FOURTH AMENDMENT TO PILGRIM POWER SALE AGREEMENT
BETWEEN BOSTON EDISON COMPANY AND MONTAUP ELECTRIC COMPANY
Boston Edison Company ("Boston Edison") and Montaup Electric Company
("Montaup") (Boston Edison and Montaup referred to hereafter as "Party" or
"Parties" as the context requires) hereby enter into this Agreement dated this
9 day of March, 1999.
RECITALS
WHEREAS, Boston Edison owns a nuclear power plant in Plymouth,
Massachusetts called Pilgrim Unit 1;
WHEREAS, Boston Edison and Montaup are parties to an agreement dated
August 1, 1972, as subsequently amended by agreements dated December 7, 1984
and December 21, 1989 providing for the sale of power by Boston Edison from
Pilgrim Unit I to Montaup ("Power Sale Agreement");
WHEREAS, Boston Edison contemplates the sale of Pilgrim Unit I without
assigning the aforesaid Power Sale Agreement to the buyer pursuant to the terms
and conditions of a certain purchase and sale agreement (the "Purchase and Sale
Agreement") dated November 18, 1998 by and between Boston Edison and Entergy
Nuclear Generation Company ("Entergy" or "Buyer");
WHEREAS, Boston Edison and Montaup contemplate that in connection with
such sale a substitute power purchase agreement between Montaup and Buyer will
be necessary;
WHEREAS, in connection with the forgoing Boston Edison and Montaup have
entered into a Third Amendment (the "Third Amendment") to the Power Sale
Agreement dated November 18, 1998;
WHEREAS, Boston Edison and Montaup wish to amend the provisions of such
Third Amendment.
NOW, THEREFORE, Boston Edison and Montaup hereby amend the provisions
of the Third Amendment and the Power Sale Agreement as follows:
1. Definitions. Capitalized terms used herein and not otherwise
defined shall have the defined meanings assigned to such terms in
the Third Amendment.
Fourth Amendment to Pilgrim Power Sale Agreement Between
Boston Edison Company and Montaup Electric Company
2. Accelerated Closing. In the event that all of the conditions to
the closing of the sale of Pilgrim Unit I to Entergy specified in
the Purchase and Sale Agreement have been satisfied and the parties
to the Purchase and Sale Agreement are in a position to close such
sale on or before May 1, 1999, and all of the conditions to the
Effective Date of the Third Amendment have been satisfied other
than Section 10(f) thereof, Boston Edison and Montaup agree as
follows:
(i) The condition to the effectiveness of the Third Amendment
specified in Section 10(f) of the Third Amendment shall be
deemed waived by Montaup.
(ii) Notwithstanding anything to the contrary in the Third
Amendment, Boston Edison waives the right to payment on the
Effective Date of the amounts to be paid by Montaup to Boston
Edison under Sections 2 and 3 of the Third Amendment, net of
the amount to be credited to Montaup under Section I of the
Third Amendment (such net amount hereinafter referred to as the
"Deferred Amount") and Montaup agrees to pay such Deferred
Amount to Boston Edison as provided in subsection (iii) below.
(iii) Montaup agrees to pay to Boston Edison the full amount of the
Deferred Amount no later than June 30, 2000. Montaup agrees to
use commercially reasonable efforts to increase its short-term
credit facilities and obtain any required regulatory approvals,
and to use such increase to pre-pay a significant portion of
the Deferred Amount, not to exceed $80 million, on or before
the date that is 90 days following the Effective Date, and on
or as soon after January 1, 2000 as is reasonably practical, to
pre-pay the remaining portion of the Deferred Amount. Montaup
agrees to pay interest on the unpaid balance of the Deferred
Amount at an annual rate of 6%. Interest will be payable in
arrears on the first day of each month following the Effective
Date, commencing on the first day of the first full month
following the Effective Date. Any accrued and unpaid interest
on any portion of the Deferred Amount that is pre-paid by
Montaup will be due and payable on the date of an y such pre-
payment.
3. Miscellaneous. Except as expressly provided herein, the Third
Amendment shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by
their duly authorized representatives as of the date first above written.
Fourth Amendment to Pilgrim Power Sale Agreement Between
Boston Edison Company and Montaup Electric Company
BOSTON EDISON COMPANY
By: /s/Douglas S. Horan
Name: Douglas S. Horan
Title: Senior Vice President and General Counsel
MONTAUP ELECTRIC COMPANY
By: /s/Kevin A. Kirby
Name: Kevin A. Kirby
Title: Vice President