Exhibit 10.23.4
THIRTY-EIGHTH AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS THIRTY-EIGHTH AGREEMENT AMENDING NEW ENGLAND POWER POOL
AGREEMENT, dated as of October 30, 1998 ("Thirty-Eighth 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
four additional amendatory agreements dated, respectively, as of September
1, 1997, November 15, 1997, July 20, 1998 and August 15, 1998; and
WHEREAS, the signatories hereto desire to amend the Restated NEPOOL
Agreement, including the Tariff, as heretofore amended, to reflect the
revisions detailed below.
NOW, THEREFORE, the signatory Participants agree as follows:
SECTION 1
1.1 The Restated NEPOOL Agreement including the Tariff, as heretofore
amended, is hereby amended as set forth in Appendix A hereto.
1.2 The Restated NEPOOL Agreement, as heretofore amended, is hereby
amended to effect the errata corrections set forth in Appendix B hereto.
1.3 The Tariff, as heretofore amended, is hereby amended to effect the
errata corrections set forth in Appendix C hereto.
SECTION 2
MISCELLANEOUS
2.1 Following execution by the requisite number of Participants in
accordance with the Restated NEPOOL Agreement, this Thirty-Eighth
Agreement shall become effective as follows, provided that the
amendments contained herein 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 such amendment:
(i) Appendix A hereto shall become effective on the later of (A) the
Second Effective Date, or (B) the first day of the calendar month
immediately following a Commission order accepting the provisions
of Appendix A, or (C) on such other date as the Commission shall
provide that the amendments reflected in Appendix A of this
Agreement shall become effective; provided that, if the
Commission has not issued an order with respect to Appendix A on
or before January 1, 1999, Appendix A shall become effective on
the later of January 1, 1999 or the Second Effective Date.
(ii) Appendix B and Appendix C hereto shall become effective on
December 1, 1998 or on such other date as the Commission shall
provide that the amendments reflected in Appendix B of this
Agreement shall become effective.
2.2 Terms used in this Thirty-Eighth Agreement that are not defined herein
shall have the meanings ascribed to them in the Restated NEPOOL
Agreement and Tariff.
2.3 This Thirty-Eighth 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-Eighth Agreement may be detached from any counterpart
of this Thirty-Eighth Agreement without impairing the legal effect of
any signatures thereof, and may be attached to another counterpart of
this Thirty-Eighth 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-Eighth Agreement to be executed by its duly
authorized representative as of October 30, 1998.
COUNTERPART SIGNATURE PAGE
TO THIRTY-EIGHTH AGREEMENT
AMENDING NEW ENGLAND POWER
POOL AGREEMENT
IN WITNESS WHEREOF, the undersigned has caused this counterpart
signature page to the Thirty-Eighth Agreement Amending New England Power
Pool Agreement, dated as of October 30, 1998, to be executed by its duly
authorized representative as of October 30, 1998.
_____________________________________
(Participant)
By:__________________________________
Name:
Title:
APPENDIX A
1. AMENDMENT OF SECTION 14.5(B).
Section 14.5(b) of the Restated NEPOOL Agreement is amended to read as
follows:
(b) A Participant that is deemed in an hour to furnish Operating
Reserve under the Agreement shall receive for each Kilowatt
of each category of Operating Reserve furnished by it the
applicable Operating Reserve Clearing Price as defined and
determined in accordance with Section 14.9 or the Bid Price
to provide such Kilowatt, if higher than the Operating
Reserve Clearing Price for the hour.
2. AMENDMENT OF SECTION 14.9.
Section 14.9 of the Restated NEPOOL Agreement is amended in its
entirety to read as follows:
14.9 DETERMINATION OF OPERATING RESERVE CLEARING PRICE.
(a) For each hour as necessary, the System Operator shall
determine the Operating Reserve Clearing Price for each
category of Operating Reserve as follows:
(i) The System Operator shall determine the aggregate
Kilowatts of the applicable category of Operating
Reserve that are deemed pursuant to Section 14.3(b) to
have been received by Participants for the hour.
(ii) For 10-Minute Non-Spinning Reserve and 30-Minute
Operating Reserve, the System Operator shall rank in
the order of lowest to highest the Bid Prices of the
resources designated by the System Operator for that
category of Operating Reserve for the hour. The
applicable Operating Reserve Clearing Price for 10-
Minute Non-Spinning Reserve or 30-Minute Operating
Reserve shall be the weighted average of the highest
Bid Prices for the 1000 Kilowatts (or such other number
as may be specified by the Regional Market Operations
Committee) of that category of Operating Reserve that
are designated by the System Operator for use in the
hour.
(iii)For 10-Minute Spinning Reserve the System Operator
shall rank in order of the lowest to highest the 10-
Minute Spinning Reserve Lost Opportunity Prices (as
defined in Section 14.9(b)) of the resources designated
by the System Operator for the hour. The Operating
Reserve Clearing Price for 10-Minute Spinning Reserve
shall be the weighted average for the 1,000 Kilowatts
(or such other number as may be specified by the
Regional Market Operations Committee) of the highest
10-Minute Spinning Reserve Lost Opportunity Prices for
the hour of the Entitlements that were designated by
the System Operator for use in the hour.
(b) The System Operator shall determine a 10-Minute Spinning
Reserve Lost Opportunity Price for each hour for use in
determining the Operating Reserve Clearing Price for 10-
Minute Spinning Reserve. For the purposes of Section 14.9,
the 10-Minute Spinning Reserve Lost Opportunity Price for a
Participant's resource shall be the amount by which the
Energy Clearing Price for the hour exceeds the resource's
Dispatch Price (not less than zero), PLUS the Bid Price in
the hour for each resource to provide 10-Minute Spinning
Reserve.
3. AMENDMENT OF SCHEDULES 5, 6 AND 7 TO TARIFF.
The third full paragraph of each of Schedules 5, 6 and 7 of the Tariff
is amended to read as follows:
Under Sections 14.4, 14.5 and 14.9 of the Agreement, as it will be in
effect after the Second Effective Date, the price to be paid for 10-Minute
Non-Spinning Reserve Service or 30-Minute Operating Reserve Service
received in any hour will be the Operating Reserve Clearing Price for the
hour for that category of reserve service, as determined on the basis of
bid prices to provide the service. Agreement, <section>14.9(a). The price
for 10-Minute Spinning Reserve Service will be the Operating Reserve
Clearing Price for 10-Minute Spinning Reserve for the hour, as determined
on the basis of the 10-Minute Spinning Reserve Lost Opportunity Prices, in
accordance with Section 14.9(b) of the Agreement. Agreement,
<section>14.9(a) and (b).
APPENDIX B
ERRATA TO RESTATED
NEW ENGLAND POWER POOL AGREEMENT
The Restated New England Power Pool Agreement (the "Agreement"), as
amended and filed with the Commission on July 22, 1998, is amended to make
the following errata corrections.
1. In Section 1.13 of the Agreement, "or Interconnection Requester" is
deleted in two places.
2. In Section 1.17 of the Agreement, "person" in the fourth line of the
definition is changed to "other entity" and "with which that end user
is directly interconnected" is inserted after "Transmission Provider"
in the last line of the definition.
3. In Section 1.100 of the Agreement, "in the case of a municipal
Participant" is changed to "in the case of a state or municipal or
cooperatively-owned Participant".
4. Paragraph 1 of Section 15.1 of the Agreement is revised to read as
follows:
1. All transmission facilities owned by Participants classified as
PTF on April 1, 1998, but only so long as, in the case of each
such facility, the facility remains in service and continues to
meet the definition of PTF as in effect under this Agreement on
April 1, 1998.
5. The final sentence of Section 15.5 of the Agreement is revised to read
as follows:
Responsibility for the costs of new PTF or any modification or other
upgrade of PTF shall be determined, to the extent applicable, in
accordance with Parts V and VI and Schedule 11 of the Tariff,
including without limitation the provisions relating to responsibility
for the costs of new PTF or modifications or other upgrades to PTF
exceeding regional system, regulatory or other public requirements set
forth in paragraph (ii) of Schedule 11 to the Tariff.
6. In paragraph (ii) of Section 16.3 of the Agreement, "Network Customers
and Eligible Customers taking Internal Point-to-Point Service" is
changed to "Eligible Customers taking Regional Network Service and
Internal Point-to-Point Service".
7. Paragraph (iv) of Section 16.3 of the Agreement is revised to read as
follows:
(iv) that if the Transmission Provider receives a distribution
pursuant to Section 16.6 from NEPOOL out of revenues paid for
Through or Out Service or for In Service (as defined in the
Tariff), the amounts received shall reduce its Local Network
Service revenue requirements; and
8. Paragraph C of Section 16.6 of the Agreement is revised to read as
follows:
C. INTERNAL POINT-TO-POINT SERVICE REVENUES AND IN SERVICE REVENUES.
The revenues received by NEPOOL each month for providing Internal
Point-to-Point Service and the revenues, if any, received by
NEPOOL each month for providing In Service (as defined in the
Tariff) shall be distributed among the Participants owning or
supporting PTF in proportion to their respective Annual
Transmission Revenue Requirements for PTF under Attachment F to
the Tariff.
9. Section 18.5 is revised to insert after "the Participant shall not
proceed to implement such plan unless the Participant" the following:
"or the Non-Participant on whose behalf the Participant has submitted
its plan".
APPENDIX C
ERRATA TO RESTATED
NEPOOL OPEN ACCESS TRANSMISSION TARIFF
The Restated NEPOOL Open Access Transmission Tariff, as amended and
filed with the Commission on July 22, 1998, is amended to make the
following errata corrections. Page references are to the pages in the
copies of the Tariff which were included in the July 22nd filing as Volume
III.
1. Section 1.15. In the fifth line on page 17 "or Interconnection
Requester" is deleted.
2. Section 1.28. The phrase "in accordance with Section 22A of this
Tariff" is moved from the end of the Section to the first line
and inserted after "NEPOOL". In the second line, "originating
outside the NEPOOL Control Area" is inserted after "import
transaction". In the fifth line "NEPOOL Transmission System" is
substituted for "NEPOOL Control Area". In the sixth line, "to
another Control Area or to the Maine Electric Power Company line"
is inserted after "interconnection."
3. Section 1.32. In the fourth and fifth lines, "NEPOOL
Transmission System" is substituted for "NEPOOL Control Area".
4. Section 1.34. A period is inserted after "Section 28.7" and the
balance of the definition is deleted.
5. Section 1.77. "Part II" is substituted for "Section 14".
6. Section 1.95. In the fifth line of the Section on page 40 "state
or municipal or cooperatively-owned" is substituted for
"municipal".
7. Section 1.97. In the last sentence of the definition "kilowatts"
is changed to "Kilowatts".
8. Section 3.4. At the beginning of the fourth line "effective" is
deleted.
9. Section 16. At the beginning of the second line on page 69, "any
ancillary service charges and" is inserted after "pay".
10. Part III. The following is inserted at the end of the title of
Part III: "; IN SERVICE".
11. Section 19.2. The first two and one-half lines of the final
sentence of the Section are changed to read as follows: "Non-Firm
Internal Point-to-Point Service shall be available to an entity
to serve its load only if the entity (i)".
12. Section 20. In the first two lines of the Section "firm or non-
firm" is changed to "Firm or Non-Firm". In the next to the last
sentence on page 74 "any ancillary service charge and" is
inserted after "pay". In the next to the last line on page 74
"firm" is changed to "Firm". On page 75 "non-firm" is changed to
"Non-Firm" in the first sentence and in the last listing in the
table.
13. Section 22A.1. The following is added at the end of the Section:
"Notwithstanding the foregoing, for the purpose of unauthorized
use charges assessed under Section 27.7(c) (for Firm Transmission
Service) and Section 28.5 (for Non-Firm Transmission Service), In
Service provided in conjunction with Regional Network Service
shall be treated as Point-to-Point Transmission Service."
14. Section 25. In the last line on page 87, "Exhibit" is changed to
"Attachment".
15. Section 27.2. In the next to the last sentence of the Section
"with Native Load Customers and" is deleted and replaced by
"equal to Native Load Customers, Network Customers and customers
for".
16. Section 27.6. The second sentence is modified to read as
follows: If multiple transactions require Curtailment, to the
extent practicable and consistent with Good Utility Practice, the
System Operator will curtail service to Network Customers and
Transmission Customers taking Firm Point-to-Point Transmission
Service on a non-discriminatory basis.
17. Section 27.7(c). The following phrase is inserted at the end of
the second sentence: "and the Point of Receipt may be identified
as the NEPOOL power exchange in circumstances where the System
Operator does not require greater specificity". The first line
on page 103 is modified to substitute the following for "Schedule
8 or Schedule 10": "Section 20, Section 21 or Section 22A".
18. Section 28.6. In the eighth line on page 112 "Receiving party"
is changed to "Receiving Party". In the next to the last line in
the Section on page 113 "Transmission" is changed to
"transmission".
19. Section 31.5. In the third line on page 128 "completed
applications" is changed to "Completed Applications".
20. Section 35.1. In the first line of the Section, "which is not
the Transmission Customer" is inserted after "any Participant."
21. Section 40.4. The last sentence of the Section is changed to
read as follows: "Deliveries in Interchange Transactions will
have a higher priority than any Non-Firm Point-to-Point
Transmission Service under this Tariff."
22. Section 40.5. At the end of the third sentence "to all load on a
load ratio basis" is substituted for "on the basis of average
losses as established by the System Operator". The last three
sentences of the Section are deleted.
23. Section 42.1. The following sentence is inserted between the
first and second sentences: "Each designation of a generating
resource as a Network Resource (in accordance with the definition
of Network Resource) shall be effective as of the beginning of a
month, shall remain in effect for at least one full month, and
shall only be terminated at the end of a month."
24. Section 42.2. The final sentence is deleted.
25. Section 45.5. The second sentence is modified to read as
follows: "However, to the extent practicable and consistent with
Good Utility Practice, any Curtailment will be shared by the
customers taking Internal Point-to-Point Service, Through or Out
Service and/or In Service and Network Customers on a non-
discriminatory basis."
26. Section 48(a). At the end of the next to last line "Points" is
changed to "Point(s)".
27. Section 49. In subparagraph (a) the third and fourth lines are
changed to read as follows: "Network the generator is or would be
located, including the filing". In paragraph (b) in the fifth
line on page 193 "Non-PTF System" is changed to "Non- PTF
system".
28. Section 50. The following is inserted at the end of the section:
"Notwithstanding the foregoing, nothing set forth in this Part
VII shall be deemed to relieve any Transmission Customer from its
obligations to pay any charges or costs otherwise payable by it
under Parts I through VI of this Tariff and the relevant
schedules related thereto."
29. Schedule 9. In the sentence at the end of the first paragraph of
subsection (1) "any ancillary service charges and" is inserted
after "pay".
30. Schedule 11. In the first line of paragraph (i) on page 234 "or"
is deleted after "PTF". The following is added at the end of the
first sentence of paragraph (i) on page 234: "and such amounts to
be paid by the Generator Owner shall not be included in Annual
Transmission Revenue Requirements under Attachment F." On page
236 in the 12th line, "upgrades" is changed to "upgrade". In the
11th line on page 242 "will" is inserted after "Owner".
31. Attachment F. The phrase "or Interconnection Requester" is
deleted at the end of paragraph (a) on page 266. On pages 276
and 277 paragraph J is modified to read as follows:
J. TRANSMISSION SUPPORT EXPENSE shall equal the expense
paid by Transmission Providers or other Participants
for PTF transmission support other than expenses for
payments made for transmission facilities or facility
upgrades placed in service on or after January 1, 1997
where the support obligation is required to be borne by
particular Participants or other entities in accordance
with Schedule 11 of the Tariff.
32. Attachment G. Item #9 on page 278 is deleted and the remaining
items are renumbered.
33. Attachment G-1. Item #10 on page 284 is deleted and the
remaining items are renumbered.
COUNTERPART SIGNATURE PAGE
TO THIRTY-EIGHTH AGREEMENT
AMENDING NEW ENGLAND POWER
POOL AGREEMENT
IN WITNESS WHEREOF, the undersigned has caused this counterpart
signature page to the Thirty-Eighth Agreement Amending New England Power
Pool Agreement, dated as of October 30, 1998, to be executed by its duly
authorized representative as of October 30, 1998.
Boston Edison Company
-----------------------------------------
(Participant)
/s/ By: __________________________________
Name: Douglas S. Horan
Title: Senior Vice President
COMMONWEALTH ENERGY SYSTEM COMPANIES
-------------------------------------------
Cambridge Electric Light Company
Canal Electric Company
COMMONWEALTH ELECTRIC COMPANY
-------------------------------------------
(Participants)
/s/ By: ___________________________________
Name: James J. Keane
Title: Vice President
Energy Supply & Engineering Services
COMMONWEALTH ENERGY SYSTEM COMPANIES
-------------------------------------------
Cambridge Electric Light Company
Canal Electric Company
COMMONWEALTH ELECTRIC COMPANY
-------------------------------------------
(Participants)
/s/ By: ___________________________________
Name: Deborah A. McLaughlin
Title: President
EASTERN UTILITIES ASSOCIATES COMPANIES
-------------------------------------------
Blackstone Valley Electric Company
Eastern Edison Company
Montaup Electric Company
NEWPORT ELECTRIC COMPANY
------------------------------------------
(Participants)
/s/ By: ___________________________________
Name: Kevin A. Kirby
Title: Vice President
Fitchburg Gas and Electric Light Company
------------------------------------------
(Participants)
/s/ By: ___________________________________
Name: David K. Foote
Title: Senior Vice President
THE NARRAGANSETT ELECTRIC COMPANY
-------------------------------------------
(Participant)
/s/ By: ___________________________________
Name: Robert L. McCabe
Title: Chairman
MASSACHUSETTS ELECTRIC COMPANY
-------------------------------------------
(Participant)
/s/ By: ___________________________________
Name: Robert L. McCabe
Title: Chairman
NEW ENGLAND POWER COMPANY
--------------------------------------
(Participant)
/s/ By: ______________________________
Name: John G. Cochrane
Title: Treasurer
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)
/s/ By: Frank P. Sabatino__________________
Name:
Title:
THE UNITED ILLUMINATING COMPANY
-------------------------------------------
(Participant)
/s/ By: ___________________________________
Name: Stephen F. Goldschmidt
Title: Vice-President, Planning and
Information Resources
Unitil Power Corp.
------------------------------------------
(Participants)
/s/ By: ___________________________________
Name: David K. Foote
Title: Senior Vice President
Unitil Resources, Inc.
------------------------------------------
(Participant)
By: /s/ __________________________________
Name: James G. Daly
Title: President
Velco
------------------------------------------
(Participant)
By: /s/ __________________________________
Name: Richard M. Chapman
Title: President/CEO
GRANITE STATE ELECTRIC COMPANY
------------------------------------------
(Participant)
By: /s/ __________________________________
Name: Robert L. McCabe
Title: Chairman
PG&E PARTICIPANT COMPANIES
PG&E ENERGY TRADING - POWER, L.P.
By: PG&E Energy Trading - Power Holdings
Corporation, its sole general partner
By: /s/ __________________________________
Name: Sarah M. Barpoulis
Title: Senior Vice Presidnet
By: /s/ __________________________________
Name: James V. Mahoney
Title: Senior Vice Presidnet