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Full Doc  | 2001 |
Cap Rock Electric Cooperative, Inc. Achievement Based Compensation Contract Merger or Acquisition with Other Electric Utilities
Cap Rock Electric Cooperative, Inc. Achievement Based Compensation Contract Merger or Acquisition with Other Electric Utilities (9K)
Doc #114480: Click preview link for longer preview.
CAP ROCK ELECTRIC COOPERATIVE, INC.
ACHIEVEMENT BASED COMPENSATION CONTRACT
MERGER OR ACQUISITION WITH OTHER ELECTRIC UTILITIES
In accordance with Cap Rock Electric Cooperative, Inc.'s ("Cap Rock Electric")
Board Policy No. 143, this contract provides for calculation and payment of
incentive compensation in the form of a percentage of assets added to Cap Rock
Electric and/or Cap Rock Energy, Inc. ("Cap Rock Energy") hereinafter referred
to collectively as the "Companies" resulting from mergers with or acquisitions
of other electric utilities.
1. RESPONSIBLE INDIVIDUAL:
Ulen E. North, Jr.
2. AMOUNT OF ACHIEVEMENT BASED COMPENSATION:
The Achievement Based Compensation will be one and a half percent (1.5%)
of the total assets added to Cap Rock Electric.
3. CALCULATION OF ASSET BASIS:
The amount of total assets on which the compensation is based equals
the total of all assets acquired by Cap Rock Electric and/or Cap Rock
Energy at the time of the merger or acquisition. This applies to all
prior mergers and acquisitions since 1990, and includes the Lone
Wolf,Hunt-Collin and McCulloch acquisitions and any future mergers or
acquisitions for the next ten (10) years.
4. TERM OF ACHIEVEMENT BASED COMPENSATION:
The Achievement Based Compensation will be paid no later than two (2)
months of completion of the merger or acquisition, such merger or
acuisition being considered completed at such time as ownership of all
of the assets of an electric utility are officially transferred to and
become a part of Cap Rock Electric and/or Cap Rock Energy.
5. PAYMENT OF THE ACHIEVEMENT BASED COMPENSATION:
The Achievement Based Compensation will be paid after ownership of all
total assets of an electric utility are transferred to Cap Rock Electric
and/or Cap Rock Energy.
The Achievement Based Compensation will be paid in cash to each eligible
individual in a lump sum unless the amount exceeds $10,000.00, in which
case Cap Rock Electric will have the option to spread the payment over
as many months as necessary so that any one monthly payment does not
exceed $10,000.00 or to pay in a lump sum if the Board and the
President/CEO so decide. The lump-sum payment or series of payments, if
applicable, will
114480
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Cap Rock Energy
As referenced in this Cap Rock Electric Cooperative, Inc. Achievement Based Compensation Contract Merger or Acquisition with Other Electric Utilities:
CAP ROCK ENERGY CORP –
CAP ROCK ENERGY CORP
_____________
dt 1849223
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Full Doc | 2001 |
Agreement to Combine McCulloch and Cap Rock Electriccooperatives
Agreement to Combine McCulloch and Cap Rock Electriccooperatives (46K)
Doc #114481: Click preview link for longer preview.
STATE OF TEXAS AGREEMENT TO COMBINE
McCULLOCH AND CAP ROCK
COUNTIES OF MIDLAND AND McCULLOCH ELECTRIC COOPERATIVES
THIS AGREEMENT TO COMBINE McCULLOCH AND CAP ROCK ELECTRIC
COOPERATIVES (Agreement) is made and entered into on or as of the day of June
30, 1999, by and between CAP ROCK ELECTRIC COOPERATIVE, INC., headquartered
at Midland, Texas (hereinafter referred to as "Cap Rock" or "Cooperative"),
and McCULLOCH ELECTRIC COOPERATIVE, INC., headquartered at Brady, Texas
(hereinafter referred to as "McCulloch"), both being electric cooperatives
organized and operating under the Texas Electric Cooperative, Corporation
Act. Cap Rock and McCulloch may collectively be referred to in this Agreement
as the "Parties".
RECITALS
WHEREAS, Cap Rock has proposed that McCulloch join Cap Rock and become a
separate division (the "McCulloch Division"); and
WHEREAS, McCulloch is an electric distribution cooperative providing
electric utility service to its members within its duly certificated service
area; and
WHEREAS, Cap Rock is an electric distribution cooperative providing
electric utility service to its members within its certificated service area;
and
WHEREAS, the Board of Directors of McCulloch previously determined that it
would be in the best interest of its members to explore the possibility of
combining with another electric cooperative; and
WHEREAS, the Board of Directors of McCulloch, after
{PAGE}
determining that it would be in the best interest of its members to explore the
possibility of combining with another electric cooperative, with the aid of
advisors and consultants, developed a questionnaire to send to interested
cooperatives; and
WHEREAS, the Board of Directors of McCulloch, with the aid of management
and consultants hired to assist the Board, evaluated the responses to the
questionnaire and rated the proposals by various cooperatives to determine which
cooperative or cooperatives would be the best fit with McCulloch and the most
beneficial to combine with; and
WHEREAS, the Board of Directors of McCulloch have determined that a
combination with Cap Rock would be beneficial to the fixture well-being of
McCulloch and its members; and
WHEREAS, McCulloch and Cap Rock wish to join in order to promote economies
of scale and provide for a more efficient organization; and
WHEREAS, the combination of McCulloch and Cap Rock will strengthen the
combined organization by providing load diversity; and
WHEREAS, the combined organization would be better able to acquire a
dependable and economical supply of power; and
WHEREAS, the combination would entail McCulloch transferring all of its
assets and liabilities to Cap Rock and becoming a division of Cap Rock.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual
promises and obligations contained herein and other good and valuable
consideration, McCulloch and Cap Rock hereby
114481
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Cap Rock Energy
As referenced in this Agreement to Combine McCulloch and Cap Rock Electriccooperatives:
CAP ROCK ENERGY CORP –
CAP ROCK ENERGY CORP
_____________
dt 1849225
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Full Doc | 2001 |
Agreement to Combine Lamar County Electric Cooperative Association and Cap Rock Electric Cooperative
Agreement to Combine Lamar County Electric Cooperative Association and Cap Rock Electric Cooperative (47K)
Doc #114482: Click preview link for longer preview.
STATE OF TEXAS AGREEMENT TO COMBINE
LAMAR AND CAP ROCK
COUNTIES OF MIDLAND AND LAMAR ELECTRIC COOPERATIVES
THIS AGREEMENT TO COMBINE LAMAR COUNTY ELECTRIC COOPERATIVE
ASSOCIATION AND CAP ROCK ELECTRIC COOPERATIVE, INC. (Agreement) is made and
entered into on or as of the 28th day of October, 1999, by and between CAP
ROCK ELECTRIC COOPERATIVE, INC., headquartered at Midland, Texas (hereinafter
referred to as "Cap Rock" or "Cooperative"), and LAMAR COUNTY ELECTRIC
COOPERATIVE ASSOCIATION, headquartered at Paris, Texas (hereinafter referred
to as "Lamar"), both being electric cooperatives organized and operating
under the Texas Electric Cooperative Corporation Act. Cap Rock and Lamar may
collectively be referred to in this Agreement as the "Parties".
RECITALS
WHEREAS, Cap Rock has proposed that Lamar and its subsidiary
corporations named in Section 1.02 below, join Cap Rock and become a separate
division; and
WHEREAS, Lamar is an electric distribution cooperative providing
electric utility service to its members within its duly certificated service
area; and
WHEREAS, Cap Rock is an electric distribution cooperative providing
electric utility service to its members within its certificated service area;
and
WHEREAS, the Board of Directors of Lamar previously determined that it
would be in the best interest of its members to explore the possibility of
combining with another electric cooperative; and
WHEREAS, the Board of Directors of Lamar, after determining that it
would be in the best interest of its members to explore the possibility of
combining with another electric cooperative, with the aid of advisors and
consultants, developed a Strategic Plan and a Questionnaire with response by Cap
Rock, (incorporated herein for all purposes and attached hereto as EXHIBIT A),
to address items which must be considered in any consolidation study, and
received a response to those questions from Cap Rock Electric; and the Board of
Directors of Lamar have determined that a combination with Cap Rock would be
beneficial to the future well-being of Lamar and its members; and
WHEREAS, Lamar and Cap Rock wish to join in order to promote economies
of scale and provide for a more efficient organization; and
WHEREAS, the combination of Lamar and Cap Rock will strengthen the
combined organization by providing load diversity; and
WHEREAS, the combined organization would be better able to acquire a
dependable and economical supply of power; and
WHEREAS, the combination would entail Lamar transferring all of its
assets and liabilities to Cap Rock and becoming a division of Cap Rock.
NOW, THEREFORE, in consideration of the foregoing recitals,
114482
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Cap Rock Energy
As referenced in this Agreement to Combine Lamar County Electric Cooperative Association and Cap Rock Electric Cooperative:
CAP ROCK ENERGY CORP –
CAP ROCK ENERGY CORP
_____________
dt 1849229
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Full Doc | 2000 |
Coal Transportation Agreement
Coal Transportation Agreement (107K)
Doc #116034: Click preview link for longer preview.
COAL TRANSPORTATION
AGREEMENT
BETWEEN
LOUISIANA GENERATING, LLC
AND
THE BURLINGTON NORTHERN AND SANTA FE
RAILWAY COMPANY
AND
AMERICAN COMMERCIAL MARINE
SERVICE COMPANY
{PAGE} 2
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE I DEFINITIONS................................................. 2
ARTICLE II FILING, APPROVAL, COMMENCEMENT OF SERVICE EFFECTIVE
DATE AND TERM............................................... 5
Section 1. Term........................................................ 5
Section 2. Commencement of Service..................................... 5
A. Effective Date of Agreement........................... 5
B. Initiation of Service................................. 5
ARTICLE III LG'S COAL TENDER COMMITMENT................................. 6
Section 1. Coal Tonnage Subject to this Agreement...................... 6
Section 2. Minimum Volume Commitment................................... 6
Section 3. Volume Shortfall Payment.................................... 7
Section 4. Shipment of Processed Coal.................................. 8
Section 5. Reports..................................................... 8
ARTICLE IV CARRIERS' OBLIGATION TO TRANSPORT COAL AND PROVIDE
EQUIPMENT................................................... 8
Section 1. Transportation Obligation................................... 8
Section 2. BN Equipment Supply......................................... 9
Section 3. ACMS Equipment Supply....................................... 9
A. Equipment Supply...................................... 9
B. Requirements for Terminal............................. 9
C. Storage Capacity...................................... 9
ARTICLE V LG'S OBLIGATION TO SUPPLY EQUIPMENT........................ 10
Section 1. Supply of Equipment........................................ 10
Section 2. Car Damage................................................. 10
Section 3. Car Destruction............................................ 11
Section 4. Provision of Unloading Facilities.......................... 12
Section 5. Provision of Harbor and Shift Boat......................... 13
ARTICLE VI RAIL OPERATING AND SCHEDULING PROCEDURES................... 13
Section 1. Train Size................................................. 13
Section 2. Minimum Shipment Weight.................................... 13
Section 3. Minimum Tender............................................. 14
Section 4. Advance Notice and Loading................................. 14
Section 5. Placement and Free Time - Origin........................... 14
Section 6. Rail Car Demurrage at Terminal............................. 16
Section 7. Constructive Placement..................................... 16
Section 8. Service Commitment......................................... 17
Section 9. Routing.................................................... 19
{/TABLE}
i
{PAGE} 3
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE VII SERVICE AND MAINTENANCE.................................... 20
Section 1. Service and Maintenance of LG Railcars..................... 20
Section 2. Holding and Storage of Empty Or Loaded Unit Trains......... 22
Section 3. Weighing and Determination of Weights...................... 24
Section 4. Overloaded Car(s).......................................... 24
Section 5. Release of Crews/Removal of Locomotives.................... 25
ARTICLE VIII TERMINAL AND BARGE OPERATING PROCEDURES.................... 25
Section 1. Control of Loading and Unloading........................... 25
Section 2. Control of Service Performance............................. 25
Section 3. Notice of Barge ETA........................................ 26
Section 4. Origin Demurrage........................................... 26
Section 5. Destination Demurrage...................................... 26
Section 6. Free Time.................................................. 27
A. Alternate A - Standby Unloading...................... 27
B. Alternate B - Additional Set Of Barges Unloading..... 27
C. Alternate C - Single Barge Unloading................. 27
D. Designation of Alternates............................ 28
Section 7. Computation of Free Time................................... 28
Section 8. Adjustment for Force Majeure............................... 29
Section 9. ACMS Operating Obligations................................. 29
ARTICLE IX LG OPERATING PROCEDURES.................................... 30
Section 1. Responsibility for Unloading............................... 30
Section 2. Berthing and Mooring....................................... 30
Section 3. Excess Return Tonnage...................................... 30
ARTICLE X RATES AND RATE ADJUSTMENT.................................. 31
Section 1. Minimum Base Rate.......................................... 31
Section 2. Effective Rate............................................. 32
Section 3. Adjustment to Rates and Charges............................ 32
ARTICLE XI BILLING PROCEDURES......................................... 34
Section 1. Transportation Billing..................................... 34
Section 2. Payment.................................................... 34
Section 3. All Other Charges.......................................... 35
ARTICLE XII FORCE MAJEURE.............................................. 35
Section 1. Definition................................................. 35
Section 2. Effect of Force Majeure.................................... 36
{/TABLE}
ii
{PAGE} 4
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
----
{S} {C} {C}
ARTICLE XIII INDEMNITY AND INSURANCE.................................... 38
Section 1. Indemnity by ACMS.......................................... 38
Section 2. Indemnity by LG............................................ 38
Section 3. Insurance to be Maintained by ACMS......................... 39
ARTICLE XIV COAL LOSS AND DAMAGE....................................... 40
Section 1. Liability for Loss of Coal Transported by BN............... 40
Section 2. Liability for Loss of Coal Transported by ACMS............. 40
Section 3. General Average............................................ 41
Section 4. Disclaimer of Damages...................................... 41
Section 5. Private Carriage........................................... 42
ARTICLE XV TERMINATION................................................ 42
ARTICLE XVI ASSIGNMENT AND SUCCESSION.................................. 42
ARTICLE XVII AMENDMENT, MODIFICATION AND WAIVER......................... 43
ARTICLE XVIII MISCELLANEOUS.............................................. 44
Section 1. Subcontracting............................................. 44
Section 2. Independent Contractor..................................... 44
Section 3. Waivers and Remedies....................................... 44
Section 4. Notice..................................................... 44
Section 5. Severability, Effect of Agreement.......................... 46
Section 6. Confidentiality............................................ 46
Section 7. Representations and Warranties............................. 47
Section 8. Counterparts............................................... 48
Section 9. Remediation................................................ 48
Section 10. Construction............................................... 49
{/TABLE}
iii
{PAGE} 5
COAL TRANSPORTATION AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 22nd day of January,
1997, by and among the BURLINGTON NORTHERN AND SANTA FE RAIL COMPANY (BN), a
Delaware corporation; AMERICAN COMMERCIAL MARINE SERVICE COMPANY ("ACMS"), a
Delaware corporation; and LOUISIANA GENERATING, L.L.C. ("LG"), a Delaware
limited liability company.
W I T N E S S E T H
WHEREAS, BN is a common carrier by rail with legal authority pursuant to
49 U.S.C. Section 10709 to enter into a binding contract to provide coal
transportation services to LG; and
WHEREAS, ACMS owns and operates a coal receiving, storage and transfer
facility in St. Louis, Missouri and also owns, operates, and/or charters,
through affiliated companies, river vessels suitable for transportation of coal
on the Mississippi River; and
WHEREAS, LG intends to purchase and operate the Big Cajun No. II
steam-electric generating plant and coal unloading dock, located at
approximately Mile 263 AHP near New Roads, Louisiana (the "LG Power Plant")
pursuant to the Asset Purchase Agreement as hereinafter defined; and
WHEREAS, LG will require large quantities of coal for the operation of
the LG Power Plant; and
WHEREAS, BN and ACMS have been the sole suppliers of transportation of
coal for the LG Power Plant under long term arrangements with the prior operator
of Big Cajun No. II commencing in 1979; and
{PAGE} 6
WHEREAS, LG, BN and ACMS all desire that BN and ACMS continue to transport
for LG pursuant to the terms of this Agreement certain tonnages of coal from
mines in the Wyoming Powder River Basin to the LG Power Plant, and BN and ACMS
are willing to provide such transportation; and
WHEREAS, pursuant to Cajuns Chapter 11 Case Number 94-11474 pending before
the United States Bankruptcy Court for the Middle District of Louisiana (the
"Chapter 11 Proceeding") and LG's planned purchase of the LG Power Plant and
related assets from Cajun Electric Power Cooperative, Inc., BN and ACMS have
each agreed to renegotiate their respective long-term arrangements on amended
terms set forth in this Agreement in order to continue to supply, on a joint
basis, all coal transportation requirements for the LG Power Plant.
NOW, THEREFORE, in consideration of the premises, the mutual covenants
herein set forth, and other good and valuable consideration, the receipt of
which is hereby acknowledged, the parties do hereby agree as follows:
ARTICLE I
DEFINITIONS
-----------
The following terms shall have the following meanings for purposes of this
Agreement:
"AAR" shall mean the Association of American Railroads.
"AAR Interchange Rules" shall mean the rules set out in the Field
Manual and Office Manual of the Interchange rules adopted by the AAR, as amended
from time to time.
"Agreement" shall have the meaning set forth in the premises clause.
116034
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NRG Energy
As referenced in this Coal Transportation Agreement:
NRG Energy, Inc. – PAGE} 7
"Asset Purchase Agreement" shall mean the Amended and Restated Asset
Purchase and Reorganization Agreement among LG, the Trustee and, as to certain
specific sections of the Agreement only, NRG Energy, Inc. , Zeigler Coal Holding
Company and Southern Electric International, Inc., as of September 30, 1996, as
the same may be amended from time to time.
"Cajun" shall mean Cajun Electric
_____________
NRG Energy, Inc. – express
delivery, with all necessary postage and charges fully prepaid and delivery
verified, and addressed to the party to whom directed at its specified address:
{TABLE}
{S} {C}
To LG: NRG Energy, Inc.
1221 Nicolett Mall, Suite 700
Minneapolis, MN 55403
Attention: Vice President, U.S. Business Development
Zeigler Coal Holding Company
50 Jerome Lane
Fairview Heights, Illinois 62208
Attention: Alan D.
_____________
NRG ENERGY, INC. – ATTEST: BY: /s/ Daniel J. Marquitz
_________________________________
/s/ [illegible] ITS: Senior Vice President
______________________________ ________________________________
LOUISIANA GENERATING LLC
BY: ZENERGY, INC.
BY: /s/ Alan D. Williams
______________________________
ITS: President
BY: NRG ENERGY, INC.
BY: /s/ Craig A. Mataczynski
______________________________
ITS: Member
BY: SOUTHERN ENERGY CAJUN, INC.
BY: /s/ G.J. Kubick
______________________________
ITS: Vice President
{/TABLE}
51
_____________
dt 1333451
;
NRG Energy
As referenced in this Coal Transportation Agreement:
NRG Energy, Inc. – PAGE} 7
"Asset Purchase Agreement" shall mean the Amended and Restated Asset
Purchase and Reorganization Agreement among LG, the Trustee and, as to certain
specific sections of the Agreement only, NRG Energy, Inc. , Zeigler Coal Holding
Company and Southern Electric International, Inc., as of September 30, 1996, as
the same may be amended from time to time.
"Cajun" shall mean Cajun Electric
_____________
NRG Energy, Inc. – express
delivery, with all necessary postage and charges fully prepaid and delivery
verified, and addressed to the party to whom directed at its specified address:
{TABLE}
{S} {C}
To LG: NRG Energy, Inc.
1221 Nicolett Mall, Suite 700
Minneapolis, MN 55403
Attention: Vice President, U.S. Business Development
Zeigler Coal Holding Company
50 Jerome Lane
Fairview Heights, Illinois 62208
Attention: Alan D.
_____________
NRG ENERGY, INC. – ATTEST: BY: /s/ Daniel J. Marquitz
_________________________________
/s/ [illegible] ITS: Senior Vice President
______________________________ ________________________________
LOUISIANA GENERATING LLC
BY: ZENERGY, INC.
BY: /s/ Alan D. Williams
______________________________
ITS: President
BY: NRG ENERGY, INC.
BY: /s/ Craig A. Mataczynski
______________________________
ITS: Member
BY: SOUTHERN ENERGY CAJUN, INC.
BY: /s/ G.J. Kubick
______________________________
ITS: Vice President
{/TABLE}
51
_____________
dt 1333943
;
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AAR
As referenced in this Coal Transportation Agreement:
Association of American Railroads. – terms shall have the following meanings for purposes of this
Agreement:
"AAR" shall mean the Association of American Railroads.
"AAR Interchange Rules" shall mean the rules set out in the Field
Manual and
_____________
dt 84643
;
Louisiana Generating LLC
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| Preview
Full Doc | 2000 |
Transportation Agreement
Transportation Agreement (59K)
Doc #116100: Click preview link for longer preview.
THE BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY
TRANSPORTATION AGREEMENT BNSF-C-12221
This Agreement made pursuant to 49 U.S.C. Section 10709 between THE
BURLINGTON NORTHERN AND SANTA FE RAILWAY COMPANY, (hereinafter referred to
as "BNSF"), and OTTER TAIL POWER COMPANY (hereinafter referred to as "OTP").
WHEREAS, OTP owns and operates a stream electric generating plant
described herein, known as the Hoot Lake Steam Plant (as defined
hereinafter); and BNSF is a common carrier by rail with railroad track
extending from coal mines in Wyoming and Montana to the vicinity of Hoot Lake
Steam Plant; and
WHEREAS, OTP desires BNSF to transport, and BNSF desires to transport
for OTP, pursuant to the terms of this Agreement, certain tonnage of coal in
Unit Trains to Hoot Lake Steam Plant;
NOW, THEREFORE, in consideration of the premises and the agreements and
conditions which hereinafter follow, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
Actual Placement: When a Unit Train arrives at the Origin Mine's or
Destination's designated notification point (as described in the BNSF
timetable) and the Train crew has requested loading instructions or
unloading car placement instructions.
Adjusted Rate: The Base Rate specified in Section 4 herein, plus all
increases and decreases made pursuant to Section 5 herein, applicable in
determining the Effective Rate.
Base Rate: The rate as set forth in Section 4 of this Agreement, expressed
in United States dollars, cents per net Ton applicable to the transportation
of Coal from Mine Origin(s) to Destination.
Bunching Time, Train Bunching or Bunching: When a Unit Train arrives at or
attempts to arrive at Origin or Destination and another Unit Train (or Unit
Trains) occupies the Origin or Destination which prevents the Actual
Placement for loading or unloading of the Unit Train for a period of one
hour or more, not due to any cause attributable to BNSF (the "Bunched Unit
Train"). Bunching shall be accounted for by BNSF's computer train records
and BNSF's Coal Desk logs. Bunching time may or may not include time in
which a train is under Constructive Placement.
Coal: That mineral substance, untreated except for additives used to reduce
freezing or dusting problems and currently designated as STCC Code 11212 by
the Association of American Railroads.
Coal Cars or Cars: Open-top, bottom dump, coal railroad cars having a net
capacity of approximately 100 Tons per car, supplied by OTP, or temporarily
substituted by BNSF, suitable for use in Unit Train service between Origin
and Destination. Said Coal Cars must comply with the Field Manual of
Interchange Rules and Office Manual of the Interchange Rules adopted by the
Association of American Railroads ("AAR Interchange Rules") presently in
effect and as they may be changed hereafter from time to time. Said Coal
Cars must comply with any rules and regulations of the Federal Railroad
Administration applicable to such Coal Cars.
*
Declared Annual Volume: The total annual tonnage volume, equal to or above
the Minimum Annual Volume, declared by OTP by October 1 of the preceding
calendar year that OTP intends to tender for transport under the terms
specified herein in a given calendar year.
CONFIDENTIAL CONTRACT BNSF-C-12221
Page l of 15
07/15/1999 at 1:56 PM
Destination: Hoot Lake Steam Plant (hereafter referred to as "Hoot Lake")
located near Fergus Falls, MN.
Effective Rate: The annually Adjusted Rate specified in Section 4 and
Section 5 herein, or the Base Rate, whichever is greater, and applicable to
the transportation of Coal on the date the loaded Train is released to BNSF
for transport to Destination pursuant to this Agreement.
Free Time: The time allowed for a Unit Train to load or unload free of train
detention charges. Free Time may be extended under conditions described in
this Agreement.
Loading Facility: All equipment necessary for loading of Trains at Origins
including; rail track, raw Coal hopper, crusher, storage/load-out silos, and
conveyor systems.
Minimum Annual Volume: * Tons of coal in each calendar year during the term
of this Agreement, subject to adjustment due to Force Majeure pursuant to
the terms of this Agreement).
Origin(s), Mine(s) or Mine Origin(s): The Coal Unit Train Loading Facilities
located at the mines identified in Subsection 3(A) of this Agreement.
Route of Movement: The BNSF rail route of loaded and empty Trains moving
pursuant to this Agreement from or to any Wyoming or Montana Mine Origins
specified in Subsection 3(A) through Huntley, MT, to or from Destination.
STB: The Surface Transportation Board or its successor agency or body having
the same or similar jurisdiction over rail common carriers operating in
interstate commerce.
Ton: A ton of 2,000 pounds avoirdupois.
Tender: An offer by OTP or its mine operator to BNSF of Coal loaded in a Unit
Train and ready for movement from one Origin to one Destination pursuant to
the terms of this Agreement.
Train or Unit Train or Train Set: A specialized train consisting of a
specified number of Coal Cars furnished as a unit for shipment from one
Origin to one Destination on one bill of lading at one time.
Unloading Facility: All equipment necessary for unloading of Trains at
Destination including: railroad track; dumper, including feeders and hopper;
and dumper conveyors.
116100
|
Otter Tail
As referenced in this Transportation Agreement:
OTTER TAIL CORP –
OTTER TAIL CORP
_____________
dt 1852545
;
|
AAR
As referenced in this Transportation Agreement:
Association of American Railroads. – to reduce
freezing or dusting problems and currently designated as STCC Code 11212 by
the Association of American Railroads.
Coal Cars or Cars: Open-top, bottom dump, coal railroad cars having a net
_____________
Association of American Railroads – Field Manual of
Interchange Rules and Office Manual of the Interchange Rules adopted by the
Association of American Railroads ("AAR Interchange Rules") presently in
effect and as they may be changed hereafter from
_____________
Association of American
Railroads – at least five spare Coal Cars suitable for interchange
under Interchange Rules adopted by the Association of American
Railroads for each Unit Train Tendered, for use by BNSF in accordance
with the terms of
_____________
Association of American
Railroads – Field Manual of Interchange Rules and Office Manual
of the Interchange Rules adopted by the Association of American
Railroads ("AAR Interchange Rules") presently in effect and as they
may be changed hereafter from
_____________
dt 84644
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Full Doc | 2000 |
Application of Peco, Comed & Amergen to NRC
Application of Peco, Comed & Amergen to NRC (97K)
Doc #118684: Click preview link for longer preview.
July 7, 2000
U.S. Nuclear Regulatory Commission
ATTN: Document Control Desk
Washington, DC 20555-0001
Peach Bottom Atomic Power Station, Units 1, 2, and 3
Facility Operating License Nos. DPR-12, DPR-44 and DPR-56
NRC Docket Nos. 50-171, 50-277, and 50-278
------------------------------------------
Limerick Generating Station, Units 1 and 2
Facility Operating License Nos. NPF-39 and NPF-85
NRC Docket Nos. 50-352 and 50-353
---------------------------------
Salem Generating Station, Units 1 and 2
Facility Operating License Nos. DPR-70 and DPR-75
NRC Docket Nos. 50-272 and 50-311
---------------------------------
Subject: Application for Indirect License Transfers
References: (1) PECO Energy letter, Application for License Transfers and
Conforming Administrative License Amendments, dated December
20, 1999
(2) PECO Energy letter, Additional Information Regarding
Application for License Transfers and Conforming
Administrative License Amendments, dated March 10, 2000
(3) PECO Energy letter, Response to Request for Additional
Information Regarding Application for License Transfers and
Conforming Administrative License Amendments, dated March 23,
2000
(4) PECO Energy letter, Additional Information Regarding
Application for License Transfers and Conforming
Administrative License Amendments, dated June 15, 2000
Dear Sir/Madam:
Pursuant to 10 CFR 50.80, "Transfer of Licenses," PECO Energy Company (PECO)
requests NRC consent to the indirect transfer, on an interim basis, of PECO's
Facility Operating Licenses for Peach Bottom Atomic Power Station, Units 1, 2,
and 3; Limerick Generating Station, Units 1 and 2; and Salem Generating Station,
Units 1 and 2. The indirect transfer would result from the
118684
|
Exelon
As referenced in this Application of Peco, Comed & Amergen to NRC:
EXELON CORP –
EXELON CORP
_____________
dt 1849333
;
|
 Morgan Lewis
As referenced in this Application of Peco, Comed & Amergen to NRC:
Morgan, Lewis – Desk - 61B-5
DAC - 61B-5
K.A. Ainger - Commonwealth Edison Company
J.E. Matthews - Morgan, Lewis & Bockius LLP
{PAGE}
Indirect License Transfers
July 7, 2000
Page 6
COMMONWEALTH OF PENNSYLVANIA :
:
Morgan, Lewis – l)
E.J. Cullen - MOB, S23-1
G.B. Rambold - 62A-I
J.E. Matthews - Morgan, Lewis & Bockius LLC
{PAGE}
COMMONWEALTH OF PENNSYLVANIA :
: ss
COUNTY OF YORK :
AFFIDAVIT
Joseph J. Hagan,
dt 32426
|
| Preview
Full Doc | 2001 |
Joint Application for Approval of Merger
Joint Application for Approval of Merger (291K)
Doc #122443: Click preview link for longer preview.
The Honorable David P. Boergers
Secretary
Federal Energy Regulatory Commission
888 First Street, N.E.
Washington, D.C. 20426
Re: Joint Application of Niagara Mohawk Holdings, Inc. and National
Grid USA For Approval of Merger and Related Authorizations Docket
No. EC01-_____-000
Dear Secretary Boergers:
Enclosed for filing, pursuant to Section 203 of the Federal Power Act and
Part 33 of the Commission's regulations, please find an original and eight (8)
copies of the above referenced Application. The filing consists of the
following:
Volume I:
Application
Exhibit A. Franchise Information
Exhibit C. Organizational Charts
Exhibit F. Description and Location of Customers
Exhibit G. Description of Jurisdictional Facilities
Exhibit I. Merger Agreement
Exhibit K. Maps
Attachment 1 Accounting Narrative
Corporate Verifications
Volume II:
Attachment 2 Declaration of Dr. Henry Kahwaty and
Supporting Work Papers
{PAGE}
The Honorable David P. Boergers
February 1, 2001
Page 2
Also submitted for filing, in accordance with the Commission's regulations,
is a diskette containing a Notice of Filing suitable for publication in the
Federal Register. Additionally, for use by the Federal Energy Regulatory
Commission, please find enclosed a CD ROM containing back-up data used by Dr.
Kahwaty in preparing his declaration.
Applicants have served copies of the filing on the state commissions of
Massachusetts, New Hampshire, New York, Rhode Island, and Vermont.
Four additional copies of this filing are enclosed to be date-stamped and
returned to our messenger. If there are any questions, please contact us at the
below number. Thank you for your assistance in this matter.
Respectfully submitted,
Edward Berlin
Steven J. Agresta
Kenneth G. Jaffe
Stephen C. Palmer
Sara C. Weinberg
Swidler Berlin Shereff Friedman, LLP
3000 K Street, NW, Suite 300
Washington, DC 20007-5116
(202) 424-7500
Attorneys for Applicants
Enclosures
{PAGE}
CERTIFICATE OF SERVICE
I, Sara C. Weinberg, certify that I have this day served the foregoing
Joint Application of Niagara Mohawk Holdings, Inc. and National Grid USA For
Approval of Merger and Related Authorizations by first-class mail, postage
pre-paid on the entities set forth on the attached service list.
Dated at Washington, DC this 1st day of February, 2001.
-------------------------------
Sara C. Weinberg Swidler
Berlin Shereff Friedman,
LLP 3000 K Street, NW,
Suite 300 Washington, DC
20007-5116 (202) 424-7849
{PAGE}
UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION
NIAGARA MOHAWK HOLDINGS, INC. ) Docket No. EC01-___
NATIONAL GRID USA )
JOINT APPLICATION OF NIAGARA MOHAWK HOLDINGS, INC.
AND NATIONAL GRID USA
FOR APPROVAL OF MERGER AND RELATED WAIVERS AND AUTHORIZATIONS
VOLUME I
APPLICATION, EXHIBITS, ATTACHMENT 1, AND VERIFICATIONS
Gary J. Lavine Thomas G. Robinson
Senior Vice President and Chief Legal Officer Deputy General Counsel
Niagara Mohawk Holdings, Inc. National Grid USA
300 Erie Boulevard West 25 Research Drive
Syracuse, New York 13202 Westborough, MA 01582
Telephone: (315) 428-6947 Telephone: (508) 389-2877
Facsimile: (315) 428-5746 Facsimile: (508) 389-2463
Edward Berlin
Steven J. Agresta
Kenneth G. Jaffe
Stephen C. Palmer
Sara C. Weinberg
Swidler Berlin Shereff Friedman, LLP
3000 K Street, NW, Suite 300
Washington, DC 20007-5116
Telephone: (202) 424-7500
Facsimile: (202) 424-7643
Attorneys for Applicants
Dated: February 1, 2001
{PAGE}
UNITED STATES OF AMERICA
BEFORE THE
FEDERAL ENERGY REGULATORY COMMISSION
NIAGARA MOHAWK HOLDINGS, INC. ) Docket No. EC01-___
NATIONAL GRID USA )
JOINT APPLICATION OF NIAGARA MOHAWK HOLDINGS, INC.
AND NATIONAL GRID USA
FOR APPROVAL OF MERGER AND RELATED WAIVERS AND AUTHORIZATIONS
I. INTRODUCTION
Pursuant to Section 203 of the Federal Power Act ("FPA"),/1 and Part 33 of
the Federal Energy Regulatory Commission's (the "Commission's") Regulations,/2
as amended by Order No. 642,/3 Niagara Mohawk Holdings, Inc. ("Niagara Mohawk
Holdings"), on behalf of its jurisdictional subsidiaries and their affiliates,/4
and National Grid USA, on behalf of its jurisdictional subsidiaries and their
affiliates,/5 (hereinafter referred to as "Applicants") hereby respectfully
request that the Commission approve and grant related waivers or authorizations
with respect to the indirect change in control over jurisdictional assets of
----------
/1/ 16 U.S.C.ss.824b (2000).
/2/ 18 C.F.R.ss.ss.33.1 et seq. (2000).
/3/ Revised Filing Requirements Under Part 33 of the Commission's Regulations,
93 FERC P. 61,164 (2000) ("Order No. 642").
/4/ Niagara Mohawk Holdings owns the following jurisdictional subsidiaries:
Niagara Mohawk Power Corporation ("NMPC") and Niagara Mohawk Energy Marketing,
Inc. ("NMEM"), and indirectly owns a 50 percent non-controlling interest in
Canadian Niagara Power Company, Limited ("CNP, Ltd.").
/5/ National Grid USA owns the following jurisdictional subsidiaries: New
England Power Company ("NEP"), Massachusetts Electric Company ("Massachusetts
Electric"), The Narragansett Electric Company ("Narragansett"), New England
Electric Transmission Corporation, New England Hydro-Transmission Corporation,
and New England Hydro-Transmission Electric Company, Inc.
----------
1
{PAGE}
NMPC, NMEM, CNP, Ltd., NEP, Massachusetts Electric, Narragansett, New England
Electric Transmission Corporation, New England Hydro-Transmission Corporation,
and New England Hydro-Transmission Electric Company, Inc., that will occur as a
result of the acquisition of Niagara Mohawk Holdings by New National Grid
Limited ("Newco"),/6 through the transaction described below (hereinafter
referred to as the "Merger")./7 As a result of the Merger, Niagara Mohawk
Holdings, NMPC, and NMEM will become indirect, wholly-owned subsidiaries of
Newco./8
In addition, because Applicants plan to "push down" the acquisition premium
generated by the Merger and allocate it among NMPC and its affiliates,
Applicants request limited authorization to pay dividends out of paid-in-capital
accounts and before the amortization of the acquisition premium. Without such
relief, the ability of NMPC to pay dividends could be impaired as a result of
the Merger, even though the transaction will improve NMPC's and its affiliates'
financial positions. The Application includes proposed dividend restriction
commitments to assure that no exploitation or threat to the financial integrity
of Applicants will result from the payment of dividends as requested.
This Application includes all the information and exhibits required by
Part 33 of the Commission's Regulations as amended by the Commission's Order No.
642. As demonstrated in detail in this Application, the Merger easily satisfies
the criteria established by the Commission to determine whether transactions of
----------
/6/ As a result of the "Scheme of Arrangement" described below, just prior to
the acquisition Newco will become the top holding company of The National Grid
Group plc ("National Grid").
/7/ While not applicants, Newco and National Grid join this Application for
purposes of supporting the approvals sought by the Applicants.
/8/ As a result of the Merger, Newco will indirectly own a 50 percent interest
in CNP, Ltd.
2
{PAGE}
the kind proposed here are consistent with the public interest:
1. The Merger will not adversely affect competition in any market, as it
does not raise either horizontal or vertical market power concerns,
nor will it create barriers to entry into any relevant market. Because
each Applicant has divested most of its generating capacity, their
merger will have minimal impacts on competition. In addition, each
Applicant is committing to participate in a Commission-approved
Regional Transmission Organization ("RTO").
2. The Merger will not adversely affect customers' rates, as Applicants'
limited wholesale power sales are subject to prices and rates
established in contracts or the pricing of the relevant Independent
System Operator ("ISO"), their transmission customers take service
pursuant to regional tariffs, and Applicants commit to hold their
wholesale power and transmission customers harmless from
merger-related costs absent specific regulatory approval to recover
such costs.
3. The Merger will not impair the effectiveness of regulation, as
Applicants commit to abide by the Commission's policy regarding
intra-corporate transactions, and each state commission that currently
has authority over NMPC and National Grid USA's subsidiaries will
continue to have authority over the rates, services, and operations of
those companies./9
Accordingly, the Applicants respectfully request the Commission approve
----------
/9/ Section III.D of this Application includes a summary of the commitments that
Applicants offer in support of the Application's prompt approval without an
evidentiary hearing.
----------
3
{PAGE}
this Application expeditiously, without condition, modification or evidentiary,
trial-type hearing. If, however, the Commission cannot approve the Merger as
proposed, the Applicants request the Commission to identify specifically any
measures or conditions that, if taken or agreed to by the Applicants, would
render an evidentiary hearing unnecessary. This procedure was employed in Ohio
Edison Company, et al., 80 FERC P. 61,039, at 61,107-08 (1997); see also
Allegheny Energy, Inc., et al., 84 FERCP. 61,223, at 62,073 (1998).
II. REQUEST FOR WAIVER OF CERTAIN REQUIREMENTS PURSUANT TO THE ISSUANCE OF
ORDER NO. 642
On November 15, 2000, the Commission issued Order No. 642, which updates
the filing requirements under Part 33 of the Commission's Regulations that are
applicable to public utility mergers such as the transaction proposed by
Applicants. In revising Part 33, Order No. 642 eliminates certain filing
requirements that were previously applicable to merger applicants, and modifies
the requirements set forth in the Commission's Merger Policy Statement./10
Applicants understand that Order No. 642 may have been suspended pursuant to the
Executive Order issued on January 20, 2001, on behalf of President George W.
Bush. This Application nevertheless complies with the requirements adopted in
Order No. 642, as they embody the information and materials the Commission has
deemed necessary to evaluating whether a merger is in the public interest.
Accordingly, Applicants respectfully request waiver of certain of the
requirements of Part 33 of the Commission's Regulations as they are inconsistent
with the revised requirements set forth in Order No. 642. Specifically,
Applicants seek waiver of the following exhibits and information required by
----------
10/ See supra n.3; Inquiry Concerning the Commission's Merger Policy Under the
Federal Power Act: Policy Statement, Order No. 592, Docket No. RM96-6-000, 61
Fed. Reg. 68,595 (Dec. 30, 1996), III FERC Stats. & Regs., Regulations
PreamblesP. 31,044, reconsideration denied, 79 FERCP. 61,321 (1997) ("Merger
Policy Statement").
----------
4
{PAGE}
Part 33 of the Commission's Regulations as currently effective: Section 33.2(g)
(a statement of the cost of facilities involved in the merger); Exhibit A
(copies of all resolutions of directors authorizing the merger); Exhibit C
(Balance sheets and supporting plant schedules for the 12 month period); Exhibit
D (a statement of all known contingent liabilities); Exhibit E (Income statement
for the most recent 12 month period, on an actual and pro forma basis); Exhibit
F (an analysis of retained earnings); and Exhibit G (a copy of all applications
filed with other regulatory bodies in connection with the merger). Waiver of
these requirements is appropriate in light of Order No. 642 and the Commission's
determination that such requirements are no longer relevant to the Commission's
examination of mergers.
Applicants also seek waiver of Section 33.8 of Part 33 of the Commission's
Regulations, as revised by Order No. 642, as Applicants' market power analysis
does not rely upon the data specified in paragraphs (b), (c), (d), (e), and (f)
of Section 33.3, and paragraphs (b), (c), (d), and (e) of Section 33.4. Further,
Applicants request any other waiver necessary or appropriate to allow this
Application to be accepted for filing and granted.
III. EXECUTIVE SUMMARY
The Applicants believe that the Merger easily satisfies the applicable
public interest standard under Section 203 of the FPA. The Merger involves the
combination of two public utility holding company systems which have been
industry leaders in the restructuring of vertically integrated companies,
specifically through the divestiture of generation and the focus on independent
ownership and operation of transmission, distribution, and related
infrastructure facilities. Through their public utility subsidiaries, both
Niagara Mohawk Holdings and National Grid USA are major providers of electric
5
{PAGE}
transmission and distribution services in the Northeast. Further, the active
leadership and involvement of both holding company systems have led to the
development of ISOs in the Northeast, specifically the New York Independent
System Operator, Inc. ("NYISO") and ISO New England, Inc. ("ISO-NE"), and will
lead to the establishment of RTOs in the Northeast.
The post-Merger combined system will benefit from efficiencies and
administrative opportunities due to economies of scale and scope, as well as
from the complementary talents and resources of National Grid, which is the sole
provider of electric transmission services in England and Wales. Through
enhanced resources and capabilities, the merged company will be better
positioned to provide reliable and efficient transmission and distribution
service, and better able to take advantage of other business opportunities in
the United States and abroad.
Included in the Application are the required exhibits, as well as a
declaration of Dr. Henry J. Kahwaty, an economist and Principal with LECG,
demonstrating that the Merger will not adversely affect competition. The
Application shows that the Merger is in the public interest, satisfying each of
the three tests established in the Merger Policy Statement and adopted in Order
No. 642: (1) it does not adversely affect competition in any market; (2) it does
not adversely affect customers' rates; and (3) it does not impair the
effectiveness of regulation.
A. The Merger Will Not Adversely Affect Competition.
The Merger will not have an adverse effect on competition. Dr. Kahwaty
explains that the Merger does not raise either horizontal or vertical market
power concerns. Dr. Kahwaty concludes, taking into account only the generation
divestitures that have already been completed and based on a series of very
122443
|
Allegheny Energy
As referenced in this Joint Application for Approval of Merger:
Allegheny Energy, Inc – the Applicants, would
render an evidentiary hearing unnecessary. This procedure was employed in Ohio
Edison Company, et al., 80 FERC P. 61,039, at 61,107-08 (1997); see also
Allegheny Energy, Inc ., et al., 84 FERCP. 61,223, at 62,073 (1998).
II. REQUEST FOR WAIVER OF CERTAIN REQUIREMENTS PURSUANT TO THE ISSUANCE OF
ORDER NO. 642
On November 15, 2000,
_____________
dt 1558562
;
Calpine
As referenced in this Joint Application for Approval of Merger:
Calpine Corp. – Development, LLC April 2002 1,500
Connecticut Killingly PG & E Summer 2001 792
Milford PDC - El Paso, LLC Summer 2001 544
Wallingford PPL Global Summer 2001 250
Rhode Island Tiverton Calpine Corp. & Energy Management, Inc. Unknown 265
Unknown Houston Industries Power Generation Unknown 500
New Hampshire Newington Newington Energy, LLC & ConEd 2002 525
Londonderry AES Corporation Summer 2002 720
Maine Westbrook
_____________
Calpine Corp. – Corp. & Energy Management, Inc. Unknown 265
Unknown Houston Industries Power Generation Unknown 500
New Hampshire Newington Newington Energy, LLC & ConEd 2002 525
Londonderry AES Corporation Summer 2002 720
Maine Westbrook Calpine Corp. Spring 2001 545
Berwick Industry & Energy Group Spring 2002 500
Total Capacity (MW) 8,581
{/TABLE}
Note:
*This plant is being upgraded, and the 170 MW represents the increase
_____________
dt 1545527
;
|
Connecticut L&P
As referenced in this Joint Application for Approval of Merger:
Connecticut Light & Power – 26 The Applicants are
----------
26/ These interties, collectively known as the NYISO/ISO-NE Interface, consist
of: (1) a 345 kV intertie between Connecticut Light & Power Company ("CL&P") in
NEPOOL and Consolidated Edison, Inc. in NYISO (Long-Mountain-Pleasant Valley
#398); (2) a 345 kV intertie between
_____________
dt 125976
;
Consolidated
As referenced in this Joint Application for Approval of Merger:
Consolidated Edison, Inc. – Applicants are
----------
26/ These interties, collectively known as the NYISO/ISO-NE Interface, consist
of: (1) a 345 kV intertie between Connecticut Light & Power Company ("CL&P") in
NEPOOL and Consolidated Edison, Inc. in NYISO (Long-Mountain-Pleasant Valley
#398); (2) a 345 kV intertie between Western Massachusetts Electric Company in
NEPOOL and NMPC in NYISO (Berkshire-Alps #393); (3) a 230
_____________
Consolidated Edison, Inc. – to competition.
45. Given the very limited baseload energy resources available to Niagara
Mohawk Holdings and National Grid, I have employed a truncated version
----------
37/ Final Rule at 39, citing, Consolidated Edison, Inc. and Northeast Utilities,
92 FERCP. 61,014 (2000) (ConEd/NU) and Energy East Corp. and CMP Group, 91
FERCP. 61,001 (2000) (Energy East/CMP).
----------
27
{PAGE}
of the
_____________
dt 1330176
;
More... |
| Preview
Full Doc | 2002 |
Series A Loan and Trust Agreement
Series A Loan and Trust Agreement (366K)
Doc #122961: Click preview link for longer preview.
SERIES A LOAN AND TRUST AGREEMENT
among
BUSINESS FINANCE AUTHORITY OF
THE STATE OF NEW HAMPSHIRE
and
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
and
STATE STREET BANK AND TRUST COMPANY, as Trustee
Dated as of October 1, 2001
Providing for the Issue of:
$89,250,000 Business Finance Authority
of the State of New Hampshire
Pollution Control Revenue Bonds
(Public Service Company of New Hampshire Project - 2001 Tax-Exempt Series A)
Auction Rate Securities Dated the Date of Delivery
{PAGE}
TABLE OF CONTENTS
{TABLE}
{S} {C}
ARTICLE I. INTRODUCTION AND DEFINITIONS 1
Section 101. Description of the Agreement and the Parties 1
Section 102. Definitions 2
(a) Words 2
(b) Number and Gender 6
(c) Use of Examples 6
ARTICLE II. LOAN OF BOND PROCEEDS; THE ASSIGNMENT AND PLEDGE 6
Section 201. Loan of Bond Proceeds; Issue of First Mortgage Bonds 6
Section 202. Assignment and Pledge of the Authority 7
Section 203. Further Assurance 7
Section 204. Defeasance 7
ARTICLE III. THE BORROWING 8
Section 301. The Bonds 8
(a) Details of the Bonds 8
(b) Form of Bonds 9
(c) Replacement of Bonds 18
(d) Registration of Bonds in the Book-Entry Only System 18
(e) Interest on Overdue Principal 20
(f) Cancellation and Destruction of Bonds 20
Section 302. Application of Bond Proceeds 21
Section 303. Bond Fund 21
Section 304. Application of Moneys 22
{/TABLE}
-i-
{PAGE}
{TABLE}
{S} {C}
Section 305. Payments by the Company 22
(a) Debt Service 22
(b) Additional Payments 22
(c) Unclaimed Moneys 22
(d) Rebate 23
(e) Purchase Price 23
Section 306. Unconditional Obligation 23
Section 307. Redemption of the Bonds 24
(a) Optional Redemption 24
(b) Reserved 24
(c) Mandatory Taxability Redemption 24
(d) Notice to the Trustee 25
(e) Payment of Redemption Price and Accrued Interest 25
(f) Notice of Redemption 25
Section 308. Investments 25
Section 309. Tax Status of Bonds 27
Section 310. Paying Agent 28
Section 311. Payment Procedure Pursuant to Bond Insurance Policy 30
Section 312. The Bond Insurer 32
ARTICLE IV. SPECIAL PROVISIONS RELATING TO AUCTION RATE SECURITIES 32
Section 401. Definitions 32
Section 402. Orders by Existing Owners and Potential Owners 38
{/TABLE}
-ii-
{PAGE}
{TABLE}
{S} {C}
Section 403. Submission of Orders by Broker-Dealers to Auction Agent 40
Section 404. Determination of Auction Rate 42
Section 405. Allocation of Bonds 43
Section 406. Notice of Auction Rate 45
Section 407. Auction Index 46
Section 408. Miscellaneous Provisions Regarding Auctions 47
Section 409. Changes in Auction Period or Auction Date. 48
Section 410. Auction Agent 49
Section 411. Qualifications of Auction Agent; Resignation; Removal 49
Section 412. Conversion 49
Section 413. Credit Ratings 51
Section 414. Mandatory Tender 51
(a) Agreement to Tender 51
(b) Purchase of Tendered Bonds 51
ARTICLE V. SPECIAL PROVISIONS RELATING TO VARIABLE RATE AND FIXED RATE
MODES 52
Section 501. Definitions 52
Section 502. Medium, Method and Place of Payment and Dating of Bonds 59
Section 503. Payment of Principal and Interest of Bonds; Acceptance of
Terms and Conditions 59
Section 504. Calculation and Payment of Interest; Change in Mode; Maximum
Rate 60
Section 505. Determination of Flexible Rates and Interest Periods During
Flexible Mode 61
Section 506. Determination of Interest Rates During the Daily Mode and
the Weekly Mode 61
Section 507. Determination of Term Rates and Fixed Rates 61
{/TABLE}
-iii-
{PAGE}
{TABLE}
{S} {C}
(a) Term Rates 62
(b) Fixed Rates 62
Section 508. Alternate Rates 62
Section 509. Changes in Mode 63
(a) Changes to Modes Other Than Fixed Rate Mode 63
(b) Change to Fixed Rate Mode 65
(c) Failure to Satisfy Conditions Precedent to a Mode Change 66
(d) Recission of Election 66
Section 510. Optional Redemption of Flexible Rate Bonds 67
Section 511. Optional Redemption of Bonds in the Daily Mode or the Weekly
Mode 67
Section 512. Optional Redemption of Bonds in the Term Rate or the Fixed
Rate Mode 67
Section 513. Optional Tenders of Bonds in the Daily Mode or the Weekly
Mode 68
Section 514. Mandatory Purchase on Mandatory Purchase Date 69
Section 515. Remarketing of Bonds; Notices 69
(a) Remarketing of Bonds 69
(b) Notice of Remarketing; Registration Instructions; New Bonds 69
(c) Draw on Liquidity Facility 70
Section 516. Source of Funds for Purchase of Bonds 70
Section 517. Delivery of Bonds 70
Section 518. Book-Entry Tenders 70
Section 519. No Book-Entry System 71
Section 520. No Purchases or Sales After Credit Provider or Liquidity
Provider Failure 72
{/TABLE}
-iv-
{PAGE}
{TABLE}
{S} {C}
Section 521. Credit Enhancement and Liquidity Facility 73
Section 522. Purchase Fund 73
(a) Remarketing Proceeds Account 74
(b) Liquidity Facility Purchase Account 74
(c) Company Purchase Account 74
(d) Investment 74
Section 523. Inadequate Funds for Tenders 74
Section 524. Appointment of Remarketing Agent 74
ARTICLE VI. THE PROJECT 75
Section 601. Company not to Impair Tax Status; Use of Project Facilities 75
Section 602. Qualification of Project Facilities 75
Section 603. Reserved 75
Section 604. Reserved 75
Section 605. Disposition and Use of Project Facilities 76
ARTICLE VII. ADDITIONAL COVENANTS OF THE COMPANY 76
Section 701. Existence and Good Standing; Merger; Consolidation 76
Section 702. Indemnification by the Company 76
Section 703. Continuing Disclosure 77
ARTICLE VIII. DEFAULT AND REMEDIES 77
Section 801. Default 77
Section 802. Remedies for Events of Default 78
(a) Acceleration 78
{/TABLE}
-v-
{PAGE}
{TABLE}
{S} {C}
(b) Rights as a Secured Party 78
Section 803. Court Proceedings 79
Section 804. Revenues after Default 79
Section 805. Rights of Bondowners 79
Section 806. Performance of Company's Obligations 80
Section 807. Remedies Cumulative; No Waiver 80
Section 808. Rights of Bond Insurer 80
ARTICLE IX. THE TRUSTEE 80
Section 901. Corporate Organization, Authorization and Capacity 80
Section 902. Rights and Duties of the Trustee 80
(a) Moneys to be Held in Trust 80
(b) Accounts 81
(c) Performance of the Authority's Obligations 81
(d) Responsibility 81
(e) Limitations on Actions 81
(f) Financial Obligations 82
(g) Registration Books 82
(h) Ownership of Bonds 82
(i) No Surety Bond 82
(j) Requests by the Company 82
(k) Trustee as Holder of Series I First Mortgage Bonds 83
Section 903. Fees and Expenses of the Trustee 83
{/TABLE}
-vi-
{PAGE}
{TABLE}
{S} {C}
Section 904. Resignation or Removal of Trustee 83
Section 905. Successor Trustee 83
ARTICLE X. THE AUTHORITY 84
Section 1001. Limited Obligation 84
Section 1002. Rights and Duties of the Authority 84
(a) Remedies of the Authority 84
(b) Limitations on Actions 85
(c) Responsibility 85
Section 1003. Expenses of the Authority 86
Section 1004. Matters to be Considered by Authority 86
Section 1005. Actions by Authority 86
ARTICLE XI. THE BONDOWNERS 86
Section 1101. Action by Bondowners 86
ARTICLE XII. AMENDMENTS AND MISCELLANEOUS 88
Section 1201. Amendments 88
(a) Without Bondowners' Consent 88
(b) With Bondowners' Consent 88
Section 1202. Notices 89
Section 1203. Agreement Not for the Benefit of Other Parties 90
Section 1204. Severability 90
Section 1205. Counterparts 90
Section 1206. Captions 90
{/TABLE}
-vii-
{PAGE}
{TABLE}
{S} {C}
Section 1207. Governing Law 90
Section 1208. Payment Date Not a Business Day 90
EXHIBIT A THE PROJECT FACILITIES A-1
EXHIBIT B SERIES A SEABROOK POLLUTION CONTROL FACILITIES AGREEMENT B-1
{/TABLE}
-viii-
{PAGE}
ARTICLE I. INTRODUCTION AND DEFINITIONS
Section 101. Description of the Agreement and the Parties. This SERIES A
LOAN AND TRUST AGREEMENT (the "Agreement") is entered into as of October 1, 2001
by the Business Finance Authority of the State of New Hampshire (with its
successors, the "Authority" and formerly The Industrial Development Authority of
the State of New Hampshire), a body corporate and politic created under New
Hampshire RSA 162-A:3; Public Service Company of New Hampshire (with its
successors, the "Company"), a New Hampshire corporation; and State Street Bank
and Trust Company, a Massachusetts trust company, as Trustee (with its
successors, the "Trustee"). This Agreement is a financing document combined with
a security document as one instrument in accordance with New Hampshire RSA
Chapter 162-I (the "Act") and relates to industrial facilities as defined in
Paragraphs 2, VII(d) and (e) of the Act and located in the Town of Seabrook,
Rockingham County, New Hampshire.
This Agreement provides for the following transactions:
(a) the Authority's issue of the Bonds;
(b) the Authority's loan of the proceeds of the Bonds to the Company to
refund the outstanding balance of the Authority's $66,000,000 7.65% Pollution
Control Revenue Bonds (Public Service Company of New Hampshire Project - 1991
Tax-Exempt Series A) (the "1991 Series A Bonds") and a portion of the
outstanding balance of the Authority's $112,500,000 7.65% Pollution Control
Revenue Bonds (Public Service Company of New Hampshire Project - 1991 Tax-Exempt
Series C) (the "1991 Series C Bonds") which 1991 Series A Bonds and 1991 Series
C Bonds were originally issued for the purpose of financing the acquisition,
construction and installation of the Project Facilities;
(c) the Company's repayment of the loan of Bond proceeds from the
Authority through payment to the Trustee of all amounts necessary to pay the
Bonds issued by the Authority;
(d) the Company's agreement to evidence and secure its repayment
obligations hereunder by the issuance of the Series I First Mortgage Bonds; and
(e) the Authority's assignment to the Trustee in trust for the benefit and
security of the Bondowners and the Bond Insurer of the Authority's rights in
respect of the loan to the Company hereunder, including repayment of the loan to
be received from the Company.
In consideration of the mutual promises contained in this Agreement, the
rights conferred and the obligations assumed hereby, and other good and valuable
consideration, the receipt of which is hereby acknowledged, each of the Company,
the Authority and the Trustee agree, assign, covenant, grant, pledge, promise,
represent and warrant as set forth herein for their own benefit and for the
benefit of the Bondowners and the Bond Insurer.
122961
|
MBIA
As referenced in this Series A Loan and Trust Agreement:
MBIA Inc – this Agreement) and the maximum
rate of interest permitted by applicable law.
(xxviii) "MBIA" means MBIA Insurance Corporation, the principal
operating subsidiary of MBIA Inc ., a New York Stock Exchange listed
company, as Bond Insurer.
(xxix) "Moody's" means Moody's Investors Service, a corporation duly
organized
_____________
dt 234306
;
NAEC
As referenced in this Series A Loan and Trust Agreement:
North Atlantic Energy Corp – to
refer to any other nationally recognized securities rating agency selected
by the Company after consultation with the Remarketing Agent.
(xxx) "NAEC" means North Atlantic Energy Corp oration, a New
Hampshire corporation and an affiliate of the Company.
(xxxi) "1954 Code" means the Internal Revenue Code of 1954, as
amended,
_____________
North Atlantic Energy
Corp – New Hampshire Revised
Statutes Annotated 162-A:3; Public Service Company of New Hampshire (with its
successors, the "Company"), a New Hampshire corporation; North Atlantic Energy
Corp oration (with its successors, "NAEC"), a New Hampshire corporation; and
State Street Bank and Trust Company, a Massachusetts trust company, as Trustee
(with
_____________
NORTH ATLANTIC ENERGY CORP – OF NEW HAMPSHIRE
By:_____________________________________
Jack Donovan
Executive Director
PUBLIC SERVICE COMPANY OF NEW
HAMPSHIRE
By:_____________________________________
Randy A. Shoop
Assistant Treasurer-Finance
NORTH ATLANTIC ENERGY CORP ORATION
By:_____________________________________
STATE STREET BANK AND TRUST
COMPANY, as Trustee
By:_____________________________________
B-6
{PAGE}
ATTACHMENT 1 TO
SERIES A SEABROOK POLLUTION
_____________
dt 125956
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