Exhibit 10.23.3
THIRTY-SEVENTH AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS THIRTY-SEVENTH AGREEMENT AMENDING NEW ENGLAND POWER POOL
AGREEMENT, dated as of August 15, 1998 ("Thirty-Seventh Agreement"), is
entered into by the signatory Participants to amend the New England Power
Pool Agreement (the "NEPOOL Agreement"), as amended.
WHEREAS, the NEPOOL Agreement as in effect on December 1, 1996 was
amended and restated by the Thirty-Third Agreement Amending New England
Power Pool Agreement dated as of December 1, 1996 (the "Thirty-Third
Agreement") in the form of the Restated New England Power Pool Agreement
("Restated NEPOOL Agreement") attached to the Thirty-Third Agreement as
Exhibit A thereto, and the Thirty-Third Agreement also provided for the
NEPOOL Open Access Transmission Tariff ("Tariff") which is Attachment B to
the Restated NEPOOL Agreement; and
WHEREAS, the Restated NEPOOL Agreement and the Tariff have
subsequently been amended by five supplements dated, respectively, as of
February 7, June 1, September 1, November 1 and December 31, 1997 and by
three additional amendatory agreements dated, respectively, as of September
1, 1997, November 15, 1997 and July 20, 1998; and
WHEREAS, the signatories hereto desire to amend the Restated NEPOOL
Agreement, as amended by the Thirty-Sixth Agreement Amending New England
Power Pool Agreement, dated July 20, 1998, to amend the definition of
"Power Year" and to make certain related changes.
NOW, THEREFORE, the signatory Participants agree as follows:
SECTION 1
AMENDMENT TO RESTATED NEPOOL AGREEMENT
1.1 AMENDMENT OF SECTION 1.77. Section 1.77 of the Restated NEPOOL
Agreement is amended to read as follows:
POWER YEAR is (i) the period of twelve (12) months commencing on
November 1, in each year to and including 1997; (ii) the period
of seven (7) months commencing on November 1, 1998; and (iii) the
period of twelve (12) months commencing on June 1, 1999 and each
June 1 thereafter.
1.2 AMENDMENT OF SECTION 1.104. Section 1.104 of the Restated NEPOOL
Agreement is amended to read as follows:
WINTER PERIOD in each Power Year is (i) the seven-month period
from November through May and the month of October for the Power
Year commencing on November 1 in 1997 or a prior Power Year; (ii)
the seven-month period from November through May for the Power
Year commencing on November 1, 1998; and (iii) the eight-month
period from October through May for the Power Year commencing on
June 1, 1999 and each June 1 thereafter.
1.3 AMENDMENT OF SECTION 12.2(A)(1), DEFINITION OF "I". The
definition of "I" in Section 12.2(a)(1) of the Restated NEPOOL
Agreement is amended to read as follows:
I for the Participant for the month is the percentage which
represents the weighted average (using the Installed
Capability of each Installed Capability Entitlement for such
month for the weighting) of the Four Year Installed
Capability Target Availability Rates of the Installed
Capability Entitlements which are included in the
Participant's Installed System Capability during the hour of
the coincident peak load of the Participants for the month.
The Four Year Target Availability Rate for an Installed
Capability Entitlement for any month is the average of the
monthly Target Availability Rates for the forty-eight months
which comprise the period of four consecutive calendar years
ending within the Power Year which includes such month, as
determined on the basis of the Target Availability Rates for
each of the forty-eight months, and as applied on a basis
which is consistent with the fuel or maturity status of the
unit for each of the forty-eight months; provided, however,
that for the purpose of determining the Four Year Target
Availability Rate (i) for months included within the Power
Year which commences June 1, 1999, the determination shall
be made for the months of June through October on the basis
of the calendar years 1995 through 1998, and shall be made
for the months of November through May on the basis of the
calendar years 1996 through 1999, and (ii) for months
included within the Power Year which commences June 1, 2000,
the determination shall be made on the basis of the calendar
years 1996 through 1999. The Target Availability Rates
shall be those utilized by the Management Committee in its
most recent determination of NEPOOL Objective Capability
pursuant to Section 6.14(e).
1.4 AMENDMENT OF SECTION 12.2(A)(1), DEFINITION OF "H". The
definition of "H" in Section 12.2(a)(1) of the Restated NEPOOL
Agreement is amended to read as follows:
H for the Participant for the month is the percentage which
represents the weighted average (using the Installed
Capability of each Installed Capability Entitlement for such
month for the weighting) of the Four Year Actual
Availability Rates of the Installed Capability Entitlements
which are included in the Participant's Installed System
Capability during the hour of the coincident peak load of
the Participants for the month. The Four Year Actual
Availability Rate for an Installed Capability Entitlement
for any month is the percentage which represents the average
of the amounts determined for H{1} for the four applicable
Twelve-Month Measurement Periods within the forty-eight
months which comprise the period of four consecutive
calendar years ending within the Power Year which includes
such month; provided, however, that for the purpose of
determining the Four Year Actual Availability Rate (i) for
months included within the Power Year which commences June
1, 1999, the determination shall be made for the months of
June through October on the basis of the calendar years 1995
through 1998, and shall be made for the months of November
through May on the basis of the calendar years 1996 through
1999, and (ii) for months included within the Power Year
which commences June 1, 2000, the determination shall be
made on the basis of the calendar years 1996 through 1999.
A Twelve-Month Measurement Period is a period of twelve
sequential months. For purposes of this sequence, the first
month in the four years and the immediately succeeding
months shall be considered to follow the forty-eighth month
in the four-year period. The four applicable Twelve-Month
Measurement Periods to be used in the determination of H{1}
for an Installed Capability Entitlement shall be the four
sequential Twelve-Month Measurement Periods out of the
twelve possible combinations which yield the highest H{1}.
1.5 AMENDMENT OF SECTION 12.2(A)(1), DEFINITION OF "R". The
definition of "R" in Section 12.2(a)(1) of the Restated NEPOOL
Agreement is amended to read as follows:
R for the month is the phase-out factor for the month, which
shall be as follows:
R=0.75 for the Power Year beginning November 1,
1997.
R=0.50 for the 12 month period beginning November 1,
1998.
R=0.25 for the 12 month period beginning November 1,
1999.
R=0 for the 12 month period beginning November 1,
2000 and all subsequent 12 month periods.
SECTION 2
MISCELLANEOUS
2.1 Following execution by the requisite number of Participants in
accordance with the Restated NEPOOL Agreement, this Thirty-
Seventh Agreement shall become effective November 1, 1998, or on
such other date or dates as the Commission shall provide that the
amendments provided for in this Agreement shall become effective;
provided that such amendments shall not become effective if
Participants having the requisite number of Voting Shares give
notice in accordance with Section 21.11 of the Restated NEPOOL
Agreement that they object to the amendments.
2.2 Terms used in this Thirty-Seventh Agreement that are not defined
herein shall have the meanings ascribed to them in the Restated
NEPOOL Agreement.
2.3 This Thirty-Seventh Agreement may be executed in any number of
counterparts and each executed counterpart shall have the same
force and effect as an original instrument and as if all the
parties to all the counterparts had signed the same instrument.
Any signature page of this Thirty-Seventh Agreement may be
detached from any counterpart of this Thirty-Seventh Agreement
without impairing the legal effect of any signatures thereof, and
may be attached to another counterpart of this Thirty-Seventh
Agreement identical in form thereto but having attached to it one
or more signature pages.
IN WITNESS WHEREOF, each of the signatories has caused a counterpart
signature page for this Thirty-Seventh Agreement to be executed by its duly
authorized representative as of August 15, 1998.
COUNTERPART SIGNATURE PAGE
TO THIRTY-SEVENTH AGREEMENT
AMENDING NEW ENGLAND POWER
POOL AGREEMENT
IN WITNESS WHEREOF, the undersigned has caused this counterpart
signature page to the Thirty-Seventh Agreement Amending New England Power
Pool Agreement, dated as of August 15, 1998, to be executed by its duly
authorized representative as of August 15, 1998.
Boston Edison Company________________
(Participant)
By:/s/ Douglas S. Horan______________
Name: Douglas S. Horan
Title: Senior Vice-President
Central Maine Power Company__________
(Participant)
By:/s/ Arthur Adelberg______________
Name: Arthur Adelberg
Title: Exec VP
Connecticut Municipal Electric Energy Cooperative
(Participant)
By:/s/ Maurice R. Scully_____________
Name: Maurice R. Scully
Title: Executive Director
COMMONWEALTH ENERGY SYSTEM COMPANIES_
(Participant)
Cambridge Electric Light Company
Canal Electric Company
Commonwealth Electric Company
By:/s/ James J. Keane________________
Name: James J. Keane
Title: Vice President
Energy Supply & Engineering Services
EASTERN UTILITIES ASSOCIATES COMPANIES
Blackstone Valley Electric Company
Eastern Edison Company
Newport Electric Company
(Participants)
By:/s/ Kevin A. Kirby________________
Name: Kevin A. Kirby
Title: Vice President
Fitchburg Gas and Electric Light Company
(Participant)
By:/s/ David K. Foote________________
Name: David K. Foote
Title: Senior Vice President
Hingham Municipal Lighting Plant_____
(Participant)
By:/s/ Joseph K. Spadea, Jr._________
Name: Joseph K. Spadea, Jr.
Title: G.M.
Granite State Electric Company_______
(Participant)
By:/s/ John G. Cochrane______________
Name: John G. Cochrane
Title: Assistant Treasurer
Massachusetts Electric Company_______
(Participant)
By:/s/ John G. Cochrane______________
Name: John G. Cochrane
Title: Treasurer
The Narragansett Electric Company____
(Participant)
By:/s/ John G. Cochrane______________
Name: John G. Cochrane
Title: Treasurer
New England Power Company____________
(Participant)
By:/s/ Cheryl A. Lafleur_____________
Name: Cheryl A. Lafleur
Title: Vice President
North American Energy Conservation, Inc.
(Participant)
By:/s/ William J. Wagers_____________
Name: William J. Wagers
Title: Director, Electric
Wholesale Marketing
NORTHEAST UTILITIES SYSTEM COMPANIES_
The Connecticut Light and Power Company
Holyoke Power and Electric Company
Holyoke Water Power Company
Public Service Company of New Hampshire
Western Massachusetts Electric Company
(Participants)
By:/s/ Frank P. Sabatino_____________
Name: Frank P. Sabatino
Title: Vice President of Wholesale Marketing
SOUTH HADLEY ELECTRIC LIGHT DEPARTMENT
(Participant)
By:/s/ Wayne D. Doerpholz____________
Name: Wayne D. Doerpholz
Title: Manager
PG&E Energy Trading-Power, L.P.______
(Participant)
By:/s/ Sarah M. Barpoulis____________
Name: Sarah M. Barpoulis
Title: Senior Vice President
Strategic Energy Ltd.________________
(Participant)
By:/s/ John E. Molinda_______________
Name: John E. Molinda
Title: Director, Electricity Market &
Strategy Development
The United Illuminating Company______
(Participant)
By:/s/ Stephen Goldschmidt___________
Name: Stephen Goldschmidt
Title: VP Planning & Information Resources
Unitil Resources, Inc._______________
(Participant)
By:/s/ James G. Daly_________________
Name: James G. Daly
Title: President
Unitil Power Corp.___________________
(Participant)
By:/s/ David K. Foote________________
Name: David K. Foote
Title: Senior Vice President
Velco________________________________
(Participant)
By:/s/ Richard M. Chapman____________
Name: Richard M. Chapman
Title: President and CEO
Pres/CEO
_____________________________________
(Participant)
By:__________________________________
Name:
Title: