Exhibit 10.23.5
THIRTY-NINTH AGREEMENT AMENDING
NEW ENGLAND POWER POOL AGREEMENT
THIS THIRTY-NINTH AGREEMENT AMENDING NEW ENGLAND POWER POOL AGREEMENT,
dated as of November 13, 1998 ("Thirty-Ninth 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
five additional amendatory agreements dated, respectively, as of September
1, 1997, November 15, 1997, July 20, 1998, August 15, 1998 and October 30,
1998; and
WHEREAS, the Federal Energy Regulatory Commission's Order issued
October 29, 1998 (the "Order") with respect to the Restated NEPOOL
Agreement and the Tariff, as amended through July 20, 1998, has required
that they be further amended by the date hereof in various respects; and
WHEREAS, the signatories hereto desire to implement the Order through
a compliance filing to make changes required by the Order.
NOW, THEREFORE, the signatory Participants agree as follows:
SECTION 1
AMENDMENT OF RESTATED NEPOOL AGREEMENT
1.1 AMENDMENT OF SECTION 15.1. Section 15.1 of the Restated NEPOOL
Agreement is amended to read as follows:
15.1 DEFINITION OF PTF. PTF or pool transmission facilities are the
transmission facilities owned by Participants rated 69 kV or
above required to allow energy from significant power sources to
move freely on the New England transmission network, and include:
1. All transmission lines and associated facilities owned by
Participants rated 69 kV and above, except for lines and
associated facilities that contribute little or no parallel
capability to the NEPOOL Transmission System (as defined in
the Tariff). The following do not constitute PTF:
(a) Those lines and associated facilities which are
required to serve local load only.
(b) Generator leads, which are defined as radial
transmission from a generation bus to the nearest point
on the NEPOOL Transmission System.
(c) Lines that are normally operated open.
2. Parallel linkages in network stations owned by Participants
(including substation facilities such as transformers,
circuit breakers and associated equipment) interconnecting
the lines which constitute PTF.
3. If a Participant with significant generation in its
transmission and distribution system (initially 25 MW) is
connected to the New England network and none of the
transmission facilities owned by the Participant qualify to
be included in PTF as defined in (1) and (2) above, then
such Participant's connection to PTF will constitute PTF if
both of the following requirements are met for this
connection:
(a) The connection is rated 69 kV or above.
(b) The connection is the principal transmission link
between the Participant and the remainder of the New
England PTF network.
4. Rights of way and land owned by Participants required for
the installation of facilities which constitute PTF under
(1), (2) or (3) above.
The Regional Transmission Planning Committee shall review at
least annually the status of transmission lines and related
facilities and determine whether such facilities constitute PTF
and shall prepare and keep current a schedule or catalogue of PTF
facilities.
The following examples indicate the intent of the above
definitions:
(i) Radial tap lines to local load are excluded.
(ii) Lines which loop, from two geographically separate
points on the NEPOOL Transmission System, the supply to
a load bus from the NEPOOL Transmission System are
included.
(iii)Lines which loop, from two geographically separate
points on the NEPOOL Transmission System, the
connections between a generator bus and the NEPOOL
Transmission System are included.
(iv) Radial connections or connections from a generating
station to a single substation or switching station on
the NEPOOL Transmission System are excluded, unless the
requirements of paragraph (3) above are met.
Transmission facilities owned by a Related Person of a
Participant which are rated 69 kV or above and are required to
allow Energy from significant power sources to move freely on the
New England transmission network shall also constitute PTF
provided (i) such Related Person files with the Secretary of the
Management Committee its consent to such treatment; and (ii) the
Management Committee determines that treatment of the facility as
PTF will facilitate accomplishment of NEPOOL's objectives. If a
facility constitutes PTF pursuant to this paragraph, it shall be
treated as "owned" by a Participant for purposes of the Tariff
and the other provisions of Part Four of the Agreement.
SECTION 2
AMENDMENT TO TARIFF
2.1 AMENDMENT OF SECTION 22A.3 Section 22A.3 of the Tariff is amended to
read as follows:
22A.3A Transmission Customer which has Reserved Capacity for In
Service as part of or in conjunction with Through or Out Service,
Internal Point-to-Point Service or Regional Network Service shall
receive such In Service as part of such other service without
additional charge.
2.2 DELETION OF SECTION 22A.4. Section 22A.4 of the Tariff is deleted in
its entirety.
2.3 AMENDMENT OF SECTION 33.4. Section 33.4 of the Tariff is amended to
read as follows:
33.4 Facilities Study Procedures: If a System Impact Study indicates
that additions or upgrades to the NEPOOL Transmission System are
needed to supply the Eligible Customer's service request, the
System Operator, within thirty days of the completion of the
System Impact Study, will tender to the Eligible Customer a
Facilities Study agreement in the form of Attachment J to this
Tariff, or in any other form that is mutually agreed to, which is
to be entered into by the Eligible Customer and the System
Operator and, if deemed necessary by the System Operator, by one
or more affected Transmission Provider(s) and pursuant to which
the Eligible Customer shall agree to reimburse the System
Operator and any affected Transmission Providers or other entity
designated by the System Operator for performing any required
Facilities Study. For a service request to remain a Completed
Application, the Eligible Customer shall execute the Facilities
Study agreement and return it to the System Operator within
fifteen days. If the Eligible Customer elects not to execute the
Facilities Study agreement, its application shall be deemed
withdrawn and its deposit, if any (less the reasonable
Administrative Costs incurred by the System Operator and any
affected Participants in connection with the Application), will
be returned with Interest. Upon receipt of an executed
Facilities Study agreement, the System Operator and any affected
Transmission Provider(s) or other designated entity will use due
diligence to cause the required Facilities Study to be completed
within a sixty-day period. If a Facilities Study cannot be
completed in the allotted time period, the System Operator will
notify the Transmission Customer and provide an estimate of the
time needed to reach a final determination and any resulting
increase in the cost, along with an explanation of the reasons
that additional time is required to complete the study. When
completed, the Facilities Study shall include a good faith
estimate of (i) the cost of Direct Assignment Facilities to be
charged to the Transmission Customer, or (ii) the Transmission
Customer's appropriate share of the cost of any required
additions or upgrades, and (iii) the time required to complete
such construction and initiate the requested service. The
Transmission Customer shall provide a letter of credit or other
reasonable form of security acceptable to the Transmission
Providers or other entities that will be responsible for the
construction of the new facilities or upgrades equivalent to the
costs of the new facilities or upgrades and consistent with
relevant commercial practices, as established by the Uniform
Commercial Code. The Transmission Customer shall have thirty
days to execute a Service Agreement, if required, or request the
filing of an unexecuted Service Agreement with the Commission and
provide the required letter of credit or other form of security
or the request will no longer be a Completed Application and
shall be deemed terminated and withdrawn.
2.4 AMENDMENT OF SECTION 40.4. Section 40.4 of the Tariff is amended to
read as follows:
The Network Customer may use the NEPOOL Transmission System to
deliver energy and/or capacity to its Network Loads from
resources that have not been designated as Network Resources.
Such energy and capacity shall be transmitted, on an as-available
basis, at no additional charge as part of Regional Network
Service. Deliveries from resources other than Network Resources
will have a higher priority than any Non-Firm Point-to-Point
Transmission Service under this Tariff.
2.5 AMENDMENT OF SECTION 42.1. Section 42.1 of the Tariff is amended to
delete the second sentence thereof (added in the Thirty-Eighth
Agreement Amending New England Power Pool Agreement).
2.6 AMENDMENT OF SECTION 44.4. Section 44.4 of the Tariff is amended to
read as follows:
44.4 Facilities Study Procedures: If a System Impact Study indicates
that additions or upgrades to the NEPOOL Transmission System are
needed to supply the Eligible Customer's service request, the
System Operator, within thirty days of the completion of the
System Impact Study, shall tender to the Eligible Customer a
Facilities Study agreement in the form of Attachment J to this
Tariff, or in any other form that is mutually agreed to, which is
to be entered into by the Eligible Customer and the System
Operator and, if deemed necessary by the System Operator, by one
or more affected Transmission Provider(s) and pursuant to which
the Eligible Customer shall agree to reimburse the System
Operator and any affected Transmission Provider(s) for performing
the required Facilities Study. For a service request to remain a
Completed Application, the Eligible Customer shall execute the
Facilities Study agreement and return it to the System Operator
within fifteen days. If the Eligible Customer elects not to
execute a Facilities Study agreement, its Application shall be
deemed withdrawn and its deposit, if any (less the reasonable
Administrative Costs incurred by the System Operator and any
affected Transmission Provider(s)), shall be returned with
Interest. Upon receipt of an executed Facilities Study
agreement, the System Operator and any affected Transmission
Provider(s), will use due diligence to complete the required
Facilities Study within a sixty-day period. If the System
Operator and any affected Transmission Provider(s) are unable to
complete the Facilities Study in the allotted time period, the
System Operator shall notify the Eligible Customer and provide an
estimate of the time needed to reach a final determination and
any resulting increase in the cost, along with an explanation of
the reasons that additional time is required to complete the
study. When completed, the Facilities Study will include a good
faith estimate of (i) the cost of Direct Assignment Facilities to
be charged to the Eligible Customer, (ii) the Eligible Customer's
appropriate share of the cost of any required Network Upgrades,
and (iii) the time required to complete such construction and
initiate the requested service. The Eligible Customer shall
provide a letter of credit or other reasonable form of security
acceptable to the affected Transmission Provider(s) or other
entities that will be responsible for the construction of the new
facilities or upgrades equivalent to the costs of new facilities
or upgrades consistent with commercial practices as established
by the Uniform Commercial Code. The Eligible Customer shall have
thirty days to execute a Service Agreement or request the filing
of an unexecuted Service Agreement and provide the required
letter of credit or other form of security or the request no
longer will be a Completed Application and shall be deemed
terminated and withdrawn.
2.7 AMENDMENT OF SECTION 46.1. Section 46.1 of the Tariff is amended to
read as follows:
46.1 Determination of Network Customer's Monthly Network Load: The
Network Customer's "Monthly Network Load" is its hourly load
(including its designated Network Load not physically
interconnected with the Transmission Provider under Section 43.3)
coincident with the coincident aggregate load of the Participants
and other Network Customers served in each Local Network in the
hour in which the coincident load is at its maximum for the month
("Monthly Peak").
2.8 AMENDMENT OF SECTION 49. Section 49 of the Tariff is amended to read
as follows:
49 Interconnection Requirements
Any Participant or Non-Participant which proposes to site a new
generating unit at a site owned or controlled by it, or which it
has the right to acquire or control, or to materially change and
increase the capacity of an existing generating unit, located in
the NEPOOL Control Area ("Generator Owner"), shall be obligated
to:
(a) complete and submit to the System Operator a standard
application, which is available from the System Operator,
entitled "Interconnection of New Generation to the New
England Transmission System -Application for System Impact
Study Agreement" ("Interconnection Application"), along with
the administrative fee and description of its proposal and
site information required by the Interconnection
Application;
(b) within fifteen (15) days of its tender by the System
Operator (which tender shall occur no later than thirty (30)
days following System Operator's receipt of a complete
Interconnection Application), enter into an agreement with
the System Operator and, if deemed necessary by the System
Operator, one or more affected Transmission Providers to
provide for the conduct of a System Impact Study to
determine what additions or upgrades to the NEPOOL
Transmission System and to the Non-PTF system are required
in order to permit its generating unit to interconnect in a
manner that avoids any significant adverse effect on system
reliability, stability, and operability, including
protecting against the degradation of transfer capability
for interfaces affected by the unit ("Minimum
Interconnection Standard"). If the Generator Owner does not
enter into the System Impact Study agreement within the
above time period, its application shall be deemed
withdrawn. The System Impact Study shall be conducted in
accordance with the procedures, and subject to the
obligations, specified in Sections 33.2 and 33.3 and
Attachment D of this Tariff and using the form of agreement
specified in Attachment I of this Tariff, except that: (1)
references therein to transmission service shall be deemed
to refer to interconnection; (2) references therein to
Eligible Customer or Transmission Customer shall be deemed
to refer to the Generator Owner; (3) Attachment D shall be
applied so that the interconnection is studied on a Minimum
Interconnection Standard basis; and (4)any references to, or
requirements for, a Service Agreement in Section 33.3 shall
be inapplicable.
(c) if a System Impact Study indicates that additions or
upgrades to the NEPOOL Transmission System and to the
Non-PTF system are required in order to permit its
generating unit to interconnect to the NEPOOL system on a
basis satisfying the Minimum Interconnection Standard,
within fifteen (15) days of its tender by the System
Operator (which tender shall occur no later than thirty (30)
days following the completion of the System Impact Study),
enter into an agreement with the System Operator and, if
deemed necessary by the System Operator, one or more
affected Transmission Providers to provide for the conduct
of a Facilities Study. The Facilities Study shall be
conducted in accordance with the procedures, and subject to
the obligations, specified in Sections 33.4 and 33.5 of this
Tariff, and using the form of agreement specified in
Attachment J of this Tariff, except that: (1) references
therein to transmission service shall be deemed to refer to
interconnection;(2) references therein to Eligible Customer
or Transmission Customer shall be deemed to refer to the
Generator Owner; and (3) any references to, or requirements
for, a Service Agreement in Section 33.4 shall be
inapplicable. In lieu of a Facilities Study, if
transmission system modifications are required, within 45
days of submission of the final System Impact Study report
to the Generator Owner, the Generator Owner, the System
Operator and the affected Transmission Provider(s) may
establish an agreement for "Expedited Interconnection".
While the Transmission Provider(s) or other entities that
will be responsible for constructing the new facilities or
upgrades on an expedited basis will provide the Generator
Owner with its best estimate of the new facility costs and
other charges that may be incurred, such estimate shall not
be binding and the Generator Owner shall agree in writing to
pay for all applicable costs incurred;
(d) in the event that transmission service will be needed under
a Transmission Provider's local tariff or the unit will be
interconnected to the Local Network of a Transmission
Provider, satisfy any applicable requirements under the
local tariff of the relevant Transmission Provider (except
for those relating to System Impact Studies and Facilities
Studies, which will be performed on a unified basis by the
System Operator in accordance with this Section); and
(e) submit its proposal for review in accordance with Section
18.4 of the Agreement and to take any action required
pursuant to Section 18.5 of the Agreement as a result of
such review in order that its generating unit can be
interconnected to the NEPOOL Transmission System in a manner
to satisfy the Minimum Interconnection Standard or, if
requested by the Generation Owner, to satisfy an enhanced
interconnection option pursuant to additional studies as
discussed below;
and upon the satisfaction of the obligations described in (a),
(b), (c), (d), and (e) above, the Generator Owner's unit shall
have the right to be interconnected to the NEPOOL Transmission
System.
In addition to obtaining the System Impact Study and Facilities
Study described in Subsections (b), (c), and (d) above, a
Generator Owner may elect to agree to an additional study to
determine what further additions or upgrades to the NEPOOL
Transmission System, beyond those required to satisfy the Minimum
Interconnection Standard, would be required for potentially
facilitating, under an enhanced interconnection option, a greater
level of use of the System, as specified by the Generator Owner.
A Participant other than the Generator Owner may also elect to
have performed at its expense such an additional study if and to
the extent the Generator Owner has decided not to elect such an
additional study. Generator Owners that have received prior to
October 29, 1998 all required NEPOOL approvals pursuant to
Sections 18.4 and 18.5 of the Restated NEPOOL Agreement for their
interconnections shall be deemed to have requested such an
enhanced interconnection option.
The completion of the portion of a System Impact Study or
Facilities Study addressing the Minimum Interconnection Standard
shall not be delayed by awaiting the results from any such
additional study. The performance of such additional studies
other than those underway as of October 29, 1998 shall be
accomplished at a time and in a manner that avoids such
additional studies unduly delaying the performance of studies for
other Generator Owners based on the Minimum Interconnection
Standard. The Generator Owner may, at its option, seek approval
for interconnection in a manner consistent with the results of
its System Impact Study and Facilities Study, as supplemented by
the additional study in accordance with Subsection (e) above.
If the studies conducted pursuant to this Section indicate that
new PTF or non-PTF facilities or a facility modification or other
PTF upgrades are necessary to satisfy the Minimum Interconnection
Standard or an enhanced interconnection option in connection with
a new or materially changed generating unit, or otherwise, in
order to interconnect, upon approval of the studies by the
Regional Transmission Planning Committee, subject to review by
the System Operator, one or more Transmission Providers or their
designees shall be designated by the Regional Transmission
Planning Committee, subject to review by the System Operator, to
design and effect the construction or modification. Construction
or modification of Non-PTF facilities shall be the obligation of
the appropriate local Transmission Provider(s) or its
designee(s).
Upon the designation of a Transmission Provider or its designee
to design and effect a PTF addition or upgrade and agreement on
the security and other provisions of the arrangement, the
Transmission Provider or its designee designated to perform the
construction shall, (i) in accordance with the terms of the
arrangements described in this paragraph and subject to Sections
18.4 and 18.5 of the Agreement, use its best efforts to design
and effect the proposed construction or modification and (ii)
enter into an interconnection agreement with the Generator Owner,
which interconnection agreement may be filed with the Commission
by the Transmission Provider unsigned either on its own or at the
request of the Generator Owner. Sections 34.1, 34.2 (other than
those sentences referring to Service Agreements), 34.3 and 35 of
the Tariff shall be applicable to the facilities construction,
except that: (1) references therein to transmission service
shall be deemed to refer to interconnection; and(2)references
therein to Eligible Customer or Transmission Customer shall be
deemed to refer to Generator Owner.
Any facilities required in connection with a new generating unit
or the material change of an existing generating unit which
constitute a Direct Assignment Facility shall be fully paid for
by the Participant or Non-Participant proposing the new
generating unit or material change under an interconnection
agreement with the Transmission Provider.
A Participant or Non-Participant proposing a new or materially
changed generating unit to be interconnected shall be responsible
for the cost of whatever upgrades that are identified as a result
of the study or studies performed at the request of such
Participant or Non-Participant pursuant to the procedures set
forth in this Section, including any new PTF or Non-PTF
facilities or facility modification or other PTF or Non-PTF
upgrade; provided, however, that with respect to any new PTF
facilities or facility modification or other PTF upgrades that
are required in order to interconnect, Schedule 11 of this Tariff
shall apply, subject to such changes in the Schedule or otherwise
as may be determined in connection with the development of the
New CMS (as defined below) or as the Commission may otherwise
require and subject further to any refund or surcharge
requirements that may result from retroactive implementation of
changes in Schedule 11 or otherwise as set forth in the New CMS
or a Commission order.
For purposes of determining whether a generating unit is placed
in service after the Compliance Effective Date for purposes of
Section 42.6 of this Tariff or is obligated to satisfy the
requirements of this Section, on January 1, 1999 and thereafter,
any unit in active or deactivated status, as classified in the
April 1998 NEPOOL Capacity, Energy, Loads and Transmission Report
and any other generating unit in active status on that date may
receive deactivated status, subject to criteria developed by the
appropriate NEPOOL committee. If so designated, the deactivated
unit may retain this status for a period not to exceed three (3)
years from the date the unit receives deactivated status and
shall not be obligated to comply with this Section if it is
reactivated during such period, but if not reactivated during
such period shall be deemed retired at the end of such period for
purposes of this Section. Notwithstanding the foregoing, if a
proposal is submitted and approved under Section 18.4 of the
Agreement during the three-year period to 1) reactivate, 2)
materially modify and reactivate or 3) replace the deactivated
unit, the unit may be reactivated without material modification
without compliance with this Section. The cost of any PTF
upgrade required by 2) or 3) above shall be paid for or shared in
accordance with the preceding provisions of this Section.
Notwithstanding the foregoing, any unit in deactivated status
prior to January 1, 1999 shall be entitled to retain such status
through December 31, 2001 whether or not a submission is made
under Section 18.4 during such period.
Unless amended, the Interconnection Requirements set forth in
this Section shall remain in effect at least until such time as
the substitute Congestion Management System contemplated by
Section 24 of this Tariff and by subsection (b) of Section 14.4
of the Agreement ("New CMS") has become effective. It is
recognized that, in view of the pending development of the New
CMS, there can be no assurance or implication as to the nature of
the rights beyond physical interconnection, if any, or cost
obligations that any existing or future Generator Owner may have
as a result of compliance with the Minimum Interconnection
Standard or the results of any additional studies as set forth in
this Section, and that the rights beyond physical
interconnection, if any, and obligations of all existing and
future Generator Owners are subject to future determination and
to the further orders of the Commission, including a
determination of the extent to which particular Generator Owners
are able to participate in Interchange Transactions and other
transactions in the seven products which are defined in the
Restated NEPOOL Agreement.
2.9 AMENDMENT OF SECTION 50. Section 50 of the Tariff is amended to
read as follows:
50 Rights of Generator Owners
(a) Subsection (b) of this Section shall be of no force or
effect until such time the New CMS (as defined in
Section 49) has become effective. The Participants
shall delete or modify subsection (b) of this Section
as appropriate in connection with the development of
the CMS.
(b) Upon compliance with the applicable requirements of the
Tariff, (i) any generating unit located in the NEPOOL
Control Area which is in service on the Compliance
Effective Date (including a unit that has lost its
capacity value when its capacity value is restored or a
deactivated unit which may be reactivated without
satisfying the requirements of Section 49 of this
Tariff in accordance with the provisions thereof); (ii)
any generating unit located in the NEPOOL Control Area
which is placed in service after the Compliance
Effective Date after complying with Section 49 and
Schedule 11 of the Tariff; and (iii) any resource
outside the NEPOOL Control Area that is the subject of
a Firm Transmission Service transaction shall with
respect to NEPOOL internal services have rights equal
to all other firmly integrated resources, and shall not
at any later time (other than in connection with
service over the Ties not specifically referred to in
the Section 18.4 approval) be required to pay for any
additional Network or other upgrades or costs required
in order to further reinforce the transmission system;
provided that any generating unit placed in service
after the Compliance Effective Date, the output of
which is limited in accordance with Section 18.4 of the
Agreement to below its full capacity shall have such
rights only up to the permitted output level(s);
provided further that there will be no adverse
distinctions in the planning process or with respect to
transmission facility construction between Firm
Transmission Service Customers, any generators referred
to in (i) or (ii) above, and any resources referred to
in (iii) above. It is further provided that, in
accordance with Section 18.4 of the Agreement, no
generator referred to in (i) or (ii) above shall have
its established operating limits reduced, except for
emergency situations, as a result of any new request
for NEPOOL interconnection or subsequent Section 18.4
approvals. 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.
SECTION 3
MISCELLANEOUS
3.1 Following execution by the requisite number of Participants in
accordance with the Restated NEPOOL Agreement, this Thirty-Ninth
Agreement shall become effective December 15, 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.
3.2 Terms used in this Thirty-Ninth Agreement that are not defined
herein shall have the meanings ascribed to them in the Tariff.
3.3 This Thirty-Ninth 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-Ninth Agreement may be detached
from any counterpart of this Thirty-Ninth Agreement without
impairing the legal effect of any signatures thereof, and may be
attached to another counterpart of this Thirty-Ninth 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-Ninth Agreement to be
executed by its duly authorized representative as of November 13,
1998.
COUNTERPART SIGNATURE PAGE
TO THIRTY-NINTH AGREEMENT
AMENDING NEW ENGLAND POWER
POOL AGREEMENT
IN WITNESS WHEREOF, the undersigned has caused this counterpart
signature page to the Thirty-Ninth Agreement Amending New England
Power Pool Agreement, dated as of November 13, 1998, to be executed by
its duly authorized representative as of November 13, 1998.
_____________________________________
(Participant)
By:__________________________________
Name:
Title:
COUNTERPART SIGNATURE PAGE
TO THIRTY-NINTH AGREEMENT
AMENDING NEW ENGLAND POWER
POOL AGREEMENT
IN WITNESS WHEREOF, the undersigned has caused this counterpart
signature page to the Thirty-Ninth Agreement Amending New England
Power Pool Agreement, dated as of November 13, 1998, to be executed by
its duly authorized representative as of November 13, 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. V.P.
COMMONWEALTH ENERGY SYSTEM COMPANIES_
Cambridge Electric Light Company
Canal Electric Company
Commonwealth Electric Company________
(Participants)
By: /s/ James J. Keane_______________
Name: JAMES J. KEANE
Title: VICE PRESIDENT-ENERGY SUPPLY AND
ENGINEERING SERVICES
EASTERN UTILITIES ASSOCIATES COMPANIES
Blackstone Valley Electric Company
Eastern Edison Company
Montaup Electric Company
Newport Electric Company_____________
(Participants)
By: /s/ Kevin A. Kirby_______________
Name: Kevin A. Kirby
Title: Vice President
Granite State Electric Company_______
(Participant)
By: /s/ Richard P. Sergel____________
Name:
Title:
Massachusetts Electric Company_______
(Participant)
By: /s/ Richard P. Sergel____________
Name:
Title:
The Narragansett Electric Company____
(Participant)
By: /s/ Richard P. Sergel____________
Name:
Title:
New England Power Company____________
(Participant)
By: /s/ Masheed H. Rosenqvist________
Name: Masheed H. Rosenqvist
Title: Vice President
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-Wholesale Marketing
PG&E Corporation PARTICIPANT COMPANIES
PG&E Trading-Power, L.P.
USGen New England, Inc.______________
(Participants)
By: /s/ Sarah M. Barpoulis___________
Name: Sarah M. Barpoulis
Title: Sr. Vice President
Vermont Electric Power Company, Inc._
(Participant)
By: /s/ R.M. Chapman_________________
Name:
Title: