AMENDMENT No. 1
TO
WHOLESALE SALES AGREEMENT
Amendment No. 1, dated as of September 25, 1997, to the Wholesale
Sales Agreement, dated as of August 5, 1997 (the "Agreement"), by and among
New England Power Company, a Massachusetts corporation ("NEP") and USGen New
England, Inc. (formerly named USGen Acquisition Corporation), a Delaware
corporation (the "Buyer").
Whereas, NEP and the Buyer are parties to the Agreement.
Whereas, NEP and the Buyer desire to amend the Agreement in certain
respects.
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Section 5.1 of the Agreement is hereby amended by adding the
following text at the end of Section 5.1 following the table and immediately
prior to the beginning of Section 5.2:
"For purposes of this paragraph, "average Energy Price" shall be the value
obtained by dividing (i) the amount determined in accordance with paragraph
5.1(a)(2) above and (ii) the total number of megawatt- hours delivered by NEP
from the Purchased Quantity during the month.
The amount of the credit, if any, shall be the product of (i) the difference
between (a) the average Energy Price (as expressed in dollars per
megawatt-hour) and (b) the applicable value from the above table (expressed in
dollars per megawatt-hour) and (ii) the lesser of (a) the number of
megawatt-hours delivered under the Wholesale Standard Offer Service Agreements
during the month or (b) the total number of megawatt-hours delivered by NEP
from the Purchased Quantity for the month."
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment No. 1 as of the date first written above.
NEW ENGLAND POWER COMPANY
By: s/ Xxxxxxx X. Xxxxxxx
_________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
USGEN NEW ENGLAND, INC.
By: s/ M. Xxxxxxx Xxxxx
_________________________
Name: M. Xxxxxxx Xxxxx
Title: Vice President
AMENDMENT No. 2
TO
WHOLESALE SALES AGREEMENT
Amendment No. 2, dated as of September 1, 1998, to the Wholesale
Sales Agreement, dated as of August 5, 1997 and amended as of September 25,
1997 (the Agreement"), by and among New England Power Company, a Massachusetts
corporation ("NEP") and USGen New England, Inc. (formerly named USGen
Acquisition Corporation), a Delaware corporation (the "Buyer").
Whereas, NEP and the Buyer are parties to the Agreement.
Whereas, NEP and the Buyer desire to further amend the Agreement in
certain respects.
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. ARTICLE 2 of the Agreement is hereby amended to replace the
definition of Wholesale Nuclear Entitlement with:
"NEP'S generation and delivery to Buyer at any location on the NEPOOL PTF
system of electric energy, capacity, and any other associated electric product
produced by NEP's Nuclear Interests (other than electric energy, capacity and
any other associated electric product committed to Banhor Hydro-Electric
Company under an agreement dated September 30, 1994 and that committed to
Unitil Power Corporation under agreements dated July 30, 1992 and dated
December 30, 1997) in the quantities determined in accordance with ARTICLE 4,
SECTION 4.2."
Section 2. ARTICLE 4, SECTION 4.1 of the Agreement is hereby
amended to delete "Wholesale Nuclear Energy" from the second line and insert
in its place, "Wholesale Nuclear Entitlement."
Section 3. ARTICLE 4, SECTION 4.2, of the Agreement is hereby
amended to delete the last sentence of the first paragraph and replace it with
the following:
"During each month of the Contract Period, NEP shall sell and deliver and
Buyer shall purchase the quantity of Wholesale Nuclear Entitlement nominated
by the Buyer with respect to the month."
Section 4. ARTICLE 5, SECTION 5.1 of the Agreement is hereby
amended by adding the following text at the end of Section 5.1 (a)(2) and
immediately prior to the beginning of Section 5.1(a)(3):
"In the event no NEPOOL Energy Clearing Price has been established for any
portion of any month, the parties will utilize the prices set forth in the
"Prices of Spot Electricity" table published in The XxXxxx-Xxxx Companies'
Power Markets Week publication )"PMW"), using the prices in the New England
Line in the Northeastern Markets section under the column Weekly Index (on-
peak)("PMW Index"). Buyer shall pay each day the PMW Index for the week of
PMW which contains the day of delivered megawatt-hours, multiplied by 0.85
("the Price") (expressed in dollars per megawatt-hour) times the megawatt-
hous delivered by NEP from the Purchased Quantity; plus
In the event that the PMW Index is not published, fails to publish the
information necessary for determining the Price, or is otherwise not available
for any reason, the parties will utilize the prices set forth in the "Megawatt
Daily Price Survey" table published in the Pasha Publications, Inc.'s Megawatt
Daily publication, using the prices in the NEPOOL line in the Peak section
under the column Weighted Average Index ("MW Index"). For any energy
delivered during a Week by NEP from the Purchased Quantity, a Week to be
defined as Monday through Sunday, Buyer shall pay the simple average of Monday
through Friday's five days of MW Indices multiplied by 0.85 (expressed in
dollars per megawatt-hour) times the megawatt hours delivered by NEP from the
Purchased Quantity during the applicable Week; plus"
Section 5. ARTICLE 5, SECTION 5.1 of the Agreement is hereby amended by
adding the following text as Section 5.1(c), which is to be added after
Section 5.1(b) and immediately prior to the beginning of Section 5.2:
"In the event any pricing component is unavailable at the time of billing, NEP
will base the current month's xxxx on the most recently available data for
such component ("the estimated component") and make any necessary adjustments
in the next monthly xxxx after such component becomes known. Interest shall
accrue from the date of such xxxx based on the difference between the
estimated component and the actual component value at a rate per annum equal
to the Prime Rate in effect on the date the component value becomes known."
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment No. 2 as of the date first written above.
NEW ENGLAND POWER COMPANY
By: s/ Xxxxxxx X. Xxxxxxx
_________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
USGEN NEW ENGLAND, INC.
By: s/ Xxxxx X. Xxxxxxx
_________________________
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
