Exhibit 10.9
Execution Copy
1996 AMENDATORY AGREEMENT
This Agreement,
dated as of the 4th day of December, 1996, is entered into
by and between Connecticut Yankee Atomic
Power Company ("Connecticut Yankee" or
"Seller") and The Connecticut Light and
Power Company ("Purchaser").
For good and
valuable consideration, the receipt of which is hereby
acknowledged, it is agreed as follows:
1. Basic Understandings
--------------------
Connecticut
Yankee was organized in 1962 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 582 megawatts electric (the
"Unit") at a site in Haddam Neck,
Connecticut.
Connecticut Yankee was issued
a full-term, Facility Operating License for
the Unit by the Nuclear Regulatory
Commission (which, together with any
successor agencies, is hereafter called
the "NRC"), which license is now stated to
expire on June 29, 2007. The Unit
has been in commercial operation since
January 1, 1968.
The Unit was
conceived to supply economic power on a cost of service
formula basis to the Purchasers.
Connecticut Yankee and
the Purchaser are
arties to a Power Contract dated as of July
1, 1964 ("Initial Power Contract").
Pursuant to the Initial Power Contract and
other similar contracts
(collectively, the "Initial Power
Contracts") between Connecticut Yankee and
the other Purchasers, Connecticut Yankee
contracted to supply to the Purchasers
all of the capacity and electric energy
available from the Unit for a term of
thirty (30) years following January 1,
1968.
Connecticut
Yankee an the Purchaser are also parties to an
Additional Power Contract, dated as of
April 30, 1984 ("Additional Power
Contract"). The Additional Power Contract and
other similar contracts
(collectively, the "Additional Power
Contracts") between Connecticut Yankee
and the other Purchasers, Connecticut
Yankee contracted to supply to the
Purchasers all of the capacity and electric
energy available from the Unit
for a term of thirty (30) years following
January 1, 1968.
Connecticut
Yankee and the Purchaser are also parties to an
Additional Power Contract, dated as of
April 30, 1984 ("Additional Power
Contract"). The Additional Power Contract and
other similar contracts
(collectively, the "Additional Power
Contracts") between Connecticut Yankee
and the other Purchasers provide for an
operative term stated to commence
on January 1, 1998 (when the Initial Power
Contracts terminate) and extending
until a date (the "End of Term Date") which
is 30 days after the later of the
date on which the last of the financial
obligations of Connecticut Yankee has
been extinguished or the date on which
Connecticut 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, for the survival of the
decommissioning cost obligation and for
the applicable provisions thereof to remain
in effect to permit final billings
of costs incurred prior to such
cancellation.
Pursuant to the
Power Contract and the Additional Power Contract, the
Purchaser is entitled and obligated to take
its entitlement percentage of the
capacity and net electrical output of the
Unit during the service life of the
Unit and is obligated to pay therefore
monthly its entitlement percentage of
Connecticut Yankee's cost of service,
including decommissioning costs, whether
or not the Unit is operated.
Connecticut
Yankee and the Purchaser are also parties to a 1987
Supplementary Power Contract, dated as of
April 1, 1987 ("1987 Supplementary
Power Contract"). The 1987 Supplementary Power
Contract and other similar
contracts (collectively, the "1987
Supplementary Power Contracts") between
Connecticut Yankee and the other Purchasers
restate and supersede earlier
Supplementary Power Contracts and
Agreements Amending Supplementary Power
Contracts between Connecticut Yankee and
the Purchasers.
Pursuant to the
1987 Supplementary Power Contracts, the
Purchasers make monthly certain
supplementary payments to Connecticut
Yankee during the terms of the Initial
Power Contracts and Additional Power
Contracts.
On December 4,
1996, the board of directors of Connecticut Yankee,
after conducting a thorough review of the
economics of continued
operation of the Unit for the remainder of
the economics of continued
operation of the Unit for the remainder of
the term of the Facility
Operating License for the Unit in light of
other alternatives available
to Connecticut Yankee and the Purchasers,
determined that the Unit
should be permanently shut down effective
December 4, 1996.
The
Purchaser concurs in that decision.
As a consequence
of the shutdown decision, Connecticut Yankee and
the Purchaser propose at this time to amend
the 1987 Supplementary Power
Contract and Additional Power Contract in
various respects in order to
clarify and confirm provisions for the
recovery under said contracts of
the full costs previously incurred by
Connecticut Yankee in providing
power from the Unit during its useful life
and of all costs of
decommissioning the Unit, including the
costs of maintaining the Unit
in a safe condition following the shutdown
and prior to its
decontamination and dismantlement.
Connecticut
Yankee and each of the other Purchasers are entering
into agreements which are identical to this
Agreement except for
necessary changes in the names of the
parties.
2. Parties' Contractual
Commitments
--------------------------------
Connecticut
Yankee reconfirms its existing contractual obligations to
protect the Unit, to maintain in effect
certain insurance and to prepare for
and implement the decommissioning of the
Unit in accordance with applicable
aws and regulations. Consistent with public safety,
Connecticut Yankee shall
use its best efforts to accomplish the
shutdown of the Unit, the protection
and any necessary maintenance of the Unit
after shutdown and the
decommissioning of the Unit in a
cost-effective manner and shall use its best
efforts to ensure that any required storage
and disposal of the nuclear fuel
remaining in the reactor at shutdown and
all spent nuclear fuel or other
radioactive materials resulting from
operating of the Unit are accomplished
consistent with public health and safety
considerations and at the lowest
practicable cost. The Purchaser reconfirms its
obligations under its Initial
Power Contract, Additional Power Contract
and 1987 Supplementary Power Contract
to pay its entitlement percentage of
Connecticut Yankee's costs as deferred
payment in connection with the capacity and
net electrical output of the Unit
previously delivered by Connecticut Yankee
and agrees that the decision to
shut down the Unit described in Section 1
hereof does not give rise to any
cancellation right under Section 9 of the
Initial Power Contract or Section 10
of the Additional Power Contract.
Except as
expressly modified by this Agreement, the provisions of the
Additional Power Contract and the 1987
Supplementary Power Contract remain in
full force and effect, recognizing that the
mutually accepted decision to shut
down the Unit renders moot those provisions
which by their terms relate solely
to continuing operation of the Unit.
3. Amendment of Payment
Provisions of Additional Power Contract
------------------------------------------------------------
and 1987
Supplementary Power Contract
-------------------------------------
A. Section 2 of the Additional
Power Contract is hereby amended by
deleting the first two paragraphs thereof
and by inserting in lieu thereof
the following.
This contract shall become effective upon receipt by the
Purchaser of notice that Connecticut Yankee has entered into
Additional Power Contracts, as contemplated by Section 1 above,
with
each of the other Purchasers. The operative term of this
contract
shall commence on such date as may be authorized by the FERC as
may
be authorized by the FERC and shall terminate on the date (the
"End
of Term Date") which is the later to occur of (i) 30 days after
the
date on which the last of the financial obligations of
Connecticut
Yankee which constitute elements of the payment calculated
pursuant
to Section 7 of this contract has been extinguished by
Connecticut
Yankee, or (ii) 30 days after the date on which Connecticut Yankee
is
finally relieved of all obligations under the last of any
licenses
(operating and/or possessory) which it now holds from, or which
may
hereafter be issued to it by, the NRC with respect to the Unit
under
applicable provisions of the Atomic Energy Act of 1954, as
amended
from time to time (the "Act").
B. The second paragraph of
Section 4 of the Additional Power Contract is
amended by deleting the phrase "Second
Supplementary Power Contracts" wherever
it appears and inserting in lieu thereof
the phrase "1987 Supplementary Power
Contracts".
C. The first paragraph of
Section 7 of the Additional Power Contract is
amended to read as follows:
With respect to each month commencing on or after the commencement
of
the operative term of
