service Company of New Hampshire to act on behalf of the participants have previously been filed.

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t The Applicants submit that the proposed transferees are

. qualified to be holders of the Construction Permits and that the transfers would be consistent with applicable provisions

. of law, regulations and orders of the Commission.

Respectfully submitted, PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE 4

By D. N. Merrill ,

Executive Vice President i Y

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~ STATE OF NEW HAMPSHIRE COUNTY OF HILLSBOROUGH Personally appeared before me this day of October, 1978, D. N. Merrill, who, being duly sworn, did state.that he is Executive Vice President of Public Service Company of.New Hampshire, an applicant herein, that he'is duly authorized to execute and file the foregoing supplement in the name and on behalf of Public Service Company of New Hampshire, and that the statements in said supplement are true to the best of his

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knowledge and belief.

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CERTIFICATE OF SERVICE I, John A. Ritsher, one of the attorneys for the applicants herein, hereby certify that on October 27, 1978, I made service of the within Supplement to Amendment 39 by mailing copies there-of, postage prepaid, first class, to:

Alan S. Rosenthal, Chairman Dr. Ernest O. Salo Atomic Safety and Licensing Professor of Fisheries Appeal Board Research Institute U.S. Nuclear Regulatory Commission College of Fisheries Washington, D. C. 20555 University of Washington Seattle, Washington 98195 Dr. John H. Buck Atomic Safety and Licensing Dr. Kenneth A. McCollum Appeal Board 1107 West Knapp Street U.S. Nuclear Regulatory Commission Stillwater, Oklahoma 74074 Washington, D. C. 20555 Lawrence Brenner, Esquire Michael C. Farrar, Esquire Office of the Executive Legal Atomic Safety and Licensing Director Appeal Board U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Washington, D. C. 20555 Washington, D. C. 20555 Karin P. Sheldon, Esquire Ivan W. Smith, Esquire Sheldon, Harmon, Roisman & Weiss Atomic Safety and Licensing 1025 15th Street, N.W.

Board Pan'el Washington, D. C. 20005 U.S. Nuclear Regulatory Commission Washington, D. C. 20555 Robert A. Backus, Esquire O'Neill Backus Spielman Joseph F. Tubridy, Esquire 116 Lowell' Street 4100 Cathedral Avenue, N.W. Manchester, New Hampshire 03101 Washington, D. C. 20016 Laurie Burt, Esquire Dr. Marvin M. Mann Office of the Assistant Attorney Atomic Safety and Licensing General Board Panel Environmental Protection Division U.S. Nuclear Regulatory Commission Commonwealth of Massachusetts Washington, D. C. 20555 One Ashburton Place Boston, Massachusetts 02111 4

John A. Ritsher

l 5/1/78 1 I. GENERAL INFORMATION AS TO APPLICANTS i A. Background Seabrook Station Units No. 1 and No. 2 are being constructed as part of the regional construction program for generation faci-lities for utilities participating in the New England Power Pool and other New England utilities. The Units are being constructed pursuant to an Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units, dated May 1, 1973 (the

" Joint Ownership Agreement") and will be owned in the same pro-portions by the group of participating New England utilities, each participant owning the same percentage of both Units.

The original License Application for the Construction Per-mits (filed March 30, 1973) indicated that nine participants were then firmly committed to become owners, co11ect1vely of 100% of both Units, and that thirteen other utilities were then potential additional participants which might subsequently ac-quire ownership shares by transfer of fractional interests from eight of the committed participants. As noted in the License Application, ther.e were unresolved issues, involving legislative changes and municipal authorization, which affected these addi-tional participants.

As of March 30, 1973, the nine committed participants and their ownership shares were as follows: )

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Participant Ownership Share Public Service Company of New Hampshire 50.0000%

The United Illuminating Company 20,0000 Central Maine Power Company 2,5505 The Connecticut Light'and Power ' '

Company 11,9776 Fitchburg Oas and Electric Light Company .1716 Montaup Electric Company 1,9064 New Bedford Gas and Edison Light Company 1.3539 New England Power Company 8.9430 Vermont Electric Power Company, Inc. 3.0970 100,0000%

The thirteen potential additional participants were:

Applicant Ownership Share Ashburnham Municipal Light Plant .01195%

Burlington Electric Light Department .22175 Eastern Maine Electric Cooperative, Inc. .00256 l Holyoke Oas and Electric Department .09946 Hudson Light and Power Department .05780 Hull Municipal Lighting Plant .01345 Marblehead Municipal Light Depart-ment .05565 Middleborough Gas & Electric Department .05598

'Middleton Municipal Light Department .02563 New Hampshire Electric Cooperative, Inc. 2.41542 North Attleborough Electric Depart- l ment .03648 l South Norwalk Electric Works .00855 Templeton Municipal Light Plant -

.03023 3 03491%

During the course of the construction permit proceedings, some adjustment of participations occurred: Amendment 28 to

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the' License Application, dated January 17, 1975, documented the transfer by Vermont Electric Power Company, Inc. of portions of

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its ownership interest to two other Vermont utilities, Central Vermont Public. Service Corporation and Green Mountain Power .

Corporation; testimony presented during the course of the hearing

. (Appl. Direct No. 1, post Tr. 1177) noted the pending transfer by Green Mountain Power Corporation of its interest to New England Power Company and Amendment No. 36 to the License Appli-cation, dated October, 1975, contained a copy of the Agreement to Transfer Ownership ~1n Seabrook Units between those two com-panies. The latter transfer was actually consummated on Decem-ber 17, 1975, after the hearing record in this proceeding was closed but prior to issuance of the Initial Decision. Therefore, as of July 7, 1976, the date the Construction Permits were issued, the ownership. shares were as follows:

Participant. Ownership Share Public Service Company of New Hampshire 50.0000%

The United Illuminating Company 20.0000 Central Maine Power Company 2.5505 Central Vermont Public Service Corporation 1.7971 The Connecticut Light and Power Company 11 9776 Fitchburg Gas & Electric Light Company 0.1716 Montaup Electric Company 1 9064 New Bedford Gas & Edison Light Company 1 3539 New England Power Company 10.1103 Vermont Electric Power Company, Inc. 0.1326 100.0000%

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The firmly committed participants are parties to the Joint Ownership Agreement (Appl. Ex. 1, Amend. 14, Question 3) which sets out their respective rights and obligations, including.the obligation under Paragraph 3 thereof to make portions of their ownership interests available to the additional participants.

Financial information as to both the firmly committed and the additional participants was submitted as part of the License Application. But determinations by the Commission Staff (SER, pp. 20 et seq.) and the Atomic Safety and Licensing Board (I.D.,

l pp. 23-26, 199) as to the financial qualifications of applicants were only made with respect to the utilities firmly committed to the project.

B. Proposed Transfers _ j The uncertainties relatinA ta participations by certain of i the other utilities have now been resolved. Pursuant to the Joint Ownership Agreement, eight of the licensees desire to transfer portions of their ownership shares in the Units to Town of Hudson, Massachusetts Light and Power Department ("Hud-son"), and to Massachusetts Municipal Wholesale Electric Company l I

'("MMWEC"), a new entity created to act as the bulk power supplier for its participants which are Massachusetts municipal utilities (of which nine were named potential participants); Central Vermont Public Service Corporation proposes to transfer a por- 1 tion of its interest to Vermont Electric Cooperative, Inc. ("VE Coop"); and Vermont Electric Power Company, Inc. proposes to transfer the balance of its interest to VE Coop. Those eight committed utilities will each sell and transfer to these new participants a fractional share as follows:

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i 10/6/78 Transfereet:

MfGTEC Hudson. VE Coop _

Trantferor Central Maine Power Company .00498% .00374% -

Central Vermont Public Service .00263 .20000%

Corporation .00351  ;

The Connecticut Light and Power '

Company .02339 .01752 -

Fitchburg Gas & Electric Light Company .00035- .00025 -

Montaup Electric Company .00372 -.00279 -

New Bedford Gas and Edison .00198 Light Company .00265 -

New England. Power Company .12394 .02870 -

Vermont Electric Power Company,

.00026 .00019 .17219 Inc.

.16280% .05780% 33215%

The transferors will thus reduco .their ownership interests and their financial obligations to the project and the three new participants will assume full responsibility for their respective .

ownership interests under.the Joint Ownership Agreement.

In addition to the foregoing adjustments of participations, which were anticipated in the original License Application, there 1 l

are some other transfers which are proposed, namely: l In December, 1975, prior to the issuance of the Construc-tion Permits, The Connecticut Light and Power Company ("CL&P")

announced its desire to sell its 11.9776% owrarship share of the Seahrook Units and offered to sell that share to any inter- 1 ested New England utilities. As a result of the subsequent negotiationa resulting from that offer (including the decision by.Fitchburg Gas & Electric Light Company to exercise its right .

of first refusa2 referred to in Amendment 39), CL&P has con-tracted to sell the entire balance of its ownership share, af- i ter deducting the 0.0110915 vererred to above, as follows:

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Transferee Ownership Share-Massachusetts Municipal Wholesale Electric Company 5.42969%

Montaup Electric Company 1.03542 New Bedford Gas and Edison Light' Company 3.02443 Maine Public- Ser'vice Company 1.46056 ,:

Bangor Hydro-Electric Company 0.37249 Taunton Municipal Lighting Plant Commission 0.10034 Vermont Electric Cooperative, Inc. 0.08044 i Fitchburg. Gas and Electric Light ,

Company 0.43332 11.93669%

All of the foregoing transfers are subject to approval by state regulatory agencies in Connecticut, Massachusetts or New Hampshire and the transfers are conditioned upon obtain-ing such approvals as well as Commission approval of the finan-cial qualifications of the transferees.

Current financial information with respect to each of the above transferees is found in the succeeding sections of this material.

After consummation of the foregoing transfers, the owner- J ship share of each participent in Seabrook will be as follows:

Participant Ownership Share Public Service Company of Hew Hampshire .50,00000%

The United Illuminating Company 20.00000 Central Maine Power Company 2,54178 Fitchburg Gas and Electric Light Company 0.60432 Montaup Electric Company 2.93531 New England.Fower Company 9 95766

. Central Vermont Public Service 1,59096 Corporation ,

New Bedford Gas &. Edison Light Company 4.37370 L

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10/6/78 Town of' Hudson,. Massachusetts Light and Power Department 0.05780 Vermont Electric Cooperative, Inc. 0.41259 Massachusetts Municipal Wholesale Electric Company 5.59249 Maine Public Service Company 1.46056 Bangor Hydro-Electric Company 0.37249 Taunton Municipal. Lighting Plant Commission 0.10034

100.00000% ,

These transfers will-result in no change or a not decrease in the ownership shares of all participants except the six new participants-and Montaup and New Bedford which are increasing their shares.

The foregoing discussion of proposed transfers by CL&P does not reflect the possible exercise by Fitchburg Gas and Electric Light Company of its right of first refusal as to a pro rata share of the transferred interests. If and when that ,

right is exercised, a further amendment will be filed.

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1 AGREEMENT TO TRANSFER OWNERSHIP SHARES P

This Agreement made as of this JCM day of September, 1978, by and between Vermont Electric Power Company, Inc. (the " Seller")

and Vermont Electric Cooperative, Inc. (the " Purchaser"):

WITNESSETH THAT WHEREAS, the Seller owns an undivided joint ownership interest in the nuclear generating units (the " Units") known as Seabrook Units Nos. 1 and 2 to be constructed in Seabrook, New Hampshire, and the subject of the Agreement for Joint Ownership, Construction and Operation of New Hampshire Nuclear Units dated as of May 1, 1973, as amended (the "Seabrook Agreement"); and WHEREAS, by the Seller's Offer dated July 11, 1978, (hereinafter  ;

i referred to as the " Offer"),'the Seller has offered to sell or I transfer its Ownership Share, as defined in the offer, in the l Units; and WHEREAS, the Seller and the Purchaser have reached agreement I for the transfer of Ownership Shares in the Units; NOW, THEREFORE, in consideration of the mutual undertakings set forth herein, the parties agree as follows:

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1. Definitions With respect to the Units, the term " Ownership Shares" shall include all the remaining interests of the Seller in Seabrook Units Nos. 1 and 2, if any. Unless otherwise defined in this Agreement, all other terms used herein shall have the definitions thereof set forth in the Seabrook Agreement.

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2.- Transfer by the Seller'to the Purchaser Promptly upon receipt of all necessary approvals and mortgage indenture releases, the Seller will transfer and convey to the Purchaser, the portion of the ownership Shares in the Units specified below:

Ownership Share To Be Sold Expressed As A Percentage Of The Total Ownership Interest Of All Participants And/Or Owners In The Units Unit VELCO i Seabrook Units Nos. 1 and 2 0.13215  % ,

Subject to the limitations referred to in this Section 2, the transfer shall take place on the thirtieth- (30th) day after the issuance of the last of the approvals referred to above (or if such date is not a business day the first business day thereafter) or on such earlier or later date as the Seller and the Purchaser  !

may agree (the " Closing Date"); the transfer shall take place at an hour and at a place mutually agreed upon by the Seller and the Purchaser.

In connection with said transfer and conveyance, each party f

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to this Agreement agrees to cooperate and to use its best efforts l i

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(i) to obtain, any necessary mortgage indenture releases, and (ii) to take any.other action necessary to implement this Agreement.

Sucli' transfer and conveyance shall be made in accordance <

l with ths. terms of this Agreement und is expressly subject to all of the' applicable provisions of the Seabrook Agreement. , l

3. Conditions'to Purchaser's Obligations ,

Unless otherwi'se waived by .the Purchaser, the obligations of the Purchaser to purchase the Ownership Shares pursuant to thic  ;

Agreement are subject to the fulfillment, prior to or at the time-of the transfer, of'the following conditions:  ;

I (a). The Purchaser shall have obtained the apprvvals, if any, referred to in Section 2 hereof, such approvals shall be in o l

full force and effect on the Closing Date'and such approvals .

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shall not contain any provision which', in the opinion of the Purchaser, is unduly burdensome to it; provided, however, no j provision in any such approval shall be deemed unduly burdensome to .the Purchaser unless, within seven (7) . days of the date of.

issuance of the approval, the Purchaser shall have given the J Seller written notice that, in its opinion, such provision is 1 i

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unduly burdensome. 1 i

-(b) On the Closing Date the Seller shall have delivered to

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l the Purchaser: '

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(i) Certified' copies of resolutions duly adopted by its Board of Directors' approving the execution and delivery of this. Agreement, authorizing the performance by the Seller of this Agreement,'and authorizingfall other corporate action necessary to enable the Seller to comply with the n terms of this Agreement. i li (ii) To.the extent that the transfer of ownership Shares includes the transfer by the Seller of a fee simple 5

interest in a portion of the. site.of the Units, a good and sufficient quitclaim deed warranting only against defects in the' title based'on any actions by-the Seller during its period of ownership and conveying said interest free of any r mortgage ~or other lien created by, or arising during the M period of ownership by the Seller.

1 (iii) An opinion, dated the Closing Date, of Messrs. Carroll, George, Hill & Anderson, counsel for the Seller, in form and i

substance satisfactory to the Purchaser and its counsel, to l the effect that:

(A) The Seller is a corporation duly organized and validly existing in good standing under the laws of

'the State of Vermont and it has the corporate power to sell, transfer and deliver the Ownership Shares and to l carry out its obligations.under this Agreement and'has taken all necessary. corporate actions to comply.with the-terms of:this Agreement.

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i (B) This Agreement has been duly authorized,

. executed and delivered by the Seller and is the legal,

- valid and binding obligation of the Seller enforceable-in accordance with.ite terms, subject to the provisions ,

of any applicable bankruptcy, insolvency or other laws l

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generallv affecting creditors' rights; >

(C) The execution and delivery by the Seller of this Agreement, and the performance by the Seller of

. its other obligations under.this Agreement, do-not violate or conflict with,.or result in any default under,- any provision of-the Articles of Aseociation or By-laws of the Seller or of any agreement known to such counsel to.which the Seller is.a party or to which it

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4 or any of its properties is subject;

• H (D) All appropriate federal and c, tate regulatory l 1

agencies have issued and there are in effect all required j appropriateordersastotheSellerwithrespecttothh sale of_the Ownership Shares; such orders are sufficient therefor; the salr'of the ownership Shares is in conformity _with the terms of such orders; and no other approval or consent of any governmental authority is legally required-for the sale by the Seller of the Ownership Shares and the carrying out by the Seller of the provisions of this. Agreement.

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(E)- The Ownership Shares have been transferred t

and conveyed to the Purchaser free and clear of the .

lien-of-the Seller's mortgage indentures and free of J

any recorded;1ien, option, right of first refusal, defect in title, or other charge, resulting from any action of the Seller. .

1 (iv) The applicable express release (s) with respect to ,

the Purchaser referred to in paragraph 32.5 of the Seabrook Agreement.

(v)' An affidavit of an officer of seller, in form and substance satisfactory to the Purchaser and its counsel to the effect that:

(A) Seller is the owner of Ownership Shares in the Units.

(B) Seller has conveyed to Purchaser a portion of ,

said Joint. Ownership Shares,.and any rights associated therewith, pursuant to the terms hereof.

(C) The Seabrook Agreement provides that Owners of said Unit shall be afforded a reasonable opportunity to_ purchase on equal or better terms than those offered, to.a' prospective purchaser such undivided interests as have been-conveyed by Seller to Purchaser.

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(D) That each? of the Owners of the Units have

• waived their; rights to purchase the interests conveyed .

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by Seller to Purchaser.

.(vi) An affidavit of an officer of Seller, in form and . 1

. substance satisfactory to1the Purchaser and its counsel to' s

the effect that:

(A) The expenditures of seller in the Units as q shown on an Exhibit attached to such affidavit are true .-.

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' I and accurate to the best of such officer's knowledge; and (B) The allowance for funds used during construction j (AFUDC) shown on said Exhibit fairly represents the net costs, during the period of Seller's ownership of the l Units, of funds used to finance construction by Seller, and that the rate used is that used by Seller for all similar construction expenditures and is that recorded in their books of account pursuant to the Uniform System of Accounts.

(c) With respect to the Units, the Lead Participants shall not' have taken, .any corporate action to (i)-cancel the Units, or (ii). postpone for' more than two -(2) years the commercial' operation

-date oflthe Units. Seabrook' Units Nos. 1 and 2 are presently scheduled'for commercial. operation in June, 1982, and June, 1984, and an' officer's certificate, dated no more than fourteen-

(14)'daysJprior to.the closing date, shall be delivered by each tof the Lead Participants in the' Units to Purchaser at the. closing to that effect..

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_ (d) c.AllL of the ~ representations by the Seller contained in i

thisl Agreement shall be. true and correct at and as of the Closing Date, except for changes contemplated and permitted by this Agreement,: with the same force and effect as though made at and , l as.of the Closing.Date, and the Seller shall have delivered to

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the Purchaser an office'r's certificate of the Seller to that

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4. Conditions to Seller's Obligations Unless otherwise waived by the Seller, the obligations of the Seller to sell the Ownership Shares are subject to the fulfillment, prior to or at the time of the transfer, of the following conditions:

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(a) The Seller'shall have obtained all required approvals, such approvals shall be in full force and effect on' the Closing Date and such approvals shall not contain any provision which, in the opinion of the Seller, is unduly burdensome to it; provided, however, no provision in any such approval shall be deemed unduly ,

. burdensome to the Seller unless, within seven (7) days'of the date of issuance of the approval,.the Seller shall have given the  !

Purchaser written notice that, in its opinion, such provision is

-unduly burdensome..

(b) On the Closing Date the Purchaser shall have delivered  ;

to'the Seller:

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(i) Certified copies of. resolutions duly adopted by the Board of Trustees of the Purchaser approving the execution and delivery of-this A'reement, authorizing the performance by the Purchaser of this Agreement, and authorizing all other corporate action-necessary to enable the Purchaser to ,

comply with the terms of the Agreement. .

(ii) An opinion, dated the Closing Date, of Downs, Rachlin & Martin, counsel for the Purchaser, in form and

- substance satisfactory to the Seller and its counsel, to the effect that:

, (A) The Purchaser is an electric cooperative duly organized under 30 V.S.A., Chapter 81, and validly .

existing in good standing under the laws of Vermont and has adequate corporate power to purchase and own the Ownership Shares and to carry out its obligations under this Agreemtat and has taken all necessary corporate actions to comply with the terms of this Agreement.

(B) This Agreement has been duly authorized,

' executed and delivered by the Purchaser and is the legal, valid and binding obligation of the Purchaser in ,

accordance with its terms,-subject to the I;.ovisiona of any applicable bankruptcy, insolvency or other laws  ;

generally'affecting. creditors' rights; 1

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'(C) The execution _and delivery by the Purchaser-of this Agreement, and the performance by the Purchaser of its other obligations under this Agreement, do'not .

r violate or conflict with, or result in any default under, any provision of the Articles of Association or. [

By-laws of the Purchaser, known to such counsel. ,

,j(D) All' appropriate federal and state regulatory .

agencies, if any, have issued and there are in effect all required appropriate orders, if any, as to the Purchaser with respect to the purchase of the ownership Shares; such orders are sufficient therefor;, the purchase t

of the ownership Shares is in conformity with the terms of such orders; and no other approval or consent of any governmental authority is legally required for purchase by the Purchaser.of the Ownership Shares and the carrying I 1

out by the Purchaser of the provisions of this Agreemeit.

' '(c) All of the representations by the Purchaser contained  ;

l in this' Agreement shall be true and correct at and as of the l l

Closing Date, except for changes conbemplated and permitted by l this Agreement, with the same force and effect as though made at and as of the~ Closing Date, and the Purchaser shall have delivered.

to the Seller an officer's certificate of the Purchaser'to that effect.

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'5. Representations'of-Seller

.The. Seller hereby represents and warrants to the Purchaser:

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'(a) The Seller is a corporation duly organized and validly existing in good' standing under the laws of the State of Vermont.

andlhas adequate corporate power to transfer the Ownership Shares and to carry out its obligations under this Agreement.

(b)' insofar as it may. relate directly to'the Ownership-Shares, there is no' material litigation pending and no material.

litigation threatened against the Seller, other than su'its or i claims.for personal injury or property damage.

(c) The SellerLhas not created since the acquisition of the

. Ownership Shares.any lien or charge on the ownership Shares or any part_thereof except.as permitted or contemplated by the Seabrook Agreement. l (d) That as a result of the vote of the Board of Directors of Seller'taken at.the regularly scheduled meeting of Seller's i Board of Directors held on July ll, 1978, the Seller has full '

right, power and authority to execute and deliver this Agreement, and all corporate action of the Seller necessary for the execution and' delivery of.this-Agreement has been duly taken. Seller shall

- furnish Purchaser with a certified copy of said vote taken at the 1 meetingfof Seller's Board of Directors held on July ll, 1978.

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' 6 '. Representations of' Purchaser The Purchaser hereby represents and warrants to the Seller:

(a) The' Purchaser is.an electric cooperative duly organized and validly existing in good standing under the laws of the State of Vermont and has adequate corporate power to purchase and own

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the ownership Shares and to carry out its obligations under this .

Agreement.

(b) The Purchaser has full right, power and authority to execute and deliver this Agreement, and all corporate action of l the Purchaser necessary for the execution and delivery of this Agreement has been duly taken.

7. . Payment By The Purchaser I 1

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-Concurrently with theLtransfer pursuant to Section 2 her. eof, I the Purchaser will pay to the Seller the Purchaser's proportionate j

.i share of the actual expenditures made by the Seller in payment of bills rendered to Seller in accordance with the provisions of the-i Seabrook Agreement, as of tho'date of transfer, exclusive of I any penalties, liquidated damages, legal or other expenses or

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liabilities incurred in connection with and as a result of a

' default-under the Seabrook Agreement. Such costs shall include Seller's allowance for funds used during construction, associated with.its investment in said Unit,.as recorded in its books of account pursuant to'the Uniform System of Accounts.

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-e The. amount paid .by the Purchaser hereunder shall be payable to the Seller or its order in funds immediately available at bank- to be selected by Seller at least fourteen (14) days prior to the Closing Date. --

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.The Seller shall furnish to the Purchaser at least thirty

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(30) days in advance of.,the Closing' Date documentatibn showing ' in ',

reasonable detail the derivation of the Sellerfs costs contemplated by this Section 7 and shall make available to the Purchaser for review at the office of 'the Seller, its books of account and l other records which reasonably relate to the determination of the l l

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Seller's costs.

The Purchaser's " proportionate share" for purposes of this Section 7 shall be the percentage derived from the ratio that the Purchaser's Ownership Shares being purchased from the Seller i

bears to the aggregate of the Seller's Ownership Shares immediately j i

preceding.the sale. l

8. Rights and obligations under the Seabrook. Agreement upon Completion of the Transfer from the Seller to Purchaser i

Upon the completion of.the transfer to the Purchaser in accordance with'the provisions hereof, the Purchaser shall, to the extent of the Ownership Shares acquired, succeed to each of .

the S'eller's rights and obligations under all contracts, leases,  ;

l insurance policies'and other instruments relating to the Units ..

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and.shall, to such extent, be substituted for the Seller on all

.such contracts, leases, insurance policies and other instruments. ,

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9. Right of Purchaser'to Defer Purchase of the Ownership ~ Shares With respect'tosthe Ownership Shares to be transferred and conveyed by Seller to Purchaser as set forth in Section 2, if, for any reason, on the Closing Date with respect to the transfer of the Ownership Shares it becomes evident to the Purchaser that it-will not be'able to purchase the Joint ownership Shares in accordat.ce.with the terms of this Agreement, the Purchaser reserves the right to defer' consummation of the transfer as to

.such ownership Shares for a period of up to one (1) year from the Closing'Date set forth in Section 2 hereof.

10. Limitation of Liability In no event, as a result of breach of this Agreement, shall

's either party be liable to the other for consequential losses or damages (including, without limitng the generality of the foregoing, loss of anticipated profits, loss of revenue, inventory or use charges, cost of purchased or replacement power, cost of capital or claims of customers).

11. Termination Subject to the provisions of Section 9, this Agreement shall terminate on December 31, 1979, if by that date the approvals required by Section 2 hereof have not been obtained; provided,

-however, the effectiveness of this Agreement may be extended lbeyond such termination.date by a written agreement entered into

'by the Seller and the Purchaser.

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12. Construction This Agreement shall be construed and enforced in accordance 1

with the laws of the State of Vermont. .;

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13. Entire Agreement Except to the extent that this Agreement is made subject to the provisions of the Seabrook Agreement, this Agreement shall j constitute the entire understanding between the parties, superseding any and all previous understandings pertaining to the subject

. matter contained herein.

l IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective authorized officers or agents l l

and their respective corporate seals to be affixed hereto. '

l VERMONT ELECTRIC POWER COMPANY

( (- r By ,Q Am} ,g%.cb)n % M)c j Its 'Er]p sideEE_.)

VERMONT ELECTRIC COOPERATIVE, INC. 1 By ,

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f Its Presi[ent l J

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vgmg Vermont Electric ELECTRIC .COOperallVe Inc.

Johnson, Vermont 05656 802/635-2331 l

i October 5, 1978 I

i FINANCIAL QUALIFICATIONS: SEABROOK 1 AND 2 y

The cost to Vermont Electric Cooperative, Inc., for participation in the pboject based on its 0.41259% ownership in each of the Seabrook Units is as follows:

SEABROOK UNITS NO. 1 AND 2 (VERMONT ELECTRIC COOPERATIVE, INC.) EXPENDITURES MILLIONS OF DOLLARS Category Cash Requirements AFUDC at 5% Total Nuclear Plant $6,428,000 $1,574,000 $8,002,000 l

Initial Fuel 550,000 $ 150,000 $ 700,000 TOTAL $6,978,000 $1,724,000 $8,702,000 The Source of Funds Statement (Table 1) lists the estimated yearly expenditures for Vermont Electric Cooperative, Inc.'s portion of the Seabrook 1 and 2 plant construction or acquisition of property, plant and facilities in addition to expenditures for all of Vermont Electric Cooperative, Inc.'s construction of or acquisition of property, plant and facilities.

Table 1 also lists the various sources and estimated amounts of internal and external funds that will be employed to finance the above construction expenditures.

Vermont Electric Cooperative, Inc., has executed a loan agreement with the United States of America, acting through the Rural Electrification Administration which provides for the borrowing by Vermont Electric Cooperative, Inc., from REA of up to $15,816,000 at a guaranteed rate of interest at 5%, the proceeds of which will be used to finance joint ownership interests by VEC in various NEPOOL planned generating facilities.

The following is a table of Vermont Electric Cooperative, Inc.'s internally generated funds for the period 1978 through 1984.

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2-e INTERNALLY GENERATED FUNDS 1978 THROUGH 1984 Year Amount (000) r 1978 $ 979 1979 $1,146 1980 $1,299 1981 $2,439 1982 $2,615

.1983 $2,064 1984- $1,998 Attached as Table 2 is a sumraary of internally generated funds for the past ten year period.

Further information concerning the financial condition of Vermont Electric Cooperative, Inc., and its construction program is furnished in the 1977 Annual Report attached as Exhibit .

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Applicant: Vermont Electric Cooperative, Inc., Nuclear Plant: Seabrook Units No. I and 2 TABLE.I Sources of Funds for System-Wide Construction Expendi tures During Period of Construction of the Subject Nuclear Power Plants (Millions of Dollars) 1978 1979 1980 1981 1982 1983 1984 Security issues and Other Funds Long-Term Debt. 3,583_ 2.499 2,759 3,730 4,343 1,656 1,885.

Total 3,583- 2,499 2,759 3,730 4,343 1,656 1,835

%d. = g 3

Internal' Funds <%

M* -

, .- k 4x t Net income . 373 .431 .446 1.466 1.372 .867 .639 Depreciation & Amort. .439 .466 506 .602 .697 1.014 1.112 AFUDC .167 .249 347 371 546 .183 .247 Total 979 1.146 1.299_ 2.439 2.615 2.064 1.998

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Total Funds 4.056 3.645 4.058 6.169 6.958 3.720 3.883.

Construction Expenditures _*

Nucicar Power Plants 3.245 2,174 2.800 3.848 4.411 1 753 1.780 Other- 1.012 1.089 1.034 1.034 1.045 1.045 1.100 Total 4.257 3.263 3.834 4.882 5.456 2.798 2.880 Subject Nuclear Plant 2.228 1.171 1.125 954 713 .489 .298

• Exclusive of AFUDC

_ 10/5/78 h

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