EXHIBIT 10.1
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THIRD AMENDMENT TO POWER PURCHASE AGREEMENT
by and between
CONSOLIDATED EDISON COMPANY OF NEW YORK, INC.
and
SELKIRK COGEN PARTNERS, L.P.
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THIS THIRD AMENDMENT TO POWER PURCHASE AGREEMENT ("Third Amendment"), made
and entered into as of the 13th day of September, 1996, by and between
Selkirk Cogen Partners, L.P. ("Seller") and Consolidated Edison Company of
New York, Inc. ("Buyer"), constitutes an amendment to the Power Purchase
Agreement, dated April 14,1989, as amended by Rider to Power Purchase
Agreement, dated September 8, 1989, the First Amendment to Power Purchase
Agreement, dated September 13, 1991, and the Second Amendment to Power
Purchase Agreement, dated October 22, 1992 (collectively, the "Agreement")
between Buyer and Seller, and as further amended by Buyer and Seller. All
terms not defined herein shall have the meaning set forth in the Agreement.
WHEREAS, Buyer and Seller have previously entered into the Agreement for the
purchase by Buyer of up to 265 megawatts of capacity and associated electric
energy to be produced by Seller's cogeneration plant in Selkirk, New York
(the "Plant"); and
WHEREAS, the Plant has the capability under certain operating conditions to
produce capacity and associated electric energy that exceeds the capacity and
energy committed to Buyer; and
WHEREAS, Seller wishes to sell such excess capacity and/or electric energy;
and
WHEREAS, Buyer and Seller have previously agreed to further amend the
Agreement, upon Seller's request, to allow the Seller to sell capacity and
energy of the Plant in excess of the maximum 265 megawatts DMNC committed to
Buyer to any other person, subject to the right of first refusal in favor of
Buyer; and
WHEREAS, Seller has requested Buyer to amend the Agreement, as previously
agreed to.
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NOW THEREFORE, in consideration of the premises and covenants hereinafter set
forth, Buyer and Seller agree as follows:
I. Article 3(a) is amended by deleting the text thereof in its entirety and
substituting therefore the following:
"a) During the term of the Agreement, subject to Buyer's scheduling of the
Plant for dispatch as provided for in Article 7, Seller shall have delivered
to the Intervening Party (as defined below) for delivery and sale to Buyer
and Buyer shall accept and purchase from Seller, subject to the terms and
conditions of this Agreement, all electricity produced by the Plant, less (i)
transmission losses, if any, (ii) electricity used to operate the Plant, and
(iii) electricity delivered to the purchaser of thermal energy produced by
the Plant, (iv) the reduction of the plant's electric capacity, if any, from
Seller's sale of thermal energy to the purchaser of thermal energy produced
by the Plant, and (v) electricity sold to other third parties pursuant to the
provisions of Article 3(a) ; provided, however, that Seller is not obligated
to deliver and Buyer is not obligated to purchase electric energy produced by
the Plant that is greater than the DMNC, expressed on a
megawatt-hours-per-hour basis, or 265 MWH/hr, whic hever is less. Not less
than ninety (90) days prior to the commencement of each summer period (June 1
to September 15), Seller shall provide Buyer with written notice (the "Annual
Notice") of (i) the maximum amount of electric capacity to be sold to
Seller's thermal customer for the immediately following summer period (June 1
to September 15), and (ii) the maximum hourly steam sendout to the Seller's
thermal customer for the immediately following summer period (the "Maximum
Steam Sendout") and the corresponding reduction in the Plant's electric
capacity due to such Maximum Steam Sendout (the "Capacity Reduction").
Seller's actual steam sendout to Seller's thermal customer during a summer
period shall not exceed the Maximum Steam Sendout in effect for such summer
period. Following receipt of an Annual Notice, no change in the amount of
electricity committed hereunder for the applicable year shall be permitted
without the written consent of Buyer and Seller."
Seller may sell to third parties (i) Plant capacity that becomes available
above the temperature adjusted equivalent of the 265 megawatts DMNC used for
the purpose of payments to be made by Buyer to Seller as defined in Article
I.B.1 of Appendix C of this Agreement ("Surplus Capacity"), and (ii) any
electric energy associated with Surplus Capacity ("Surplus Energy");
provided, however, that Seller first offers such Surplus Capacity and/or
Surplus Energy to Buyer at a price that Seller certifies to Buyer is no less
favorable then that which it will offer to third parties. Exhibit H hereto
sets forth the notice periods which Seller must provide to Buyer before
Seller may sell Surplus Capacity and/or Surplus Energy to a third party.
Failure of Buyer to accept the offer at the stated price within the period
allowed in accordance with Appendix H shall be equivalent to the Buyer's
refusal of the offer.
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If the Seller enters into arrangements to sell to one or more third parties
Surplus Energy, Buyer shall first receive the full amount of electricity
scheduled for delivery by the Buyer, to the extent that the Plant is capable
of producing Buyer's scheduled amount, and the third parties shall then
receive Surplus Energy to the extent it is available above the amount
scheduled for delivery by the Buyer. If, subject to the provisions set forth
above, Seller enters into an agreement with Buyer and/or one or more third
parties to sell all or any portion of Surplus Capacity on a firm basis, then
Buyer shall receive under this Agreement a proportionate share of the
electric energy produced by the Plant based on the ratio of the capacity of
the Plant paid for by the Buyer under this Agreement to the total capacity of
the Plant contracted for sale to the Buyer and third parties. At no time
shall the sum of the Plant's capacity committed to Buyer hereunder plus firm
capacity sold under Surplus Capacity transactions exceed the Plant's
temperature adjusted DMNC."
II. The Agreement is amended by adding hereto Appendix H attached to this
Third Amendment.
III. All other terms and conditions of the Agreement not expressly amended
herein shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Third Amendment to be
executed in one or more counterparts by their proper officers duly authorized
as of the date written above.
SELKIRK COGEN PARTNER, L.P.
Name: /s/ George J. Grunbeck
_______________________
Title: Vice President
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CONSOLIDATED EDISON COMPANY
Name: /s/ James F. Reilly
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Title: Manager, NUG Contracts
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APPENDIX H
The following sets forth the minimum notice period to be given by Seller to
Buyer and the deadline for response by Buyer to Seller prior to Seller
entering into an agreement for the sale of Surplus Capacity and/or Surplus
Energy to third parties.
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Duration of Sale MINIMUM NOTICE Deadline for Response
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to Buyer by Buyer
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Up to 1 day 10 a.m. on the Business Noon on the Business
Day prior to Day prior to the
commencement of sale commencement of sale
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More than 1 day, 10 a.m. on the Business Noon on the Business
Day prior to Day prior to the
up to 3 days commencement of sale commencement of sale
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More than 3 days, 10 a.m. on the second 10 a.m. on the Business
Business Day prior to Day prior to the
up to 2 weeks commencement of sale commencement of sale
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More than 2 weeks, 10 a.m. on the fifth 10 a.m. on the second
Business Day prior to Business Day prior to
up to 1 month commencement of sale the commencement of sale
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More than 1 month 10 a.m. on the tenth 10 a.m. on the fifth
Business Day prior to Business Day prior to
commencement of sale the commencement of sale
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