AMENDED AND RESTATED
MILLSTONE PLANT AGREEMENT
This Amended and Restated Millstone Plant Agreement (the "Agreement") is
dated as of December 1, 1984, and is by and among Northeast Nuclear Energy
Company ("NNECO"), The Connecticut Light and Power Company ("CL&P"), and Western
Massachusetts Electric Company ("WMECO").
BACKGROUND
CL&P, WMECO and NNECO are parties to an Amended and Restated Millstone
Plant Agreement dated as of December 1, 1982 (the "Millstone Plant Agreement"),
which is a comprehensive restatement and amendment of a prior agreement dated as
of June 30, 1966, as supplemented by a Supplemental Agreement dated as of
December 1, 1967 and as amended by an amendment dated as of December 1, 1972.
Under the Millstone Plant Agreement, NNECO agreed to act as CL&P's and WMECO's
agent for the following purposes:
(1) Operating and maintaining Millstone 1 and 2 ("Unit 1" and "Unit 2,"
respectively), which are two nuclear electric generating units located at a site
of approximately 500 acres (the "Millstone Site") at Millstone Point in the Town
of Waterford, Connecticut, in which units CL&P and WMECO have 81 percent and 19
percent, respectively, joint ownership interests as tenants in common, and
(2) Designing, constructing, operating, and maintaining a third nuclear
generating unit ("Unit 3") located at the Millstone Site, as agent for CL&P and
WMECO in their capacities as Lead Participants for Unit 3 pursuant to a Sharing
Agreement dated as of September 1, 1973, as amended on August 1, 1974 and
December 15, 1975 (as the same may be further amended or modified from time to
time, and in effect, the "Sharing Agreement"), by and among CL&P and WMECO and
the Associate Participants (as defined in the Sharing Agreement) named therein.
When the Millstone Plant Agreement was amended and restated in 1982, it
was contemplated that NNECO would arrange under separate agreements to construct
and finance a building (the "Simulator Building") at the Millstone Site in which
would be located a separate control room simulator for each of Unit 1 (the "Unit
1 Simulator"), Unit 2 (the "Unit 2 Simulator"), Unit 3 (the "Unit 3 Simulator")
(collectively the "Millstone Simulators") and a nuclear electric generating unit
(the "Haddam Neck Unit") owned and operated by Connecticut Yankee Atomic Power
Company ("CYAPC") in the Town of Haddam, Connecticut (the "CY Simulator") (each
a "Simulator" and all four collectively the "Simulators"). It was also
contemplated at that time that the Niantic Bay Fuel Trust would assume all of
NNECO's prior responsibilities for procuring, supplying and financing nuclear
fuel on behalf of CL&P and WMECO.
Subsequently, it has been determined that it is desirable for NNECO to
acquire the Millstone Simulators and the Simulator Building upon their
completion and to operate and maintain the Simulator Building for CL&P and WMECO
with respect to the Unit 1 and 2 Simulators, for CL&P, WMECO and the Associate
Participants with respect to the Unit 3 Simulator, and for CYAPC with respect to
the CY Simulator. In furtherance thereof, NNECO and CYAPC have entered into an
agreement as of the date hereof (the "CYAPC Agreement") setting forth the rights
and responsibilities of NNECO and CYAPC with respect to the CY Simulator and the
Simulator Building.
It has also been recognized that there are many opportunities for NNECO to
apply its nuclear engineering, construction and operations expertise for the
benefit of the Northeast Utilities System and/or the Associate Participants, and
that there may in the future be benefits to the Northeast Utilities system
and/or the Associate Participants in having NNECO assume all or part of the
functions involved in procuring, financing, owning, leasing (as lessor or
lessee) and otherwise performing supply and disposal functions with respect to
nuclear fuel, the Simulators, the Simulator Building, and any other assets for
any one or more of Units 1, 2 and 3 (collectively the "Millstone Units").
Accordingly, the parties desire to restate further the Millstone Plant
Agreement to remove the current restrictions on NNECO's activities with respect
to the Simulator Building and the Millstone Simulators, and to provide more
generally for NNECO to render such services with respect to the Millstone Units
and the nuclear fuel for the Millstone Units as CL&P and/or WMECO may from time
to time request.
AGREEMENTS
Now, therefore, in consideration of the premises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
1. Description of Millstone Plant and Ownership.
CL&P and WMECO own the Millstone Site as tenants in common. Unit 1, a 660
MW boiling water reactor nuclear electric generating unit, and Unit 2, an 870 MW
pressurized water reactor nuclear electric generating unit, are both currently
licensed for operation at the Millstone Site. Unit 3, a 1,150 MW pressurized
water reactor electric generating unit, is under construction at the Millstone
Site and is scheduled to begin commercial operations in May, 1986.
CL&P owns an 81 percent undivided interest in Units 1 and 2, the portion
of the Millstone Site on which Units 1 and 2 are located, and all existing and
future improvements thereto, except for a refuel outage building, the Simulator
Building and the Simulators, and WMECO owns an 19 percent interest similarly
therein. These percentage interests, as the same may change from time to time
to reflect the acquisition or disposition of interests in Units 1 and 2, are
hereinafter referred to as the "Unit 1 and 2 Ownership Percentages."
Pursuant to the Sharing Agreement, CL&P and WMECO collectively own a 64.85
percent undivided interest in Unit 3 (representing approximately 745.8 MW), the
portion of the Millstone Site on which Unit 3 is located, and all existing and
future improvements thereto. CL&P and WMECO presently own, respectively,
52.6115 percent (605.032 MW) and 12.2385 percent (140.743 MW) undivided
interests in Unit 3. These shares, as the same may change from time to time as
a result of acquisition or disposition of undivided interests in Unit 3 in
compliance with the Sharing Agreement, are hereinafter referred to as the "Unit
3 Ownership Percentages."
Certain facilities and structures constructed on or used in connection
with the Millstone Site, including but not limited to, an information center, a
training building, an emergency operations center, the refuel outage building,
and warehouses, serve Units l, 2 and 3. Such facilities and structures (other
than the Simulator Building), and all renewals, replacements, additions,
retirements and modifications thereto, are hereinafter referred to as the
"Millstone Common Facilities." Title to the Millstone Common Facilities (other
than the refuel outage building, which is owned by Interet Land Co. and leased
to CL&P and WMECO) is held by CL&P and WMECO in accordance with their Unit 1 and
2 Ownership Percentages. For the purposes of this Agreement, Units 1, 2 and 3,
the associated transmission substations, the Millstone Common Facilities and
other related facilities (other than [i] related transmission lines and rights
of way, which are to be separately owned, and [ii] the Simulator Building and
the Simulators), are hereinafter referred to as the "Millstone Plant."
2. NNECO's General Responsibility.
CL&P and WMECO hereby each severally appoint and authorize NNECO as its
respective agent, with the right to employ employees and subagents, and NNECO
hereby agrees, as such agent, all subject to and in accordance with the
requirements of this Agreement and, in the case of Unit 3, the Sharing
Agreement, (i) to act for CL&P and WMECO in all matters with respect to the
procurement of materials, nuclear fuel, supplies and services for the Millstone
Plant, (ii) to operate and maintain the Millstone Plant, (iii) to manage the
Millstone Site, (iv) to act for CL&P and WMECO in all matters with respect to
the performance of their obligations as the Lead Participants under the Sharing
Agreement, including, but not limited to, their obligations concerning the
design, engineering, licensing and construction of Unit 3, (v) to own, operate
and maintain the Simulator Building on behalf of CL&P and WMECO, (vi) to enter
into leasing and/or financing transactions with respect to, and to operate and
maintain, each of the Millstone Simulators on behalf of each of the respective
owners thereof, and for the benefit of the respective owners of the Millstone
Unit to which each Millstone Simulator relates, and (vii) to provide, at the
request of CL&P and/or WMECO, in general or in specific circumstances, such
engineering, design, construction, operations, leasing (as lessor or lessee),
maintenance, management, financing and other related services with respect to
any or all of the Millstone Units and the Millstone Simulators, or portions
thereof, as the owner and/or operator thereof may reasonably request and to
which NNECO may consent, including, without limiting the generality thereof, the
procurement, financing, ownership, leasing (as lessor or lessee), supply and
disposal of nuclear fuel for any such Millstone Unit, and the ownership or
leasing (as lessor or lessee) of facilities, equipment, materials or supplies.
In furtherance of this general authority, and without limiting the
generality thereof, CL&P and WMECO severally hereby authorize NNECO, as such
agent, (a) to enter into contracts and other arrangements in the name and on
behalf of CL&P and WMECO with respect to the operation and maintenance of the
Millstone Plant, the procurement of equipment, materials, nuclear fuel, supplies
and services for the Millstone Plant, the design, engineering, licensing or
construction of Unit 3, and with respect to renewals replacements, additions,
retirements and modifications to the Millstone Plant; (b) to enter into
contracts and other arrangements in the name or on behalf of CL&P, WMECO and/or
any or all of the Associate Participants with respect to the leasing (as lessee
or lessor), financing, operation and/or maintenance of the Millstone Simulators,
the procurement of equipment, materials, supplies and services for the Millstone
Simulators, and with respect to renewals, replacements, additions, retirements
and modifications to the Millstone Simulators; (c) if requested by CL&P, WMECO,
and/or any or all of the Associate Participants to act for CL&P, WMECO and/or
such Associate Participants in all respect administration and enforcement of all
such contracts and other arrangements; (d) to take such steps as may be required
to obtain and keep in force all licenses and permits required by law, rule,
regulation or order of any governmental agency for the ownership, construction,
operation and maintenance of the Millstone Plant; (e) to make and receive all
payments in connection with the foregoing, in the name or on behalf of CL&P and
WMECO; and (f) to enter into, renew and modify leases and other arrangements
permitting the use of portions of the Millstone Site and the Simulator Building
by others where such arrangements will not interfere with the operation of the
Millstone Plant and will be to the benefit of CL&P and/or WMECO.
CL&P and WMECO each hereby affirms and ratifies any and all such
contracts, arrangements and actions heretofore taken by NNECO within the scope
of the authority conferred by this Agreement.
3. Financial Obligations of CL&P and WMECO.
(a) General.
CL&P and WMECO each agrees to pay its respective Unit 1 and 2 Ownership
Percentage of all amounts required to be paid with respect to the ownership,
licensing, maintenance, operation, leasing (including all amounts payable by
NNECO as lessee under any lease, including rent and amounts payable upon
termination of such lease) and financing of Units 1 and 2, the Unit 1 and 2
Simulators, and all renewals, replacements, additions, retirements and
modifications to any thereof, and of that portion of the costs incurred with
respect to the Simulator Building and the ownership, maintenance and operation
of the Millstone Common Facilities and the Millstone Site that is allocable to
Units 1 and 2.
Pursuant to the Sharing Agreement, each Associate Participant is liable
for its respective ownership percentage of the costs with respect to the
ownership, design, construction, maintenance and operation of Unit 3, the Unit 3
Simulator, and all renewals, replacements, additions, retirements and
modifications to either thereof, and for its respective ownership percentage of
that portion of the costs incurred with respect to the Simulator Building and
the ownership, maintenance and operation of the Millstone Common Facilities and
the Millstone Site that is allocable to Unit 3. CL&P and WMECO each agrees to
pay its respective Unit 3 Percentage Share, as hereinafter defined, of all
amounts required to be paid with respect to the ownership, design, construction,
licensing, maintenance, operation, leasing (including all amounts payable by
NNECO as lessee under any lease, including rent and amounts payable upon
termination of such lease) and financing of Unit 3, the Unit 3 Simulator, and
all renewals, replacement, additions, retirements and modifications to either
thereof, and of that portion of the costs incurred with respect to the Simulator
Building and the ownership, maintenance and operation of the Millstone Common
Facilities and the Millstone Site that is allocable to Unit 3, except to the
extent that NNECO is directly reimbursed for such amounts by the Associate
Participants. For purposes of this Agreement, the "Unit 3 Percentage Share of
each Lead Participant shall be that number, expressed as a percentage,
determined by dividing such Lead Participant's Unit 3 Ownership Percentage by
the sum of the Unit 3 Ownership Percentages of both Lead Participants.
NNECO shall allocate, in an equitable manner as instructed by CL&P and
WMECO, costs related to the Millstone Common Facilities and the Millstone Site
among Units 1, 2 and 3, and costs related to the Simulator Building among Units
1, 2 and 3 and the Haddam Neck Unit.
(b) Reimbursement payments.
With respect to each month commencing as of December 1, 1984, CL&P and
WMECO each shall pay NNECO an amount equal to such company's Allocable Share (as
defined below) of the sum of (i) all expenses of NNECO (other than those for
which NNECO is directly reimbursed by Associate Participants and/or CYAPC) for
the month with respect to the ownership, design, construction, licensing,
maintenance, operation, leasing and financing of the Millstone Plant, or any
part thereof, the Millstone Site or any portion thereof, the Simulator Building,
and the Millstone Simulators, including, but not limited to, all interest
expenses, cost of preferred stock, commitment fees and other similar fees and
expenses with respect to short-term borrowings, long-term borrowings, preferred
stock and any and all other securities issued by NNECO, other than those
described in clause (ii) below, as well as any rentals, lease payments,
termination payments, or other amounts payable by NNECO as lessee under or in
connection with any lease of the Millstone Simulators or other assets, to
finance assets and to finance other costs of performance of this Agreement; and
(ii) to the extent not directly paid to NNECO by the Associate Participants
and/or CYAPC, an amount equal to one-twelfth of the Annual Equity Return based
on NNECO's Total Equity Capitalization as at the end of the preceding month.
Payments made by CL&P and WMECO under this Subsection (b) shall be made by each
such company both in its capacity as an owner of Units 1 and 2 and as a Lead
Participant (as defined in the Sharing Agreement).
For purposes of this Subsection (b):
(A) The term "Allocable Share" shall mean that percentage of the total
payments to be made pursuant to this Subsection (b) as NNECO shall determine is
equitably attributable to each of CL&P and WMECO on the basis of the ownership
of the Unit with respect to which the costs to be reimbursed are allocable, with
allocations to Units 1 and 2 being made to each of CL&P and WMECO on the basis
of its Unit 1 and 2 Ownership Percentage, and allocations to Unit 3 being made
to each of CL&P and WMECO on the basis of its Unit 3 Ownership Percentage.
(B) the term "NNECO's Total Equity Capitalization" shall include the
amount properly reflected on NNECO's balance sheet at month end for common
stock, retained earnings, capital contributions and other paid-in capital (other
than preferred stock), and for any non-interest bearing notes or other
non-interest bearing evidences of indebtedness issued by NNECO to CL&P, WMECO,
Northeast Utilities or any other associate company (as said term is defined in
the Public Utility Holding Company Act of 1935) of NNECO, so long as the payment
of such indebtedness is expressly subordinated to borrowings by NNECO from
persons which are not affiliates of NNECO; and
(C) the term "Annual Equity Return" shall mean the weighted average
return on equity approved for CL&P and WMECO in their most recent retail rate
proceedings before the Connecticut and Massachusetts regulatory commissions,
such weighted average return to be determined annually as of December 31 for the
following calendar year and to be calculated by taking the equity return
approved for each of CL&P and WMECO in its most recent retail rate proceeding on
or before the applicable December 31 and weighting each company's equity return
by the average of its respective December 31 for the following calendar Unit 1
and 2 Ownership Percentage and its Share.
NNECO shall allocate, in accordance with instructions from CL&P and WMECO,
the amount of NNECO's Total Equity Capitalization not payable by CYAPC under the
CYAPC Agreement among Units 1, 2 and 3 so as to result in an equitable sharing
of the monthly payments with respect to Annual Equity Return among CL&P, WMECO
and the Associate Participants. Pursuant to the Sharing Agreement, each
Associate; Participant will be liable each month for its applicable ownership
percentage of one-twelfth of the Annual Equity Return on that portion of NNECO's
Total Equity Capitalization applicable to Unit 3 as of the end of the preceding
month.
The expenses referred to in clause (i) of this Subsection (b) shall
include, but shall not be limited to: operation and maintenance expenses as
determined in accordance with the Uniform System of Accounts prescribed by the
Federal Energy Regulatory Commission; license fees; assessments and other
governmental charges and sales, use, excise, franchise, personal property, gross
receipts, income and other taxes which are payable by NNECO on account of the
ownership, occupation, lease or use of the Millstone Plant, the Millstone Site
or any portion thereof, the Simulator Building, the Millstone Simulators or
other assets therefor, the construction, maintenance or operation of the
Millstone Plant, the Simulator Building or the Millstone Simulators, earnings
arising therefrom and the receipt of payments hereunder, the shutdown or
demolition of the Millstone Plant or any portion thereof, the Millstone
Simulators, earnings arising therefrom and the receipt of payments hereunder,
the shutdown or demolition of the Millstone Plant or any portion thereof, the
Simulator Building or the Millstone Simulators or on account of costs and
expenses for administration, labor, payroll taxes, employee benefits, research
and development.
The costs and expenses of NNECO with respect to the Ownership of the
Simulator Building shall be allocated among the Millstone Units so that the
respective Lead Participants or owners of each such Unit shall pay an amount
each month which will result in the payment to NNECO by such Lead Participants
or owners, over the useful life of each such Unit, in equal monthly
installments, of twenty-five percent (25%) of the cost of the Simulator Building
and all renewals, replacements, additions, retirements and modifications
thereto.
NNECO shall bill CL&P and WMECO and, as agent of CL&P and WMECO in their
capacities as Lead Participants under the Sharing Agreement, each Associate
Participant, as soon as practicable after the end of each month for all amounts
payable to NNECO by CL&P, WMECO or such Associate Participant with respect to
such month. Such bills shall be rendered in such detail as CL&P or WMECO (on
behalf of itself or on behalf of any Associate Participant) may determine is
reasonable and may be rendered on an estimated basis subject to corrective
adjustments in subsequent billing periods. CL&P and WMECO shall pay in full all
bills addressed to them within fifteen (15) days after the invoice date. In the
event CL&P or WMECO fails to pay any bill within fifteen (15) days after the
invoice date, it shall be obligated to pay interest thereon from the date of the
bill at a rate per annum two percent (2%) above the prime rate (or comparable
rate) in effect at The Connecticut Bank and Trust Company, N.A., in Hartford,
Connecticut, from time to time. Each Associate Participant shall pay NNECO in
full all bills rendered to such Associate Participant, in accordance with the
payment terms of the Sharing Agreement, including interest on late payments. If
any bill so rendered to an Associate Participant is not paid within sixty (60)
days after thereof, CL&P and WMEC0 shall pay such bill and any interest due
thereon under the Sharing Agreement and shall be reimbursed for such payment by
such Associate Participant as provided in the Sharing Agreement.
All costs and expenses with respect to the ownership, design,
construction, operation, licensing and maintenance of the Millstone Plant and
the Millstone Site and renewals, replacements, additions, modifications and
retirements in respect thereof shall be accounted for in accordance with the
Uniform System of Accounts prescribed by the Federal Energy Regulatory
Commission.
Notwithstanding the foregoing, interest charges on borrowed funds,
depreciation and amortization, income taxes, and property, business and
occupation and like taxes of CL&P and WMECO shall be borne entirely by such
companies.
4. Records and Accounting.
(a) NNECO shall keep all necessary books of records, books of
account and memoranda of all transactions involving the Millstone Plant, the
Millstone Site, the Simulator Building and the Millstone Simulators, and shall
make such calculations on behalf of CL&P and WMECO as may be necessary or
appropriate (i) to enable each to conform to the record keeping and reporting
requirements of the Federal Energy Regulatory Commission, (ii) to permit each to
maintain its own records and books of account, and (iii) to enable each to
fulfill its record keeping and accounting obligations under the Sharing
Agreement. NNECO shall perform all necessary invoicing and other actions on
behalf of CL&P and WMECO as required in any instance by the foregoing, all in
accordance with and subject to the provisions of this Agreement. CL&P and WMECO
shall have the right to inspect and audit NNECO books and records during normal
business hours and in a reasonable manner and for so long as such books and
records shall be preserved.
(b) NNECO shall account at least annually to all Participants (as
defined under the Sharing Agreement) in Unit 3 in such form as CL&P and WMECO
may reasonably determine for all expenses incurred in the design, engineering,
procurement, installation, construction, operation, maintenance, insuring,
licensing and shutdown of Unit 3. NNECO shall provide to Participants all other
reports required by the Sharing Agreement, including, but not limited to, cash
flow estimates, projected costs and construction progress reports.
5. Renewals, Replacements, Additions, Retirements and Modifications.
NNECO, as the agent of CL&P and WMECO, shall make on their behalf all such
renewals, replacements, additions, retirements and modifications to or with
respect to the Millstone Plant, the Millstone Common Facilities, the Millstone
Site, the Simulator Building, and the Millstone Simulators as it deems necessary
or appropriate, except that the approval of CL&P and WMECO shall be required for
any expenditure of more than $500,000 or for the replacement or retirement of
any property having an original cost of more than $500,000, and except that no
commitment, whether preliminary or otherwise, shall be made with respect to
additional generating units at the Millstone Site without the consent of both
CL&P and WMECO. Retirements, sales and other dispositions of Millstone Plant
property (including the Millstone Plant, the Millstone Common Facilities, the
Simulator Building, and the Millstone Simulators) shall be effected only in a
manner consistent with the respective mortgage indentures and other instruments
or documents under which liens on all or part of such Millstone Plant property
may arise, and, in the case of retirements, sales and other dispositions of Unit
3 property, in a manner consistent with the Sharing Agreement. Renewals,
replacements, additions, retirements and related dispositions and sales shall be
effected for the respective accounts of CL&P and/or WMECO, or, in the case of
Unit 3 property, the Participants.
6. Millstone Plant Operations.
NNECO shall have sole authority to determine when and how the Millstone
Plant shall be operated. If, in its opinion, the requests of CL&P and WMECO as
to the time or manner of operation are, in any respect, inconsistent with safety
of operation, it shall operate the Millstone Plant in accordance with its
judgment as to the requirements of safety. Subject to the foregoing, NNECO
agrees to use its best efforts to operate the Millstone Plant in accordance with
good utility operating practice and such policies as are established from time
to time by CL&P and WMECO. NNECO shall consult with CL&P and WMECO as to times
for scheduled shutdowns for refueling and maintenance, but in any case when, in
its opinion, a non-scheduled shutdown is required, it shall have full authority
to effect the shutdown.
7. Title to Property.
Except for property conveyed by any Lead Participant or Associate
Participant to a third party in connection with a leasing or other transaction
permitted by the Sharing Agreement, including but not limited to the Lead
Participants' interest in the Unit 3 Simulator, title to all property acquired
or constructed in connection with Unit 3 (including, without limitation,
property acquired for use or consumption in connection with the design,
construction, operation and maintenance of Unit 3 and any related leasehold
estate), including the Unit 3 Simulator but excluding the Simulator Building and
the refuel outage building, and also excluding materials and supplies acquired,
paid for and owned by NNECO and held in inventory (until such materials and
supplies are used), shall be held in accordance with the Sharing Agreement and
shall be in CL&P and WMECO and the Associate Participants as tenants in common
in proportion to their ownership percentages set forth in the Sharing Agreement,
subject to the right of NNECO under other provisions of this Agreement to convey
title to such property to a third party in connection with a leasing or other
transaction.
Except for property conveyed by CL&P or WMECO to a third party in
connection with a leasing or other transaction, title to all other property
acquired or constructed in connection with the Millstone Plant or the Millstone
Site (including, without limitation, property acquired for use or consumption in
connection with the operation and maintenance of the Millstone Plant and any
related leasehold estate), including the Unit 1 and 2 Simulators but excluding
the Simulator Building and the refuel outage building, and also excluding
materials and supplies acquired, paid for and owned by NNECO and held in
inventory (until such materials and supplies are used), shall be in CL&P and
WMECO as tenants in common in proportion to their Unit 1 and 2 Ownership
Percentages, subject to the right of NNECO under other provisions of this
Agreement to convey title to such property to a third party in connection with a
leasing or other transaction.
Title to the Simulator Building shall be in NNECO and shall be held in
accordance with this Agreement, subject to the right of NNECO under other
provisions of this Agreement to convey title to such property to a third party
in connection with a leasing or other transaction.
8. Capacity and Energy of Millstone Units.
CL&P and WMECO shall at all times have full ownership of, and available to
it at Units 1 and 2, that portion of the generating capability of Units 1 and 2
and the net electrical output associated therewith corresponding to their Unit 1
and 2 Ownership Percentages, and CL&P and WMECO shall each be obligated to take
its Unit 1 and 2 Ownership Percentage of the net electrical output of Units 1
and 2. The portion of the generating capability and net electrical output of
Unit 3 to which CL&P, WMECO and each Associate Participant shall be entitled
shall be governed by the Sharing Agreement and subsequent agreements among the
Participants in Unit 3.
Subject to NNECO's right to determine when and how the Millstone Plant
shall be operated, the dispatching of generation shall be done on behalf of the
respective owners by and through such dispatching agency as they may designate
from time to time.
9. Limitation of NNECO's Activities and Liability.
NNECO agrees that, during the term of this Agreement, it will confine its
activities to those contemplated by and reasonably incidental to its
responsibilities under this Agreement and the CYAPC Agreement and such other
incidental activities as may be required in order to preserve its corporate
existence, its right to do business and its other rights and franchises.
Accordingly, and inasmuch as NNECO is intended as an instrumentality for the
design, construction, operation, maintenance, leasing and financing of the
Millstone Plant, the Millstone Site, the Millstone Common Facilities, the
Simulator Building and the Millstone Simulators, it is expressly agreed that the
costs and expenses of NNECO to be reimbursed hereunder, extent not payable by
CYAPC under the Letter Agreement, shall include all of NNECO's necessary
corporate and general expenses and all other expenses, if any, necessarily
incurred by NNECO for the payment of taxes on its income or property, or
necessarily incurred by NNECO to protect and preserve its corporate existence,
its right to do business or its rights and franchises. Further, it is expressly
understood and agreed that neither CL&P, WMECO nor any Associate Participant
shall, at any time, or under any circumstances, have or make any claim for
damages against NNECO on account of damages to property, if any, caused by it or
the nondelivery by it, at any time, of all or any portion of the net electrical
output agreed to be made available from the Millstone Plant, or for any
reduction or delay in such delivery, however caused, or for any other reason of
any nature; all such claims for money damages, however and whenever arising,
being hereby expressly waived and released by each owner respectively. No
provision herein shall be construed as waiving, impairing or releasing such
rights as CL&P or WMECO may have to require the specific performance of this
Agreement.
10. Furnishing of Funds to NNECO.
CL&P and WMECO shall make funds available to NNECO for NNECO's use in
carrying out its functions under this Agreement, either by directly turning over
such funds to NNECO or by making such funds available in bank accounts of CL&P
and WMECO (either joint or several), as NNECO may request from time to time, and
NNECO may draw upon any such bank accounts.
11. Term of Agreement.
This Agreement shall continue in full force and effect, with respect to
each Unit, for the useful life and decommissioning periods of Units 1, 2 and 3,
as applicable, unless earlier terminated with respect to any or all Millstone
Units by mutual agreement of NNECO and the respective Lead Participants or
owners of the affected Millstone Unit; provided, however, that this Agreement,
or any part thereof, shall be canceled to the extent and from the time that the
performance hereunder may conflict with any rule, regulation or order of the
Securities and Exchange Commission adopted before or after the execution hereof
under the provisions of the Public Utility Holding Company Act of 1935 or with
any rule regulation or order of any federal or state regulatory body having
jurisdiction to review and to make determinations with respect to any provision
of this Agreement, this Agreement to be subject to such review and
determinations in accordance with applicable law. In the event that this
Agreement is terminated with respect to one or more of the Millstone Units prior
to the payment by the respective Lead Participants or owners of each such Unit
of a twenty-five percent (25%) share of the cost of the Simulator Building and
any renewals, replacements, additions, retirements and modifications thereto,
such respective Lead Participants or owners shall within thirty (30) days of
such termination pay to NNECO the remaining balance of such share.
12. Amendments.
This Agreement may be amended at any time by mutual written agreement of
the parties hereto.
13. Successors and Assigns.
This Agreement shall inure to the benefit of and bind the successors and assigns
of the parties hereto, but it may be assigned in whole or in part by CL&P and/or
WMECO only as part of an assignment (including any assignment in connection with
a financing) of a corresponding ownership interest in one or more of the
Millstone Units and/or any part of the Millstone Plant, the Millstone Site, the
Millstone Common Facilities, the Simulator Building, any one or more of the
Millstone Simulators, the nuclear fuel or other assets for any one or more of
the Millstone Units.
IN WITNESS WHEREOF each of the parties has caused this Agreement to be
duly executed.
THE CONNECTICUT LIGHT AND POWER COMPANY
By /s/Leonard A. O'Connor
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Name: Leonard A. O'Connor
Title: Vice President & Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By /s/Leonard A. O'Connor
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Name: Leonard A. O'Connor
Title: Vice President & Treasurer
NORTHEAST NUCLEAR ENERGY COMPANY
By /s/Leonard A. O'Connor
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