Common use of Basic Understandings Clause in Contracts

Basic Understandings. Vermont Yankee was organized in 1966 to provide for the supply of power to its sponsoring utility companies, including the Purchaser (collectively, the "Purchasers"). It constructed a nuclear electric generating unit, having a net capability of approximately 510 megawatts electric (the "Unit") at a site in Vernon, Vermont. Vermont Yankee was issued a full-term, Facility Operating License for the Unit by the Atomic Energy Commission (now the Nuclear Regulatory Commission, which, together with any successor agencies, is hereafter called the "NRC"), which license is now stated to expire on March 21, 2012 (the "End of License Term"). The Unit has been in commercial operation since December 1, 1972 and continues to operate. The names of the Purchasers of Vermont Yankee and their respective interests ("entitlement percentages") in Vermont Yankee and the net capacity and output of the Unit are as follows: PURCHASER ENTITLEMENT PERCENTAGE Central Vermont Public Service Corporation 35.0% Green Mountain Power Corporation 20.0% New England Power Company 20.0% The Connecticut Light and Power Company 9.5% Central Maine Power Company 4.0% Public Service Company of New Hampshire 4.0% Western Massachusetts Electric Company 2.5% Montaup Electric Company 2.5% Cambridge Electric Light Company 2.5% The Unit was conceived to supply economic power on a cost of service formula basis to the Purchasers. Pursuant to the Power Contract, Vermont Yankee has agreed to supply to the Purchaser and, pursuant to separate power contracts substantially identical to the Power Contract except for the names of the parties (collectively, the "Initial Power Contracts"), to the other Purchasers all of the capacity and the electric energy available from the Unit for a thirty year term extending through November 30, 2002. Pursuant to the Additional Power Contract, Vermont Yankee has agreed to supply to the Purchaser, and pursuant to separate additional power contracts substantially identical to the Additional Power Contract except for the names of the parties (collectively, the "Additional Power Contracts"), to the other Purchasers all the capacity and electric energy available from the Unit during an operative term stated to commence on December 1, 2002 (when the Initial Power Contracts terminate) and extending until a date which is 30 days after the later of the date on which the last of the financial obligations of Vermont Yankee has been extinguished or the date on which Vermont Yankee is finally relieved of any obligations under the last of the licenses (operating or possessory) which it holds, or hereafter receives, from the NRC with respect to the Unit. The Additional Power Contracts also provide, in the event of their earlier cancellation, that the decommissioning cost obligation and the other applicable provisions of the Additional Power Contracts shall remain in effect to permit final billings of costs incurred prior to such cancellation. Xxxxxxnt to the Initial Power Contracts and the Additional Power Contracts, the Purchasers are entitled and obligated to take their respective entitlement percentages of the capacity and net electrical output of the Unit during the service life of the Unit and are obligated to pay therefor monthly their respective entitlement percentages of Vermont Yankee's cost of service, including decommissioning costs, whether or not the Unit is operated. On October 15, 1999, the Board of Directors of Vermont Yankee, which includes representatives of the Purchasers (including the Purchaser), after conducting a thorough review of the economics of continued operation of the Unit until End of License Term in comparison to other alternatives (including the early shut-down of the Unit) available to Vermont Yankee, voted to approve an Asset Purchase Agreement (the "APA") between Vermont Yankee and AmerGen Energy Company L.L.C., a Delaware limited liability company ("AmerGen"), pursuant to which the Unit and related assets of Vermont Yankee, including a pre-funded decommissioning trust, would be sold to AmerGen. The APA provides, among other things, that Vermont Yankee will enter into a Power Purchase Agreement (the "PPA") with AmerGen to purchase from AmerGen one hundred percent (100%) of the actual net output of the Unit up to its present operating level of approximately 510 megawatts electric (the "Future Power") for a period ending at the End of License Term or the earlier permanent shut-down of the Unit, such percentage being subject to reduction to the extent certain Purchasers having entitlement percentages aggregating 45% or less elect the option of cashing-out of the obligation to purchase Future Power and later "cash-out" by remaining long-term Purchasers. It is intended that the Future Power will be resold by Vermont Yankee to certain of the Purchasers, including Purchaser, pursuant to the Power Contracts and Additional Power Contracts as amended by amendatory agreements similar to this agreement. Concurrently, the Directors of Vermont Yankee also approved a Transmission Asset Purchase Agreement (the "TAPA") providing for the sale of certain transmission assets to Vermont Electric Power Company, Inc. ("Velco") and the payment by Vermont Yankee of certain support charges to Velco (the "TAPA Obligations"). As a consequence of the APA, the PPA and the TAPA, Vermont Yankee and the Purchaser propose to further amend the Power Contract and the Additional Power Contract in various respects in order (i) to release Vermont Yankee from any further obligations under said contracts with respect to the operation of the Unit, (ii) to clarify and confirm provisions for the recovery under said contracts of the remaining unamortized costs previously incurred by Vermont Yankee in providing capacity and energy from the Unit prior to the Effective Date (as hereinafter defined) and of the costs of decommissioning the Unit at the end of its useful life (including, without limitation, the costs of maintaining the Unit in a safe condition following its shutdown and prior to its decontamination and dismantlement and the costs of storing the Unit's spent nuclear fuel until it is removed by the Department of Energy), (iii) to provide for the recovery of any costs or liabilities assumed by Vermont Yankee under the APA and the TAPA and of Vermont Yankee's on-going administrative expenses, and (iv) to provide for the resale at cost by Vermont Yankee to the Purchaser of the Purchaser's aliquot share of the Future Power to be purchased by Vermont Yankee from AmerGen pursuant to the PPA. Vermont Yankee and the Purchaser have agreed to enter into this Amendatory Agreement. Concurrently herewith each of the other Purchasers is entering into an amendatory agreement which is identical hereto except for the necessary changes in the names of the parties and, where appropriate, the inclusion or exclusion of the obligation to purchase an aliquot share of the Future Power.

Basic Understandings. Vermont Yankee was organized in 1966 to provide for the supply of power to its sponsoring utility companies, including the Purchaser (collectively, the "Purchasers"). It constructed a nuclear electric generating unit, having a net capability of approximately 510 megawatts electric (the "Unit") at a site in Vernon, Vermont. Vermont Yankee was issued a full-term, Facility Operating License for the Unit by the Atomic Energy Commission (now the Nuclear Regulatory Commission, which, together with any successor agencies, is hereafter called the "NRC"), which license is now stated to expire on March 21, 2012 (the "End of License Term"). The Unit has been in commercial operation since December 1, 1972 and continues to operate. The names of the Purchasers of Vermont Yankee and their respective interests ("entitlement percentages") in Vermont Yankee and the net capacity and output of the Unit are as follows: PURCHASER ENTITLEMENT PERCENTAGE Purchaser Entitlement Percentage --------- ----------------------- Central Vermont Public Service Corporation 35.0% Green Mountain Power Corporation 20.0% New England Power Company 20.022.5% The Connecticut Light and Power Company 9.5% Central Maine Power Company 4.0% Public Service Company of New Hampshire 4.0% Western Massachusetts Electric Company 2.5% Montaup Electric Company 2.5% Cambridge Electric Light Company 2.5% The Unit was conceived to supply economic power on a cost of service formula basis to the Purchasers. Pursuant to the Power Contract, Vermont Yankee has agreed to supply to the Purchaser and, pursuant to separate power contracts substantially identical to the Power Contract except for the names of the parties (collectively, as amended through the date hereof, the "Initial Power Contracts"), to the other Purchasers all of the capacity and the electric energy available from the Unit for a thirty year term extending through November 30, 2002. Pursuant to the Additional Power Contract, Vermont Yankee has agreed to supply to the Purchaser, and pursuant to separate additional power contracts substantially identical to the Additional Power Contract except for the names of the parties (collectively, as amended through the date hereof, the "Additional Power Contracts"), to the other Purchasers all the capacity and electric energy available from the Unit during an operative term stated to commence on December 1, 2002 (when the Initial Power Contracts terminate) and extending until a date which is 30 days after the later of the date on which the last of the financial obligations of Vermont Yankee has been extinguished or the date on which Vermont Yankee is finally relieved of any obligations under the last of the licenses (operating or possessory) which it holds, or hereafter receives, from the NRC with respect to the Unit. The Additional Power Contracts also provide, in the event of their earlier cancellation, that the decommissioning cost obligation and the other applicable provisions of the Additional Power Contracts shall remain in effect to permit final billings of billixxx xx costs incurred prior to such cancellation. Xxxxxxnt Pursuant to the Initial Power Contracts and the Additional Power Contracts, the Purchasers are entitled and obligated to take their respective entitlement percentages of the capacity and net electrical output of the Unit during the service life of the Unit and are obligated to pay therefor monthly their respective entitlement percentages of Vermont Yankee's cost of service, including decommissioning costs, whether or not the Unit is operated. On October 15August 14, 19992001, the Board of Directors of Vermont Yankee, which includes representatives of the Purchasers (including the Purchaser), after conducting a thorough review of the economics of continued operation of the Unit until End of License Term in comparison to other alternatives (including the early shut-down of the Unit) available to Vermont YankeeYankee and evaluating the competing bids received in a formal auction of the Unit commenced in April, 2001, voted to approve an Asset a Purchase and Sale Agreement (the "APAPSA") between ), dated as of August 15, 2001, among Vermont Yankee and AmerGen Energy Company L.L.C.Entergy Nuclear Vermont Yankee, a Delaware limited liability company LLC ("AmerGenENVY")) and Entergy Corporation, as guarantor, pursuant to which the Unit and related assets of Vermont Yankee, including a pre-funded decommissioning trust, would be sold to AmerGenENVY. The APA provides, among other things, PSA also provided that Vermont Yankee will would enter into a Power Purchase Agreement (the "PPA") with AmerGen ENVY to purchase from AmerGen one hundred percent (100%) % of the actual net output of the Unit up to its present operating level of approximately 510 megawatts electric (electric, together with the "Future Power") related ancillary products available from the Unit, for a period ending at from the Effective Date (as hereinafter defined) to the End of License Term or the earlier permanent shut-down shutdown of the Unit, all such percentage being subject energy and ancillary products to reduction to the extent certain Purchasers having entitlement percentages aggregating 45% or less elect the option of cashing-out of the obligation to purchase Future Power and later "cash-out" by remaining long-term Purchasers. It is intended that the Future Power will be resold at wholesale by Vermont Yankee to certain of the Purchasers, including Purchaser, Purchasers pursuant to the Initial Power Contracts and the Additional Power Contracts as amended by amendatory agreements similar to this agreement. Concurrently, the Directors of Vermont Yankee also approved a Transmission Asset Purchase Agreement (the "TAPA") providing for the sale of certain transmission assets to Vermont Electric Power Company, Inc. ("Velco") and the payment by Vermont Yankee of certain support charges to Velco (the "TAPA Obligations")hereby. As a consequence of the APA, the PPA PSA and the TAPAPPA, Vermont Yankee and the Purchaser propose to further amend the Power Contract and the Additional Power Contract in various respects in order (i) to release Vermont Yankee from any further obligations under said contracts with respect to the operation and decommissioning of the Unit, (ii) to clarify and confirm provisions for the recovery under said contracts of the remaining unamortized costs previously incurred by Vermont Yankee in providing capacity and energy from the Unit prior to the Effective Date (as hereinafter defined) and of the costs of decommissioning the Unit at the end of its useful life (including, without limitation, the costs of maintaining the Unit in a safe condition following its shutdown and prior to its decontamination and dismantlement and the costs of storing the Unit's spent nuclear fuel until it is removed by the Department of Energy)Date, (iii) to provide for the recovery of any costs or liabilities assumed by Vermont Yankee under the APA PSA and the TAPA PPA and of Vermont Yankee's on-going administrative expenses, and (iv) to provide for the resale at cost by Vermont Yankee to the Purchaser of the Purchaser's aliquot share entitlement percentage of the Future Power aforesaid output and ancillary products of the Unit to be purchased by Vermont Yankee from AmerGen ENVY pursuant to the PPA. Vermont Yankee and the Purchaser have agreed to enter into this 2001 Amendatory Agreement. Concurrently herewith each of the other Purchasers is entering into an amendatory agreement which is identical hereto except for the necessary changes in the names of the parties and, where appropriate, the inclusion or exclusion of the obligation to purchase an aliquot share of the Future Powerparties.

Basic Understandings. Vermont Yankee was organized in 1966 to provide for the supply of power to its sponsoring utility companies, including the Purchaser (collectively, the "Purchasers"). It constructed a nuclear electric generating unit, having a net capability of approximately 510 megawatts electric (the "Unit") at a site in Vernon, Vermont. Vermont Yankee was issued a full-term, Facility Operating License for the Unit by the Atomic Energy Commission (now the Nuclear Regulatory Commission, which, together with any successor agencies, is hereafter called the "NRC"), which license is now stated to expire on March 21, 2012 (the "End of License Term"). The Unit has been in commercial operation since December 1, 1972 and continues to operate. The names of the Purchasers of Vermont Yankee and their respective interests ("entitlement percentages") in Vermont Yankee and the net capacity and output of the Unit are as follows: PURCHASER ENTITLEMENT PERCENTAGE Purchaser Entitlement Percentage --------- ---------------------- Central Vermont Public Service Corporation 35.0% Green Mountain Power Corporation 20.0% New England Power Company 20.022.5% The Connecticut Light and Power Company 9.5% Central Maine Power Company 4.0% Public Service Company of New Hampshire 4.0% Western Massachusetts Electric Company 2.5% Montaup X-0-0 Xxxxxxx Xxxxxxxxxxxxx Electric Company 2.5% Cambridge Electric Light Company 2.5% The Unit was conceived to supply economic power on a cost of service formula basis to the Purchasers. Pursuant to the Power Contract, Vermont Yankee has agreed to supply to the Purchaser and, pursuant to separate power contracts substantially identical to the Power Contract except for the names of the parties (collectively, as amended through the date hereof, the "Initial Power Contracts"), to the other Purchasers all of the capacity and the electric energy available from the Unit for a thirty year term extending through November 30, 2002. Pursuant to the Additional Power Contract, Vermont Yankee has agreed to supply to the Purchaser, and pursuant to separate additional power contracts substantially identical to the Additional Power Contract except for the names of the parties (collectively, as amended through the date hereof, the "Additional Power Contracts"), to the other Purchasers all the capacity and electric energy available from the Unit during an operative term stated to commence on December 1, 2002 (when the Initial Power Contracts terminate) and extending until a date which is 30 days after the later of the date on which the last of the financial obligations of Vermont Yankee has been extinguished or the date on which Vermont Yankee is finally relieved of any obligations under the last of the licenses (operating or possessory) which it holds, or hereafter receives, from the NRC with respect to the Unit. The Additional Power Contracts also provide, in the event of their earlier cancellation, that the decommissioning cost obligation and the other applicable provisions of the Additional Power Contracts shall remain in effect to permit final billings xxxxxxxx of costs incurred prior to such cancellation. Xxxxxxnt Pursuant to the Initial Power Contracts and the Additional Power Contracts, the Purchasers are entitled and obligated to take their respective entitlement percentages of the capacity and net electrical output of the Unit during the service life of the Unit and are obligated to pay therefor monthly their respective entitlement percentages of Vermont Yankee's cost of service, including decommissioning costs, whether or not the Unit is operated. On October 15August 14, 19992001, the Board of Directors of Vermont Yankee, which includes representatives of the Purchasers (including the Purchaser), after conducting a thorough review of the economics of continued operation of the Unit until End of License Term in comparison to other alternatives (including the early shut-down of the Unit) available to Vermont YankeeYankee and evaluating the competing bids received in a formal auction of the Unit commenced in April, 2001, voted to approve an Asset a Purchase and Sale Agreement (the "APAPSA") between ), dated as of August 15, 2001, among Vermont Yankee and AmerGen Energy Company L.L.C.Entergy Nuclear Vermont Yankee, a Delaware limited liability company LLC ("AmerGenENVY")) and Entergy Corporation, as guarantor, pursuant to which the Unit and related assets of Vermont Yankee, including a pre-funded decommissioning trust, would be sold to AmerGenENVY. The APA provides, among other things, PSA also provided that Vermont Yankee will would enter into a Power Purchase Agreement (the "PPA") with AmerGen ENVY to purchase from AmerGen one hundred percent (100%) % of the actual net output of the Unit up to its present operating level of approximately 510 megawatts electric (electric, together with the "Future Power") related ancillary products available from the Unit, for a period ending at from the Effective Date (as hereinafter defined) to the End of License Term or the earlier permanent shut-down shutdown of the Unit, all such percentage being subject energy and ancillary products to reduction to the extent certain Purchasers having entitlement percentages aggregating 45% or less elect the option of cashing-out of the obligation to purchase Future Power and later "cash-out" by remaining long-term Purchasers. It is intended that the Future Power will be resold at wholesale by Vermont Yankee to certain of the Purchasers, including Purchaser, Purchasers pursuant to the Initial Power Contracts and the Additional Power Contracts as amended by amendatory agreements similar to this agreement. Concurrently, the Directors of Vermont Yankee also approved a Transmission Asset Purchase Agreement (the "TAPA") providing for the sale of certain transmission assets to Vermont Electric Power Company, Inc. ("Velco") and the payment by Vermont Yankee of certain support charges to Velco (the "TAPA Obligations")hereby. As a consequence of the APA, the PPA PSA and the TAPAPPA, Vermont Yankee and the Purchaser propose to further amend the Power Contract and the Additional Power Contract in various respects in order (i) to release Vermont Yankee from any further obligations under said contracts with respect to the operation and decommissioning of the Unit, (ii) to clarify and confirm provisions for the recovery under said contracts of the remaining unamortized costs previously incurred by Vermont Yankee in providing capacity and energy from the Unit prior to the Effective Date (as hereinafter defined) and of the costs of decommissioning the Unit at the end of its useful life (including, without limitation, the costs of maintaining the Unit in a safe condition following its shutdown and prior to its decontamination and dismantlement and the costs of storing the Unit's spent nuclear fuel until it is removed by the Department of Energy)Date, (iii) to provide for the recovery of any costs or liabilities assumed by Vermont Yankee under the APA PSA and the TAPA PPA and of Vermont Yankee's on-going administrative expenses, and (iv) to provide for the resale at cost by Vermont Yankee to the Purchaser of the Purchaser's aliquot share entitlement percentage of the Future Power aforesaid output and ancillary products of the Unit to be purchased by Vermont Yankee from AmerGen ENVY pursuant to the PPA. Vermont Yankee and the Purchaser have agreed to enter into this 2001 Amendatory Agreement. Concurrently herewith each of the other Purchasers is entering into an amendatory agreement which is identical hereto except for the necessary changes in the names of the parties and, where appropriate, the inclusion or exclusion of the obligation to purchase an aliquot share of the Future Powerparties.

Basic Understandings. Vermont Yankee was organized in 1966 to provide for the supply of power to its sponsoring utility companies, including the Purchaser (collectively, the "Purchasers"). It constructed a nuclear electric generating unit, having a net capability of approximately 510 megawatts electric (the "Unit") at a site in Vernon, Vermont. Vermont Yankee was issued a full-term, Facility Operating License for the Unit by the Atomic Energy Commission (now the Nuclear Regulatory Commission, which, together with any successor agencies, is hereafter called the "NRC"), which license is now stated to expire on March 21, 2012 (the "End of License Term"). The Unit has been in commercial operation since December 1, 1972 and continues to operate. The names of the Purchasers of Vermont Yankee and their respective interests ("entitlement percentages") in Vermont Yankee and the net capacity and output of the Unit are as follows: PURCHASER ENTITLEMENT PERCENTAGE Purchaser Entitlement Percentage --------- ----------------------- Central Vermont Public Service Corporation 35.0% Green Mountain Power Corporation 20.0% New England Power Company 20.0% The Connecticut Light and Power Company 9.5% Central Maine Power Company 4.0% Public Service Company of New Hampshire 4.0% Western Massachusetts Electric Company 2.5% Montaup Electric Company 2.5% Cambridge Electric Light Company 2.5% The Unit was conceived to supply economic power on a cost of service formula basis to the Purchasers. Pursuant to the Power Contract, Vermont Yankee has agreed to supply to the Purchaser and, pursuant to separate power contracts substantially identical to the Power Contract except for the names of the parties (collectively, the "Initial Power Contracts"), to the other Purchasers all of the capacity and the electric energy available from the Unit for a thirty year term extending through November 30, 2002. Pursuant to the Additional Power Contract, Vermont Yankee has agreed to supply to the Purchaser, and pursuant to separate additional power contracts substantially identical to the Additional Power Contract except for the names of the parties (collectively, the "Additional Power Contracts"), to the other Purchasers all the capacity and electric energy available from the Unit during an operative term stated to commence on December 1, 2002 (when the Initial Power Contracts terminate) and extending until a date which is 30 days after the later of the date on which the last of the financial obligations of Vermont Yankee has been extinguished or the date on which Vermont Yankee is finally relieved of any obligations under the last of the licenses (operating or possessory) which it holds, or hereafter receives, from the NRC with respect to the Unit. The Additional Power Contracts also provide, in the event of their earlier cancellation, that the decommissioning cost obligation and the other applicable provisions of the Additional Power Contracts shall remain in effect to permit final billings of costs incurred prior incxxxxx xxior to such cancellation. Xxxxxxnt Pursuant to the Initial Power Contracts and the Additional Power Contracts, the Purchasers are entitled and obligated to take their respective entitlement percentages of the capacity and net electrical output of the Unit during the service life of the Unit and are obligated to pay therefor monthly their respective entitlement percentages of Vermont Yankee's cost of service, including decommissioning costs, whether or not the Unit is operated. On October 15, 1999, the Board of Directors of Vermont Yankee, which includes representatives of the Purchasers (including the Purchaser), after conducting a thorough review of the economics of continued operation of the Unit until End of License Term in comparison to other alternatives (including the early shut-down of the Unit) available to Vermont Yankee, voted to approve an Asset Purchase Agreement (the "APA") between Vermont Yankee and AmerGen Energy Company L.L.C., a Delaware limited liability company ("AmerGen"), pursuant to which the Unit and related assets of Vermont Yankee, including a pre-funded decommissioning trust, would be sold to AmerGen. The APA provides, among other things, that Vermont Yankee will enter into a Power Purchase Agreement (the "PPA") with AmerGen to purchase from AmerGen one hundred percent (100%) of the actual net output of the Unit up to its present operating level of approximately 510 megawatts electric (the "Future Power") for a period ending at the End of License Term or the earlier permanent shut-shut- down of the Unit, such percentage being subject to reduction to the extent that certain Purchasers Purchasers, including the Purchaser, having entitlement percentages aggregating 45% or less less, elect the option of "cashing-out out" of the obligation to purchase Future Power and later "cash-outouts" by remaining long-long- term Purchasers. It is intended that the Future Power will be resold by Vermont Yankee to certain of the other Purchasers, including excluding Purchaser, pursuant to the Power Contracts and Additional Power Contracts as amended by amendatory agreements similar to this agreement. Concurrently, the Directors of Vermont Yankee also approved a Transmission Asset Purchase Agreement (the "TAPA") providing for the sale of certain transmission assets to Vermont Electric Power Company, Inc. ("Velco") and the payment by Vermont Yankee of certain support charges to Velco (the "TAPA Obligations"). As a consequence of the APA, the PPA and the TAPA, Vermont Yankee and the Purchaser propose to further amend the Power Contract and the Additional Power Contract in various respects in order (iI) to release Vermont Yankee from any further obligations under said contracts with respect to the operation of the Unit, (ii) to clarify and confirm provisions for the recovery under said contracts of the remaining unamortized costs previously incurred by Vermont Yankee in providing capacity and energy from the Unit prior to the Effective Date (as hereinafter defined) and of the costs of decommissioning the Unit at the end of its useful life (including, without limitation, the costs of maintaining the Unit in a safe condition following its shutdown and prior to its decontamination and dismantlement and the costs of storing the Unit's spent nuclear fuel until it is removed by the Department of Energy), and (iii) to provide for the recovery of any costs or liabilities assumed by Vermont Yankee under the APA and the TAPA and of Vermont Yankee's on-going administrative expenses, and (iv) to provide for the resale at cost by Vermont Yankee to the Purchaser of the Purchaser's aliquot share of the Future Power to be purchased by Vermont Yankee from AmerGen pursuant to the PPA. Vermont Yankee and the Purchaser have agreed to enter into this Amendatory Agreement. Concurrently herewith each of the other Purchasers is entering into an amendatory agreement which is identical hereto except for the necessary changes in the names of the parties and, where appropriate, the inclusion or exclusion of the obligation to purchase an aliquot share of the Future Power.

Basic Understandings. Vermont Yankee was organized in 1966 to provide for the supply of power to its sponsoring utility companies, including the Purchaser (collectively, the "Purchasers"). It constructed a nuclear electric generating unit, having a net capability of approximately 510 megawatts electric (the "Unit") at a site in Vernon, Vermont. Vermont Yankee was issued a full-termfullterm, Facility Operating License for the Unit by the Atomic Energy Commission (now the Nuclear Regulatory Commission, which, together with any successor agencies, is hereafter called the "NRC"), which license is now stated to expire on March 21, 2012 (the "End of License Term"). The Unit has been in commercial operation since December 1, 1972 and continues to operate. The names of the Purchasers of Vermont Yankee and their respective interests ("entitlement percentages") in Vermont Yankee and the net capacity and output of the Unit are as follows: PURCHASER ENTITLEMENT PERCENTAGE Purchaser Entitlement Percentage Central Vermont Public Service Corporation 35.0% Green Mountain Power Corporation 20.0% New England Power Company 20.022.5% The Connecticut Light and Power Company 9.5% Central Maine Power Company 4.0% Public Service Company of New Hampshire 4.0% Western Massachusetts Electric Company 2.5% Montaup Electric Company 2.5% Cambridge Electric Light Company 2.5% The Unit was conceived to supply economic power on a cost of service formula basis to the Purchasers. Pursuant to the Power Contract, Vermont Yankee has agreed to supply to the Purchaser and, pursuant to separate power contracts substantially identical to the Power Contract except for the names of the parties (collectively, as amended through the date hereof, the "Initial Power Contracts"), to the other Purchasers all of the capacity and the electric energy available from the Unit for a thirty year term extending through November 30, 2002. Pursuant to the Additional Power Contract, Vermont Yankee has agreed to supply to the Purchaser, and pursuant to separate additional power contracts substantially identical to the Additional Power Contract except for the names of the parties (collectively, as amended through the date hereof, the "Additional Power Contracts"), to the other Purchasers all the capacity and electric energy available from the Unit during an operative term stated to commence on December 1, 2002 (when the Initial Power Contracts terminate) and extending until a date which is 30 days after the later of the date on which the last of the financial obligations of Vermont Yankee has been extinguished or the date on which Vermont Yankee is finally relieved of any obligations under the last of the licenses (operating or possessory) which it holds, or hereafter receives, from the NRC with respect to the Unit. The Additional Power Contracts also provide, in the event of their earlier cancellation, that the decommissioning cost obligation and the other applicable provisions of the Additional Power Contracts shall remain in effect to permit final billings xxxxxxxx of costs incurred prior to such cancellation. Xxxxxxnt Pursuant to the Initial Power Contracts and the Additional Power Contracts, the Purchasers are entitled and obligated to take their respective entitlement percentages of the capacity and net electrical output of the Unit during the service life of the Unit and are obligated to pay therefor monthly their respective entitlement percentages of Vermont Yankee's cost of service, including decommissioning costs, whether or not the Unit is operated. On October 15August 14, 19992001, the Board of Directors of Vermont Yankee, which includes representatives of the Purchasers (including the Purchaser), after conducting a thorough review of the economics of continued operation of the Unit until End of License Term in comparison to other alternatives (including the early shut-down of the Unit) available to Vermont YankeeYankee and evaluating the competing bids received in a formal auction of the Unit commenced in April, 2001, voted to approve an Asset a Purchase and Sale Agreement (the "APAPSA") between ), dated as of August 15, 2001, among Vermont Yankee and AmerGen Energy Company L.L.C.Entergy Nuclear Vermont Yankee, a Delaware limited liability company LLC ("AmerGenENVY")) and Entergy Corporation, as guarantor, pursuant to which the Unit and related assets of Vermont Yankee, including a pre-funded decommissioning trust, would be sold to AmerGenENVY. The APA provides, among other things, PSA also provided that Vermont Yankee will would enter into a Power Purchase Agreement (the "PPA") with AmerGen ENVY to purchase from AmerGen one hundred percent (100%) % of the actual net output of the Unit up to its present operating level of approximately 510 megawatts electric (electric, together with the "Future Power") related ancillary products available from the Unit, for a period ending at from the Effective Date (as hereinafter defined) to the End of License Term or the earlier permanent shut-down shutdown of the Unit, all such percentage being subject energy and ancillary products to reduction to the extent certain Purchasers having entitlement percentages aggregating 45% or less elect the option of cashing-out of the obligation to purchase Future Power and later "cash-out" by remaining long-term Purchasers. It is intended that the Future Power will be resold at wholesale by Vermont Yankee to certain of the Purchasers, including Purchaser, Purchasers pursuant to the Initial Power Contracts and the Additional Power Contracts as amended by amendatory agreements similar to this agreement. Concurrently, the Directors of Vermont Yankee also approved a Transmission Asset Purchase Agreement (the "TAPA") providing for the sale of certain transmission assets to Vermont Electric Power Company, Inc. ("Velco") and the payment by Vermont Yankee of certain support charges to Velco (the "TAPA Obligations")hereby. As a consequence of the APA, the PPA PSA and the TAPAPPA, Vermont Yankee and the Purchaser propose to further amend the Power Contract and the Additional Power Contract in various respects in order (i) to release Vermont Yankee from from. any further obligations under said contracts with respect to the operation and decommissioning of the Unit, (ii) to clarify and confirm provisions for the recovery under said contracts of the remaining unamortized costs previously incurred by Vermont Yankee in providing capacity and energy from the Unit prior to the Effective Date (as hereinafter defined) and of the costs of decommissioning the Unit at the end of its useful life (including, without limitation, the costs of maintaining the Unit in a safe condition following its shutdown and prior to its decontamination and dismantlement and the costs of storing the Unit's spent nuclear fuel until it is removed by the Department of Energy)Date, (iii) to provide for the recovery of any costs or liabilities assumed by Vermont Yankee under the APA PSA and the TAPA PPA and of Vermont Yankee's on-going administrative expenses, and (iv) to provide for the resale at cost by Vermont Yankee to the Purchaser of the Purchaser's aliquot share entitlement percentage of the Future Power aforesaid output and ancillary products of the Unit to be purchased by Vermont Yankee from AmerGen ENVY pursuant to the PPA. Vermont Yankee and the Purchaser have agreed to enter into this 2001 Amendatory Agreement. Concurrently herewith each of the other Purchasers is entering into an amendatory agreement which is identical hereto except for the necessary changes in the names of the parties and, where appropriate, the inclusion or exclusion of the obligation to purchase an aliquot share of the Future Powerparties.