EXHIBIT B-6
FORMING PARTY AGREEMENT REGARDING
SYSTEM OPERATING PROCEDURES
BETWEEN
AMERICAN TRANSMISSION COMPANY LLC
AND
[ ]*
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DATED AS OF [ ], 2000
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* The Forming Members of ATCLLC.
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FORMING PARTY AGREEMENT REGARDING
SYSTEM OPERATING PROCEDURES
THIS FORMING PARTY AGREEMENT REGARDING SYSTEM OPERATING PROCEDURES is
entered into as of , 2000, by and among American Transmission
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Company LLC ("ATCLLC"), Madison Gas & Electric Company, Wisconsin Electric Power
Company, Wisconsin Power and Light Company, Wisconsin Public Power, Inc., and
Wisconsin Public Service Corporation (each individually referred to as "Party,"
and collectively referred to as "the Parties.")
RECITALS
WHEREAS, Wisconsin Act 9 ("Reliability 2000 Legislation"), effective
October 29, 1999, authorized the organization of a new company to provide
electric transmission service;
WHEREAS, pursuant to the provisions of the Reliability 2000 Legislation,
ATCLLC was organized to provide transmission service;
WHEREAS, the Reliability 2000 Legislation authorized electric transmission
utilities to transfer their transmission assets to a new company organized to
provide transmission service;
WHEREAS, Wisconsin Electric Power Company, Wisconsin Power & Light Company,
Wisconsin Public Service Corporation and Madison Gas and Electric have agreed to
transfer their transmission assets to ATCLLC and WPPI has agreed to contribute
cash to ATCLLC in exchange for membership interests;
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WHEREAS, as part of the negotiation which resulted in the commitment of
ATCLLC's member utilities to join ATCLLC, certain agreements were made which
established policies and procedures regarding ATCLLC's operation during the
transition to ATCLLC control over the Transmission Facilities (the
"Agreements');
WHEREAS, the Agreements were designed to allow the Transmission System to
continue to operate reliably, and to facilitate a smooth process of divestment
for the Contributing Utilities;
WHEREAS, the ATCLLC Executive Committee has adopted the Agreements as
policy for ATCLLC; and
WHEREAS, the Parties desire to enter into this Forming Party Agreement
Regarding System Operating Procedures to contractually recognize the Agreements
and to establish a process to interpret, apply and, where mutually agreeable,
amend the Agreements.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein, the Parties hereby agree as follows:
1. DEFINITIONS AND INTERPRETATION
1.1 DEFINITIONS, GENERALLY.
Unless defined in Section 1.2 of this Forming Party Agreement Regarding
System Operating Procedures, the definition of each defined term used in this
Forming Party Agreement Regarding System Operating Procedures shall be the same
as the definition for that term set forth in the OATT, the Operating Agreement
of ATCLLC, or the Asset Contribution Agreement between the Parties.
1.2 AGREEMENTS.
"Agreements" shall mean the documents attached as Exhibit 1.
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2. AGREEMENT
2.1 The Parties hereby confirm that the Agreements reflect their agreement
with respect to matters to which they relate.
2.2 The Parties shall cooperatively develop mutually agreeable processes,
practices and protocols for implementing the Agreements.
2.3 The Committees established in the Agreements, subject to the oversight
of the Board of Directors of ATCLLC Management, Inc. (the "Board"), along with
the Network Operating Committee established in the ATCLLC OATT, shall have
responsibility for developing the processes, practices, and protocols for
refining and implementing the Agreements.
2.4 Any such implementation measures shall be the subject of one or more
written Memoranda of Agreement, which when reviewed and approved by the Board
shall be attached to and made part of this Forming Party Agreement Regarding
System Operating Procedures. The terms and provisions of those Memoranda of
Agreement shall supercede the Agreements to the extent of any conflict.
2.5 Documents executed by the Parties and accepted for filing by
regulatory authorities shall be considered mutually acceptable amendments to
this Forming Party Agreement Regarding System Operating Procedures.
3. DISPUTE RESOLUTION
3.1 Any party aggrieved by a Board's decision relating to the Agreements
may resort to dispute resolution as set forth in Exhibit B of the Operating
Agreement of ATCLLC.
IN WITNESS WHEREOF, the Parties have causes this Forming Party Agreement
Regarding System Operating Procedures to be executed by their duly authorized
representatives, effective as of the date first written above.
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AMERICAN TRANSMISSION COMPANY LLC
By:
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Name:
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Title:
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MADISON GAS & ELECTRIC COMPANY
By:
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Name:
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Title:
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WISCONSIN ELECTRIC POWER COMPANY
By:
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Name:
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Title:
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WISCONSIN POWER AND LIGHT COMPANY
By:
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Name:
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Title:
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WISCONSIN PUBLIC POWER, INC.
By:
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Name:
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Title:
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WISCONSIN PUBLIC SERVICE CORPORATION
By:
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Name:
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Title:
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