EXHIBIT 10(c) TO FORM 10-Q,
1ST QUARTER 1998
THIS AGREEMENT made this 31st day of March, 1998, by and between Bangor
Hydro-Electric Company ("Bangor Hydro ) and Bangor Energy Resale, Inc.
("Bangor Energy ) (individually, "Party or collectively, "the Parties ):
WHEREAS, by an agreement between Bangor Hydro and UNITIL Power
Corporation ("UNITIL ) entered into on March 26, 1986 and as amended on
April 29, 1993 and on March 1, 1995, on file with the Federal Energy
Regulatory Commission ("Commission or "FERC ) as FERC Rate Schedule No.
46, attached hereto as Exhibit A, Bangor Hydro agreed to sell and
provide, and UNITIL agreed to purchase and take, certain amounts of
electric energy and capacity;
WHEREAS, Bangor Hydro and Bangor Energy have entered into a
financing arrangement with BankBoston, N.A. ("BankBoston ) in its
individual capacity and as agent for the lenders parties thereto,
whereby BankBoston has agreed to lend certain sums of money to Bangor
Energy in return for, among other things, a perfected first security
interest in all of Bangor Energy's assets, including without limitation
the UNITIL Contract and all related rights;
WHEREAS, in order to provide BankBoston with this security
interest, Bangor Hydro has agreed to transfer and assign, and Bangor
Energy has agreed to accept and assume, all of Bangor Hydro s rights,
obligations and liabilities under the UNITIL Contract; and
WHEREAS, the Parties desire that Bangor Energy continue to provide
the sale of energy and capacity to UNITIL under the same rates, terms
and conditions of service as Bangor Hydro has provided such service to
UNITIL, for a term commencing on the date of the transfer of the UNITIL
Contract from Bangor Hydro to Bangor Energy and terminating on the
termination date set forth in the UNITIL Contract;
In consideration of the mutual agreements and covenants herein
contained, Bangor Hydro and Bangor Energy agree as follows:
I. DEFINITIONS
-----------
(a) Agent - has the meaning ascribed in the second paragraph of the
preamble hereto
(b) Assignee - has the meaning ascribed in hereto in Section V
(c) Bangor Energy Bangor Energy Resale, Inc.
(d) Bangor Hydro Bangor Hydro-Electric Company
(e) BankBoston - BankBoston, N.A.
(f) Closing Date - the first date on which the conditions set forth in
Section 9 of the Term Loan Agreement have been satisfied and the
term loan thereunder is to be made
(g) Collateral Assignment of Contracts Agreement - the agreement
between Bangor Energy and BankBoston dated as of the Closing Date
setting forth the collateral interest of BankBoston and the other
lending institutions in the UNITIL Contract, the Rate Schedule and
this Agreement
(h) NEPEX the New England Power Exchange, or any successor thereto
(i) NEPOOL the New England Power Pool, or any successor thereto
(j) Rate Schedule - the agreement dated as of October 30, 1997 by and
between Bangor Hydro and Bangor Energy, pursuant to which Bangor
Hydro will provide to Bangor Energy utility services necessary for
Bangor Energy to serve the UNITIL Contract subsequent to the
assignment of the UNITIL Contract to Bangor Energy, which is
incorporated herein by reference
(k) Substitute Rate Schedule - the form of agreement, attached hereto
as Exhibit A, to be entered into between Bangor Hydro and Assignee
pursuant to which Bangor Hydro would provide to Assignee utility
services necessary for Assignee to serve the UNITIL Contract
subsequent to the assignment of the UNITIL Contract to Assignee
upon approval or acceptance by the Federal Energy Regulatory
Commission
(l) Term Loan Agreement - the agreement among Bangor Energy and
BankBoston dated as of the Closing Date setting forth the terms of
a loan by BankBoston to Bangor Energy using, among other things,
the UNITIL Contract as collateral for the loan
(m) UNITIL UNITIL Power Corporation
(n) UNITIL Contract the agreement between Bangor Hydro and UNITIL for
the sale by Bangor Hydro to UNITIL of energy and capacity entered
into on March 26, 1986 and as amended on April 29, 1993 and on
March 1, 1995, on file with the Commission as FERC Rate Schedule
No. 46, which is incorporated herein by reference
II. TERM
----
This Agreement shall be effective upon its execution and shall continue
until the performance in full of the UNITIL Contract.
III. MANAGEMENT AND OTHER SUPPORT SERVICES
-------------------------------------
Bangor Energy shall purchase from Bangor Hydro and Bangor Hydro agrees
to provide to Bangor Energy all necessary management and other operating
services including, but not limited to, accounting, legal, engineering,
corporate governance and compliance, cash management, tax compliance and
management of business affairs. Bangor Hydro shall provide such services in
manner that complies with and that ensures Bangor Hydro's and Bangor Energy's
compliance with all applicable federal, state and local laws, ordinances,
regulations and orders and preserves the ability of Bangor Energy to
independently purchase power.
Reference is made hereto to Bangor Energy's Code of Conduct as filed
with the Federal Energy Regulatory Commission on January 16, 1998 in Docket
No. ER98-459-___. In no event shall any employee of Bangor Hydro involved
in the administration of transmission services or in the acquisition,
marketing or management of power supply services provide management or other
support services to Bangor Energy. Employees of Bangor Hydro shall at all
times comply with the terms of the Bangor Energy Code of Conduct and further
shall at all times comply with the terms of Bangor Hydro's own Code of
Conduct filed with the Federal Energy Regulatory Commission in conjunction
with Bangor Hydro's open access transmission rate schedules.
Bangor Hydro shall furnish Bangor Energy with suitable and adequate
office space, equipment and supplies to carry out all necessary services.
Bangor Hydro agrees to include Bangor Energy as a coinsured on its
general liability insurance and such other insurance policies as required
pursuant to Section 6.7 of the Term Loan Agreement.
Notwithstanding anything to the contrary herein, upon the effective date
of any sale, transfer, assignment or other conveyance by or on behalf of
Bangor Hydro of all or a portion of the capital stock of Bangor Energy,
whether pursuant to a foreclosure or otherwise, to any person that is not a
direct or indirect subsidiary of Bangor Hydro (other than the pledge by
Bangor Hydro to Chase (as defined in the Term Loan Agreement) of such capital
stock), this Section III shall terminate and no longer apply.
Notwithstanding anything to the contrary herein, upon the effective date
of any sale, transfer, assignment or other conveyance by or on behalf of
Bangor Energy of this Agreement, whether pursuant to a foreclosure or
otherwise, to any person that is not a direct or indirect subsidiary of
Bangor Hydro (other than the grant by Bangor Energy to the Agent of the
security interest in this Agreement pursuant to the Collateral Assignment of
Contracts), this Section III shall terminate and no longer apply.
IV. CHARGES AND PAYMENT FOR MANAGEMENT AND SUPPORT SERVICES
-------------------------------------------------------
In connection with the provision of management and support services
pursuant to Section III, Bangor Energy shall pay Bangor Hydro for its
employees time at such employees' customary hourly rates of pay, marked up
for benefits and other overheads. In the case of salaried employees, the
customary hourly rate of pay shall be calculated as one fortieth (1/40) of
such employee's weekly rate of pay. Further, Bangor Energy shall pay Bangor
Hydro for use of all of its office space, business equipment and supplies on
a pro rata basis calculated as the number of employee hours worked by Bangor
Hydro employees on behalf for Bangor Energy divided by the total number of
employee hours worked by Bangor Hydro, such fraction multiplied by Bangor
Hydro's total annual expenses for office space, business equipment and
supplies, and all further marked up by 15% to account for general and
miscellaneous expenses. Bangor Hydro employees performing services to Bangor
Energy shall account for their time in such a manner as to permit
determination of the properly billed amounts. Bangor Hydro shall render
bills following the conclusion of calendar year. Bangor Energy shall pay all
amounts due promptly after receipt of Bangor Hydro's bill for services.
Billing disputes shall be resolved in the manner prescribed for resolution of
billing disputes by NEPOOL.
V. ENERGY, CAPACITY, METERING, TRANSMISSION AND ANCILLARY SERVICES
---------------------------------------------------------------
This Agreement is not intended to address or affect the rates, charges
or terms of service from Bangor Hydro to Bangor Energy for energy, capacity,
metering, transmission and ancillary services. These services are governed
exclusively by the Rate Schedule.
Bangor Hydro shall deliver service under the Rate Schedule to Bangor
Energy at the point or points designated for delivery of service to UNITIL
under the UNITIL Contract and Bangor Energy shall deliver service under the
UNITIL Contract to UNITIL at the point or points designated for delivery of
service to UNITIL under the UNITIL Contract. Billing and metering disputes
shall be resolved in the manner prescribed for resolution of such disputes by
NEPOOL.
Notwithstanding anything to the contrary herein or therein, upon the
sale, transfer, assignment or other conveyance by or on behalf of Bangor
Energy of the UNITIL Contract, the Rate Schedule and this Agreement, whether
pursuant to foreclosure or otherwise (other than pursuant to the Security
Documents (as defined in the Term Loan Agreement), the pledge by Bangor
Energy to the Agent of the UNITIL Contract, the Rate Schedule and this
Agreement) and upon the request of the Agent or the Assignee, the Rate
Schedule shall terminate and no longer apply, Bangor Hydro and the person to
whom such contracts were conveyed (the "Assignee") shall enter into the
Substitute Rate Schedule and the charges set forth in the Substitute Rate
Schedule shall apply. The assignment of the UNITIL Contract, the Rate
Schedule and this Agreement, the termination of the Rate Schedule, and the
effectiveness of the Substitute Rate Schedule shall be and are hereby
conditioned upon obtaining necessary regulatory approvals. Bangor Hydro and
Bangor Energy shall cooperate and use commercially reasonable efforts to
obtain the approvals necessary to permit Bangor Hydro and Bangor Energy, as
applicable, to enter into and perform these transactions.
The parties shall maintain a key contact list per the attached Exhibit
B. Bangor Hydro shall notify Bangor Energy and the parties included on the
key contact list immediately of any condition that would reduce the
availability of the services covered by this Agreement.
VI. INDEMNIFICATION
---------------
Bangor Hydro agrees to protect, indemnify and hold harmless Bangor
Energy and Bangor Energy's directors, officers, employees, agents and
representatives ("Bangor Energy Parties") against and from any and all costs,
expenses, liabilities, damages, losses, claims, actions or suits incurred by
Bangor Energy Parties, including reasonable costs and attorneys' fees
incurred in connection therewith, for or account of injury (bodily or
otherwise) to, or death of, persons, or for damage to, or destruction of,
property belonging to Bangor Energy, resulting out of or in connection with
the ownership, maintenance or operation of Bangor Hydro's facilities or any
systems comprising a part thereof or appurtenances thereto, except to the
extent resulting from the gross negligence or willful misconduct of any
Bangor Energy Party.
Bangor Energy agrees to protect, indemnify and hold harmless Bangor
Hydro and Bangor Hydro's directors, officers, employees, agents and
representatives ("Bangor Hydro Parties") against and from any and all costs,
expenses, liabilities, damages, losses, claims, actions or suits incurred by
Bangor Hydro Parties, including reasonable costs and attorneys' fees incurred
in connection therewith, for or account of injury (bodily or otherwise) to,
or death of, persons, or for damage to, or destruction of, property belonging
to Bangor Hydro, resulting out of or in connection with the ownership,
maintenance or operation of Bangor Energy's facilities or any systems
comprising a part thereof or appurtenances thereto, except to the extent
resulting from the gross negligence or willful misconduct of any Bangor Hydro
Party.
VII. MISCELLANEOUS
-------------
(a) Assignability - This Agreement shall inure to the benefit
of, and shall bind, the successors of the Parties hereto
but shall not be assignable without the consent of the
Parties provided that Bangor Hydro acknowledges and agrees
that the Agent shall have a perfected first security
interest in this Agreement.
(b) Effect of Federal and State Laws - The obligations of each
of the Parties hereunder are subject to any present and
future Federal and State laws, regulations, orders or other
regulations duly promulgated.
(c) Applicable Law - This Agreement shall be interpreted in
accordance with the laws of the State of Maine.
(d) Notice -All notices, including communications and
statements which are required or permitted under the terms
of this Agreement, shall be in writing, except as otherwise
expressly provided for herein. Any notice given to a Party
hereunder shall be deemed received at such time as the
notice is delivered to that Party at its notice address
indicated in (or changed in accordance with) this Section
VII(d). Notices shall be sent to the Parties at the
following addresses
(i) Bangor Hydro:
Bangor Hydro-Electric Company
Attention: General Counsel
33 State Street, P.O. Box 932
Bangor, Maine 04402
(ii) Bangor Energy:
Bangor Energy Resale, Inc.
Attention: Corporate Clerk
33 State Street
Bangor, Maine 04401
Either Party may change its notice address as set forth
above from time to time provided that it notifies the other
Party hereto of such change in accordance with the
provision of this Section VII(d).
(e) Amendments - No amendment to or modification of the terms
of this Agreement or the UNITIL Contract, shall be binding
on either the Bangor Hydro or Bangor Energy unless set
forth in writing and signed by both parties.
(f) Severability - Should any part of this Agreement, for any
reason, be declared invalid, such decision shall not affect
the validity of the remaining portions, which remaining
portions shall remain in force and effect as if this
Agreement had been executed with the invalid portion
thereof eliminated, and it is hereby declared the intention
of the parties hereto that they would have executed the
remaining.
(g) Renegotiation - Notwithstanding the provisions of Section
VII(f), should any term or provision of this Agreement be
found invalid by any court or regulatory body having
jurisdiction thereover, the Parties shall immediately
renegotiate such term or provision of the Agreement to
eliminate such invalidity while achieving as nearly as
possible the Parties original contractual intent.
(h) Counterparts - This Agreement may be executed in any number
of counterparts, with such executed counterparts, when
taken together, having the same force and effect as would a
fully-executed document.
IN WITNESS WHEREOF, the Parties hereto have caused this
instrument to be signed and sealed, all as of the date and year first written
above.
BANGOR HYDRO-ELECTRIC COMPANY
By: /s/ Carroll R. Lee___________________
Title: senior v-p & chief Operating Officer
BANGOR ENERGY RESALE, INC.
By: /s/ Robert S. Briggs__________________
Title: president________________________
Exhibit A
---------
THIS AGREEMENT made this ___ day of __________, ____, by and
between Bangor Hydro-Electric Company ("Bangor Hydro ) and [ASSIGNEE]
("Assignee ) (individually, "Party or collectively, "the Parties ):
WHEREAS, by an agreement between Bangor Hydro and UNITIL Power
Corporation ("UNITIL ) entered into on March 26, 1986 and as amended on April
29, 1993 and on March 1, 1995, on file with the Federal Energy Regulatory
Commission ("Commission or "FERC ) as FERC Rate Schedule No. 46, attached
hereto as Exhibit A, Bangor Hydro agreed to sell and provide, and UNITIL
agreed to purchase and take, certain amounts of electric energy and capacity;
WHEREAS, Bangor Energy Resale, Inc. ("Bangor Energy ) entered
into a financing arrangement with BankBoston, N.A. ("BankBoston ) in its
individual capacity and as agent for the lenders parties thereto, whereby
BankBoston has agreed to lend certain sums of money to Bangor Energy in
return for, among other things, a perfected first security interest in all of
Bangor Energy's assets, including without limitation the UNITIL Contract and
all related rights;
WHEREAS, in order to provide BankBoston with this security
interest, Bangor Hydro has agreed to transfer and assign, and Bangor Energy
has agreed to accept and assume, all of Bangor Hydro s rights, obligations
and liabilities under the UNITIL Contract;
WHEREAS, Bangor Energy has agreed to transfer and assign and
Assignee has agreed to accept and assume, all of Bangor Energy's rights,
obligations and liabilities under the UNITIL Contract; and
WHEREAS, the Parties desire that Assignee continue to provide
the sale of energy and capacity to UNITIL under the same rates, terms and
conditions of service as Bangor Hydro and Bangor Energy have previously
provided such service to UNITIL, for a term commencing on the date of the
transfer of the UNITIL Contract from Bangor Energy to Assignee and
terminating on the termination or performance in full of the UNITIL Contract;
In consideration of the mutual agreements and covenants herein
contained, Bangor Hydro and Assignee agree as follows:
I. GENERAL PURPOSE
---------------
The purpose of this Agreement is to provide for the sale of
capacity and energy, and, if necessary, associated transmission and ancillary
services, by Bangor Hydro to Assignee for resale by Assignee to UNITIL. The
Parties recognize that this agreement will need to be filed with and accepted
and/or approved by the Federal Energy Regulatory Commission before it becomes
effective.
II. DEFINITIONS
-----------
(a) Assignee - [Assignee]
(b) Bangor Energy Bangor Energy Resale, Inc.
(c) Bangor Hydro Bangor Hydro-Electric Company
(d) FERC - the Federal Energy Regulatory Commission, or any
successor thereof
(e) NEPEX the New England Power Exchange, or any successor
thereto
(f) NEPOOL the New England Power Pool, or any successor
thereto
(g) NEPOOL Transmission Tariff - NEPOOL s open access
transmission tariff on file with the Commission, or any
successor tariff
(h) Restated NEPOOL Agreement - the governance document for
NEPOOL, or any successor agreement thereto
(i ) Transmission Tariff Bangor Hydro s open access
transmission tariff on file with the Commission, or any
successor tariff
(j) UNITIL UNITIL Power Corporation
(k) UNITIL Contract the agreement between Bangor Hydro and
UNITIL for the sale by Bangor Hydro to UNITIL of energy and
capacity entered into on March 26, 1986 and as amended on
April 29, 1993 and on March 1, 1995, on file with the
Commission as FERC Rate Schedule No. 46, which is
incorporated herein by reference
III. TERMS OF AGREEMENT
------------------
This Agreement shall be effective as of the effective date of
the transfer of the UNITIL Contract from Bangor Energy to Assignee after
receiving necessary FERC approvals and shall terminate on the performance in
full of the UNITIL Contract.
IV. AMENDMENTS
----------
Bangor Hydro shall have the right at any time to unilaterally
amend any provision of this Agreement by furnishing in writing an appropriate
statement of such amendment to Assignee and by filing the same with the FERC
pursuant to the provisions of section 205 of the Federal Power Act or any
superseding legislation. In the event of such a unilateral change by Bangor
Hydro, Assignee shall have the right to terminate this Agreement. Assignee
shall not amend any provision of the UNITIL Contract without the prior
written consent of Bangor Hydro.
V. DELIVERY
--------
(a) Bangor Hydro shall sell and deliver, and Assignee shall
take and purchase, the amount of energy and capacity
necessary for Assignee to sell and deliver to UNITIL the
energy and capacity to which UNITIL is entitled and obliged
to take and purchase under the terms of the UNITIL
Contract. It is expressly agreed that Assignee may only
purchase such capacity and energy under this Agreement as
will be used to fulfill its obligations under the UNITIL
Contract. The delivery of such energy and capacity,
including rights of dispatch or curtailment, shall be in
accordance with the terms of the UNITIL Contract.
(b) It is understood that NEPEX may dispatch some or all of the
units which are to provide the energy sold pursuant to this
Agreement and that provision of energy, capacity and any
related transmission or ancillary services under this
Agreement is subject to the provisions of the Restated
NEPOOL Agreement, NEPOOL Transmission Tariff, and Bangor
Hydro s Transmission Tariff, as each may be amended from
time to time.
VI. CHARGES AND PAYMENT
-------------------
(a) Bangor Hydro shall charge, and Assignee shall pay, for the
services provided hereunder the rates set forth in Exhibit
A to this Agreement. Bangor Hydro shall separately state
charges for transmission services, ancillary services,
energy and capacity services in accordance with Sections
VI(b) and VI(c).
(b) Transmission and Ancillary Charges. To the extent that
Bangor Hydro is required to provide transmission across its
system in order to perform its obligations under this
Agreement, Bangor Hydro shall request and pay or account
for all transmission and ancillary services pursuant to
Bangor Hydro s Transmission Tariff. Bangor Hydro shall
separately identify any such transmission and ancillary
service charges to Assignee. The transmission and
ancillary service charges are set forth in Exhibit B.
[Exhibit B shall be identical to Exhibit B to the Bangor
Hydro to Bangor Energy Rate Schedule rate schedule dated as
of 10/30/97 and filed with FERC on 1/16/98].
(c) Charges for Energy and Capacity. Charges for the sale of
energy and capacity shall equal total charges set forth in
Section VI(a) minus charges for transmission and ancillary
services set forth in Section VI(b).
(d) Billing and Payment. Bangor Hydro shall render bills for
service monthly and such bills will be due and payable upon
receipt. Payments not received within 30 business days
following the billing date shall be subject to a late
payment charge. The late payment charge shall be
calculated using an annual interest rate equal to the then
current prime lending rate offered by BankBoston, N.A. plus
200 basis points. Billing disputes shall be resolved in
the manner prescribed for resolution of billing disputes by
NEPOOL.
VII. POINT OF DELIVERY AND METERING
------------------------------
The electricity in the form of three-phase, 60-hertz alternating
current shall be delivered to Assignee, at Assignee s option, at the point of
delivery. Bangor Hydro shall deliver service under the Rate Schedule to
Assigee at the point or points designated for delivery of service to UNITIL
under the UNITIL Contract and Assignee shall deliver service under the UNITIL
Contract to UNITIL at the point or points designated for delivery of service
to UNITIL under the UNITIL Contract.
Service under this Agreement will be metered and/or measured in
accordance with the procedures set forth in the UNITIL Contract. The output
of the Penobscot Energy Recovery Company plant in Orrington, Maine ("PERC"),
shall be metered at the PERC plant and shall be adjusted for losses to the
Point of Delivery as more thoroughly described in the UNITIL Contract. Such
metering shall conform with NEPEX requirements and shall be in accordance
with good utility operating practice. Bangor Hydro system energy and
capacity provided under this Agreement shall be estimated by NEPOOL and/or
NEPEX in accordance with the operating rules of such organization. Billing
and metering disputes shall be resolved in the manner prescribed for
resolution of such disputes by NEPOOL.
VIII. FORCE MAJEURE
-------------
Bangor Hydro and Assignee shall use due diligence to perform
their obligations under this Agreement but conditions may arise which prevent
or delay performance by a Party because of causes beyond that Party s
reasonable control, including, but without limiting the generality of the
foregoing, flood, earthquake, fire, explosion, epidemic, war, riot, civil
disturbance, labor trouble, strike, sabotage, and restraints by court or
public authority which by exercise of due diligence and foresight a Party
could not be expected to avoid. If a Party is rendered unable to fulfill any
obligations by reason of such causes, it shall be excused from performing to
the extent it is prevented or delayed from so doing, but shall exercise due
diligence to correct such inability with all reasonable dispatch, and shall
not be liable for injury, damage, or loss resulting from such inability.
However, settlement of strikes and labor disturbances shall be wholly within
the discretion of the affected Party.
IX. ASSIGNABILITY
-------------
This Agreement shall inure to the benefit of, and shall bind,
the successors of the Parties thereto but shall not be assignable without the
consent of the Parties.
X. EFFECT OF FEDERAL AND STATE LAWS
--------------------------------
The obligations of each of the Parties hereunder are subject to
any present and future Federal and State laws, regulations, orders or other
regulations duly promulgated.
XI. APPLICABLE LAW
--------------
This Agreement shall be interpreted in accordance with the laws
of the State of Maine.
IN WITNESS WHEREOF, the Parties hereto have caused this
instrument to be signed and sealed, all as of the date and year first written
above.
BANGOR HYDRO-ELECTRIC COMPANY
By: __________________________________
Title: _________________________________
[ASSIGNEE]
By: __________________________________
Title: _________________________________
Exhibit A
---------
For each kilowatt hour of Curtailed Energy service provided in any month,
Assignee shall pay the Substitute Curtailed Energy Rate and for each kilowatt
hour of Delivered Energy service provided, Assignee shall pay the Substitute
Delivered Energy Rate where the following definitions shall apply:
Curtailed Energy shall have the meaning stated in Article 3(c)
of the UNITIL Contract, dated March 26, 1986, as modified by the
amendments to Article 3(a) of the UNITIL Contract described in
Section 1 ("Transfer of 4 MW Entitlement in AED's Beaver Wood
Plant to Other Projects") of the First Amendment to the UNITIL
Contract, dated April 29 1993, and Section 2 ("Sale of Power")
of the Second Amendment to the UNITIL Contract, dated March 1,
1995.
Delivered Energy shall have the meaning stated in Article 3(a)
of the UNITIL Contract, dated March 26, 1986, as amended in
Section 1 ("Transfer of 4 MW Entitlement in AED's Beaver Wood
Plant to Other Projects") of the First Amendment to the UNITIL
Contract, dated April 29 1993, and Section 2 ("Sale of Power")
of the Second Amendment to the UNITIL Contract, dated March 1,
1995.
The Substitute Delivered Energy Rate shall equal the Delivered
Energy Rate as defined in Article 3(b)(1) of the UNITIL
Contract, dated March 26, 1986, as amended by Section 2 ("Change
in Rates and Compensation") of the First Amendment to the UNITIL
Contract, dated April 29 1993, and Section 3 ("Reduction in
Rates") of the Second Amendment to the UNITIL Contract, dated
March 1, 1995.
The Actual Curtailed Energy Rate shall equal the Curtailed
Energy Rate as Defined in Article 3(c) of the UNITIL Contract,
dated March 26, 1986, as modified by the amendments to Article
3(b) of the UNITIL Contract described in Section 2 ("Change in
Rates and Compensation") of the First Amendment to the UNITIL
Contract, dated April 29 1993, to said agreement, and Section
3 ("Reduction in Rates") of the Second Amendment to the UNITIL
Contract, dated March 1, 1995.
The Substitute Curtailed Energy Rate, stated in dollars per
kilowatt hour ($/KWH), shall equal the Component A Rate, stated
in dollars per kilowatt hour ($/KWH), plus the Actual Curtailed
Energy Rate, stated in dollars per kilowatt hour ($/KWH), minus
the Component B Rate ($/KWH) where the Component A Rate and the
Component B Rate have the following values in the indicated
months:
Component Component
A Rate B Rate
Year Month $/KWH $/KWH
- ---- ----- ----- -----
1998 February 0.00080 0.04784
March 0.00067 0.04784
April 0.00069 0.04784
May 0.00067 0.04784
June 0.00069 0.04784
July 0.00067 0.04784
August 0.00067 0.04784
September 0.00069 0.04784
October 0.00067 0.04784
November 0.00069 0.04784
December 0.00067 0.04784
1999 January 0.00168 0.04987
February 0.00186 0.04987
March 0.00168 0.04987
April 0.00174 0.04987
May 0.00168 0.04987
June 0.00174 0.04987
July 0.00168 0.04987
August 0.00168 0.04987
September 0.00174 0.04987
October 0.00168 0.04987
November 0.00174 0.04987
December 0.00168 0.04987
2000 January 0.00173 0.05250
February 0.00185 0.05250
March 0.00173 0.05250
April 0.00179 0.05250
May 0.00173 0.05250
June 0.00179 0.05250
July 0.00173 0.05250
August 0.00173 0.05250
September 0.00179 0.05250
October 0.00173 0.05250
November 0.00179 0.05250
December 0.00173 0.05250
2001 January 0.00178 0.05546
February 0.00197 0.05546
March 0.00178 0.05546
April 0.00184 0.05546
May 0.00178 0.05546
June 0.00184 0.05546
July 0.00178 0.05546
August 0.00178 0.05546
September 0.00184 0.05546
October 0.00178 0.05546
November 0.00184 0.05546
December 0.00178 0.05546
2002 January 0.00184 0.07247
February 0.00203 0.07247
March 0.00184 0.07247
April 0.00190 0.07247
May 0.00184 0.07247
June 0.00190 0.07247
July 0.00184 0.07247
August 0.00379 0.07247