Exhibit 10.14.5
MAINE YANKEE ATOMIC POWER
COMPANY
1997 Amendatory Agreement
This 1997 Amendatory Agreement, dated as
of August 6, 1997, is entered into by and between MAINE YANKEE
ATOMIC POWER COMPANY, a Maine corporation ("Maine Yankee" or
"Seller"), and
________________________________("Purchaser").
For good and valuable consideration, the
receipt of which is hereby acknowledged, it is agreed as
follows:
1.
Basic Understandings
Maine Yankee was organized in 1966 to
provide a 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 830 megawatts electric (the "Unit") at
a site on tidewater in the Town of Wiscasset, Maine. On June 27,
1973, Maine Yankee was issued a full-term, Facility Operating
License for the Unit by the Atomic Energy Commission (predecessor
to the Nuclear Regulatory Commission which, together with any
successor agencies, is hereafter called the "NRC "), which license
is now stated to expire on October 21, 2008. The Unit has been in
commercial operation since January 1, 1973.
The Unit was conceived to supply economic
power on a cost of service formula basis to the Purchasers. Maine
Yankee and the Purchaser are parties to a Power Contract dated as
Contract and other identical contracts (collectively, the "Power
Contracts") between Maine Yankee and the other Purchasers, Maine
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, 1973.
Maine Yankee and the Purchaser are also
parties to an Additional Power Contract, dated as of February 1,
1984 ("Additional Power Contract"). The Additional Power Contract
and other similar contracts (collectively, the "Additional Power
Contracts") between Maine Yankee and the other Purchasers provide
for an operative term stated to commence on January 2, 2003 (when
the Power Contracts terminate) and extending until a date which is
the later to occur of (i) 30 days after the date on which the last
of the financial obligations of Maine Yankee which constitute
elements of the purchase price thereunder has been extinguished by
Maine Yankee or (ii) 30 days after the date on which Maine Yankee
is finally relieved of any obligations under the last of the
licenses (operating and/or possessory) which it 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").
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 therefor monthly its entitlement percentage of Maine Yankee's
cost of service, including decommissioning costs, whether or not
the Unit is operated or whether or not net electrical output is
delivered. The Power Contracts and 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.
On August 6, 1997, the board of directors
of Maine Yankee, after conducting a thorough review 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 Maine Yankee and the Purchasers,
determined that the Unit should be permanently shut down effective
August 6, 1997. The Purchaser concurs in that decision.
As a consequence of the shutdown
decision, Maine Yankee and the Purchaser propose at this time to
amend the Power Contract and the 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 Maine 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.
Maine 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
Maine 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 laws and
regulations. Consistent with public safety, Maine 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
in compliance with the regulations of the NRC and other agencies
having jurisdiction, 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 the Power Contract and Additional
Power Contract to pay its entitlement percentage of Maine Yankee's
costs as deferred payment in connection with the capacity and net
electrical output of the Unit previously delivered by Maine 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 Power Contract or Section 10 of the Additional
Power Contract.
Except as expressly modified by this
Agreement, the provisions of the Power Contract and the Additional
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 Provisions of the Power
Contract and the Additional Power Contract .
A.
Section 2 of the Additional Power
Contract is hereby amended to delete the first two paragraphs
thereof and to insert in lieu thereof the following:
This contract shall become effective on
such date as may be authorized by the FERC after receipt by the
Purchaser of notice that Maine Yankee has entered into Additional
Power Contracts, as contemplated by Section 1 above, with each of
the other sponsors. The operative term of this contract shall
commence on the earlier of (a) the termination, cancellation or
expiration of the Power Contract or (b) January 2, 2003,
notwithstanding the fact that the useful service life of the Unit
terminated prior to that date 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
Maine Yankee which constitute elements of the purchase price
calculated pursuant to Section 7 of this contract has been
satisfied in its entirety by Maine Yankee, or (ii) 30 days after
the date on which Maine Yankee is finally relieved of any
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 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 this contract,
whether or not this contract continues fully or partially in
effect, the Purchaser will pay Maine Yankee as further deferred
payment for the capacity and output of the Unit provided to the
Purchaser by Maine Yankee prior to the permanent shutdown of the
Unit on August 6, 1997, an amount equal to the Purchaser's
entitlement percentage of the sum of (a) Maine Yankee's total fuel
costs for the month with respect to the Unit, (b) the Total
Decommissioning Costs for the month with respect to the Unit, plus
(c) Maine Yankee's total operating expenses (as hereinafter
defined) for the month with respect to the Unit, plus (d) an amount
equal to one-twelfth of the co
