<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY , 1998
REGISTRATION NO. 333-35235
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
CENTRAL MAINE POWER COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MAINE 01-0042740
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
83 EDISON DRIVE, AUGUSTA, MAINE 04336 (207) 623-3521
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL OFFICE)
_______________
DAVID E. MARSH
Chief Financial Officer
AND
ANNE M. PARE, ESQ.
Corporate Counsel
CENTRAL MAINE POWER COMPANY
83 EDISON DRIVE
AUGUSTA, MAINE 04336
(207) 623-3521
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
COPIES TO:
E. ELLSWORTH MCMEEN, III, ESQ. FRANK B. PORTER, JR., ESQ.
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. CHOATE, HALL & STEWART
125 WEST 55TH STREET EXCHANGE PLACE
NEW YORK, NEW YORK 10019 53 STATE STREET
(212) 424-8000 BOSTON, MASSACHUSETTS 02109
(617) 248-5000
_______________
Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
_______________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Subject to Completion Dated February 6, 1998
PROSPECTUS
$400,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES D
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
------------
Central Maine Power Company (the "Company") may offer from time to time its
Medium-Term Notes, Series D (the "Notes"), in an aggregate principal amount of
up to $400,000,000. Each Note will mature from nine months to thirty years from
its date of issue, as selected by the initial purchaser and agreed to by the
Company. Unless otherwise set forth in an accompanying Pricing Supplement (the
"Pricing Supplement") to this Prospectus, the Notes will not be redeemable at
the option of the Company or subject to repayment at the option of the Holder
thereof prior to the maturity date thereof set forth in the accompanying
Pricing Supplement (the "Specified Maturity"). See "Description of Notes".
Unless otherwise specified in the applicable Pricing Supplement, each Note
will be registered and will be issued either (i) in book-entry form and
represented by a global security (a "Global Security") registered in the name
of a nominee of The Depository Trust Company, as Depository (the "Depository")
(each such Note represented by a Global Security being referred to herein as a
"Book-Entry Note") or (ii) in certificated form and represented by a
certificate issued in definitive form (a "Certificated Note"), and registered
in the name of the Holder thereof. Beneficial interests in a Global Security
representing Book-Entry Notes will be shown on, and transfers thereof will be
effected only through, records maintained by the Depository (with respect to
beneficial interests of its participants) and its participants. Owners of
beneficial interests in Book-Entry Notes will be entitled to physical delivery
of Certificated Notes only under the limited circumstances described herein.
See "Description of Notes--Book-Entry System". Unless otherwise indicated in
the applicable Pricing Supplement, Notes will be issued only in denominations
of $25,000 and integral multiples of $1,000 in excess thereof.
The interest rate on, or interest rate formula pertaining to, each Note will
be established by the Company at the date of issuance of such Note and will be
indicated in an accompanying Pricing Supplement. Interest rates and interest
rate formulas are subject to change by the Company, but, except as otherwise
set forth herein, no such change will affect the interest rate or interest rate
formula pertaining to any Note theretofore issued or which the Company has
agreed to sell. Unless otherwise indicated in the applicable Pricing
Supplement, each Note will bear interest at a fixed rate (a "Fixed Rate Note"),
which may be zero in the case of a Note issued at a price representing a
discount from the principal amount payable at Specified Maturity, or at a
floating rate determined by reference to the CD Rate, the Commercial Paper
Rate, the Federal Funds Rate, LIBOR, the Prime Rate, the Treasury Rate or such
other interest rate formula as may be designated in an accompanying Pricing
Supplement, as adjusted by the Spread and/or Spread Multiplier, if any,
applicable to such Note (a "Floating Rate Note"). The Notes may be issued as
Original Issue Discount Notes or Extendible Notes. See "Description of Notes".
Unless otherwise specified in the applicable Pricing Supplement, interest on
Fixed Rate Notes will be payable each September 1 and March 1 and at maturity
or upon earlier redemption or repayment. Interest on Floating Rate Notes will
be payable on the dates indicated therein and in the applicable Pricing
Supplement.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------
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<TABLE>
<CAPTION>
Price to Agent's Proceeds to
Public(1) Commission(2) the Company(2)(3)
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<S> <C> <C> <C>
Per Note........... 100.00% .125%-1.750% 99.875%-98.250%
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Total.............. $400,000,000 $500,000-$7,000,000 $399,500,000-$393,000,000
</TABLE>
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(1) Unless otherwise specified in the Pricing Supplement relating thereto, each
Note will be issued at 100% of the principal amount thereof.
(2) The Company will pay Lehman Brothers, Lehman Brothers Inc., Bear, Stearns &
Co. Inc., Salomon Brothers Inc, SBC Warburg Dillon Read Inc. or other
agents, (each an "Agent," and collectively, the "Agents"), a commission, in
the form of a discount ranging from .125% to 1.750%, of the principal
amount of any Note sold through such Agent, depending on such Note's
Specified Maturity and the credit rating assigned to the Notes. Any Agent,
acting as principal, may also purchase Notes at a discount for resale to
one or more investors or one or more broker-dealers (acting as principal
for purposes of resale) at varying prices related to prevailing market
prices at the time of resale, as determined by such Agent, or, if so
agreed, at a fixed public offering price. The Company has agreed to
indemnify the Agents against certain liabilities, including liabilities
under the applicable Federal and state securities laws.
(3) Before deducting offering expenses payable by the Company estimated at
$500,000.
------------
The Notes may be offered on a continuing basis by the Company through the
Agents, each of which has agreed to use its reasonable efforts to solicit
offers to purchase the Notes. The Company also may sell Notes to any Agent
acting as principal for resale to one or more investors, or one or more broker-
dealers. The Company has reserved the right to sell Notes directly to investors
on its own behalf and on such sales no commission will be paid. The Notes will
not be listed on any securities exchange, and there can be no assurance that
the Notes offered by this Prospectus will be sold or that there will be a
secondary market for the Notes. The Company reserves the right to withdraw,
cancel or modify the offer made hereby without notice. The Company or any Agent
who solicited an offer to purchase Notes may reject any such offer in whole or
in part. See "Plan of Distribution".
------------
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
SALOMON SMITH BARNEY
SBC WARBURG DILLON READ INC.
The date of this Prospectus is , 1998.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES. SUCH
TRANSACTIONS MAY INCLUDE THE PURCHASE OF NOTES FOLLOWING THE PRICING OF THE
OFFERING TO COVER A SYNDICATE SHORT POSITION IN THE NOTES OR FOR THE PURPOSE
OF MAINTAINING THE PRICE OF THE NOTES. FOR A DESCRIPTION OF THESE ACTIVITIES
SEE "PLAN OF DISTRIBUTION".
AVAILABLE INFORMATION
Central Maine Power Company (the "Company") is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports and other information with
the Securities and Exchange Commission (the "Commission"). Information, as of
particular dates, concerning directors and officers of the Company, their
remuneration, the principal holders of securities of the Company and any
material interest of such persons in transactions with the Company is
disclosed in proxy statements distributed to shareholders of the Company and
filed with the Commission. Such reports, proxy statements and other
information filed by the Company can be inspected without charge and copied,
upon payment of prescribed rates, at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices at 7 World Trade Center, Suite
1300, New York, New York 10048, and Citicorp Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2551. Copies of such material and any part
thereof are also available by mail from the Public Reference Section of the
Commission at its principal office at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Copies of such material are also available and can
be copied at the offices of the New York Stock Exchange on which certain of
the Company's securities are listed, at 11 Wall Street, New York, New York
10005. In addition, the Commission maintains a Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have heretofore been filed by the Company
with the Commission pursuant to the Exchange Act, are hereby incorporated by
reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997.
3. The Company's Current Reports on Form 8-K dated January 29, 1997, May
15, 1997, August 1, 1997, September 2, 1997, December 5, 1997, January 6,
1998, January 14, 1998 and January 30, 1998.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Notes shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus has been delivered, on the written or oral
request of any such person, a copy of any or all of the documents referred to
above which have been or may be incorporated in this Prospectus by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should
be directed to Anne M. Pare, Esq., Corporate Secretary and Clerk, Central
Maine Power Company, 83 Edison Drive, Augusta, Maine 04336, telephone number:
(207) 623-3521.
2
<PAGE>
RISK FACTORS
As set forth in the documents filed by the Company with the Commission under
the Exchange Act and incorporated by reference in this Prospectus, the Company
faces major uncertainties in a number of areas, particularly in connection
with its interest in Maine Yankee Atomic Power Company ("Maine Yankee") and
other nuclear generating plants and with the restructuring of the electric
utility industry in anticipation of full competition. The following is a
summary of certain information contained in such documents and should be read
in conjunction therewith and with any other documents filed with the
Commission under the Exchange Act after the date hereof.
This Prospectus contains forecast information items that are "forward-
looking statements" as defined in the Private Securities Litigation Reform Act
of 1995. All such forward-looking information is necessarily only estimated.
There can be no assurance that actual results will not differ from
expectations. Actual results have varied materially and unpredictably from
expectations.
Factors that could cause actual results to differ materially include, among
other matters, the permanent closure and decommissioning of the Maine Yankee
nuclear generating plant and resulting regulatory proceedings; the actual
costs of decommissioning the Maine Yankee plant; continuing outages at other
generating units in which the Company holds interests; electric utility
restructuring, including the ongoing state and federal activities; the results
of the Company's planned sale of its generating assets; the Company's ability
to recover its costs resulting from the January 1998 ice storms; future
economic conditions; earnings-retention and dividend pay-out policies;
developments in the legislative, regulatory and competitive environments in
which the Company operates, including regulatory treatment of stranded costs;
the Company's investments in unregulated businesses; and other circumstances
that could affect anticipated revenues and costs, such as unscheduled
maintenance or repair requirements at nuclear plants and other facilities and
compliance with laws and regulations.
1997 FINANCIAL RESULTS
On January 30, 1998, the Company announced its financial results for 1997.
The Company reported earnings of $5.2 million ($0.16 per share), including
$3.9 million ($0.12 per share) earned in the fourth quarter. Earnings for 1996
were $50.8 million, or $1.57 per share. Replacement-power costs and other
costs related to the now-closed Maine Yankee nuclear plant were the main
factors that eroded 1997 earnings from their 1996 level.
The Company's electric operating revenues for 1997 were $954.2 million, down
1.3 percent from the 1996 level of $967 million. Lower non-territorial energy
sales resulting from Maine Yankee's being off-line and reducing the Company's
total energy supply were the main factor in the decline in total revenues. See
"Permanent Shutdown of Maine Yankee Plant" below. Revenues from the Company's
service area rose 2.2 percent in 1997 to $890.1 million, on energy sales of
9.35 billion kilowatt-hours, up 1.4 percent from 1996.
The Company incurred $59.5 million in additional costs to replace Maine
Yankee power and pay its share of increased repair and other operating costs
at Maine Yankee in 1997. With the decommissioning process commencing, the
Company expects that its share of Maine Yankee operating costs could decrease
by as much as $30 million in 1998.
Despite the $75 million in annual Maine Yankee-related costs imbedded in the
current determination of the Company's required revenues for ratemaking
purposes and despite success in controlling other costs, the higher nuclear-
related costs incurred by the Company in 1997 reduced earnings to a level that
triggered the low-earnings bandwidth provisions of the Company's Alternative
Rate Plan ("ARP"). That provision is activated when actual earnings for a year
are outside a bandwidth of 350 basis points above or below a 10.55-percent
current rate-of-return allowance. The Company's earnings for 1997 represent a
rate of return on common equity of 1.04 percent. A return below the low end of
the range provides for additional revenues through rates equal to one-half the
difference between the actual earned rate of return of 1.04 percent and the
7.05-percent (10.55 percent minus 350 basis points) low end of the bandwidth.
3
<PAGE>
The Company's 1998 annual ARP compliance filing with the Maine Public
Utilities Commission ("MPUC") will also contain information for the MPUC on
the Company's costs of restoring service to its customers after the severe ice
storm of January 7 through 9, 1998, and a second ice storm that struck part of
the Company's service territory on January 24, 1998. A January 15 Order of the
MPUC allowed the Company to defer such incremental costs on its books pending
the Company's filing under the ARP, which allows the MPUC to consider and
provide recovery of costs of certain "extraordinary events". The Company
estimates that its total incremental restoration costs from the storms could
total approximately $60 million to $65 million. Such costs were largely labor-
related, as the Company used hundreds of crews from out-of-state utilities,
tree-service companies, and construction firms to repair the unprecedented
damage, which required more than 400,000 service restorations. The Company is
studying available means of mitigating the cost impact of the storms.
The effect of the sharing provision of the ARP on the Company's revenues
will be determined when the MPUC considers the Company's 1998 ARP rate-cap
adjustments upon the Company's next annual ARP compliance filing with the
MPUC, which is scheduled for March 15, 1998. However, the Company cannot
predict the amount of additional revenues that may result, and, in any case,
any entitlement to such revenues under the ARP would not be likely to start
until July 1, 1998.
In announcing its 1997 results, the Company re-affirmed its earlier public
statements that it intended to stand by its objective of holding price
increases at or below the rate of inflation through 1999 in order to attain
its goal of price stability. The Company believes that stable prices continue
to be essential to its ability to retain and promote electricity sales.
AGREEMENT FOR SALE OF COMPANY'S GENERATION ASSETS
On April 28, 1997, the Company announced a plan to seek proposals to
purchase its generating assets and, as part of an auction process, received
final bids on December 10, 1997. On January 6, 1998, the Company announced
that it had reached agreement to sell all of its hydro, fossil and biomass
power plants with a combined generating capacity of 1,185 megawatts for $846
million in cash to Florida-based FPL Group, the winning bidder in the auction
process.
The hydropower assets to be included in the sale represent approximately 373
megawatts of generating capacity. The Company's interest in the William F.
Wyman steam plant in Yarmouth, Maine, the largest of the Company's three
fossil-fueled generating assets included in the sale, is 594 megawatts,
followed by Mason Station in Wiscasset, Maine, at 145 megawatts, and Cape
Station in South Portland, Maine, at 42 megawatts. The sole biomass plant is
the 31-megawatt unit in Fort Fairfield, Maine, owned by a wholly-owned
subsidiary of the Company.
The Company's interests in the power entitlements from approximately 50
power-purchase agreements with non-utility generators representing
approximately 488 megawatts, its 2.5-percent interest in the Millstone III
nuclear generating unit in Waterford, Connecticut, its 3.59-percent interest
in the output of the Vermont Yankee nuclear generating plant in Vernon,
Vermont, and its entitlement in the NEPOOL Phase II interconnection with
Hydro-Quebec all attracted insufficient interest to be included in the present
sale. The Company will continue to seek buyers for those assets. The Company
did not offer for sale its interests in the Maine Yankee (Wiscasset, Maine),
Connecticut Yankee (Haddam, Connecticut) and Yankee Atomic (Rowe,
Massachusetts) nuclear generating plants, all of which are in the process of
being decommissioned.
The electric utility restructuring law passed by the Maine Legislature in
the spring of 1997 requires the Company to divest its generating plants and
power-purchase agreements by March 1, 2000, when its customers will be free to
choose among competitive energy suppliers, but the Company elected to conduct
an earlier sale. In addition, as part of its agreement with FPL Group, the
Company entered into energy buy-back agreements to assist in fulfilling its
obligation to supply its customers with power until March 1, 2000.
Substantially all of the generating assets included in the sale are subject
to the lien of the Company's General and Refunding Mortgage Indenture dated as
of April 15, 1976 (the "Indenture"). Therefore,
4
<PAGE>
substantially all of the proceeds from the sale must be deposited with the
trustee under the Indenture at the closing of the sale to free the generating
assets from the lien of the Indenture. Proceeds on deposit with the trustee
may be used by the Company to redeem or repurchase bonds under the terms of
the Indenture, including the possible discharge of the Indenture. In addition,
the proceeds could provide the flexibility to redeem or repurchase outstanding
equity securities. The Company must also provide for payment of applicable
taxes resulting from the sale. The manner and timing of the ultimate
application of the sale proceeds after closing are in any event subject to
various factors, including Indenture provisions, market conditions and terms
of outstanding securities.
The bid value in excess of the remaining investment in the power plants will
reduce the Company's stranded costs and other costs, which could lower the
amount that would otherwise be collected from customers by nearly half a
billion dollars. However, the Company will incur incremental costs as a result
of the power buy-back arrangements in excess of the pre-sale costs of capacity
and energy from the plants being sold, which will effectively lower the amount
of sale proceeds available to reduce stranded and other costs. The Company
believes that the reduction in stranded and other costs could permit a
reduction in rates for the Company's customers.
The sale is subject to various closing conditions, including the approval of
state and federal regulatory agencies, which approval process the Company
expects could take approximately six to twelve months, and is subject to
consents or covenant waivers from certain of the Company's lenders. The
Company cannot predict whether or in what form such approvals, consents or
waivers will be obtained.
The Company believes that consummation of the asset sale described above
would constitute significant progress in resolving some of the uncertainties
regarding the effects of electric-utility industry restructuring on the
Company's investors; however, significant risks and uncertainties would
remain. These include, in addition to those enumerated under "Risk Factors"
above, but are not limited to: (1) the possibility that a state or federal
regulatory agency will impose adverse conditions on its approval of the asset
sale; (2) the possibility that new state or federal legislation will be
implemented that will increase the risks to such investors from those
contemplated by current legislation; and (3) the possibility of legislative,
regulatory or judicial decisions that would reduce the ability of the Company
to recover its stranded costs from that contemplated by existing law.
PERMANENT SHUTDOWN OF MAINE YANKEE PLANT
On August 6, 1997, the Board of Directors of Maine Yankee voted to
permanently cease power operations at its nuclear generating plant at
Wiscasset, Maine (the "Plant") and to begin decommissioning the Plant. As
reported in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996, its Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997 and its Current Reports
on Form 8-K dated May 15, 1997 and August 1, 1997, the Plant has been shut
down since December 6, 1996. The decision to close the Plant permanently was
based on an economic analysis of the costs, risks and uncertainties associated
with operating the Plant compared to those associated with closing and
decommissioning it.
Costs. The Company has been incurring substantial costs in connection with
its 38% share of Maine Yankee costs, as well as additional costs for
replacement power while the Plant has been out of service. For the twelve
months ended December 31, 1997, such costs amounted to approximately $132.3
million for the Company: $72.8 million due to basic operations and maintenance
costs, $54.0 million due to replacement power costs and $5.5 million
associated with incremental costs of operations and maintenance. The Maine
Yankee Board's decision to close the Plant mitigated the costs the Company
would otherwise have incurred in 1997 through a phasing down of Maine Yankee's
operations and maintenance costs, with Maine Yankee's workforce having been
reduced from approximately 475 to 214 employees as of December 31, 1997, but
did not reduce the need to buy replacement energy and capacity. The amount of
costs for replacement energy and capacity varies based on the Company's power
requirements and market conditions, but the Company expects such costs to be
within a range of approximately $5.0 million to $5.5 million per month during
1998, based on current energy
5
<PAGE>
and capacity needs and market conditions. Under the electric utility
restructuring legislation enacted by the Maine Legislature in May 1997
discussed below, the Company's obligations to provide replacement power will
terminate on March 1, 2000, along with its other power-supply obligations. In
the interim, the termination of a major non-utility generator ("NUG") contract
should result in savings to the Company at an annual rate of approximately $25
million commencing November 1, 1997.
The impact of the nuclear-related costs on the Company was the major
obstacle to achieving satisfactory results in 1997, despite the approximately
$75 million in annual Maine Yankee-related costs embedded in the current
determination of the Company's required revenues for ratemaking purposes and
despite success in controlling other operating costs. See "1997 Financial
Results" above.
The Company's 38% ownership interest in Maine Yankee's common equity
amounted to $29.8 million as of December 31, 1997, and under Maine Yankee's
Power Contracts and Additional Power Contracts, the Company is responsible for
38% of the costs of decommissioning the Plant. Maine Yankee's most recent
estimate of the cost of decommissioning is $380.4 million, based on a 1997
study by an independent engineering consultant, plus estimated costs of
interim spent-fuel storage of $127.6 million, for an estimated total cost of
$508.0 million (in 1997 dollars). The previous estimate for decommissioning,
by the same consultant, was $316.6 million (in 1993 dollars), which resulted
in approximately $14.9 million being collected annually from Maine Yankee's
sponsors pursuant to a 1994 Federal Energy Regulatory Commission ("FERC") rate
order. Through December 31, 1997, Maine Yankee had collected approximately
$199.5 million for its decommissioning obligations.
On November 6, 1997, Maine Yankee submitted the new estimate to the FERC as
part of a rate case reflecting the fact that the Plant is no longer operating
and has entered the decommissioning phase. If the FERC accepts the new
estimate, the amount of Maine Yankee's collections for decommissioning would
rise from the $14.9 million previously allowed by the FERC to approximately
$36 million per year. Several interested parties have intervened in the FERC
proceeding, including state regulators.
As of September 1, 1997, Maine Yankee has estimated the sum of the future
payments for the closing, decommissioning and recovery of the remaining
investment in Maine Yankee to be approximately $930 million, of which the
Company's 38% share would be approximately $353 million. Legislation enacted
in Maine in 1997 calling for restructuring the electric utility industry
provides for recovery of decommissioning costs, to the extent allowed by
federal regulation, through the rates charged by the transmission and
distribution companies. Based on the legislation and regulatory precedent
established by the FERC in its opinion relating to the decommissioning of the
Yankee Atomic nuclear plant, the Company believes that it is entitled to
recover substantially all of its share of such costs from its customers and as
of December 31, 1997, is carrying on its consolidated balance sheet a
regulatory asset and a corresponding liability in the amount of $329 million,
which is the $353 million discussed above net of the post-September 1, 1997
cost-of-service payments to Maine Yankee.
Management Audit. On September 2, 1997, the MPUC released the report of a
consultant it had retained to perform a management audit of Maine Yankee for
the period January 1, 1994, to June 30, 1997. The report contained both
positive and negative conclusions, the latter including: that Maine Yankee's
decision in December 1996 to proceed with the steps necessary to restart the
Plant was "imprudent"; that Maine Yankee's May 27, 1997 decision to reduce
restart expenses while exploring a possible sale of the Plant was
"inappropriate", based on the consultant's finding that a more objective and
comprehensive competitive analysis at that time "might have indicated a
benefit for restarting" the Plant; and that those decisions resulted in Maine
Yankee incurring $95.9 million in "unreasonable" costs. On October 24, 1997,
the MPUC issued a Notice of Investigation initiating an investigation of the
shutdown decision and of the operation of the Plant prior to shutdown, and
announced that it had directed its consultant to extend its review to include
those areas. The Company does not know how the MPUC plans to use the
consultant's report, but believes the report's negative conclusions are
unfounded and may be contradictory. The Company has been charging its share of
the Maine Yankee expenses to income, and believes it would have substantial
constitutional and jurisdictional grounds to challenge any effort
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in an MPUC proceeding to alter wholesale Maine Yankee rates made effective by
the FERC. On November 7, 1997, Maine Yankee initiated a legal challenge to the
MPUC investigation in the Maine Supreme Judicial Court alleging that such an
investigation falls exclusively within the jurisdiction of the FERC and that
the MPUC investigation is therefore barred on constitutional grounds. The
Company filed a similar legal challenge on the same day. The MPUC subsequently
stayed its investigation pending the outcome of Maine Yankee's FERC rate case,
with the MPUC's consultant continuing its extended review.
Debt Restructuring. Maine Yankee entered into agreements in August 1997 with
the holders of its outstanding First Mortgage Bonds and its lender banks (the
"Standstill Agreements") under which the bondholders and banks agreed that
they would not assert that the August 1997 voluntary permanent shutdown of the
Plant constituted a covenant violation under Maine Yankee's First Mortgage
Indenture or its two bank credit agreements. The parties also agreed in the
Standstill Agreements to maintain Maine Yankee's bank borrowings at a level
below that of the prior aggregate bank commitments, which level Maine Yankee
considers adequate for its foreseeable needs. The Standstill Agreements, as
extended in October 1997, were to terminate on January 15, 1998, by which date
Maine Yankee was to have reached agreement on restructured debt arrangements
reflecting its decommissioning status. Also as previously reported, on
November 6, 1997, Maine Yankee filed a rate proceeding with the FERC
reflecting the Plant's decommissioning status and requesting an effective date
of January 15, 1998, for the amendments to Maine Yankee's Power Contracts and
Additional Power Contracts, which revise Maine Yankee's wholesale rates and
clarify and confirm the obligations of Maine Yankee's sponsors to continue to
pay their shares of Maine Yankee's costs during the decommissioning period.
On January 15, 1998, Maine Yankee, its bondholders and lender banks revised
the Standstill Agreements and extended their term to April 15, 1998, subject
to satisfying certain milestone obligations during the term of the extension.
One such obligation is that Maine Yankee must accept an underwritten
commitment to refinance its bonds and bank debt by February 12, 1998, which
commitment must be subject only to closing conditions that are reasonably
capable of being satisfied by April 15, 1998, and reasonably satisfactory to
the bondholders and banks. Maine Yankee has reached general agreement on the
structure and basic terms of an underwritten refinancing arrangement which it
believes would satisfy the obligation in the extended Standstill Agreements
upon receipt of a final commitment by the prospective underwriter. The Company
cannot predict whether a satisfactory refinancing arrangement will be
consummated by Maine Yankee.
On January 14, 1998, the FERC issued an "Order Accepting for Filing and
Suspending Power Sales Contract Amendment, and Establishing Hearing
Procedures" (the "FERC Order") in which the FERC accepted for filing the rates
associated with the amended Power Contracts and made them effective January
15, 1998, subject to refund. The FERC also granted intervention requests,
including among others those of the MPUC, Maine Yankee's largest bondholder,
and two of its lender banks, denied the request of an intervenor group to
summarily dismiss part of the filing, and ordered that a public hearing be
held concerning the prudence of Maine Yankee's decision to shut down the Plant
and on the justness and reasonableness of Maine Yankee's proposed rate
amendments. The Company expects the prudence issue to be pursued vigorously by
several intervenors, including among others the MPUC, which stayed its own
prudence investigation pending the outcome of the FERC proceeding after a
jurisdictional challenge by Maine Yankee and the Company. The Company cannot
predict the outcome of the FERC proceeding.
Other Maine Yankee Shareholders. Higher nuclear-related costs are affecting
other stockholders of Maine Yankee in varying degrees. Bangor Hydro-Electric
Company, a Maine-based 7% stockholder, has cited its "deteriorating" financial
condition, suspended its common stock dividend, and sought expedited rate
relief. Maine Public Service Company, a 5% stockholder, cited problems in
satisfying financial covenants in loan documents and reduced its common stock
dividend substantially in early March 1997. Northeast Utilities (20%
stockholder through three subsidiaries), which is also adversely affected by
the substantial additional costs associated with the three shut-down Millstone
nuclear units and the permanently shut-down Connecticut Yankee unit, as well
as significant regulatory issues in Connecticut and New Hampshire, has
implemented an indefinite suspension of its quarterly common stock dividends.
A default by a Maine Yankee stockholder in making payments under its Power
Contract or Capital Funds Agreement could have a material adverse effect on
Maine Yankee, depending on the magnitude of the default, and would constitute
a default under Maine Yankee's bond
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indenture and its two major credit agreements unless cured within applicable
grace periods by the defaulting stockholder or other stockholders. The Company
cannot predict, however, what effect, if any, the financial difficulties being
experienced by some Maine Yankee stockholders will have on Maine Yankee or the
Company.
INTERESTS IN OTHER NUCLEAR PLANTS
On December 4, 1996, the Board of Directors of Connecticut Yankee Atomic
Power Company voted to permanently shut down the Connecticut Yankee plant for
economic reasons, and to decommission the unit, which had not operated since
July of 1996. The Company has a 6% equity interest in Connecticut Yankee,
totaling approximately $6.6 million at December 31, 1997. The Company incurred
replacement power costs of approximately $5.2 million during the twelve months
ended December 31, 1997. Based on cost estimates provided by Connecticut
Yankee, the Company determined its share of the cost of Connecticut Yankee's
continued compliance with regulatory requirements, recovery of its plant
investments, decommissioning and closing the plant to be approximately $36.9
million and is carrying a regulatory asset and a corresponding liability in
that amount on its consolidated balance sheet as of December 31, 1997. The
Company is currently recovering through rates an amount adequate to recover
these expenses.
The Company has a 2.5% direct ownership interest in Millstone Unit No. 3,
which is operated by Northeast Utilities. This facility has been off-line
since April 1996 due to Nuclear Regulatory Commission ("NRC") concerns
regarding license requirements and the Company cannot predict when it will
return to service. Millstone Unit No. 3, along with two other units at the
same site owned by Northeast Utilities, is on the NRC's "watch list" in
"Category 3", which requires formal NRC action before a unit can be restarted.
The Company incurred replacement power costs related to Millstone Unit No. 3
of approximately $4.9 million during the twelve months ended December 31,
1997. On August 7, 1997, the Company and other minority owners of Millstone
Unit No. 3 filed suit and initiated an arbitration claim against Northeast
Utilities, its trustees, and two of its subsidiaries, alleging mismanagement
of the unit by the defendants. The minority owners are seeking to recover
their additional costs resulting from such mismanagement, including their
replacement power costs. The Company cannot predict the outcome of the
litigation and arbitration.
INDUSTRY RESTRUCTURING AND STRANDABLE COSTS
As discussed in the Management's Discussion and Analysis of Financial
Condition and Results of Operations included in the Company's 1996 Form 10-K,
the enactment by Congress of the Energy Policy Act of 1992 accelerated
planning by electric utilities, including the Company, for a transition to a
more competitive industry. Significant legislative steps have already been
taken toward competition in general and non-discriminatory transmission access
as discussed below. A departure from traditional regulation, however, could
have a substantial impact on the value of utility assets and on the ability of
electric utilities to recover their costs through rates. In the absence of
full recovery, utilities would find their above-market costs to be "stranded",
or unrecoverable, in the new competitive setting.
The Company has substantial exposure to cost stranding relative to its size.
In its January 1996 filing, the Company estimated its net-present-value
strandable costs to be approximately $2 billion as of January 1, 1996. These
costs represented the excess costs of purchased power obligations and the
Company's own generating costs over the market value of the power, and the
costs of deferred charges and other regulatory assets. Of the $2 billion,
approximately $1.3 billion was related to above-market costs of purchased
power obligations arising from the Company's long-term, noncancellable
contracts for the purchase of capacity and energy from NUGs, approximately
$200 million was related to estimated net above-market costs of the Company's
own generation, and the remaining $500 million was related to deferred
regulatory assets.
The MPUC also provided estimates of strandable costs for the Company, which
they found to be within a wide range of a negative $445 million to a positive
$965 million. These estimates were prepared using assumptions that differ from
those used by the Company, particularly a starting date for measurement of
January 1, 2000 versus the measurement starting date of January 1, 1996
utilized by the Company. The MPUC concluded
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that there is a high degree of uncertainty that surrounds stranded costs
estimates, resulting from having to rely on projections and assumptions about
future conditions. In a filing with the MPUC on December 5, 1997, using a
methodology consistent with that used earlier by the MPUC, the Company
estimated its strandable costs to be approximately $1.2 billion. The estimate
was developed without consideration for the Company's own generating assets,
which are in the process of being sold by auction in 1998. The Company's
strandable costs, therefore, could be mitigated to some extent by the results
of the sale. For further discussion of the MPUC proceeding in which the
estimate was filed, see "Required Divestiture of Generation Assets:
Legislation and Regulatory Proceedings", below. For further discussion of the
planned sale of generating assets by the Company, see "Agreement for Sale of
Company's Generation Assets", above. Given the inherent uncertainty and
volatility of these projections, the Company believes that an annual
estimation of stranded costs could serve to prevent significant over- or
under-collection beginning in the year 2000.
Estimated strandable costs are highly dependent on estimates of the future
market for power. Higher market rates lower stranded cost exposure, while
lower market rates increase it. In addition to market-related impacts, any
estimate of the ultimate level of strandable costs depends on state and
federal regulations; the extent, timing and form that competition for electric
service will take; the ongoing level of the Company's costs of operations;
regional and national economic conditions; growth of the Company's sales; the
timing of any changes that may occur from state and federal initiatives on
restructuring; and the extent to which regulatory policies ultimately address
recovery of strandable costs.
The estimated market rate for power is based on anticipated regional market
conditions and future costs of producing power. The present value of future
purchased-power obligations and the Company's generating costs reflects the
underlying costs of those sources of generation in place today, with
reductions for contract expirations and continuing depreciation. Deferred
regulatory asset totals include the current uncollected balances and existing
amortization schedules for purchased power contract restructuring and buyouts
negotiated by the Company to lessen the impact of these obligations, energy
management costs, financing costs, and other regulatory promises.
REQUIRED DIVESTITURE OF GENERATION ASSETS: LEGISLATION AND REGULATORY
PROCEEDINGS
On May 29, 1997, the Governor of Maine signed into law a bill enacted by the
Maine Legislature that will restructure the electric utility industry in Maine
by March 1, 2000. With respect to the ability of the Company to recover
stranded costs, the legislation requires the MPUC, when retail access begins,
to provide a "reasonable opportunity" to recover stranded costs through the
rates of the transmission and distribution company, comparable to the
utility's opportunity to recover stranded costs before the implementation of
retail access under the legislation. Stranded costs are defined as the
legitimate, verifiable and unmitigatable costs made unrecoverable as a result
of the restructuring required by the legislation and would be determined by
the MPUC as provided in the legislation. The MPUC must conduct separate
adjudicatory proceedings to determine the stranded costs for each utility and
the corresponding revenue requirements and stranded-cost charges to be charged
by each transmission and distribution utility. These proceedings must be
completed by July 1, 1999.
The MPUC has initiated the proceeding that will determine the Company's
stranded costs, corresponding revenue requirements and stranded-cost charges
to be charged by it when it becomes a transmission-and-distribution utility
and has scheduled completion of the proceeding for the second half of 1998. On
December 5, 1997, the Company filed direct testimony in the proceeding
estimating its future revenue requirements as a transmission-and-distribution
utility and providing an updated estimate of its strandable costs, which are
to be defined by the MPUC later in the proceeding. The Company estimated its
strandable costs at approximately $1.2 billion. The estimate was developed
without consideration of the Company's own generating assets, which are in the
process of being sold by auction in 1998. The Company's strandable costs,
therefore, could be mitigated to some extent by the results of the sale. In
its estimate of strandable costs the Company used a methodology consistent
with that used by the MPUC in its earlier announced estimate, which is
discussed in "Industry Restructuring and Strandable Costs", above. The Company
cannot predict the results of the proceeding.
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In addition, the legislation requires utilities to use all reasonable means
to reduce their potential stranded costs and to maximize the value from
generation assets and contracts. The MPUC must consider a utility's efforts to
mitigate its stranded costs in determining the amount of the utility's
stranded costs. Stranded costs will be prospectively adjusted as necessary to
correct substantial inaccuracies in the year 2003 and at least every three
years thereafter.
The principal restructuring provisions of the legislation provide for
customers to have direct retail access to generation services and for
deregulation of competitive electricity providers, commencing March 1, 2000
with transmission and distribution companies continuing to be regulated by the
MPUC. By that date, subject to possible extensions of time granted by the MPUC
to improve the sale value of generation assets, investor-owned utilities are
required to divest all generation assets and generation-related business
activities, with two major exceptions: (1) nonutility generator contracts with
qualifying facilities and contracts with demand-side management or
conservation providers, brokers or hosts; and (2) ownership interests in
nuclear power plants. However, the MPUC can require the Company to divest its
interest in Maine Yankee on or after January 1, 2009. The Company has
submitted its plan to divest its generation assets to the MPUC as required by
the legislation and is proceeding with its previously reported plan to sell
its generation assets in 1998, as discussed above in "Agreement for Sale of
Company's Generation Assets". The bill also requires investor-owned utilities,
after February 28, 2000, to sell their rights to the capacity and energy from
all generation assets, including the purchased-power contracts that had not
previously been divested pursuant to the legislation, with certain minor
exceptions.
Upon the commencement of retail access on March 1, 2000, the Company, as a
transmission and distribution utility, will be prohibited from selling
electric energy to retail customers. Any competitive electricity provider that
is affiliated with the Company would be allowed to sell electricity outside
the Company's service territory without limitation as to amount, but within
the Company's service territory the affiliate would be limited to providing no
more than 33% of the total kilowatt hours sold within the Company's service
territory, as determined by the MPUC.
Other features of the legislation include the following:
(a) After the effective date of the legislation, if an entity purchases
10% or more of the stock of a distribution utility, including the Company,
the purchasing entity and any related entity would be prohibited from
selling generation service to any retail customer in Maine.
(b) The legislation encourages the generation of electricity from
renewable resources by requiring competitive providers, as a condition of
licensing, to demonstrate to the MPUC that no less than 30% of their
portfolios of supply sources for retail sales in Maine are accounted for by
renewable resources.
(c) The legislation requires the MPUC to ensure that standard-offer
service is available to all consumers, but any competitive provider
affiliated with the Company would be limited to providing such service for
only up to 20% of the electric load in the Company's service territory.
(d) Beginning March 1, 2002, or, by MPUC rule, as early as March 1, 2000,
the providing of billing and metering services will be subject to
competition.
(e) A customer who significantly reduces or eliminates consumption of
electricity due to self-generation, conversion to an alternative fuel, or
demand-side management may not be assessed an exit fee or re-entry fee in
any form for such reduction or elimination of consumption or for the re-
establishment of service with a transmission and distribution utility.
(f) Finally, the legislation provides for programs for low-income
assistance, energy conservation, research and development on renewable
resources, assistance for utility employees laid off as a result of the
legislation, and nuclear plant decommissioning costs, all funded through
transmission and distribution utility rates and charges.
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The Company has stated that it supports the legislation ultimately enacted,
which reflects protracted negotiations and compromises among the interested
constituencies, and is evaluating means of mitigating its strandable costs
through the financing of the stranded assets. The Company believes, however,
that some of the limitations imposed on transmission and distribution
utilities in the legislation are unnecessary and inappropriate in the
contemplated competitive environment.
FORMATION OF HOLDING COMPANY
On December 8, 1997, the Company filed an application with the MPUC for
authorization to create a holding company that would have as subsidiaries the
Company, the Company's existing non-utility subsidiaries and other entities.
The Company believes that a holding company structure will facilitate the
Company's transition to a partially deregulated electricity market that
provides open access to electricity for Maine consumers beginning on March 1,
2000. Competing as an electric energy provider in that market as of that date
will require the creation of an energy company that is legally separate from
the Company. Creation of an affiliated energy marketing affiliate is proposed
in the MPUC filing.
The Company's application to the MPUC also requests approval of the creation
of a limited liability company in which a proposed new subsidiary of the
holding company would hold a fifty percent membership interest to participate
in the natural gas distribution business in Maine, with the remaining fifty
percent interest being held by New York State Electric & Gas Corporation
("NYSEG") or its affiliate. The Company and NYSEG have entered into an
agreement to pursue the development of a gas distribution business to serve
Maine consumers who do not have access to gas service.
The proposed holding company formation must also be approved by federal
regulators, including the Commission and the FERC, and by the holders of the
Company's common stock and 6% Preferred Stock. The Company intends to take
steps to pursue these approvals.
PROPOSED FEDERAL INCOME TAX ADJUSTMENTS
On September 3, 1997, the Company received from the Internal Revenue Service
("IRS") a Revenue Agent's Report summarizing all adjustments proposed by the
IRS as a result of its audit of the Company's Federal income tax returns for
the years 1992 through 1994, and the Company has received a notice of
deficiency relating to the proposed disallowances. There are two significant
disallowances among those proposed by the IRS. The first is a disallowance of
the Company's write-off of the under collected balance of fuel and purchased-
power costs and the unrecovered balance of its unbilled Electric Revenue
Adjustment Mechanism ("ERAM") revenues, both as of December 31, 1994, which
were charged to income in 1994 in connection with the adoption of the ARP
effective January 1, 1995. The second major adjustment would disallow the
Company's 1994 deduction of the cost of the buyout of the Fairfield Energy
Venture purchased-power contract by the Company in 1994. The aggregate tax
impact, including both Federal and state taxes, of the unresolved issues
amounts to approximately $39 million, over 90% of which is associated with the
two major disallowances. The two major disallowances relate largely to the
timing of the deductions and would not affect net income except for the
cumulative interest impact which, through September 30, 1997, amounted to
$11.7 million, or a decrease in net income of $7.0 million, and which is
expected to increase interest expense approximately $433.3 thousand per month
until either the tax deficiency is paid or the issues are resolved in favor of
the Company, in which case no interest is due. If the IRS were to prevail, the
Company would be required to make a tax payment of approximately $33 million,
but the Company believes in that event deductions would be amortized over
periods of up to twenty post-1994 tax years. The Company believes its tax
treatment of the unresolved issues was proper and intends to contest the
proposed adjustments vigorously, and as a result the potential interest has
not been accrued. The Company cannot predict the results of its planned
appeals. In addition, the Company incurred $1.1 million of income tax expense
related to settlements of uncontested items in connection with the 1992-1994
IRS audits, and amended return adjustments for 1995 and 1996.
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THE COMPANY
The Company, a Maine corporation organized in 1905, is an investor-owned
electric utility engaged primarily in the generation, purchase, transmission,
distribution and sale of electric energy for the benefit of retail customers
in southern and central Maine and wholesale customers, principally other
utilities (see "Recent Developments"). The principal executive offices of the
Company are located at 83 Edison Drive, Augusta, Maine 04336, and the
Company's telephone number is (207) 623-3521.
The Company serves more than 521,000 customers in its 11,000 square mile
service area in southern and central Maine. The Company's service area
contains the bulk of Maine's industrial centers and includes about 77 percent
of the total population of the State. The Company's industrial and commercial
customers include major producers of pulp and paper products, producers of
chemicals, plastics, electric components, processed food and footwear, and
shipbuilders.
RATIO OF EARNINGS TO FIXED CHARGES
As computed in accordance with Item 503(d) of Regulation S-K of the
Commission, the Company's unaudited ratio of earnings to fixed charges for the
twelve-month period ended December 31, 1997 was 1.4, and such ratio for each
of the calendar years (the Company's fiscal year being a calendar year) in the
period 1993 through 1997, inclusive, was 2.7, 0.3, 2.0, 2.8 and 1.4,
respectively.
USE OF PROCEEDS
The net proceeds to be received by the Company from the sale or sales of the
Notes will be used for general corporate purposes, including, but not limited
to, the repayment of short-term borrowings and other forms of indebtedness,
investments in related companies, and construction financing.
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DESCRIPTION OF NOTES
The following description sets forth certain general terms and provisions of
the Notes. The particular terms of any Notes will be described in the Pricing
Supplement relating to such Notes. The statements made herein are a summary
only, do not purport to be complete, and are qualified in their entirety by
the detailed provisions of an Indenture between the Company and The Bank of
New York (the "Trustee"), dated as of August 1, 1989, as supplemented by the
First Supplemental Indenture, dated as of August 7, 1989, the Second
Supplemental Indenture, dated as of January 10, 1992, the Third Supplemental
Indenture, dated as of December 15, 1994 and the Fourth Supplemental Indenture
to be entered into in connection with the Notes (collectively, the
"Indenture"). Copies of the Indenture, including supplemental indentures, are
filed or incorporated by reference as exhibits to the Registration Statement,
and such exhibits are incorporated herein by reference. All article and
section references are references to articles and sections of the Indenture.
GENERAL
The Notes will be issued under the Indenture, will be unsecured and will
rank equally with the Company's other unsecured senior indebtedness. The Notes
are limited to an aggregate principal amount of $400,000,000 and will
constitute the fourth series of Securities (as defined below) issued under the
Indenture and the fourth series of the Company's Medium-Term Notes. Under the
Indenture, the Company may issue from time to time its notes, debentures or
other evidences of indebtedness, in one or more series (hereinafter referred
to as the "Securities"). The Indenture does not limit the amount of Securities
which may be issued thereunder and additional Securities may be issued
thereunder up to the aggregate principal amount which may be authorized from
time to time by the Company. Capitalized terms used but not otherwise defined
herein have the meanings specified in the Indenture.
The holders of the Company's Preferred Stock have specifically consented to
the issuance of unsecured medium-term notes in an aggregate principal amount
of $500,000,000 outstanding at any one time. Medium-term notes in such an
amount are therefore not subject to the Company's charter restriction on the
issuance of unsecured securities, which (except in the case of certain
refundings) limits such unsecured securities to an amount equal to 20 percent
of the aggregate of all outstanding secured indebtedness, plus capital and
surplus (with certain adjustments). The Notes offered hereby and the Medium-
Term Notes, Series A, the Medium-Term Notes, Series B and the Medium-Term
Notes, Series C previously issued under the Indenture constitute unsecured
medium-term notes for the purpose of the foregoing consent. As of the date of
this Prospectus, $43 million in aggregate principal amount of unsecured
medium-term notes is outstanding.
In the event that the aggregate principal amount of unsecured medium-term
notes at any time outstanding (including, without limitation, the Notes, the
Medium-Term Notes, Series A, the Medium-Term Notes, Series B and the Medium-
Term Notes, Series C) exceeds $500,000,000, the excess of such amount would be
subject to the charter restriction described above. The Company has applied
for approval of the MPUC for the issuance of up to $500,000,000 in aggregate
principal amount of medium-term notes of any series at any one time
outstanding. Issuance of medium-term notes in excess of that amount would
require further approvals.
The Notes may be offered on a continuing basis and each Note will mature
from nine months to thirty years from its date of issue, as selected by the
initial purchaser and agreed to by the Company, and may be subject to
redemption at the option of the Company or repayment at the option of the
Holder prior to Specified Maturity (as set forth below under "Optional
Redemption" and "Repayment at Holder's Option") at the price or prices
specified in the applicable Pricing Supplement. Each Note will be either (i) a
Fixed Rate Note, which may bear interest at a rate of zero in the case of
certain Notes issued at an Issue Price (as defined below) representing a
discount from the principal amount payable at its Specified Maturity (a "Zero-
Coupon Note"), or (ii) a Floating Rate Note which will bear interest at a rate
determined by reference to an interest rate basis or combination of interest
rate bases (the "Base Rate") specified in the applicable Pricing Supplement
that may be adjusted by a Spread and/or Spread Multiplier (each as defined
below).
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Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note in fully registered form without coupons. Except as set
forth below under "Book-Entry System", Book-Entry Notes will not be
exchangeable for Certificated Notes.
The authorized denominations of the Notes will be $25,000 or any larger
amount that is an integral multiple of $1,000.
"Business Day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation to
be closed in The City of New York and (b) with respect to LIBOR Notes, a
London Banking Day. "London Banking Day" means any day on which dealings in
deposits in U.S. dollars are transacted in the London interbank market.
"Index Maturity" means, with respect to a Floating Rate Note, the period to
maturity of the instrument or obligation on which the interest rate formula is
based, as specified in the applicable Pricing Supplement.
"Original Issue Discount Note" means, (i) a Note, including any Zero Coupon
Note, that has a "stated redemption price at maturity" that exceeds its "issue
price"(as such terms are defined for Federal income tax purposes) by at least
0.25% of its principal amount multiplied by the number of full years from the
Original Issue Date to the Specified Maturity for such Note and (ii) any other
Note designated by the Company as issued with original issue discount for
United States Federal income tax purposes.
The Pricing Supplement relating to each Note will describe the following
terms: (1) whether such Note is a Fixed Rate Note or a Floating Rate Note, (2)
the price (expressed as a percentage of the aggregate principal amount
thereof) at which such Note will be issued (the "Issue Price"); (3) the date
on which such Note will be issued (the "Original Issue Date"); (4) the date on
which such Note will mature (the "Specified Maturity"); (5) if such Note is a
Fixed Rate Note, the rate per annum at which such Note will bear interest, if
any, and the date or dates on which interest will be payable (each, an
"Interest Payment Date"), if other than March 1 and September 1 and, if so
stated in the applicable Pricing Supplement, that such rate may be changed by
the Company prior to the Specified Maturity, and, if so, the Optional Reset
Dates (as defined below) and the basis or formula for such change, if any; (6)
if such Note is a Floating Rate Note, the Base Rate, the Initial Interest
Rate, if available, the Interest Reset Period, the Interest Reset Dates, the
Interest Determination Dates, the Calculation Dates, the Interest Payment
Period, the Interest Payment Dates, the Index Maturity, the Maximum Interest
Rate and the Minimum Interest Rate, if any, and the Spread and/or Spread
Multiplier, if any (all as defined below), and any other terms relating to the
particular method of calculating the interest rate for such Note and, if so
specified in the applicable Pricing Supplement, that any such Spread and/or
Spread Multiplier may be changed by the Company prior to the Specified
Maturity and, if so, the Optional Reset Dates (as defined below) and the basis
or formula for such change, if any; (7) whether such Note is an Original Issue
Discount Note, and if so, the yield to maturity; (8) the regular record date
or dates (a "Regular Record Date") if other than as set forth below with
respect to Fixed Rate Notes and Floating Rate Notes; (9) certain specified
United States Federal income tax consequences of the purchase, ownership and
disposition of such Note, if applicable; (10) whether such Note may be
redeemed at the option of the Company or repaid at the option of the Holder
prior to the Specified Maturity and, if so, the provisions relating to such
redemption or repayment; (11) whether such Note will be issued initially as a
Book-Entry Note or a Certificated Note; and (12) any other terms of such Note
not inconsistent with the provisions of the Indenture.
PAYMENT OF PRINCIPAL AND INTEREST
Until the Notes are paid, or payment thereof is provided for, the Company
will, at all times, maintain a paying agent (the "Paying Agent") in The City
of New York capable of performing the duties described herein to be performed
by the Paying Agent. The Company has initially appointed The Bank of New York
as Paying Agent.
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Payments of principal and interest (and premium, if any) to Beneficial
Owners (as defined below) of Book-Entry Notes are expected to be made in
accordance with the Depository's and its participants' procedures in effect
from time to time as described below under "Book-Entry System".
Unless otherwise specified in the applicable Pricing Supplement, payments of
interest on Certificated Notes (other than interest payable at Maturity (as
defined below)), will be made by mailing a check to the Holder at the address
of such Holder appearing on the Register on the applicable Regular Record
Date. Unless otherwise specified in the applicable Pricing Supplement,
principal and any premium and interest payable with respect to any
Certificated Note at Maturity (as defined below) will be paid in immediately
available funds upon surrender of such Note at the office of the Paying Agent.
"Maturity" means the date on which the principal of a Note becomes due and
payable in full in accordance with its terms and the terms of the Indenture,
whether at Specified Maturity or earlier by declaration of acceleration, call
for redemption or otherwise.
Any payment required to be made in respect of a Note on a day that is not a
Business Day for such Note need not be made on such date, but may be made on
the immediately succeeding Business Day (except that in the case of a LIBOR
Note, if such Business Day is in the immediately succeeding calendar month,
such payment shall be made on the immediately preceding Business Day) with the
same force and effect as if made on such date, and no additional interest
shall accrue as a result of such delayed payment.
Unless otherwise specified in the applicable Pricing Supplement, if the
principal of any Original Issue Discount Note is declared to be due and
payable immediately as described under "Events of Default" below, the amount
of principal due and payable with respect to such Note shall be limited to the
Amortized Face Amount of such Note as of the date of such declaration. The
"Amortized Face Amount" of an Original Issue Discount Note that does not bear
stated interest shall be an amount equal to the sum of (i) the principal
amount of such Note multiplied by the Issue Price set forth in the applicable
Pricing Supplement plus (ii) the portion of the difference between the dollar
amount determined pursuant to the preceding clause (i) and the principal
amount of such Note that has accrued at the yield to maturity set forth in the
Pricing Supplement (computed in accordance with generally accepted financial
practices) to such date of declaration, but in no event shall the Amortized
Face Amount of an Original Issue Discount Note exceed its principal amount.
INTEREST AND INTEREST RATES
Each Note other than certain Original Issue Discount Notes will bear
interest from its Original Issue Date or from the most recent Interest Payment
Date to which interest on such Note has been paid or duly provided for at a
fixed rate or rates per annum, or at a rate or rates per annum determined
pursuant to a Base Rate or Rates stated therein and in the applicable Pricing
Supplement that may be adjusted by a Spread and/or Spread Multiplier, until
the principal thereof is paid or made available for payment. Interest will be
payable on each Interest Payment Date and at Maturity. Interest rates, Base
Rates, Spreads and Spread Multipliers are subject to change by the Company
from time to time but no such change will affect any Note theretofore issued
or which the Company has agreed to sell, except as otherwise set forth herein.
Interest payable and punctually paid or duly provided for on any Interest
Payment Date will be paid to the person in whose name a Note is registered at
the close of business on the Regular Record Date immediately preceding such
Interest Payment Date; provided, however, that the first payment of interest
on any Note with an Original Issue Date between a Regular Record Date and the
succeeding Interest Payment Date will be made on the Interest Payment Date
following the immediately succeeding Regular Record Date to the registered
owner on such immediately succeeding Regular Record Date; and provided,
further, that interest payable at Maturity will be payable to the person to
whom principal shall be payable. The "Regular Record Date" with respect to any
Interest Payment Date shall be the date fifteen calendar days immediately
preceding such Interest Payment Date whether or not such date shall be a
Business Day, unless otherwise indicated in the applicable Pricing Supplement.
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All percentages resulting from any calculations will be rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point being rounded
upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from such calculations
on the Notes will be rounded to the nearest one cent (with one-half cent being
rounded upwards).
FIXED RATE NOTES
Each Fixed Rate Note will bear interest from its Original Issue Date at the
rate per annum stated in the applicable Pricing Supplement and on the face
thereof until the principal amount thereof is paid or made available for
payment. Payments of interest on any Fixed Rate Note with respect to any
Interest Payment Date and at Maturity will include interest from and including
the Original Issue Date or the immediately preceding Interest Payment Date to
which interest has been paid or duly provided for, to but excluding the
applicable Interest Payment Date or the date of Maturity. Unless otherwise set
forth in an applicable Pricing Supplement, interest on each Fixed Rate Note
will be payable semi-annually each September 1 and March 1 and at Maturity.
Interest on Fixed Rate Notes will be computed on the basis of a 360-day year
of twelve 30-day months, unless otherwise indicated in the applicable Pricing
Supplement.
FLOATING RATE NOTES
Each Floating Rate Note will bear interest at a rate or rates determined by
reference to the Base Rate plus or minus the Spread, if any, and/or multiplied
by the Spread Multiplier, if any (each as specified in the applicable Pricing
Supplement) until the principal thereof is paid or made available for payment.
The "Spread" is the number of basis points (one basis point equals one one-
hundredth of a percentage point) specified in the applicable Pricing
Supplement as being applicable to such Floating Rate Note, and the "Spread
Multiplier" is the percentage specified in the applicable Pricing Supplement
as being applicable to such Note. Any Floating Rate Note may also have either
or both of the following: (i) a maximum numerical interest rate limitation, or
ceiling, on the rate of interest which may accrue during any interest period
(the "Maximum Interest Rate"); and (ii) a minimum numerical interest rate
limitation, or floor, on the rate of interest which may accrue during any
interest period (the "Minimum Interest Rate"). The applicable Pricing
Supplement will designate one of the following Base Rates as applicable to
each Floating Rate Note: (a) the CD Rate (a "CD Rate Note"), (b) the
Commercial Paper Rate (a "Commercial Paper Rate Note"), (c) the Federal Funds
Rate (a "Federal Funds Rate Note"), (d) LIBOR (a "LIBOR Note"), (e) the Prime
Rate (a "Prime Rate Note"), (f) the Treasury Rate (a "Treasury Rate Note"), or
(g) such other Base Rate as is set forth in the Pricing Supplement and on the
face of such Floating Rate Note.
Each Floating Rate Note will bear interest from its Original Issue Date to
the first Interest Reset Date (as defined below) for such Note at the Initial
Interest Rate (the "Initial Interest Rate") set forth on the face thereof and
in the applicable Pricing Supplement. Thereafter, the interest rate on each
Floating Rate Note for each Interest Reset Period (as defined below) will be
equal to the interest rate calculated by reference to the Base Rate or Rates
specified on the face thereof and in the applicable Pricing Supplement plus or
minus the Spread, if any, and/or times the Spread Multiplier, if any. The
Spread and/or Spread Multiplier for a Floating Rate Note may be subject to
adjustment during an Interest Reset Period under circumstances specified
therein and in the applicable Pricing Supplement.
The Company will appoint, and enter into an agreement with, an agent (a
"Calculation Agent") to calculate interest rates on Floating Rate Notes.
Unless otherwise specified in the applicable Pricing Supplement, the
Calculation Agent for each Floating Rate Note will be the Trustee. All
determinations to be made by the Calculation Agent shall be at its sole
discretion and shall, in the absence of manifest error, be conclusive for all
purposes and binding on the Holders of Notes.
The rate of interest on each Floating Rate Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each an "Interest Reset
Period"), as specified in the applicable Pricing Supplement and on
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the face of such Floating Rate Note. Unless otherwise specified in the
applicable Pricing Supplement, the date or dates on which interest will be
reset (each an "Interest Reset Date") will be, in the case of Floating Rate
Notes that reset daily, each Business Day; in the case of Floating Rate Notes
that reset weekly (other than Treasury Rate Notes), Wednesday of each week; in
the case of Treasury Rate Notes that reset weekly, Tuesday of each week,
except as provided below; in the case of Floating Rate Notes that reset
monthly, the third Wednesday of each month; in the case of Floating Rate Notes
that reset quarterly, the third Wednesday of each of the four months specified
in the applicable Pricing Supplement and on the face of such Floating Rate
Note; in the case of Floating Rate Notes that reset semi-annually, the third
Wednesday of each of the two months specified in the applicable Pricing
Supplement and on the face of such Floating Rate Note; and in the case of
Floating Rate Notes that reset annually, the third Wednesday of the month
specified in the applicable Pricing Supplement and on the face of such
Floating Rate Note. If any Interest Reset Date for any Floating Rate Note is
not a Business Day, such Interest Reset Date shall be postponed to the next
day that is a Business Day, except, in the case of a LIBOR Note, if such
Business Day is in the immediately succeeding calendar month, such Interest
Reset Date shall be the immediately preceding Business Day.
The interest rate for each Interest Reset Period will be the rate determined
by the Calculation Agent on the Calculation Date (as defined below) pertaining
to the Interest Determination Date pertaining to the Interest Reset Date for
such Interest Reset Period. Unless otherwise specified in the applicable
Pricing Supplement, the "Interest Determination Date" pertaining to an
Interest Reset Date for CD Rate Notes, Commercial Paper Rate Notes, Federal
Funds Rate Notes and Prime Rate Notes will be the second Business Day
immediately preceding such Interest Reset Date. Unless otherwise specified in
the applicable Pricing Supplement, the Interest Determination Date pertaining
to an Interest Reset Date for a LIBOR Note will be the second London Banking
Day immediately preceding such Interest Reset Date. Unless otherwise specified
in the applicable Pricing Supplement, the Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note will be the day
of the week in which such Interest Reset Date falls on which Treasury bills of
the Index Maturity specified on the face of the Treasury Rate Notes would
normally be auctioned. Treasury bills are normally sold at auction on Monday
of each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is so
held on the preceding Friday, such Friday will be the Interest Determination
Date pertaining to the Interest Reset Date for Treasury Rate Notes occurring
in the immediately succeeding week. If an auction falls on a day that is an
Interest Reset Date for Treasury Rate Notes, such Interest Reset Date will be
the first Business Day immediately following such auction date.
Unless otherwise specified in the applicable Pricing Supplement, the
"Calculation Date", where applicable, pertaining to an Interest Determination
Date will be the earlier of (i) the tenth calendar day after such Interest
Determination Date or if such day is not a Business Day, the immediately
succeeding Business Day or (ii) the Business Day preceding the applicable
Interest Payment Date or Maturity, as the case may be.
Unless otherwise indicated in the applicable Pricing Supplement, interest on
each Floating Rate Note will be payable monthly, quarterly, semi-annually or
annually (the "Interest Payment Period"). Except as provided below or in the
applicable Pricing Supplement, the Interest Payment Dates will be, (i) in the
case of Floating Rate Notes with a daily, weekly or monthly Interest Reset
Period, on the third Wednesday of each month or on the third Wednesday of
March, June, September and December of each year, as specified in the
applicable Pricing Supplement and on the face of such Floating Rate Note; (ii)
in the case of Floating Rate Notes with a quarterly Interest Reset Period, on
the third Wednesday of March, June, September and December of each year; (iii)
in the case of Floating Rate Notes with a semi-annual Interest Reset Period,
on the third Wednesday of each of two months of each year specified in the
applicable Pricing Supplement and on the face of such Floating Rate Note; and
(iv) in the case of Floating Rate Notes with an annual Interest Reset Period,
on the third Wednesday of one month of each year specified in the applicable
Pricing Supplement and on the face of such Floating Rate Note and, in each
case, at Maturity. If any Interest Payment Date other than Maturity for any
Floating Rate Note would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be postponed to the next day that is a Business
Day, except that in the case of a LIBOR Note, if such Business Day is in the
immediately
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succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If Maturity for any Floating Rate Note falls on a day
that is not a Business Day, payment of principal, premium, if any, and
interest with respect to such Note will be made on the immediately succeeding
Business Day with the same force and effect as if made on the due date, and no
additional interest shall be payable as a result of such delayed payment.
Unless otherwise indicated in the applicable Pricing Supplement, interest
payments on each Interest Payment Date and at Maturity for Floating Rate Notes
will include accrued interest from and including the Original Issue Date or
the immediately preceding Interest Payment Date to which interest has been
paid or duly provided for, to but excluding the applicable Interest Payment
Date or the date of Maturity. Accrued interest will be calculated by
multiplying the principal amount of a Floating Rate Note by an accrued
interest factor. This accrued interest factor will be computed by adding the
interest factor calculated for each day in the period for which accrued
interest is being calculated. The interest factor (expressed as a decimal
rounded upwards, if necessary, to the next higher one hundred-thousandth of a
percentage point) for each such day will be computed by dividing the interest
rate applicable to such day by 360 in the case of CD Rate Notes, Commercial
Paper Rate Notes, Federal Funds Rate Notes, LIBOR Notes and Prime Rate Notes,
or by the actual number of days in the year, in the case of Treasury Rate
Notes. The interest rate in effect on each day will be (a) if such day is an
Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to such Interest Reset Date, or (b) if such day
is not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date pertaining to the immediately preceding Interest Reset
Date, subject in either case to any Maximum or Minimum Interest Rate
limitation referred to above and to any adjustment by a Spread and/or a Spread
Multiplier referred to above; provided, however, that the interest rate in
effect for the period from and including the Original Issue Date to but
excluding the first Interest Reset Date set forth in the Pricing Supplement
with respect to a Floating Rate Note will be the "Initial Interest Rate"
specified in the applicable Pricing Supplement. The interest rate on the
Floating Rate Notes will in no event be higher than the maximum rate permitted
by applicable law.
CD RATE NOTES
Each CD Rate Note will bear interest at the interest rate (calculated with
reference to the CD Rate and the Spread and/or Spread Multiplier, if any)
specified in such CD Rate Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "CD Rate"
means, with respect to any applicable Interest Determination Date, the rate on
such date for negotiable certificates of deposit having the Index Maturity
designated in the applicable Pricing Supplement, as such rate is published by
the Board of Governors of the Federal Reserve System in "Statistical Release
H.15(519), Selected Interest Rates", or any successor publication of the Board
of Governors of the Federal Reserve System ("H.15(519)") under the heading
"CDs (Secondary Market)" or, if such rate is not published by 3:00 P.M., New
York City time, on the Calculation Date pertaining to such Interest
Determination Date, the CD Rate for such Interest Determination Date will be
the rate on such Interest Determination Date for negotiable certificates of
deposit having the Index Maturity designated in the applicable Pricing
Supplement as published by the Federal Reserve Bank of New York in its daily
statistical release "Composite 3:30 P.M. Quotations for U.S. Government
Securities" or any successor publication of the Federal Reserve Bank of New
York ("Composite Quotations") under the heading "Certificates of Deposit". If
such rate is not published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, then the CD Rate for such Interest Determination Date will
be calculated by the Calculation Agent and will be the arithmetic mean of the
secondary market offered rates as of 10:00 A.M., New York City time, on such
Interest Determination Date of three leading nonbank dealers in negotiable
U.S. dollar certificates of deposit in The City of New York selected by the
Calculation Agent for negotiable certificates of deposit of major United
States money center banks of the highest credit standing (in the market for
negotiable certificates of deposit) with a remaining maturity closest to the
Index Maturity designated in the applicable Pricing Supplement in a
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denomination of $5,000,000; provided, however, that if the dealers selected as
aforesaid by the Calculation Agent are not quoting as mentioned in this
sentence, the CD Rate with respect to such Interest Determination Date will be
the CD Rate in effect immediately prior to such Interest Determination Date.
COMMERCIAL PAPER RATE NOTES
Each Commercial Paper Rate Note will bear interest at the interest rate
(calculated with reference to the Commercial Paper Rate and the Spread and/or
Spread Multiplier, if any) specified in such Commercial Paper Rate Note and in
the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "Commercial
Paper Rate" means, with respect to any applicable Interest Determination Date,
the Money Market Yield (calculated as described below) of the rate on such
date for commercial paper having the Index Maturity designated in the
applicable Pricing Supplement, as such rate is published in H.15(519), under
the heading "Commercial Paper" or, if such rate is not published by 3:00 P.M.,
New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Commercial Paper Rate for such Interest Determination
Date will be the Money Market Yield of the rate on such Interest Determination
Date for commercial paper having the Index Maturity designated in the
applicable Pricing Supplement as published in Composite Quotations under the
heading "Commercial Paper". If such rate is not published in either H.15(519)
or Composite Quotations by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, then the Commercial Paper
Rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be the Money Market Yield of the arithmetic mean
of the offered rates as of 11:00 A.M., New York City time, on such Interest
Determination Date of three leading dealers of commercial paper in The City of
New York selected by the Calculation Agent for commercial paper having the
Index Maturity designated in the applicable Pricing Supplement, placed for an
industrial issuer whose bond rating is "AA", or the equivalent, from a
nationally recognized rating agency; provided, however, that if the dealers
selected as aforesaid by the Calculation Agent are not quoting as mentioned in
this sentence, the Commercial Paper Rate with respect to such Interest
Determination Date will be the Commercial Paper Rate in effect immediately
prior to such Interest Determination Date.
"Money Market Yield" means a yield (expressed as a percentage rounded to the
nearest one hundred-thousandth of a percentage point) calculated in accordance
with the following formula:
Money Market Yield = D X 360 X 100
-----------
360-(D X M)
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES
Each Federal Funds Rate Note will bear interest at the interest rate
(calculated with reference to the Federal Funds Rate and the Spread and/or
Spread Multiplier, if any) specified in such Federal Funds Rate Note and in
the applicable Pricing Supplement.
Unless otherwise indicated in the applicable Pricing Supplement, "Federal
Funds Rate" means, with respect to any applicable Interest Determination Date,
the rate on such date for Federal Funds as published in H.15(519) under the
heading "Federal Funds (Effective)" or, if such rate is not published by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Federal Funds Rate for such Interest Determination
Date will be the rate on such Interest Determination Date as published in
Composite Quotations under the heading "Federal Funds/Effective Rate". If such
rate is not published in either H.15(519) or Composite Quotations by 3:00
P.M., New York City time, on the Calculation Date pertaining to such Interest
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Determination Date, then the Federal Funds Rate for such Interest
Determination Date will be calculated by the Calculation Agent and will be the
arithmetic mean of the rates, as of 9:00 A.M., New York City time, on such
Interest Determination Date, for the last transaction in overnight Federal
Funds arranged by three leading brokers of Federal Funds transactions in The
City of New York selected by the Calculation Agent; provided, however, that if
the brokers selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, the Federal Funds Rate with respect to such
Interest Determination Date will be the Federal Funds Rate in effect
immediately prior to such Interest Determination Date.
LIBOR NOTES
Each LIBOR Note will bear interest at the interest rate (calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any) specified
in such LIBOR Note and in the applicable Pricing Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "LIBOR"
means, with respect to any applicable Interest Determination Date, the rate
determined in accordance with the following provisions:
(i) With respect to any such Interest Determination Date, LIBOR will be
either: (a) if "LIBOR Reuters" is specified in the LIBOR Note and the
applicable Pricing Supplement, the arithmetic mean of the offered rates
(unless the specified designated LIBOR Page (as defined below) by its terms
provides only for a single rate, in which case such single rate shall be
used) for deposits in United States dollars having the Index Maturity
designated in such LIBOR Note and the applicable Pricing Supplement,
commencing on the second London Banking Day immediately following the
Interest Determination Date, which appear on the Designated LIBOR Page
specified in such LIBOR Note and the applicable Pricing Supplement as of
11:00 A.M., London time, on that Interest Determination Date, if at least
two such offered rates appear (unless, as aforesaid, only a single rate is
required) on such Designated LIBOR Page, or (b) if "LIBOR Telerate" is
specified in such LIBOR Note and the applicable Pricing Supplement, the
rate for deposits in United States dollars having the Index Maturity
specified in such LIBOR Note and the applicable Pricing Supplement,
commencing on the second London Banking Day immediately following such
Interest Determination Date, which appears on the Designated LIBOR Page
designated in such LIBOR Note and the applicable Pricing Supplement as of
11:00 A.M. London time on that Interest Determination Date. Notwithstanding
the foregoing, if fewer than two offered rates appear on the Designated
LIBOR Page with respect to LIBOR Reuters (unless the specified Designated
LIBOR Page with respect to LIBOR Reuters by its terms provides only for a
single rate, in which case such single rate shall be used), or if no rate
appears on the Designated LIBOR Page with respect to LIBOR Telerate,
whichever may be applicable, LIBOR in respect of the related Interest
Determination Date will be determined as if the parties had specified the
rate described in clause (ii) below.
(ii) With respect to any such Interest Determination Date on which fewer
than two offered rates appear on the Designated LIBOR Page with respect to
LIBOR Reuters (unless the Designated LIBOR Page by its terms provides only
for a single rate, in which case such single rate shall be used), or if no
rate appears on the Designated LIBOR Page with respect to LIBOR Telerate,
as the case may be, the Calculation Agent will request the principal London
office of each of four major banks in the London interbank market selected
by the Calculation Agent to provide the Calculation Agent with its offered
rate quotation for deposits in United States dollars for the period of the
Index Maturity designated in such LIBOR Note and the applicable Pricing
Supplement, commencing on the second London Banking Day immediately
following such Interest Determination Date, to prime banks in the London
interbank market as of 11:00 A.M., London time, on such Interest
Determination Date and in a principal amount that is representative for a
single transaction in United States dollars in such market at such time. If
at least two such quotations are provided, LIBOR determined on such
Interest Determination Date will be the arithmetic mean of such quotations.
If fewer than two quotations are provided, LIBOR determined on such
Interest Determination Date will be the arithmetic mean of the rates quoted
as of 11:00 A.M. in The City of New York, on such Interest Determination
Date by three major banks in The City of New York selected by the
Calculation Agent for loans in United States dollars to leading banks,
having the Index Maturity designated in such LIBOR Note
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and the applicable Pricing Supplement in a principal amount that is
representative for a single transaction in United States dollars in such
market at such time; provided, however, that if the banks so selected by
the Calculation Agent are not quoting as mentioned in this sentence, LIBOR
determined on such Interest Determination Date will be LIBOR in effect on
such Interest Determination Date.
"Designated LIBOR Page" means either (a) the display on the Reuters Monitor
Money Rates Service for the purpose of displaying the London interbank rates
of major banks for United States dollars (if "LIBOR Reuters" is designated in
the LIBOR Note and the applicable Pricing Supplement), or (b) the display on
the Dow Jones Telerate Service for the purpose of displaying the London
interbank rates of major banks for United States dollars (if "LIBOR Telerate"
is designated in the Note and the applicable Pricing Supplement). If neither
LIBOR Reuters nor LIBOR Telerate is specified in the LIBOR Note and the
applicable Pricing Supplement, LIBOR will be determined as if LIBOR Telerate
(page 3750) had been chosen.
PRIME RATE NOTES
Each Prime Rate Note will bear interest at the interest rate (calculated
with reference to the Prime Rate and the Spread and/or Spread Multiplier, if
any) specified in such Prime Rate Note and in the applicable Pricing
Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "Prime
Rate" means, with respect to any applicable Interest Determination Date, the
rate set forth in H.15(519) for such date under the heading "Bank Prime Loan"
or, if such rate is not published by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, the Prime
Rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the rates of interest
publicly announced by each bank named on the Reuters Screen USPRIME 1 Page as
such bank's prime rate or base lending rate as in effect for such Interest
Determination Date as quoted on the Reuters Screen USPRIME 1 Page on such
Interest Determination Date, or, if fewer than four such rates appear on the
Reuters Screen USPRIME 1 Page for such Interest Determination Date, the rate
shall be the arithmetic mean of the prime rates quoted on the basis of the
actual number of days in the year divided by 360 as of the close of business
on such Interest Determination Date by at least two of the three major money
center banks in The City of New York selected by the Calculation Agent. If
fewer than two quotations are provided as aforesaid, the Prime Rate for such
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the arithmetic mean of the prime rates quoted in The City of New York
on such date by the appropriate number of substitute banks or trust companies
organized and doing business under the laws of the United States, or any State
thereof, in each case having total equity capital of at least U.S. $500
million and being subject to supervision or examination by a Federal or state
authority, selected by the Calculation Agent to quote such rate or rates;
provided, however, that if the Prime Rate is not published in H.15(519) and
the banks or trust companies selected as aforesaid are not quoting as
mentioned in this sentence, the Prime Rate with respect to such Interest
Determination Date will be the Prime Rate in effect immediately prior to such
Interest Determination Date. "Reuters Screen USPRIME 1 Page" means the display
designated as page "USPRIME 1" on the Reuters Monitor Money Rate Service (or
such other page as may replace page USPRIME 1 on that service for the purpose
of displaying prime rates or base lending rates of major United States banks).
TREASURY RATE NOTES
Each Treasury Rate Note will bear interest at the interest rate (calculated
with reference to the Treasury Rate and the Spread and/or Spread Multiplier,
if any) specified in such Treasury Rate Note and in the applicable Pricing
Supplement.
Unless otherwise specified in the applicable Pricing Supplement, "Treasury
Rate" means, with respect to any applicable Interest Determination Date, the
rate applicable to the most recent auction of direct obligations of the United
States ("Treasury bills") having the Index Maturity specified in the
applicable Pricing Supplement and such Treasury Rate Note, as such rate is set
forth in H.15(519) under the heading "Treasury Bills--auction
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average (Investment)" or, if not so made available by 3:00 P.M., New York City
time, on the Calculation Date pertaining to such Interest Determination Date,
the Treasury Rate for such Interest Determination Date will be the auction
average rate (expressed as a bond equivalent, on the basis of a year of 365 or
366 days, as applicable, and applied on a daily basis) as otherwise announced
by the United States Department of the Treasury. In the event that the results
of the auction of Treasury bills having the specified Index Maturity are not
reported as provided above by 3:00 P.M., New York City time, on such
Calculation Date or if no such auction is held in a particular week, then the
Treasury Rate shall be calculated by the Calculation Agent and shall be the
yield to maturity (expressed as a bond equivalent, on the basis of a year of
365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of three
leading primary United States government securities dealers selected by the
Calculation Agent for the issue of Treasury bills with a remaining maturity
closest to the applicable Index Maturity; provided, however, that if the
dealers selected as aforesaid by the Calculation Agent are not quoting as
mentioned above, the Treasury Rate with respect to such Interest Determination
Date shall be the Treasury Rate in effect immediately prior to such date.
ORIGINAL ISSUE DISCOUNT NOTES
The Company may from time to time offer Original Issue Discount Notes. The
applicable Pricing Supplement to certain Original Issue Discount Notes may
provide that the Holders of such Notes will not receive periodic payments of
interest. For the purpose of determining whether Holders of the requisite
principal amount of Notes outstanding under the Indenture have made a demand
or given a notice or waiver or taken any other action, the outstanding
principal amount of Original Issue Discount Notes shall be deemed to be the
amount of the principal that would be due and payable upon declaration of
acceleration of the Specified Maturity thereof as of the date of such
determination.
Notwithstanding anything in this Prospectus to the contrary, unless
otherwise specified in the applicable Pricing Supplement, if a Note is an
Original Issue Discount Note, the amount payable on such Note in the event of
Maturity prior to the Specified Maturity shall be the Amortized Face Amount of
such Note as of such Maturity.
INTEREST RATE RESET
If the Company has the option with respect to any Note to reset the interest
rate, in the case of a Fixed Rate Note, or to reset the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note (in each case, a "Reset
Note"), the Pricing Supplement relating to such Note will indicate such
option, and, if so, (i) the date or dates on which such interest rate or such
Spread and/or Spread Multiplier, as the case may be, may be reset (each an
"Optional Reset Date") and (ii) the basis or formula, if any, for such
resetting.
The Company may exercise such option with respect to a Note by notifying the
Paying Agent of such exercise at least 45 but not more than 60 days prior to
an Optional Reset Date for such Note. Not later than 40 days prior to such
Optional Reset Date, the Paying Agent will send to the Holder of such Note a
Notice (the "Reset Notice"), by facsimile transmission, hand delivery or
letter (first class, postage prepaid), setting forth (i) the election of the
Company to reset the interest rate, in the case of a Fixed Rate Note, or the
Spread and/or Spread Multiplier, in the case of a Floating Rate Note, (ii)
such new interest rate or such new Spread and/or Spread Multiplier, as the
case may be, and (iii) the provisions, if any, for redemption during the
period from such Optional Reset Date to the next Optional Reset Date or, if
there is no such next Optional Reset Date, to the Specified Maturity of such
Note (each period a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at
which such redemption may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to an Optional
Reset Date for a Note, the Company may, at its option, revoke the interest
rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, in either case provided for
in the Reset Notice and establish a higher interest rate, in the case of a
Fixed Rate Note, or a new Spread and/or Spread Multiplier which
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results in a higher interest rate, in the case of a Floating Rate Note, for
the Subsequent Interest Period commencing on such Optional Reset Date by
causing the Paying Agent to send by facsimile transmission, hand delivery or
letter (first class, postage prepaid) notice of such higher interest rate or
new Spread and/or Spread Multiplier, as the case may be, to the Holder of such
Note. Such notice shall be irrevocable. All Notes with respect to which the
interest rate or Spread and/or Spread Multiplier is reset on an Optional Reset
Date will bear such higher interest rate, in the case of a Fixed Rate Note, or
new Spread and/or Spread Multiplier, in the case of a Floating Rate Note.
If the Company elects to reset the interest rate or the Spread and/or Spread
Multiplier of a Note on an Optional Reset Date, the Holder of such Note will
have the option to elect repayment of such Note by the Company on such
Optional Reset Date at a price equal to the principal amount thereof plus any
accrued interest to such Optional Reset Date. In order for a Note to be so
repaid on an Optional Reset Date on which the interest rate or the Spread
and/or Spread Multiplier is reset, the Holder thereof must follow the
procedures set forth below under "Repayment at Holder's Option" for optional
repayment, except that the period for delivery of such Note or notification to
the Paying Agent shall be at least 25 but not more than 35 days prior to such
Optional Reset Date and except that a Holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to the Paying
Agent, revoke any such tender for repayment until 5:00 p.m. New York City time
on the tenth day, whether or not a Business Day, prior to such Optional Reset
Date.
EXTENDIBLE NOTES
The Pricing Supplement relating to each Note as to which the Company has the
option to extend the Specified Maturity of such Note for one or more periods
of from one to five whole years (each an "Extension Period") up to but not
beyond the date of final maturity, which shall in no event be more than thirty
years from the Original Issue Date of such Note (the "Final Maturity Date"),
will set forth each applicable Extension Period and the Final Maturity Date.
The Company may exercise such option with respect to a Note by notifying the
Paying Agent of such exercise at least 45 but not more than 60 calendar days
prior to the Specified Maturity of such Note in effect prior to the exercise
of such option (the "Original Specified Maturity Date"). If the Company so
notifies the Paying Agent of such exercise, the Paying Agent will send, not
later than 40 calendar days prior to the Original Specified Maturity Date, by
facsimile transmission, hand delivery or letter (first class, postage
prepaid), to the Holder of such Note a notice (the "Extension Notice")
relating to such Extension Period, indicating (i) that the Company has elected
to extend the Specified Maturity of such Note, (ii) the new Specified
Maturity, (iii) in the case of a Fixed Rate Note, the interest rate applicable
to the Extension Period or, in the case of a Floating Rate Note, the Spread
and/or Spread Multiplier applicable to the Extension Period, and (iv) the
provisions, if any, for redemption during the Extension Period, including the
date or dates on which or the period or periods during which and the price or
prices at which such redemption may occur during the Extension Period. Upon
the sending by the Paying Agent of an Extension Notice to the Holder of a
Note, the Specified Maturity of such Note shall be extended automatically,
and, except as modified by the Extension Notice and as described in the next
two paragraphs, such Note will have the same terms as prior to the sending of
such Extension Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior to the
Original Specified Maturity Date of a Note, the Company may, at its option,
revoke the interest rate, in the case of a Fixed Rate Note, or the Spread
and/or Spread Multiplier, in the case of a Floating Rate Note, provided for in
the Extension Notice and establish a higher interest rate, in the case of a
Fixed Rate Note, or a new Spread and/or Spread Multiplier which results in a
higher interest rate, in the case of a Floating Rate Note, for the Extension
Period by causing the Paying Agent to send by facsimile transmission, hand
delivery or letter (first class, postage prepaid) notice of such higher
interest rate or new Spread and/or Spread Multiplier, as the case may be, to
the Holder of such Note. Such notice shall be irrevocable. All Notes with
respect to which the Specified Maturity is extended will bear such higher
interest rate, in the case of a Fixed Rate Note, or new Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, for the Extension Period,
whether or not tendered for repayment as provided in the next paragraph.
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If the Company elects to extend the Specified Maturity of a Note, the Holder
of such Note will have the option to elect repayment of such Note by the
Company on the Original Specified Maturity Date at a price equal to the
principal amount thereof plus any accrued and unpaid interest to such date. In
order for a Note to be so repaid on the Original Specified Maturity Date, the
Holder thereof must follow the procedures set forth below under "Repayment at
Holder's Option" for optional repayment, except that the period for delivery
of such Note or notification to the Paying Agent shall be at least 25 but not
more than 35 calendar days prior to the Original Specified Maturity Date. A
Holder who has tendered a Note for repayment following receipt of an Extension
Notice may revoke such tender for repayment by written notice to the Paying
Agent received prior to 5:00 P.M., New York City time, on the tenth day prior
to the Original Specified Maturity Date.
COMBINATION OF PROVISIONS
If so specified in the applicable Pricing Supplement, any Note may be
subject to all of the provisions, or any combination of the provisions,
described above under "Interest Rate Reset" and "Extendible Notes".
OPTIONAL REDEMPTION
The Pricing Supplement relating to each Note will indicate either that such
Note cannot be redeemed prior to its Specified Maturity or that such Note will
be redeemable at the option of the Company on a date or dates specified prior
to its Specified Maturity at a price or prices set forth in the applicable
Pricing Supplement, together with accrued interest to the date fixed for
redemption. The Notes will not be subject to any sinking fund, unless
specified in the applicable Pricing Supplement. The Company may redeem any of
the Notes which are redeemable and remain outstanding either in whole or from
time to time in part, upon not less than 30 nor more than 60 days' notice. If
fewer than all of the Notes with like tenor and terms are to be redeemed, the
Notes to be redeemed shall be selected by the Trustee by such method as the
Trustee shall deem fair and appropriate.
REPAYMENT AT HOLDER'S OPTION
The Pricing Supplement relating to each Note will indicate whether such Note
is repayable at the option of the Holder on a date or dates specified prior to
its Specified Maturity at a price or prices set forth in the applicable
Pricing Supplement, together with accrued interest to the date fixed for
repayment.
In order for a Note to be so repaid, the Paying Agent must receive at least
30 days but not more than 45 days prior to the repayment date (i) the Note
with the form entitled "Option to Elect Repayment" on the reverse of the Note
duly completed or (ii) a facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States
setting forth the name of the Holder of the Note, the principal amount of the
Note, the principal amount of the Note to be repaid, the certificate number or
a description of the tenor and terms of the Note, a statement that the option
to elect repayment is being exercised thereby and a guarantee that the Note to
be repaid with the form entitled "Option to Elect Repayment" on the reverse of
the Note duly completed will be received by the Paying Agent not later than
five Business Days after the date of such facsimile transmission or letter and
such Note and form duly completed are received by the Paying Agent by such
fifth Business Day. Exercise of the repayment option by the Holder of a Note
shall be irrevocable. The repayment option may be exercised by the Holder of a
Note for less than the entire principal amount of the Note provided that the
principal amount of the Note remaining outstanding after repayment is an
authorized denomination.
While the Book-Entry Notes are represented by the Global Securities held by
or on behalf of the Depository, and registered in the name of the Depository
or the Depository's nominee, the option for repayment may be exercised by the
applicable Participant (as defined below) that has an account with the
Depository, on behalf of the Beneficial Owners (as defined below) of the
Global Security or Securities representing such Book-Entry Notes, by
delivering a written notice substantially similar to the above mentioned form
to the Paying Agent at least 30 days but not more than 60 days prior to the
date of repayment. Notices of elections from Participants on
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behalf of Beneficial Owners of the Global Security or Securities representing
such Book-Entry Notes to exercise their option to have such Book-Entry Notes
repaid must be received by the Paying Agent by 5:00 P.M., New York City time,
on the last day for giving such notice. In order to ensure that a notice is
received by the Paying Agent on a particular day, the Beneficial Owner of the
Global Security or Securities representing such Book-Entry Notes must so
direct the applicable Participant before such Participant's deadline for
accepting instructions for that day. Different firms may have different
deadlines for accepting instructions from their customers. Accordingly,
Beneficial Owners of the Global Security or Securities representing Book-Entry
Notes should consult the Participants through which they own their interest
therein for the respective deadlines for such Participants. All notices shall
be executed by a duly authorized officer of such Participant (with signatures
guaranteed) and shall be irrevocable. In addition, Beneficial Owners of the
Global Security or Securities representing Book-Entry Notes shall effect
delivery at the time such notices of election are given to the Depository by
causing the applicable Participant to transfer such Beneficial Owner's
interest in the Global Security or Securities representing such Book-Entry
Notes, on the Depository's records, to the Trustee. See "Book-Entry System".
If applicable, the Company will comply with the requirements of Rule 14e-1
under the Securities Exchange Act of 1934, as amended, and any other
securities laws or regulations in connection with any such repayment.
REPURCHASE
The Company may at any time purchase Notes at any price in the open market
or otherwise. Notes so purchased by the Company may be held or resold or, at
the discretion of the Company, may be surrendered to the Trustee for
cancellation. If any Notes and the applicable Pricing Supplement provide for
mandatory sinking fund payments with respect to such Notes, the Indenture
provides that in lieu of making all or any part of any mandatory sinking fund
payment in cash, the Company may deliver to the Trustee any such Notes
previously purchased or otherwise acquired by the Company (to the extent not
previously credited).
OTHER PROVISIONS
Any provisions with respect to the determination of an interest rate basis,
the specifications of interest rate basis, calculation of the interest rate
applicable to, or the principal payable at Maturity on, any Note, its Interest
Payment Dates or any other matter relating thereto may be modified by the
terms as specified under "Other Provisions" on the face of such Note, or in an
addendum relating thereto if so specified on the face thereof, and in the
applicable Pricing Supplement.
EVENTS OF DEFAULT
The Indenture provides that the following are Events of Default thereunder
with respect to the Notes: (i) default in the payment of the principal of (or
premium, if any, on) any Note when and as the same shall be due and payable;
(ii) default in making a sinking fund payment, if any, when and as the same
shall be due and payable by the terms of any Note; (iii) default for 30 days
in the payment of any installment of interest on any Note; (iv) default for 60
days after written notice (given to the Company by the Trustee or by the
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of all series affected) in the performance of any other covenant in
respect of the Notes contained in the Indenture; or (v) certain events of
bankruptcy, insolvency or reorganization, or any related court appointment of
a receiver, liquidator or trustee of the Company or any substantial part of
its property. (Section 6.1) An Event of Default with respect to the Notes does
not necessarily constitute an Event of Default with respect to any other
series of Securities issued under the Indenture. The Trustee may withhold
notice to the Holders of the Notes of any default with respect to the Notes
(except a default in the payment of principal or premium, if any, or interest)
if it considers such withholding in the interest of such Holders. (Section
6.11)
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If any Event of Default with respect to the Notes shall have occurred and be
continuing, the Trustee or the Holders of not less than 25% in aggregate
principal amount of the Outstanding Notes (or, in the case of certain Events
of Default that affect all series of Securities then Outstanding, the Holders
of not less than 25% in aggregate principal amount of all the Securities then
outstanding treated as one class) may declare the principal, or in the case of
discounted Notes, such portion thereof as may be described in the Pricing
Supplement, of all the Notes to be due and payable immediately; however,
subject to certain conditions, any such declaration and its consequences may
be rescinded or annulled by the Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes. (Section 6.1)
Within four months after the close of each year the Company must file with
the Trustee a certificate, signed by specified officers, stating whether or
not such officers have knowledge of any default relating to its covenants,
agreements and obligations with respect to Paying Agents or the maintenance of
its corporate existence, and, if so, specifying each such default and the
nature thereof. (Section 4.6)
Subject to provisions relating to its duties during the continuance of any
Event of Default, the Trustee shall be under no obligation to exercise any of
its rights or powers under the Indenture at the request, order or direction of
any Holders, unless such Holders shall have offered to the Trustee reasonable
indemnity. (Section 7.2) Subject to such provisions for indemnification and
subject to the right of the Trustee to decline to follow any Holders'
directions under specified circumstances, the Holders of a majority in
aggregate principal amount of the Outstanding Notes may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, with
respect to the Notes. (Section 6.9)
TRANSFER
Certificated Notes may be registered for transfer or exchanged at the
Corporate Trust Office of the Trustee or at any other office or agency
maintained by the Company for such purposes, subject to the limitations in the
Indenture, without the payment of any service charge except for any tax or
governmental charge incidental thereto. (Section 3.6)
DEFEASANCE
The Indenture provides that the Company shall be discharged from its
obligations under the Indenture with respect to the Notes at any time prior to
the Stated Maturity or redemption thereof when (a) the Company has irrevocably
deposited with the Trustee, in trust, (i) sufficient funds to pay the
principal of (and premium, if any), and interest to Stated Maturity (or
redemption) on, the Notes, or (ii) such amount of direct obligations of, or
obligations the principal of and interest on which are fully guaranteed by,
the United States Government, and which are not subject to prepayment,
redemption or call, as will, together with the predetermined and certain
income to accrue thereon without consideration of any reinvestment thereof, be
sufficient to pay when due the principal of (and premium, if any), and
interest to Stated Maturity (or redemption) on, the Notes, and (b) the Company
has paid all other sums payable with respect to the Notes. Upon such
discharge, the Holders of the Notes shall no longer be entitled to the
benefits of the Indenture, except for the purposes of registration of transfer
and exchange of the Notes, and replacement of lost, stolen or mutilated Notes.
(Sections 12.1 and 12.3)
MODIFICATIONS OF INDENTURE
The Indenture, the rights and obligations of the Company thereunder and the
rights of the Holders may be modified with respect to one or more series of
Securities issued under the Indenture with the consent of the Holders of not
less than a majority of the aggregate principal amount of Outstanding
Securities of all series affected by the modification (voting as one class).
Without, however, the consent of the Holder of each Security affected, no
modification shall change the Stated Maturity of any Security, reduce the
principal amount or the amount of premium payable thereon, reduce the rate,
extend the time of payment or change the method of calculation of interest
thereon or reduce any amount payable on redemption thereof or reduce the
percentage
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required for modification. No modification of the Indenture subordinating the
indebtedness evidenced by any series of Securities issued thereunder to any
indebtedness of the Company is effective against any Holder of Securities
without such Holder's consent. (Section 10.2)
CONCERNING THE TRUSTEE
The Bank of New York is the Trustee under the Indenture. The Bank of New
York has a course of regular dealings with the Company in the ordinary course
of business and from time to time may also make short-term unsecured loans and
secured or unsecured revolving credit and term loans to the Company and
associated companies.
BOOK-ENTRY SYSTEM
Unless otherwise specified in the applicable Pricing Supplement, the
following provisions will apply to all Book-Entry Notes:
The Depository will act as securities depositary for the Book-Entry Notes.
The Book-Entry Notes will be issued as fully-registered securities registered
in the name of Cede & Co. (the Depository's nominee). One fully-registered
Global Security will be issued for each issue of the Notes, in the aggregate
principal amount of such issue, and will be deposited with the Depository. If,
however, the aggregate principal amount of any issue exceeds the maximum
principal amount authorized by the Depository, one Global Security will be
issued with respect to such maximum principal amount and an additional Global
Security will be issued with respect to any remaining principal amount of such
issue. Unless and until it is exchanged in whole or in part for Notes in
definitive registered form, a Global Security may not be transferred except as
a whole by the Depository to another nominee of the Depository or to a
successor depositary or a nominee of such successor.
The Depository has advised the Company as follows: the Depository is a
limited-purpose trust company organized under the New York Banking Law, a
"banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository holds securities that its
participants ("Participants") deposit with the Depository. The Depository also
facilitates the settlement among Participants of securities transactions, such
as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
("Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. The
Depository is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depository's system is
also available to others such as securities brokers and dealers, banks and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The rules applicable to the Depository and its Participants are on file with
the Securities and Exchange Commission.
Purchases of Book-Entry Notes under the Depository's system must be made by
or through Direct Participants, which will receive a credit for the Book-Entry
Notes on the Depository's records. The ownership interest of each actual
purchaser of each Book-Entry Note (the "Beneficial Owner") is in turn to be
recorded on the Direct and Indirect Participants' records. Beneficial Owners
will not receive written confirmation from the Depository of their purchase,
but Beneficial Owners are expected to receive written confirmations providing
details of the transactions, as well as periodic statements of their holdings,
from the Direct or Indirect Participant through which the Beneficial Owner
entered into the transaction. Transfers of ownership interests in the Book-
Entry Notes are to be accomplished by entries made on the books of
Participants acting on behalf of the Beneficial Owners. Because the Depository
can act only on behalf of Participants and persons that may hold through
Participants, the ability of an owner of a beneficial interest in a Global
Security to pledge Notes to persons or entities that do not participate in the
book-entry and transfer system of the Depository, or otherwise
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take actions in respect of such Notes, may be limited. In addition, the laws
of some states require that certain purchasers of securities take physical
delivery of such securities in definitive form. Such limits and such laws may
impair a purchaser's ability to transfer beneficial interests in a Global
Security.
To facilitate subsequent transfers, all Global Securities deposited by
Participants with the Depository are registered in the name of the
Depository's nominee, Cede & Co. The deposit of Global Securities with the
Depository and their registration in the name of Cede & Co. effect no change
in beneficial ownership. The Depository has no knowledge of the actual
Beneficial Owners of the Book-Entry Notes; the Depository's records reflect
only the identity of the Direct Participants to whose accounts such Book-Entry
Notes are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
So long as the Depository or its nominee is the registered owner of a Global
Security, the Depository or such nominee, as the case may be, will be
considered the sole owner or Holder of the Notes represented by such Global
Security for all purposes under the Indenture. Except as set forth below,
owners of beneficial interests in a Global Security will not be entitled to
have Notes represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of Certificated Notes
and will not be considered the owners or Holders of such Notes under the
Indenture.
Conveyance of notices and other communications by the Depository to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.
Redemption notices shall be sent to Cede & Co., as the Holder of the Book-
Entry Notes. If less than all of the Book-Entry Notes within an issue are
being redeemed, the Depository's current practice is to determine by lot the
amount of the interest of each Direct Participant in such issue to be
redeemed.
Neither the Depository nor Cede & Co. will consent or vote with respect to
Book-Entry Notes. Under its usual procedures, the Depository will mail an
"Omnibus Proxy" to the Company as soon as possible after the record date. The
Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts the Book-Entry Notes are credited on the record
date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Book-Entry Notes will be made to the
Depository. The Depository's practice is to credit Direct Participants'
accounts on the payable date in accordance with their respective holdings
shown on the Depository's records unless the Depository has reason to believe
that it will not receive payment on the payable date. Payments by Participants
to Beneficial Owners will be governed by standing instructions and customary
practices, as in the case of securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of the Depository or the Company, subject to any
statutory or regulatory requirements as may be in effect from time to time.
Payment of principal and interest to the Depository is the responsibility of
the Company, disbursement of such payments to Direct Participants shall be the
responsibility of the Depository, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants. Owners of beneficial interests in a Global Security that hold
through the Depository may experience some delay in the receipt of interest
payments since the Depository will forward payments to Participants, which in
turn will forward them to persons that hold through Participants or to such
owners.
A Beneficial Owner shall give notice to elect to have its Book-Entry Notes
purchased or tendered, through its Participant, to the Paying Agent, and shall
effect delivery of such Book-Entry Notes by causing the Direct Participant to
transfer the Participant's interest in the Book-Entry Notes, on the
Depository's records, to the Paying Agent. The requirement for physical
delivery of Book-Entry Notes in connection with a demand for purchase or a
mandatory purchase will be deemed satisfied when the ownership rights in the
Book-Entry Notes are transferred by a Direct Participant on the Depository's
records.
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If the Depository is at any time unwilling or unable to continue as
depositary or if the Depository ceases to be a "clearing agency" registered
pursuant to the provisions of Section 17A of the Exchange Act, and, in either
case, a successor depositary is not appointed by the Company within 90 days,
the Company will issue individual Certificated Notes in exchange for Book-
Entry Notes represented by Global Securities. In addition, the Company may at
any time, and in its sole discretion, determine not to have all or a portion
of any Book-Entry Note represented by Global Securities and in such event will
issue individual Certificated Notes in exchange for the Book-Entry Note or
portion thereof no longer to be represented by Global Securities. If the Notes
are Book-Entry Notes represented by one or more Global Securities and if an
Event of Default with respect to the Notes shall have occurred and be
continuing, the Company will issue individual Certificated Notes in exchange
for such Book-Entry Notes.
The Company may decide to discontinue use of the system of book-entry
transfers through the Depository (or a successor securities depositary). In
that event, Certificated Notes will be printed and delivered in exchange for
the Book-Entry Notes represented by the Global Securities held by the
Depository.
The information in this section concerning the Depository and the
Depository's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
Neither the Company, the Trustee, any Paying Agent nor the registrar for the
Notes will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in a
Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
In the opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the
Company, the following summary correctly describes certain United States
Federal income tax considerations as of the date of this Prospectus relating
to ownership of the Notes that may be relevant to an initial Holder of a Note.
This summary is based on laws, regulations, rulings and decisions now in
effect and which are subject to change. This summary deals only with Holders
that will hold Notes as capital assets, and does not address tax
considerations applicable to investors that may be subject to special tax
rules, such as banks, insurance companies, dealers in securities, tax-exempt
organizations, foreign investors, persons that will hold Notes as a position
in a "straddle" for tax purposes or subsequent holders. This summary does not
purport to cover all the possible tax consequences of the purchase, ownership
and disposition of Notes, and it is not intended as tax advice. Investors
should consult their own tax advisers in determining the tax consequences to
them of the purchase, ownership and disposition of Notes, including the
application to their particular situation of the tax considerations discussed
below, as well as the application of other Federal, state, local or other tax
laws.
Holders of Original Issue Discount Notes generally will be subject to the
special tax accounting rules for original issue discount obligations provided
by the Internal Revenue Code of 1986 and certain Treasury Regulations issued
thereunder (the "Regulations"). Holders of such Notes should be aware that, as
described in greater detail below, they generally must include original issue
discount in ordinary gross income for Federal income tax purposes as it
accrues, in advance of the receipt of cash attributable to that income.
In general, each Holder of an Original Issue Discount Note, whether such
Holder uses the cash or the accrual method of tax accounting, will be required
to include in ordinary gross income the sum of the "daily portions" of
original issue discount on that Note for all days during the taxable year that
the Holder owns the Note. The daily portions of original issue discount on an
Original Issue Discount Note are determined by allocating to each day in any
"accrual period" a ratable portion of the original issue discount allocable to
that accrual period. The "accrual period" for an Original Issue Discount Note
may be of any length and may vary in length over the term of the Note,
provided that each accrual period is no longer than one year and each
scheduled payment of
29
<PAGE>
principal or interest occurs either on the first day or the last day of an
accrual period. In the case of an initial Holder, the amount of original issue
discount on an Original Issue Discount Note allocable to each accrual period
is determined by (i) multiplying the "adjusted issue price" (as defined below)
of the Note by a fraction, the numerator of which is the annual yield to
maturity of the Note and the denominator of which is the number of accrual
periods in a year and (ii) subtracting from that product the amount (if any)
payable as interest at the end of that accrual period. The "adjusted issue
price" of an Original Issue Discount Note at the beginning of any accrual
period is the sum of its issue price (as such term is defined for Federal
income tax purposes (including accrued interest, if any) and the amount of
original issue discount allocable to all prior accrual periods, reduced by the
amount of all payments other than interest payments (if any) made with respect
to such Note in all prior accrual periods. As a result of this "constant
yield" method of including original issue discount income, the amounts so
includible in income by a Holder in respect of an Original Issue Discount Note
are lesser in the early years and greater in the later years than the amounts
that would be includible on a straight-line basis. In the case of an Original
Issue Discount Note that is a Floating Rate Note, both the "annual yield to
maturity" and the "amount payable as interest" are generally determined for
these purposes as though the Note bore interest in all periods at a fixed rate
equal to the level of the Base Rate (as adjusted by the applicable Spread or
Spread Multiplier, if any) on the Original Issue Date.
Payments of interest on Floating Rate Notes that are not based on current
values of an objective interest index will be considered contingent payments
and subject to special rules under the Regulations. Under the Regulations,
payments of interest on the CD Rate Notes, Commercial Paper Rate Notes,
Federal Funds Rate Notes, LIBOR Notes, Prime Rate Notes and Treasury Rate
Notes should be considered payments based on current values of objective
interest indices, and therefore the special rules concerning contingent
payments should not apply to such Notes. If any Floating Rate Note specifies a
Base Rate other than the CD Rate, Commercial Paper Rate, Federal Funds Rate,
LIBOR, Prime Rate or Treasury Rate, to the extent the Federal income tax
consequences vary from the consequences described herein, such tax
consequences will be described in the applicable Pricing Supplement.
Notes with a Specified Maturity of one year or less will be subject to
certain tax rules which apply to the timing of inclusion in income of interest
on such obligations ("Short-Term Notes"). Generally, as discussed in more
detail below, for Federal income tax purposes, an individual or other cash
method Holder of a Short-Term Note is not required to accrue any discount on
the Short-Term Note unless an election is made to do so and interest payments
on the Short-Term Note will not be includible in gross income until the
taxable year of receipt. Such a Holder may, however, be required to defer
certain interest deductions.
An obligation which is issued for an amount less than its "stated redemption
price at maturity" will generally be considered to be issued at a discount for
Federal income tax purposes. Under the Regulations, all payments (including
all stated interest) with respect to an obligation will be included in the
stated redemption price at maturity if the obligation is a Short-Term Note
and, thus, Holders will be taxed on discount in lieu of stated interest. This
discount will be equal to the excess of the stated redemption price at
maturity over the "issue price" of each Short-Term Note, unless a Holder
elects to compute this discount as acquisition discount using tax basis
instead of issue price. The issue price of each Short-Term Note will be the
initial offering price to the public at which a substantial amount of the
Short-Term Notes are sold. As previously noted, an individual or other cash
method Holder of a Short-Term Note is not required to accrue any discount for
Federal income tax purposes unless an election is made to do so. Holders who
report income for Federal income tax purposes on the accrual method and
certain other Holders, including banks and dealers in securities, are required
to accrue discount on such Short-Term Notes (as ordinary income) on a
straight-line method unless an election is made to accrue the discount
according to a constant interest method based on daily compounding. The amount
of discount which accrues in respect of a Short-Term Note while held by a
Holder will be added to such Holder's tax basis for such Note to the extent
included in income. In the case of a cash method Holder who is not required,
and does not elect, to include discount in income currently, any gain realized
on the sale, exchange or retirement of the Short-Term Note will be ordinary
income to the extent of the discount accrued on a straight-line basis (or, if
elected, according to a constant interest method based on daily compounding)
through the date of sale, exchange
30
<PAGE>
or retirement. In addition, such non-electing Holders which are not subject to
the current inclusion requirement described in this paragraph will be required
to defer deductions for any interest paid on indebtedness incurred or
continued to purchase or carry such Short-Term Notes in an amount not
exceeding the deferred interest income, until such deferred interest income is
realized.
The applicable Pricing Supplement will contain a discussion of any special
United States Federal income tax rules with respect to any Extendible Notes.
In addition, generally, for Federal income tax purposes, the defeasance of
the Indenture pursuant to Section 12.1 thereof should not result in any
Federal income tax consequences to the Holders of the Notes. However, the
Internal Revenue Service could assert that the deposit and discharge of the
Indenture should be treated as a taxable exchange for the amounts deposited
pursuant to Article 12 thereof. If such assertion were made and upheld, each
Holder of the Notes might be required to recognize gain or loss equal to the
difference between the Holder's cost or other tax basis for the Notes and the
value of the Holder's interest in the trust. Such Holders thereafter might be
required to include in income at different times and in a different amount
than would be includible in the absence of the discharge. Holders should
consult their tax advisors in determining the potential tax consequences to
them of a defeasance under the Indenture pursuant to Section 12.1 thereof.
PLAN OF DISTRIBUTION
Under the terms of the Distribution Agreement, the Notes may be offered on a
continuing basis by the Company through the Agents, each of which has agreed
to use its reasonable efforts to solicit purchases of the Notes. The Company
will pay each Agent a commission of from .125% to 1.750% of the principal
amount of each Note sold through such Agent, depending upon such Note's
Specified Maturity and the credit rating assigned to the Notes. The Company
will have the sole right to accept offers to purchase Notes and may reject any
such offer in whole or in part. Each Agent will have the right, in its
discretion reasonably exercised, to reject in whole or in part any offer to
purchase Notes received by such Agent. The Company also may sell Notes to any
Agent, acting as principal, at a discount to be agreed upon at the time of
sale, for resale to one or more investors or to one or more broker-dealers
(acting as principal for purposes of resale) at varying prices related to
prevailing market prices at the time of resale, as determined by such Agent,
or, if so agreed, at a fixed public offering price. Unless otherwise indicated
in the applicable Pricing Supplement, if any Note is resold by an Agent to any
broker-dealer at a discount, such discount will not be in excess of the
discount or commission received by such Agent from the Company. In addition,
unless otherwise indicated in the applicable Pricing Supplement, any Note
purchased by an Agent as principal will be purchased at 100% of the principal
amount thereof less a percentage equal to the commission applicable to an
agency sale of a Note having an identical Specified Maturity. After the
initial public offering of the Notes, the public offering price (in the case
of Notes to be resold on a fixed public offering price basis), the concession
and the discount may be changed. The Company also reserves the right to sell
the Notes directly to investors on its own behalf in those jurisdictions where
it is authorized to do so or as otherwise provided in the applicable Pricing
Supplement. In such circumstances, the Company will have the sole right to
accept offers to purchase Notes and may reject any proposed purchase of Notes
in whole or in part. In the case of sales made directly by the Company, no
commission will be payable.
Payment of the purchase price of the Notes will be required to be made in
funds immediately available in The City of New York.
The Agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Act"). The Company has agreed to
indemnify each Agent against certain liabilities, including liabilities under
the Act, or to contribute to payments each Agent may be required to make in
respect thereof. The Company has agreed to reimburse the Agents for certain of
the Agents' expenses, including, but not limited to, the fees and expenses of
counsel to the Agents.
In connection with the offering, the rules of the Commission permit the
Agents to engage in certain transactions that stabilize the price of the
Notes. Such transactions may consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Notes.
31
<PAGE>
If the Agents create a short position in the Notes in connection with the
offering (i.e., if they sell a larger principal amount of the Notes than is
set forth in the cover page of this Prospectus), the Agents may reduce that
short position by purchasing Notes in the open market.
In general, purchases of a security for the purpose of stabilization or to
reduce a syndicate short position could cause the price of the security to be
higher than it might otherwise be in the absence of such purchases.
None of the Agents makes any representation or prediction as to the
direction or magnitude of any effect that the transactions described above may
have on the price of the Notes. In addition, none of the Agents makes any
representation that the Agents will engage in such transactions or that such
transactions, once commenced will not be discontinued without notice.
The Company has been advised by each Agent that such Agent may from time to
time purchase and sell Notes in the secondary market, but that it is not
obligated to do so. There can be no assurance that there will be a secondary
market for the Notes or liquidity in the secondary market if one develops.
From time to time, each Agent may make a market in the Notes. The Notes will
not be listed on any securities exchange.
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by LeBoeuf,
Lamb, Greene & MacRae, L.L.P., a limited liability partnership including
professional corporations, New York, New York, and by William M. Finn, Esq.,
corporate counsel of the Company, and for the Agents, by Choate, Hall &
Stewart, a partnership including professional corporations, Boston,
Massachusetts. Choate, Hall & Stewart from time to time provides legal
services to Maine Yankee Atomic Power Company, an affiliate of the Company.
William M. Finn, Esq. and LeBoeuf, Lamb, Greene & MacRae, L.L.P. will be
passing upon statements under the caption "Description of Notes". Certain
matters involving Connecticut law will be passed upon for the Company by Day,
Berry & Howard, Hartford, Connecticut. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
and Choate, Hall & Stewart may rely upon the opinion of William M. Finn, Esq.,
as to all legal conclusions affected by the laws of Maine (including the
organization and existence of the Company), and the opinion of Day, Berry &
Howard as to all legal conclusions affected by the laws of Connecticut.
EXPERTS
The consolidated financial statements and schedules of the Company, which
are incorporated herein by reference to the Company's Annual Report on Form
10-K for the year ended December 31, 1996, have been audited by Coopers &
Lybrand L.L.P., independent certified public accountants, as indicated in
their reports with respect thereto. Such financial statements and schedules
are included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
32
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE COMPANY OR ANY AGENT, UNDERWRITER OR DEALER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THOSE DESCRIBED HEREIN OR AN OFFER TO SELL OR
A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. THIS PROSPECTUS SPEAKS AS OF ITS DATE AND NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY OR ITS SUBSIDIARIES SINCE THE DATE HEREOF OR THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.
-----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Risk Factors............................................................... 3
The Company................................................................ 12
Ratio of Earnings to Fixed Charges......................................... 12
Use of Proceeds............................................................ 12
Description of Notes....................................................... 13
Certain Federal Income Tax Consequences.................................... 29
Plan of Distribution....................................................... 31
Legal Opinions............................................................. 32
Experts.................................................................... 32
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$400,000,000
CENTRAL MAINE
POWER COMPANY
MEDIUM-TERM NOTES,
SERIES D
-----------------
PROSPECTUS
, 1998
-----------------
LEHMAN BROTHERS
BEAR, STEARNS & CO. INC.
SALOMON SMITH BARNEY
SBC WARBURG DILLON READ INC.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Filing Fee--Securities and Exchange Commission.................. $121,212
Auditors' Fees.................................................. 19,000*
Rating Agency Fees.............................................. 60,000*
Fees and Expenses of Trustee.................................... 6,000*
Legal Fees and Expenses......................................... 250,000*
State Securities Law Fees and Expenses.......................... 25,000*
Printing and Engraving.......................................... 15,000*
Miscellaneous................................................... 3,788*
---------
Total......................................................... $500,000*
</TABLE>
- --------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection 1 of Section 719 of the Business Corporation Law of Maine
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as
a director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding; provided
that no indemnification may be provided for any person with respect to any
matter as to which he shall have been finally adjudicated not to have acted
honestly or in the reasonable belief that his action was in or not opposed to
the best interests of the corporation or its shareholders or, in the case of a
person serving as a fiduciary of an employee benefit plan or trust, in or not
opposed to the best interests of that plan or trust, or its participants or
beneficiaries or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order or conviction adverse to
such person, or by settlement or plea of nolo contendere or its equivalent,
shall not of itself create a presumption that such person did not act honestly
or in the reasonable belief that his action was in or not opposed to the best
interests of the corporation or its shareholders, or in the case of a person
serving as a fiduciary of an employee benefit plan or trust, in or not opposed
to the best interests of that plan or trust, or its participants or
beneficiaries and, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful.
Section 719 further provides that to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
Subsection 1 of Section 719, or in defense of any claim, issue or matter
referred to therein, he shall be indemnified against expenses, including
attorney's fees, actually and reasonably incurred by him in connection
therewith; that the indemnification provided for by Section 719 shall not be
deemed exclusive of any other rights to which the indemnified party may be
entitled under any by-law, agreement, vote of stockholders or disinterested
directors or otherwise; and that a corporation shall have the power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, trustee, partner,
fiduciary, employee or agent of another corporation, partnership, joint
venture, trust, pension or other employee benefit plan or other enterprise
against any liability asserted against him and incurred by him in such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under Section
719.
II-1
<PAGE>
The by-laws of the Company provide, in effect, that the Company will provide
the indemnity described in Section 719 of the Business Corporation Law of
Maine, to the extent and under the circumstances described therein.
The by-laws of the Company also permit the Company to purchase and maintain
insurance to the same extent permitted by Section 719 of the Business
Corporation Law of Maine. The Company has purchased Directors' and Officers'
Liability Insurance insuring the Company and its directors and officers
against Losses (as defined therein) arising from actual or alleged Wrongful
Acts (as defined therein).
ITEM 16. EXHIBITS.
See Exhibit Index immediately preceding the Exhibits included as part of
this Registration Statement.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Company pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in said Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in said Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 3 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Augusta, Maine, on February 5, 1998.
Central Maine Power Company
/s/ David E. Marsh
By _________________________________
DAVID E. MARSH
CHIEF FINANCIAL OFFICER
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 3 to the Registration Statement has been signed by the following persons in
the capacities and on the date or dates indicated:
SIGNATURES TITLE DATE
* President and Chief
- ------------------------------------- Executive Officer; February 5,
DAVID T. FLANAGAN Director 1998
(PRINCIPAL EXECUTIVE OFFICER)
/s/ David E. Marsh Chief Financial
- ------------------------------------- Officer February 5,
DAVID E. MARSH 1998
(PRINCIPAL FINANCIAL OFFICER AND
DULY AUTHORIZED OFFICER)
* Comptroller
- ------------------------------------- February 5,
MICHAEL W. CARON 1998
(PRINCIPAL ACCOUNTING OFFICER)
* Chairman of the Board
- ------------------------------------- of Directors February 5,
DAVID M. JAGGER 1998
* Director
- ------------------------------------- February 5,
CHARLES H. ABBOTT 1998
* Director
- ------------------------------------- February 5,
CHARLEEN M. CHASE 1998
II-4
<PAGE>
SIGNATURES TITLE DATE
* Director
- ------------------------------------- February 5,
E. JAMES DUFOUR 1998
* Director
- ------------------------------------- February 5,
DUANE D. FITZGERALD 1998
* Director
- ------------------------------------- February 5,
ROBERT H. GARDINER 1998
* Director
- ------------------------------------- February 5,
PETER J. MOYNIHAN 1998
* Director
- ------------------------------------- February 5,
WILLIAM J. RYAN 1998
* Director
- ------------------------------------- February 5,
KATHRYN M. WEARE 1998
* Director
- ------------------------------------- February 5,
LYNDEL J. WISHCAMPER 1998
*By /s/ William M. Finn
------------------------------------
WILLIAM M. FINN
ATTORNEY-IN-FACT
II-5
<PAGE>
EXHIBIT INDEX
The following exhibits, as indicated below, either are filed herewith or
have been heretofore filed with the Securities and Exchange Commission under
the Securities Act of 1933, the Securities Exchange Act of 1934 or the Public
Utility Holding Company Act of 1935 and are incorporated herein by reference
thereto.
EXHIBIT 1. DISTRIBUTION AGREEMENT
Previously filed:
1.1 Form of Distribution Agreement.
EXHIBIT 4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Previously filed:
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT SEC DOCKET
----------- ------- ----------
<C> <S> <C> <C>
4.1 Indenture dated as of August 1, 4.1 33-29626
1989 between the Company and The
Bank of New York, as Trustee.
4.2 First Supplemental Indenture dated 4.1 Current Report on Form 8-K,
as of August 7, 1989. dated August 7, 1989
4.3 Second Supplemental Indenture dated 4.1 33-44944
as of
January 10, 1992
4.4 Third Supplemental Indenture dated 4.1 33-56939
as of
December 15, 1994
Filed herewith:
4.4 Form of Fourth Supplemental
Indenture.
</TABLE>
EXHIBIT 5. OPINION RE: LEGALITY
Previously filed:
5.1 Opinion of William M. Finn, Esquire.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 12. RATIO OF EARNINGS TO FIXED CHARGES
Filed herewith:
12.1 Computation of Ratio of Earnings to Fixed Charges.
EXHIBIT 23. CONSENTS OF EXPERTS AND COUNSEL
Filed herewith:
23.1 The consent of Coopers & Lybrand L.L.P. to incorporation by reference in
this Registration Statement of its reports included in the Company's Form
10-K for the year ended December 31, 1996, and the reference to its name
under the caption "Experts" in the Prospectus comprising part of this
Registration Statement.
Filed herewith:
23.2 The consent of William M. Finn, Esquire, is contained in his opinion
filed as Exhibit 5.1 to this Registration Statement.
23.3 The consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. is contained in
their opinion filed as Exhibit 5.2 to this Registration Statement.
II-6
<PAGE>
Previously filed:
23.4 Consent of Day, Berry & Howard.
EXHIBIT 24. POWER OF ATTORNEY
Previously filed:
24.1 Power of Attorney.
EXHIBIT 25. STATEMENT OF ELIGIBILITY OF TRUSTEE
Filed herewith:
25.1 Statement of Eligibility of Trustee on Form T-1 of The Bank of New York.
EXHIBIT 99. OTHER EXHIBITS
Previously filed:
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT SEC DOCKET
----------- ------- ----------
<S> <C> <C> <C>
99.1 Financial Data Schedule 99.1 Annual Report on Form 10-K,
dated for the year ended
December 31, 1996
</TABLE>
Filed herewith:
99.2 Asset Purchase Agreement, dated as of January 6, 1998, by and among
Central Maine Power Company, The Union Water-Power Company, Cumberland
Securities Corporation, Central Securities Corporation and National Energy
Holdings, Inc.
II-7
<PAGE>
EXHIBIT 12
Central Maine Power Company
Consolidated Computation of Earnings to Fixed Charges
(Dollars in Thousands)
Year Ended
----------
Dec. 31
1997
-----------
Earnings:
Net income $ 13,424
Federal and state income taxes 8,161
Fixed Charges 53,458
-----------
Registrant's Subtotal 75,043
Majority-owned companies:
Minority interest in income 233
Federal and state income taxes 1,608
Fixed charges 149
Less - Undistributed income of less than
50% - owned subsidiaries 3,115
-----------
Total $ 73,918
===========
Fixed Charges:
Interest on long-term debt $ 41,318
Amortization of debt discount and
expense, less premium 2,040
Interest on short-term debt and other
interest 7,660
Interest component of rental
charges (Note A) 2,441
-----------
Registrant's Subtotal 53,459
Fixed charges of majority - owned
companies 149
-----------
$ 53,608
===========
Ratio of Earnings to Fixed Charges 1.4
Note A: The interest component of rental charges includes the
estimated interest component of certain lease rental and
one-third of all other rentals
<PAGE>
Central Maine Power Company
Consolidated Computation of Earnings to Fixed Charges
(Dollars in Thousands)
<TABLE>
<CAPTION>
For Twelve Months Ending
Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
1996 1995 1994 1993 1992
---------- ---------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Earnings:
Net income $ 60,230 $ 37,978 $ (23,263) $ 61,303 $ 63,583
Federal and state income taxes 32,021 16,032 (14,144) 22,589 18,435
Fixed Charges 51,628 52,559 51,057 48,944 55,998
--------- --------- ---------- -------- ----------
Registrant's Subtotal 143,879 106,569 13,650 132,836 138,016
Majority-owned companies:
Minority interest in income 48 23 23 23 23
Federal and state income taxes 1,435 974 2,135 874 1,290
Fixed charges 20 1 1 1 1
Less - Undistributed income of less than
50% - owned subsidiaries 315 1,335 (76) 206 (59)
--------- --------- ---------- -------- ----------
Total $ 145,067 $ 106,232 $ 15,885 $ 133,528 $ 139,389
========= ========= ========= ========= ==========
Fixed Charges:
Interest on long-term debt $ 43,611 $ 45,823 $ 41,968 $ 39,321 $ 44,275
Amortization of debt discount and
expense, less premium 1,348 1,328 994 607 522
Interest on short-term debt and other
interest 4,341 3,244 5,887 6,784 8,844
Interest component of rental
charges (Note A) 2,328 2,164 2,208 2,232 2,357
--------- --------- ---------- -------- ----------
Registrant's Subtotal 51,628 52,559 51,057 48,944 55,998
Fixed charges of majority - owned
companies 20 1 1 1 1
--------- --------- ---------- -------- ----------
$ 51,648 $ 52,560 $ 51,058 $ 48,945 $ 55,999
========= ========== ========== ========= ==========
Ratio of Earnings to Fixed Charges 2.8 2.0 0.3 2.7 2.5
</TABLE>
Note A: The interest component of rental charges includes the estimated
interest component of certain lease rental and one-third of all other
rentals.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference into this registration statement on
Form S-3 and any amendments thereof, of our report dated January 23, 1997, on
our audits of the consolidated financial statements and financial statement
schedule of Central Maine Power Company and subsidiary as of December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996.
We also consent to the reference of our firm under the caption "Experts."
Portland, Maine
February 5, 1998
<PAGE>
THIS CONFORMING PAPER FORMAT DOCUMENT IS BEING SUBMITTED PURSUANT TO
RULE 901(d) OF REGULATION S-T
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
----------------------
THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)
New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)
----------------------
CENTRAL MAINE POWER COMPANY
(Exact name of obligor as specified in its charter)
Maine 01-0042740
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
83 Edison Drive
Augusta, Maine 04336
(Address of principal executive offices) (Zip code)
______________________
Medium-Term Notes, Series D
(Title of the indenture securities)
================================================================================
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT
IS SUBJECT.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16.LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE
INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29
UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(D).
1. A copy of the Organization Certificate of The Bank of New York (formerly
Irving Trust Company) as now in effect, which contains the authority to
commence business and a grant of powers to exercise corporate trust
powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration
Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with
Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with
Registration Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)
-2-
<PAGE>
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published pursuant
to law or to the requirements of its supervising or examining authority.
-3-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a
corporation organized and existing under the laws of the State of New York, has
duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 26th day of January, 1998.
THE BANK OF NEW YORK
By: __________________________
Name: Van K. Brown
Title: Assistant Vice President
-4-
<PAGE>
________________________________________________________________________________
EXHIBIT 7
_________
Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business September 30,
1997, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
ASSETS in Thousands
<S> <C> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin........................ $ 5,004,638
Interest-bearing balances................................................. 1,271,514
Securities:
Held-to-maturity securities............................................... 1,105,782
Available-for-sale securities............................................. 3,164,271
Federal funds sold and Securities purchased under agreements to
resell.................................................................... 5,723,829
Loans and lease financing receivables:
Loans and leases, net of unearned income.................. 34,916,196
LESS: Allowance for loan and lease losses................. 581,177
LESS: Allocated transfer risk reserve..................... 429
Loans and leases, net of unearned income, allowance, and
reserve................................................................... 34,334,590
Assets held in trading accounts................................................... 2,035,284
Premises and fixed assets (including capitalized leases).......................... 671,664
Other real estate owned........................................................... 13,306
Investments in unconsolidated subsidiaries and associated
companies................................................................. 210,685
Customers' liability to this bank on acceptances
outstanding............................................................... 1,463,446
Intangible assets................................................................. 753,190
Other assets...................................................................... 1,784,795
___________
Total assets...................................................................... $57,536,995
===========
LIABILITIES
Deposits:
In domestic offices....................................................... $27,270,824
Noninterest-bearing...................................... 12,160,977
Interest-bearing......................................... 15,109,847
In foreign offices. Edge and Agreement subsidiaries, and
IBFs...................................................................... 14,687,806
Noninterest-bearing...................................... 657,479
Interest-bearing......................................... 14,030,327
Federal funds purchased and Securities sold under agreements to
repurchase................................................................ 1,946,099
Demand notes issued to the U.S. Treasury.................................. 283,793
Trading liabilities....................................................... 1,553,539
Other borrowed money:
With remaining maturity of one year or less............................... 2,245,014
With remaining maturity of more than one year through
three years............................................................... 0
With remaining maturity of more than three years.......................... 45,664
Bank's liability on acceptances executed and outstanding.......................... 1,473,588
Subordinated notes and debentures................................................. 1,018,940
Other liabilities................................................................. 2,193,031
___________
Total liabilities................................................................. 52,718,298
___________
EQUITY CAPITAL
Common stock...................................................................... 1,135,284
Surplus........................................................................... 731,319
Undivided profits and capital reserves............................................ 2,943,008
Net unrealized holding gains (losses) on available-for-sale
securities................................................................ 25,428
Cumulative foreign currency translation adjustments............................... ( 16,342)
___________
Total equity capital.............................................................. 4,818,697
___________
Total liabilities and equity capital.............................................. $57,536,995
===========
</TABLE>
I, Robert E. Keilman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Robert E. Keilman
We, the undersigned directors, attest to the correctness of this Report
of Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.
____
J. Carter Bacot |
Thomas A. Renyi | Directors
Alan R. Griffith ____|
________________________________________________________________________________
<PAGE>
EXHIBIT 99.3
ASSET PURCHASE AGREEMENT
BY AND AMONG
CENTRAL MAINE POWER COMPANY
THE UNION WATER-POWER COMPANY
CUMBERLAND SECURITIES CORPORATION
CENTRAL SECURITIES CORPORATION
AND
NATIONAL ENERGY HOLDINGS, INC.
JANUARY 6, 1998
<PAGE>
TABLE OF CONTENTS
Page
----
ARTICLE I
IDEFINITIONS
<TABLE>
<CAPTION>
<S> <C> <C>
1.1. Definitions......................................................1
ARTICLE II
PURCHASE AND SALE
2.1. The Sale........................................................16
2.2. Excluded Assets.................................................16
2.3. Assumed Liabilities.............................................17
2.4. Excluded Liabilities............................................21
ARTICLE III
PURCHASE PRICE
3.1. Purchase Price..................................................23
3.2. Purchase Price Adjustment.......................................25
3.3. Allocation of Purchase Price....................................26
3.4. Proration.......................................................27
ARTICLE IV
THE CLOSING
4.1. Time and Place of Closing.......................................28
4.2. Payment of Purchase Price.......................................28
4.3. Deliveries By Sellers...........................................28
4.4. Deliveries by the Buyer.........................................29
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
5.1. Organization; Authority.........................................30
5.2. Authority Relative to This Agreement............................30
5.3. Consents and Approvals; No Violation............................30
5.4. Financial Statements............................................31
5.5. Absence of Certain Changes or Events............................32
5.6. Title and Related Matters.......................................32
5.7. Leases..........................................................33
5.8. Environmental Matters...........................................33
</TABLE>
-i-
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
5.9 Labor Matters....................................................34
5.10. ERISA; Benefit Plans.............................................34
5.11. Real Estate......................................................35
5.12. Condemnation.....................................................35
5.13. Certain Contracts and Arrangements...............................35
5.14. Legal Proceedings, etc...........................................36
5.15. Permits..........................................................37
5.16. Regulation as a Utility..........................................37
5.17. Taxes............................................................37
5.18. Continuing Site Agreement Standards..............................40
5.19. Representations Regarding CertainPurchased Assets................40
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE BUYER
6.1. Organization.....................................................46
6.2. Authority Relative to This Agreement.............................46
6.3. Consents and Approvals; No Violation.............................47
6.4. Regulation as a Utility..........................................48
6.5. Availability of Funds............................................48
ARTICLE VII
COVENANTS OF THE PARTIES
7.1. Conduct of Business of the Sellers...............................48
7.2. Access to Information............................................50
7.3. Expenses.........................................................52
7.4. Further Assurances...............................................52
7.5. Public Statements................................................56
7.6. Consents and Approvals...........................................56
7.7. Fees and Commissions.............................................57
7.8. Tax Matters......................................................58
7.9. Supplements to Schedules.........................................66
7.10. Employees........................................................66
7.11. Risk of Loss.....................................................70
7.12. Observation, Inspection and Participation........................71
7.13. Cape Station.....................................................72
7.14. Competitive Market...............................................74
7.15. Additional Acquisitions..........................................74
7.16. Lockwood Hydroelectric Generating Station;
Right to Purchase Wood Chipper.................................75
7.17. Confidential Information.........................................75
</TABLE>
-ii-
<PAGE>
ARTICLE VIII
CLOSING CONDITIONS
<TABLE>
<S> <C> <C>
8.1. Conditions to Each Party's Obligations to
Effect the Transactions.......................................77
8.2. Conditions to Obligations of the Buyer..........................78
8.3. Conditions to Obligations of the Sellers........................81
8.4. Exclusion of Purchased Assets and Assumed
Liabilities; Adjustment to Purchase Price.....................83
ARTICLE IX
INDEMNIFICATION
9.1. Indemnification.................................................86
9.2. Defense of Claims...............................................88
ARTICLE X
TERMINATION AND ABANDONMENT
10.1. Termination......................................................91
10.2. Procedure and Effect of Termination..............................92
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1. Amendment and Modification.......................................93
11.2. Waiver of Compliance; Consents...................................93
11.3. No Survival......................................................93
11.4. Notices..........................................................94
11.5. Assignment.......................................................94
11.6. Governing Law....................................................95
11.7. Counterparts.....................................................95
11.8. Interpretation...................................................95
11.9. Schedules and Exhibits...........................................95
11.10. Entire Agreement................................................96
11.11. No Punitive or Consequential Damages............................96
11.12. Expedited Determination of Price Adjustments
for Certain Assets............................................96
</TABLE>
-iii-
<PAGE>
EXHIBITS
A Bill of Sale (1.1(a)(5))
B Continuing Site/Interconnection Agreement (1.1(a)(16))
C FIRPTA Affidavit (1.1(a)(26)(A))
D Instrument of Assumption (1.1(a)(37))
E Transitional Hydro Power Sales Agreement (1.1(a)(66))
F Transitional System Sale of Energy, Capacity and Related Services
Agreement (1.1(a)(66))
G Parent Guaranty (8.3(g))
<PAGE>
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of January 6, 1998, by and among
CENTRAL MAINE POWER COMPANY, a Maine corporation ("CMP"), THE UNION WATER-
POWER COMPANY, a Maine corporation ("UWPC"), CUMBERLAND SECURITIES
CORPORATION, a Maine corporation ("Cumberland"), CENTRAL SECURITIES
CORPORATION, a Maine corporation ("Central") (CMP, UWPC, Cumberland and
Central being referred to collectively herein as the "Sellers") and NATIONAL
ENERGY HOLDINGS, INC., a Delaware corporation (the "Buyer").
WHEREAS, the Sellers own certain assets which collectively comprise an
integrated generation system consisting of the Fossil Assets, the
Hydroelectric Assets and the Biomass Assets (each as defined herein and
collectively the "Purchased Assets");
WHEREAS, the Sellers conducted an auction of such generation system, and
the Buyer submitted a bid for the Fossil Assets, the Hydroelectric Assets and
the Biomass Assets and was selected as the winning bidder for such generation
system;
WHEREAS, the Buyer believes that there are economic advantages to the
Buyer in owning and operating such generation system as an entirety;
WHEREAS, the Buyer and the Sellers desire to provide herein for the
purchase and sale of such generation system;
WHEREAS, a material inducement for the Buyer and the Sellers of the
purchase and sale provided for herein is the simultaneous execution of the
Transitional Power Sales Agreements (as defined herein) and the Continuing
Site Agreement (as defined herein);
NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements hereinafter set forth, and intending to be legally
bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
-----------
1.1. Definitions. (a) As used in this Agreement, the following terms
-----------
have the meanings specified in this Section 1.1(a).
(1) Intentionally omitted.
<PAGE>
(2) "Affiliate" has the meaning set forth in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.
(3) "Allowance" means an authorization by the Administrator of the
United States Environmental Protection Agency under the Acid Rain Program to
emit sulfur dioxide during or after a specified time period.
(4) "Bid Date" means December 10, 1997.
(5) "Bill of Sale" means the Bill of Sale to be delivered by a Seller
at the Closing with respect to the Purchased Assets of such Seller which
constitute personal property and which are to be transferred to the Buyer at
the Closing, substantially in the form of Exhibit A hereto.
(5A) "Black & Veatch Reports" means:
(i) Black & Veatch, Independent Technical and Environmental
Assessment of Hydroelectric Generation Assets for Central Maine
Power Company, July 18, 1997.
(ii) Black & Veatch, Independent Engineering and
Environmental Assessment of Biomass Generation Assets for Central
Maine Power Company, July 31, 1997.
(iii) Black & Veatch, Independent Engineering and
Environmental Assessment of Fossil Generation Assets for Central
Maine Power Company, July 31, 1997.
(6) "Biomass Assets" means all of the outstanding common stock, par
value $1.00 per share, of Aroostook Valley Electric Company ("AVEC"), a Maine
corporation, which is the owner of the wood-fired generating facility located
in Fort Fairfield, Maine.
(7) "Business Day" shall mean any day other than Saturday, Sunday and
any day which is a legal holiday or a day on which banking institutions in
Maine, Florida or New York are authorized by law or other governmental action
to close.
(8) "Buyer Representatives" means the Buyer's accountants, counsel,
environmental consultants, financial advisors and other authorized
representatives.
(8A) "Cape Equipment" means the following items of equipment located
at Cape Station: Outdoor Metal Clad Switchgear Assembly; CT Control Section;
Auxiliary Equipment Section (Oil Pumps and Starting Motors); Combustion
Turbine
-2-
<PAGE>
Section; Generator Section with Breakers; Intake and Exhaust Pumps and the
Fuel Transfer Pumps.
(9) "Cape Station" means the electric generation facilities known as
the Cape Station located in South Portland, Maine.
(10) "Capital Expenditures" means those capital expenditures which
are identified as capital expenditures on Schedule 7.1.
(11) "CERCLA" means the Federal Comprehensive Environmental Response,
Compensation and Liability Act, as amended.
(12) "Closing" means the closing of the sale of the Purchased Assets.
(13) "Closing Date" means the date and time at which the Closing
actually occurs.
(14) "Code" means the Internal Revenue Code of 1986, as amended.
(15) Intentionally omitted.
(16) "Continuing Site Agreement" means the Continuing
Site/Interconnection Agreement, dated of even date herewith, between the Buyer
and CMP in the form of Exhibit B hereto.
(17) "Easements" means the reservations of easements to be included
in the deeds of conveyance with respect to the Purchased Assets, substantially
as set forth in Schedule 5.11 hereto.
(18) "Emission Reduction Credits" means credits, in units that are
established by the environmental regulatory agency with jurisdiction over the
facility that has obtained the credits, resulting from a reduction in the
emissions of air pollutants from an emitting source or facility (including,
without limitation, and to the extent allowable under applicable law,
reductions from shut-downs, control of emissions beyond that required by
applicable law and fuel switching), that have been or may be certified by the
Maine Department of Environmental Protection as complying with the law and
regulations of the State of Maine governing the establishment of such credits.
Emission Reduction Credits include certified air emissions reductions, as
described above, regardless of whether the regulatory agency certifying such
reductions designates such certified air emissions reductions by a name other
than "emissions reduction credits".
-3-
<PAGE>
(19) "Encumbrances" means any mortgages, pledges, liens, security
interests, conditional and installment sale agreements, activity and use
limitations, conservation easements, deed restrictions, encumbrances and
charges of any kind.
(20) "Environmental Laws" means all Federal, state and local laws
(including common laws), regulations, rules, ordinances, codes, decrees,
judgments, directives, or judicial or administrative orders relating to
protection, preservation or restoration of human health, the environment or
natural resources, including, without limitation, laws relating to Releases or
threatened Releases of Hazardous Substances (including, without limitation,
ambient air, surface water, groundwater, land, surface and subsurface strata)
or otherwise relating to the manufacture, processing, distribution, use,
treatment, storage, Release, transport or handling of Hazardous Substances.
(21) "Environmental Matters" means any accusation, allegation, notice
of violation, claim, demand, liability, obligation, penalty, sanction, fee,
fine, cost, damage, expense of counsel or expert or consultant fees, abatement
or order or direction (conditional or otherwise) by any governmental authority
or any person for personal injury (including death), tangible or intangible
property damage, damage to the environment or natural resources, pollution,
contamination or other adverse effects on the environment arising under
Environmental Laws.
(22) "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.
(23) "Estimated Adjustment Amount" means the Sellers' good faith
reasonable estimate of an Adjustment Amount for the Closing, calculated in
accordance with Section 3.2(b) hereof.
(24) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(25) "Federal Power Act" means the Federal Power Act of 1935.
(26) "FERC" means the Federal Energy Regulatory Commission.
(26A) "FIRPTA Affidavit" means the Foreign Investment in Real Property
Tax Act Certification and Affidavit substantially in the form of Exhibit C
hereto.
(27) "Fossil Assets" means, subject to the Easements and Section 2.2,
all of the Sellers' right, title and interest in, to and under: (a) the real
property shown in
-4-
<PAGE>
blue or by vertical lines on the Project Maps (but excluding any real estate
and buildings associated with Cape Station) and the personal property,
tangible or intangible, constituting Units 1-3 of Wyman Station and Mason
Station, and, subject to Section 7.13(a) hereof, the Cape Equipment, as well
as (b) CMP's entire joint ownership interest (and associated rights) in Unit 4
of Wyman Station, in each case used principally for generation purposes in
connection with, or, as determined pursuant to the Separation Document,
necessary for the ownership, operation or maintenance (substantially
consistent with the Sellers' historical ownership, operation and use thereof)
of the generating stations at, any of Units 1-3 of Wyman Station and Mason
Station including, but not limited to, the following assets owned by the
Sellers:
(i) the Real Estate (including all buildings, structures and
other improvements thereon) shown in blue or by vertical lines on
the Project Maps, listed and limited in Schedule 5.11 (but excluding
any Excluded Assets), and the real estate leases listed and limited
in Schedule 5.11, in each case associated with any of Units 1-3 of
Wyman Station and Mason Station (but excluding any real estate
associated with Cape Station) (the "Fossil Facilities Real
Property");
(ii) all inventories of fuels, supplies, materials and
capitalized spares (a partial listing of which, as of the date
hereof, is included in Schedule 1.1(a)(27)) located on or in transit
to any of the Fossil Facilities Real Property on the Closing Date;
(iii) the machinery, equipment, furniture and other
personal property located on any of the Fossil Facilities Real
Property on the Closing Date, including, without limitation, the
items of personal property included in Schedule 1.1(a)(27) as being
associated with any of Units 1-3 of Wyman Station and Mason Station,
and, subject to Section 7.13(a) hereof, the Cape Equipment;
(iv) the vehicles, boats and trailers utilized by any of the
Sellers as of the Closing Date exclusively in connection with any of
Units 1-3 of Wyman Station and Mason Station (a partial listing of
which, as of the date hereof, is included in Schedule 1.1(a)(27));
(v) the contracts, agreements and personal property leases
listed on Schedule 5.13 which are
-5-
<PAGE>
associated with any of Units 1-3 of Wyman Station and Mason Station
and which are assignable;
(vi) the Transferable Permits listed on Schedule 1.1(a)(65)
and described therein as being associated with any of Units 1-3 of
Wyman Station and Mason Station and their supporting documents,
including, but not limited to, applications, exhibits and drawings;
(vii) all books, operating records, engineering or design
plans, specifications, procedures and similar items of any of the
Sellers relating specifically to any of Units 1-3 of Wyman Station
and Mason Station, other than books of account;
(viii) the Allowances and/or Emission Reduction Credits
associated with any of Units 1-3 of Wyman Station and Mason Station
as set forth on Schedule 1.1(a)(27) and, to the extent not utilized
by the Sellers prior to the Closing Date, any conservation and
renewable energy credits pursuant to the Clean Air Act for the
Sellers' agreements with non-utility generators, which credits are
associated with Unit 3 of Wyman Station;
(ix) any assets purchased or to be purchased by any of the
Sellers pursuant to Section 7.4(e) associated with any of Units 1-3
of Wyman Station and Mason Station;
(x) CMP's entire interest in Unit 4 of Wyman Station as set
forth in the Wyman Agreements, subject to CMP's rights and
obligations under the Unit Exchange Agreement between CMP and the
Northeast Utilities Companies, and CMP's associated rights in and to
the categories of assets described in clauses (i)-(ix) hereof
relating to Unit 4 of Wyman Station; and
(xi) all trade secrets, patents and patentable inventions
owned by any of the Sellers, to the extent necessary for the
ownership, operation and maintenance of the assets described in
clauses (i)-(x) of this Section 1.1(a)(27).
(28) "Good Utility Practice" means any of the applicable practices,
methods and acts
(a) required of the party to whom Good Utility Practice is being
applied under regulations of the National Electric Safety Code, the
New England Power Pool ("NEPOOL"), the Northeast Power
-6-
<PAGE>
Coordinating Council (a regional reliability governing body), the
North American Electric Reliability Council, the System Operator
(the central dispatching agency responsible for Seller's control
area operations), the Maine Satellite, or the successor of any of
them, whether or not the party whose conduct is at issue is a member
thereof;
(b) required by the policies and standards of the party being
expected to apply Good Utility Practice relating to emergency
operations at such party's facilities; or
(c) otherwise engaged in or approved by a significant portion of
the electric utility industry during the relevant time period;
which, in the exercise of reasonable judgment in light of the facts known at
the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost to the party being expected to apply Good
Utility Practice, consistent with law, regulation, good business practices,
generation, transmission, and distribution reliability, safety and expedition.
Good Utility Practice is intended to include practices, methods, or acts
generally accepted in the region, and is not intended to be limited to optimum
practices, methods, or acts to the exclusion of all others. Good Utility
Practice does not include intentional disregard of contractual commitments,
even if those commitments are uneconomic under current market conditions.
For purposes of this definition, "Maine Satellite" shall mean the
Maine Energy Control Center, or its successor, which operates as an agent of
or satellite to the System Operator, accountable for orchestrating all
switching, voltage control and restoration of all System Operator critical
facilities and inter-satellite tie lines, and the supervision and coordination
of control of generation, transmission and distribution facilities, within its
jurisdictional boundaries in Maine.
(29) "Hazardous Substances" means (a) any petrochemical or petroleum
products, oil or coal ash, radioactive materials, radon gas, asbestos in any
form that is or could become friable, urea formaldehyde foam insulation and
transformers or other equipment that contain dielectric fluid which may
contain levels of polychlorinated biphenyls; (b) any chemicals, materials or
substances defined in any applicable Environmental Law as or included in the
definition of "hazardous substances," "hazardous chemicals," "hazardous
wastes," "hazardous materials," "hazardous matter," "restricted hazardous
materials," "extremely hazardous substances" or "toxic substances"; or (c) any
other chemical,
-7-
<PAGE>
material or substance, the discharge, emission or release of which is
prohibited, limited or regulated by any applicable Environmental Law.
(30) "Holding Company Act" means the Public Utility Holding Company
Act of 1935, as amended.
(31) Intentionally omitted.
(32) "HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.
(33) "Hydroelectric Assets" means, subject to the Easements and
Section 2.2, all of the Sellers' right, title and interest in, to and under:
(a) the real property shown in blue or by vertical lines on the Project Maps
and the personal property, tangible or intangible, owned by the Sellers and
constituting thirty hydroelectric generating stations listed on Schedule
1.1(a)(33) as part of the Hydroelectric Assets (but excluding the associated
storage dams and reservoirs except as specifically included below), and (b),
subject to Section 7.16(a) hereof, the Sellers' interest in the entity owning
the Lockwood hydroelectric generating station, in each case used principally
for generation purposes in connection with, or, as determined pursuant to the
Separation Document, necessary for the ownership, operation or maintenance
(substantially consistent with the Sellers' historical ownership, operation
and maintenance thereof) of, such thirty generating stations and which are
located within the applicable FERC project license boundary, including, but
not limited to, the following assets owned by the Sellers:
(i) the Real Estate (including all buildings, structures and
other improvements thereon) shown in blue or by vertical lines on
the Project Maps, listed and limited in Schedule 5.11 (but excluding
any Excluded Assets) and the real estate leases listed and limited
in Schedule 5.11, in each case described therein as associated with
any of the Hydroelectric Assets (the "Hydroelectric Real Property");
(ii) inventories of supplies, materials and capitalized
spares (a partial listing of which, as of the date hereof, is
included in Schedule 1.1(a)(33)) located on or in transit to any of
the Hydroelectric Real Property on the Closing Date;
(iii) the machinery, equipment, furniture and other
personal property located on any of the Hydroelectric Real Property
on the Closing Date, including, without limitation, the items of
personal property included in
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Schedule 1.1(a)(33) as being associated with the Hydroelectric
Assets;
(iv) the vehicles, boats and trailers utilized by any of the
Sellers as of the Closing Date exclusively in connection with the
Hydroelectric Assets (a partial listing of which, as of the date
hereof, is included in Schedule 1.1(a)(33));
(v) the contracts, agreements and personal property leases
listed and limited on Schedule 5.13 which are associated with the
Hydroelectric Assets and which are assignable;
(vi) the Transferable Permits listed on Schedule 1.1(a)(65)
and described therein as being associated with the Hydroelectric
Assets and their supporting documents, including without limitation
applications, exhibits and drawings;
(vii) all books, operating records, engineering or design
plans, specifications, procedures and similar items of any of the
Sellers relating specifically to the Hydroelectric Assets other than
books of account;
(viii) subject to Section 7.16(a) hereof, the KHR Stock;
(ix) the 14% partnership interest held by CMP in Gulf Island
Pond Oxygenation Project, a Maine general partnership, which owns
and operates an oxygenation facility on the Androscoggin River in
Greene, Maine;
(x) CMP's and/or UWPC's rights to vote with respect to flow
releases under the Androscoggin River Headwater Benefits Agreement,
dated as of June 1, 1983, and the Kennebec River Headwater Benefits
Agreement, dated as of July 19, 1988, including the Flagstaff
overdraft provision;
(xi) any assets purchased or to be purchased by the Sellers
pursuant to Section 7.4(e) associated with the Hydroelectric Assets;
and
(xii) all trade secrets, patents and patentable inventions
owned by any of the Sellers, to the extent necessary for the
ownership, operation and maintenance of the assets described in
clauses (i)-(xi) of this Section 1.1(a)(33).
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(34) "Income Tax" means any Federal, state, local or foreign Tax (a)
based upon, measured by or calculated with respect to net income, profits or
receipts (including, without limitation, capital gains Taxes and minimum Taxes
but excluding sales, use, rental, license, transfer, ad valorem and property
Taxes) or (b) based upon, measured by or calculated with respect to multiple
bases (including, without limitation, corporate franchise taxes) if one or
more of the bases on which such Tax may be based upon, measured by or
calculated with respect to, is described in clause (a), in each case together
with any interest, penalties, or additions to such Tax.
(35) "Indenture" means the General and Refunding Mortgage Indenture,
dated as of April 15, 1976, between CMP and State Street Bank and Trust
Company, as trustee, as supplemented and amended to the date hereof.
(36) "Independent Accounting Firm" means Arthur Andersen & Co. or
such other independent accounting firm of national reputation mutually
appointed by the Sellers and the Buyer.
(37) "Instrument of Assumption" means the Instrument of Assumption
substantially in the form of Exhibit D hereto relating to the assumption by
the Buyer of the liabilities and obligations of the Sellers described therein.
(38) "KHR Stock" means all of the common stock, par value $100 per
share, of Kennebec Hydro Resources, Inc. ("KHR"), a Maine corporation, the
sole asset of which is a 50% general partnership interest in The Merimil
Limited Partnership, a Delaware limited partnership, the sole assets of which
are (i) the Lockwood hydroelectric generating station, including any
associated Real Estate, Permits, Environmental Permits, contracts, etc., and
(ii) the Merimil Power Contract.
(39) "Knowledge" means the actual and conscious knowledge of the
members of management of CMP, after reasonable inquiry by them of selected
employees of the Sellers whom they believe, in good faith, to be the persons
generally responsible for the subject matters to which the knowledge is
pertinent.
(40) Intentionally omitted.
(41) "Maintenance Expenditures" means those maintenance expenditures
which are identified as maintenance expenditures on Schedule 7.1.
(42) "Maintenance and Capital Expenditures Amount" means the
aggregate amount of all funds actually expended on, or for which liabilities
were accrued with respect to,
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Maintenance Expenditures and Capital Expenditures by any of the Sellers, if
any, during the period beginning on the date hereof and ending on the Closing
Date.
(43) "Mason Station" means the electric generation facilities known
as the Mason Station and located in Wiscasset, Maine.
(44) "Material Adverse Effect" means any change in or effect on the
Purchased Assets after the Bid Date that is, individually or in the aggregate,
materially adverse to the physical condition of (as compared to the physical
condition thereof on the Bid Date), or the ability to operate (as compared to
the operation thereof prior to the Bid Date), the Purchased Assets, taken as
a whole, other than any such materially adverse change in or effect on the
Purchased Assets which is cured (including by the payment of money) by the
Sellers before the Termination Date.
(45) "Merimil Power Contract" means the Power Purchase Agreement for
MilStar Manufacturing Corporation, dated as of February 1, 1984 by and between
CMP and Merimil LP, as amended by the first and second amendments thereto.
(46) "MPUC" means the Maine Public Utilities Commission.
(47) "NPDES" means the National Pollutant Discharge Elimination
System.
(48) Intentionally omitted.
(49) Intentionally omitted.
(50) "Permitted Encumbrances" means: (i) those Encumbrances and
exceptions to the title to the Purchased Assets set forth in Schedule 5.11 ;
(ii) the Easements (provided that such Easements do not render title
unmarketable (in accordance with the provisions of Schedule 5.11 hereof) or
prevent adequate access to, or materially interfere with the continuing use,
operation or maintenance (consistent with the Sellers' historical use,
operation and maintenance thereof) of, the Purchased Assets to which they
relate); (iii) all exceptions, restrictions, easements, charges, licenses,
leases, rights of way and encumbrances which are matters of record or are set
forth in an applicable FERC project license, except for such encumbrances
which secure indebtedness; (iv) with respect to any date before the Closing
Date, Encumbrances created by the Indenture or the agreements listed in
Schedule 1.1(a)(57); (v) with respect to any date prior to the Closing Date,
Encumbrances incurred in connection with the Seller's purchase of properties
or assets after the date of the September 30, 1997 Unaudited Balance Sheet
securing all or a portion of the purchase price therefor;
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(vi) with respect to any date prior to the Closing Date, Encumbrances
permitted by the Indenture; (vii) statutory liens for current taxes or
assessments not yet delinquent or the validity of which is being contested in
good faith by appropriate proceedings; (viii) with respect to any date prior
to the Closing Date, mechanics', carriers', workers', repairers' and other
similar liens arising or incurred in the ordinary course of business; (ix)
zoning, entitlement, conservation restriction and other land use and
environmental regulations by governmental authorities; and (x) such other
liens, imperfections in or failures of title, charges, easements, restrictions
and encumbrances, whether or not of record which do not materially detract
from the value of the Purchased Assets as currently used or materially
interfere with the use, operation or maintenance of the Purchased Assets in a
manner substantially consistent with the Sellers' historical use, operation
and maintenance thereof and as to which a title insurance company selected by
the Buyer is willing, without special premium, to provide affirmative
coverage.
(51) "Person" means any individual, partnership, limited liability
company, limited liability partnership, joint venture, corporation, trust,
unincorporated organization and any governmental entity or any department or
agency thereof.
(52) Intentionally omitted.
(53A) "Project Maps" means the plans and maps listed on Schedule
1.1(a)(53A) provided by the Sellers depicting the Fossil Facilities Real
Property and the Hydroelectric Facilities Real Property in blue or by vertical
lines, and non-project related lands for hydroelectric stations and fossil
facilities in yellow or by diagonal lines.
(53) "Release" means release, spill, leak, discharge, dispose of,
pump, pour, emit, empty, inject, leach, dump or allow escape into or through
the environment.
(54) "SEC" means the Securities and Exchange Commission.
(55) "SEC Reports" means the reports, schedules, registration
statements and definitive proxy materials filed by any of the Sellers with the
SEC under the Exchange Act, the Securities Act or the Holding Company Act.
(56) "Securities Act" means the Securities Act of 1933, as amended.
(57) "Seller Required Consents" means those consents listed on
Schedule 1.1(a)(57) attached hereto.
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<PAGE>
(58) "Sellers' Agreements" means those agreements listed on Schedule
5.13 and the Agreement between CMP and Local No. 1837, International
Brotherhood of Electrical Workers ("IBEW"), dated as of May 1, 1995 (the "IBEW
Agreement").
(59) "Separation Document" means the Separation Document required to
be prepared under the terms of the Continuing Site Agreement.
(60) "Severance Amount" means $10 million (relating to the costs of
any of the Sellers for voluntary early retirements and pre-Closing employee
severance packages).
(61) "Subsidiary" when used in reference to any other Person means
any entity of which outstanding securities having ordinary voting power to
elect a majority of the Board of Directors or other Persons performing similar
functions of such entity are owned directly or indirectly by such other
Person.
(62) "Tax Affiliate" means, with respect to all periods prior to the
Closing Date, any entity that is a member of (a) an affiliated group of
corporations (within the meaning of Section 1504(a) of the Code) eligible to
file a consolidated U.S. Federal Income Tax Return, or (b) a group of
corporations eligible to file a consolidated or combined Tax Return for state,
local or foreign purposes (each a "Consolidated Group"), if KHR or AVEC could
be held liable for the Taxes of such entity or Consolidated Group.
(63) "Taxes" means all taxes, charges, fees, levies, penalties or
other assessments imposed by any United States Federal, state or local or
foreign taxing authority, including, but not limited to, income, excise,
property, sales, use, transfer, franchise, payroll, withholding, social
security or other taxes, including any interest, penalties or additions
attributable thereto.
(64) "Tax Return" means any return, report, information return or
other document (including any related or supporting information) required to
be supplied to any authority with respect to Taxes.
(65) "Transferable Permits" means those Permits and Environmental
Permits (and any applications pertaining thereto) which by their terms or
under applicable law are transferable by the Sellers to the Buyer without the
approval of the governmental authorities that issued such Permits and
Environmental Permits and are set forth and described as such in Schedule
1.1(a)(65).
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(66) "Transitional Power Sales Agreements" means the Transitional
Hydro Power Sales Agreement, in the form of Exhibit E hereto, and the
Transitional System Sale of Energy, Capacity and Related Services Agreement,
in the form of Exhibit F hereto, each dated as of the date of this Agreement,
pursuant to which the Buyer agrees to sell to CMP, and CMP agrees to purchase
from the Buyer, energy and capacity as provided therein.
(67) Intentionally omitted.
(68) Intentionally omitted.
(69) "WARN Act" means the Federal Worker Adjustment Retraining and
Notification Act of 1988.
(70) Intentionally omitted.
(71) "Wyman Agreements" means (i) the William F. Wyman Unit No. 4
Agreement for Joint Ownership, Construction and Operation, dated as of
November 1, 1974, by and among CMP, Bangor Hydro-Electric Company, Maine
Public Service Company, Boston Edison Company, Fitchburg Gas and Electric
Light Company, Montaup Electric Company, New England Power Company, New
Bedford Gas and Edison Light Company, Newport Electric Corporation, Public
Service Company of New Hampshire, Central Vermont Public Service Corporation,
Green Mountain Power Corporation, City of Burlington Electric Department,
Village of Lyndonville Electric Department, and Massachusetts Municipal
Wholesale Electric Company, as amended by Amendments Nos. 1, 2 and 3 dated,
respectively, June 30, 1975, August 16, 1976 and December 31, 1978, and (ii)
The William F. Wyman Unit No. 4 Transmission Agreement, dated as of November
1, 1974, by and among CMP and the other parties to the agreement described in
clause (i) above.
(72) "Wyman Station" means the electric generating facilities known
as the W.F. Wyman Station (sometimes referred to as Yarmouth Station) and
located in Yarmouth, Maine.
(b) Each of the following terms has the meaning specified in the Section
set forth opposite such term:
<TABLE>
<CAPTION>
<S> <C>
Term Section
---- -------
Adjustment Amount 3.2(b)
Adjustment Statement 3.2(b)
Assumed Liabilities 2.3(b)
Audited Balance Sheet 5.4
AVEC 1.1(a)(6)
Benefit Plans 5.10(a)
Buyer Recitals
Buyer Benefit Plan 7.10(e)
Buyer Required Regulatory Approvals 6.3(b)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Term Section
---- -------
Buyer's Window 7.10(a)
Consolidated Group 1.1(a)(62)
Closing Conditions 4.1
Defect of Title 7.4(h)
Direct Claim 9.2(c)
Election 7.8(d)(1)(i)
Employees 7.10
Environmental Permits 5.8(a)
EPA 5.3(b)
Excluded Assets 2.2
Excluded Liabilities 2.4
Final Order 8.1(c)
Fossil Facilities Real Property 1.1(a)(27)(i)
Gulf Interest 5.19(f)
Gulf Partnership 5.19(f)
Other Gulf Interests 5.19(f)
Hydroelectric Real Property 1.1(a)(33)(i)
IBEW 1.1(a)(58)
IBEW Agreement 1.1(a)(58)
IE Permits 5.19(m)
Indemnifiable Loss 9.1(a)
Indemnifying Party 9.1(d)
Indemnitee 9.1(c)
Indirect Entity 5.19(f)
Information 7.2(b)
Inventory Adjustment Amount 3.2(b)
KHR 1.1(a)(38)
Local Working Conditions 7.10(b)
LURC 5.3(b)
Maine Satellite 1.1(a)(28)(a)
Merimil GP Interest 5.19(e)
Merimil LP 5.19(e)
Merimil LP Interest 5.19(e)
MDEP 5.3(b)
Modified ADSP 7.8(d)(1)(ii)
NEPOOL 1.1(a)(28)(a)
Parent 8.3(g)
Parent Guaranty 8.3(g)
Permits 5.15(a)
Preliminary Purchase Price 4.2
Prior Welfare Plans 7.10(d)
Purchase Price 3.1(b)
Purchased Assets Recitals
Real Estate 5.11
Replacement Welfare Plans 7.10(d)
Sellers Recitals
Sellers' Representatives 7.12(c)
Sellers' Technical Interconnection 7.4(i)
Requirements for Generation
Seller Required Regulatory Approvals 5.3(b)
Sellers' Tax Returns 7.8(d)(2)(ii)
Site Representatives 7.12(a)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Term Section
---- -------
Straddle Period 7.8(d)(2)(ii)
System Operator 1.1(a)(28)(a)
Tax Contest 7.8(d)(4)(i)
Termination Date 10.1(b)
Third Party Claim 9.2(a)
Transferred Employee 7.10(a)
Transferred Non-Union Employees 7.10(c)
Unaudited Balance Sheet 5.4
UWPC Recitals
Wyman 4 Interest 5.19(h)
Other Wyman 4 Interests 5.19(h)
</TABLE>
ARTICLE II
PURCHASE AND SALE
-----------------
2.1. The Sale.
--------
Upon the terms and subject to the satisfaction of the conditions
contained in this Agreement, at the Closing the Sellers will sell,
assign, convey, transfer and deliver to the Buyer, and the Buyer will
purchase and acquire from Sellers, free and clear of all Encumbrances
(except for Permitted Encumbrances), all of the Sellers' right, title and
interest in, to and under the real and personal property, tangible or
intangible, owned by the Sellers and constituting the Purchased Assets.
2.2. Excluded Assets. Notwithstanding any provisions herein to the
---------------
contrary, the Purchased Assets shall not include the following (herein
referred to as the "Excluded Assets"):
(a) all cash, cash equivalents, bank deposits, accounts receivable,
regulatory assets, and any income, sales, payroll or other tax
receivables, and, other than as specifically included in the
Hydroelectric Assets, any interests in any hydroelectric storage
facilities owned by CMP or UWPC;
(b) certificates of deposit, shares of stock (subject to Section 7.16
(a) hereof, other than the KHR Stock and the Biomass Assets) securities,
bonds, debentures, evidences of indebtedness, and interests in joint
ventures, partnerships, limited liability companies and other entities
(other than those described in Sections 1.1(a)(27)(x) and 1.1(a)(33)(ix)
hereof);
(c) the names "Central Maine Power Company," "Central Maine Power,"
and "CMP," and any trade names, trademarks, service marks or logos
incorporating any of such names, as well as any other trade names,
trademarks,
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service marks, logos, copyrights, and, (except for such as are
specifically included in the Purchased Assets by the terms hereof) trade
secrets, patents and patentable inventions owned by the Sellers;
provided, however that the Buyer shall be authorized to continue to use
for internal purposes only and not for public use, materials bearing such
names, trademarks or logos (such as employee manuals) used by the Sellers
prior to the Closing Date until such materials are reprinted or otherwise
replaced;
(d) the transmission, distribution, substation and communication
facilities and related support equipment, including, but not limited, to
those described or referred to in Schedule 2.2(d), the precise
delineation and composition of which shall be subject to the Separation
Document;
(e) subject to Section 7.16(b) hereof, the wood chipper associated
with the Biomass Assets;
(f) any refund or credit (i) related to real or personal property,
excise, sales or use Taxes paid by the Sellers prior to the Closing Date
in respect of the Purchased Assets, or paid after the Closing Date but
relating to periods prior to the Closing Date, whether such refund is
received as a payment or as a credit against future real or personal
property, excise, sales or use Taxes payable, or (ii) arising under any
Sellers' Agreement and relating to a period before the Closing Date;
(g) except to the extent required by law, all personnel records
relating to employees of the Purchased Assets who become employees of the
Buyer; and
(h) any amounts payable or which become payable pursuant to claims
asserted by any of the Sellers with respect to periods prior to the
Closing Date relating to the Purchased Assets.
2.3. Assumed Liabilities.
-------------------
(a) On the Closing Date, the Buyer shall deliver to the Sellers the
Instrument of Assumption pursuant to which the Buyer shall assume and
agree to discharge, when due, all of the liabilities and obligations of
the Sellers, direct or indirect, known or unknown, absolute or
contingent, which arise on or after the Closing Date and principally
relate to the Purchased Assets or which arose prior to the Closing Date
and are specifically referred to in this Section 2.3(a), other than
Excluded Liabilities, in accordance with the respective terms and subject
to the respective conditions thereof. Without limitation of the
foregoing, the following liabilities
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and obligations shall be included in the Assumed Liabilities:
(i) all liabilities and obligations of the Sellers under (a)
the Sellers' Agreements, the real property leases, and the
Transferable Permits comprising a part of the Purchased Assets in
accordance with the terms thereof, (b) the contracts, leases and
other agreements comprising a part of the Purchased Assets which
would be required to be disclosed on Schedule 5.13 but for the
exceptions provided in clauses (iii) and (iv) of Section 5.13(a) of
this Agreement, in accordance with the terms thereof, and (c) the
contracts, leases and other agreements entered into by the Sellers
with respect to the Purchased Assets after the date hereof
consistent with the terms of this Agreement (including, without
limitation, agreements with respect to liabilities for real or
personal property Taxes on any of the Purchased Assets entered into
by any Seller and any local government); except in each case, to the
extent such liabilities and obligations, but for a breach or default
by a Seller, would have been paid, performed or otherwise discharged
on or prior to the Closing Date or to the extent the same arise out
of any such breach or default;
(ii) all liabilities and obligations in respect of Taxes for
which the Buyer is liable pursuant to Section 7.8;
(iii) any liabilities and obligations associated with the
Purchased Assets for which the Buyer has indemnified the Sellers
pursuant to Section 9.1;
(iv) all liabilities and obligations with respect to the
Sellers' Employees who are employed by the Buyer after the Closing
Date and for which the Buyer is responsible pursuant to Section
7.10;
(v) any liability, obligation or responsibility under or
related to former, current or future Environmental Laws or the
common law, whether such liability or obligation or responsibility
is known or unknown, contingent or accrued, arising as a result of
or in connection with (a) any violation or alleged violation of
Environmental Law after the Closing Date, with respect to the
ownership or operation of the Purchased Assets; (b) compliance with
applicable Environmental Laws after the Closing Date with respect to
the ownership or operation of the
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Purchased Assets; (c) loss of life, injury to persons or property or
damage to natural resources caused (or allegedly caused) by the
presence or Release of Hazardous Substances at, on, in, under, or
migrating from the Purchased Assets after the Closing Date,
including, but not limited to, Hazardous Substances contained in
building materials at the Purchased Assets or in the soil, surface
water, sediments, groundwater, landfill cells, or in other
environmental media at the Purchased Assets; provided, however, that
the liabilities described in Section 2.4(iv) hereof shall not be
included herein;(d) loss of life, injury to persons or property or
damage to natural resources caused (or allegedly caused) by the off-
site disposal, storage, transportation, discharge, Release,
recycling, or the arrangement for such activities, of Hazardous
Substances, after the Closing Date, in connection with the ownership
or operation of the Purchased Assets; (e) the investigation and/or
remediation of Hazardous Substances that are present or have been
released at, on, in, under, or migrating from the Purchased Assets
after the Closing Date, including, but not limited to, Hazardous
Substances contained in building materials at the Purchased Assets
or in the soil, surface water, sediments, groundwater, landfill
cells, or in other environmental media at the Purchased Assets;
provided, however, that the liabilities described in Section 2.4(iv)
hereof shall not be included herein;(f) the investigation and/or
remediation of Hazardous Substances that are disposed, stored,
transported, discharged, Released, recycled, or the arrangement of
such activities, after the Closing Date, in connection with the
ownership or operation of the Purchased Assets, at any off-site
location; provided, that nothing set forth in this subsection shall
require the Buyer to assume any liabilities that are expressly
excluded in Section 2.4; and (g) any violation or alleged violation
of Environmental Law, and any loss of life, injury to persons or
property or damage to natural resources caused (or allegedly caused)
by (i) negligent acts or omissions by the Buyer at any of the
Purchased Assets on or after the date of this Agreement and prior to
the Closing Date; (ii) acts or omissions by the Buyer at any of the
Purchased Assets after the Closing Date which cause a condition not
in violation of Environmental Law or not in need of remediation
under Environmental Law on the Closing Date to be in violation of
Environmental Law or in need of remediation under Environmental Law
(including, without limitation, the Release or
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destabilization of Hazardous Substances which are in a stable or
contained state and are in compliance with all applicable
Environmental Laws on the Closing Date); or (iii) negligent acts or
omissions by the Buyer at any of the Purchased Assets after the
Closing Date that exacerbate or aggravate any condition in violation
of Environmental Law or in need of remediation under Environmental
Law on the Closing Date, to the extent of any such negligent
exacerbation or aggravation; provided, however, that the mere
discovery by the Buyer of a condition in violation of Environmental
Law or in need of remediation under Environmental Law on the Closing
Date (including, without limitation, the discovery of a Hazardous
Substance in violation of Environmental Law or in need of
remediation under Environmental Law), in and of itself and without
any negligent act or omission by the Buyer, shall not be included in
this clause (g). The fact that any matter is not specifically
described in the Black & Veatch Reports or in Schedule 5.8 shall
create, for purposes hereof, the presumption that such matter is
included within this Section 2.3(a)(v);
(vi) all liabilities incurred by any of the Sellers for
payment of Maintenance Expenditures and Capital Expenditures
associated with the Purchased Assets but only to the extent such
liabilities were not included in the Maintenance and Capital
Expenditures Amount;
(vii) with respect to the Purchased Assets, (a) any Tax
that may be imposed by any state or local government on the
ownership, sale, operation, or use of the Purchased Assets on or
after the Closing Date, including real or personal property Taxes
except as otherwise provided in Section 7.8, (b) any software
license transfer, reissuance or similar costs relating to any of the
Purchased Assets, and (c) Permitted Encumbrances; and
(viii) subject to Sections 2.4(v) and 3.1(d) hereof, any
unvested liabilities or obligations (whether absolute, accrued,
contingent or otherwise, and whether due or to become due) to
provide post-retirement benefits other than pensions following the
Closing Date to persons employed prior to the Closing Date by any of
the Sellers and employed by the Buyer or any of its Affiliates after
the Closing Date.
(b) All of the foregoing liabilities and obligations to be assumed by
the Buyer under
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Section 2.3(a) (excluding any Excluded Liabilities) are referred to
herein as the "Assumed Liabilities." It is understood and agreed that
nothing in this Section 2.3 shall constitute a waiver or release of any
claims arising out of the contractual relationships between any of the
Sellers and the Buyer.
2.4. Excluded Liabilities. The Buyer shall not assume or be obligated
--------------------
to pay, perform or otherwise discharge the following liabilities or
obligations:
(i) any liabilities or obligations of any of the Sellers in
respect of any Excluded Assets or other assets of the Sellers which
are not Purchased Assets;
(ii) any liabilities or obligations in respect of Taxes for
which any of the Sellers are liable pursuant to Section 7.8;
(iii) any liabilities, obligations, or responsibilities
relating to the disposal, storage, transportation, discharge,
Release, recycling, or the arrangement for such activities, by the
Sellers, of Hazardous Substances that were generated at the
Purchased Assets, at any off-site location, where the disposal,
storage, transportation, discharge, Release, recycling or the
arrangement for such activities at said off-site location occurred
prior to the Closing Date, provided that for purposes of this
Section, "off-site location" includes any location to which
Hazardous Substances disposed of or Released at the Purchased Assets
prior to the Closing Date have migrated;
(iv) any liabilities, obligations or responsibilities under
or related to former, current or future Environmental Laws or the
common law, whether such liability, obligation or responsibility is
known or unknown, contingent or accrued, arising as a result of or
in connection with (a) any violation or alleged violation of
Environmental Law, prior to the Closing Date, with respect to the
ownership or operation of the Purchased Assets; (b) loss of life,
injury to persons or property or damage to natural resources
(whether or not such loss, injury or damage arose or was made
manifest before the Closing Date or arises or becomes manifest after
the Closing Date), caused (or allegedly caused) by the presence or
Release of Hazardous Substances at, on, in, under, adjacent to or
migrating from the Purchased Assets on or prior to the Closing Date,
including, but not
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limited to, Hazardous Substances contained in building materials at
the Purchased Assets or in the soil, surface water, sediments,
groundwater, landfill cells, or in other environmental media at or
adjacent to the Purchased Assets; and (c) the investigation and/or
remediation (whether or not such investigation or remediation
commenced before the Closing Date or commences after the Closing
Date) of Hazardous Substances that are present or have been Released
prior to the Closing Date at, on, in, under, adjacent to or
migrating from the Purchased Assets, including, but not limited to,
Hazardous Substances contained in building materials at the
Purchased Assets or in the soil, surface water, sediments,
groundwater, landfill cells, or in other environmental media at or
adjacent to the Purchased Assets. Notwithstanding the foregoing,
the liabilities and obligations described in Section 2.3(a)(v)(g)
hereof shall not be included in the Excluded Liabilities. The fact
that any matter is not specifically described in the Black & Veatch
Reports or in Schedule 5.8 shall create, for purposes hereof, the
presumption that such matter is not included within this Section
2.4(a)(iv);
(v) any liabilities or obligations (whether absolute,
accrued, contingent or otherwise, and whether due or to become due)
of a nature that, under generally accepted accounting principles or
the FERC Uniform System of Accounts would be reflected in a balance
sheet of a Seller or disclosed in the notes thereto if prepared on
or before the Closing Date, (other than those described in Section
2.3(a)(viii) hereof) including without limitation post-retirement
benefits for employees of the Sellers to the extent vested on or
prior to the Closing Date;
(vi) any liabilities or obligations of the Sellers with
respect to commitments for the purchase or sale of power or fuel,
other than under any Sellers' Agreement or as provided in Section
3.2 hereof;
(vii) any liabilities of Merimil LP relating to periods prior to
the Closing Date and arising under the Merimil Power Contract;
provided, however, that nothing contained herein shall release or
impair any claims that the Sellers may have affecting interests in
Merimil LP of Persons other than the Buyer or KHR; and
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(viii) any liabilities or obligations relating to any
personal injury, discrimination, harassment, wrongful discharge or
other wrongful employment practice, unfair labor practice, claims
for benefits (including claims arising under ERISA or workers'
compensation laws), or similar claim or cause of action (a) filed
with or pending before any court or administrative agency or
asserted on or arising out of acts or omissions of any Seller on or
before the Closing Date, (b) filed with any court or administrative
agency or asserted after the Closing Date by or on behalf of any
employee who is not hired by the Buyer as of the Closing Date
(except that the Buyer shall be responsible for any claim or cause
of action based on a direct act or omission by the Buyer), (c) any
liabilities or obligations for compensation of employees of the
Sellers (including, without limitation, bonuses and benefits)
relating to the period preceding the Closing Date, or (d) any such
potential claim or incident set forth in Schedule 2.4.
All such liabilities and obligations not being assumed pursuant to Section
2.4 are herein called the "Excluded Liabilities".
The parties agree and acknowledge that the Sellers shall be entitled
exclusively to control any litigation, administrative or regulatory
proceeding, and any investigation or remediation activities (including without
limitation any environmental mitigation or remediation activities), arising
out of or related to any Excluded Liabilities, and the Buyer agrees to
promptly notify the Sellers of the institution or commencement of any of the
foregoing and to cooperate fully with the Sellers in connection therewith;
provided, that all such remediation activities conducted after the Closing
Date shall be coordinated with the Buyer and conducted in a manner as not to
unreasonably interfere with Buyer's activities at the Purchased Assets
(including, without limitation, Buyer's operation and maintenance of the
Purchased Assets).
ARTICLE III
PURCHASE PRICE
--------------
3.1. Purchase Price.
--------------
(a) The purchase price for the Purchased Assets shall be an amount
equal to the sum of (i) $846,000,000 (which includes the amounts set
forth in Section 3.1(b) and is subject to adjustment pursuant to Section
3.1(c) and Section 3.1(e) hereof), (ii) the Adjustment Amount, and (iii)
any amounts paid pursuant to Section 7.4(e) hereof (the sum of the
amounts described
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in clauses (i)-(iii) hereby referred to as the "Purchase Price").
(b) The Purchase Price includes the following amounts: (i) the
Severance Amount, (ii) $18,000,000 associated with UWPC-owned facilities
at the Lewiston Falls Project, (iii) $63,000,000 associated with the
Transitional Power Sales Agreements, (iv) $6,000,000 associated with the
KHR Stock, and (v) $1,000,000 associated with the Cape Equipment under
Section 7.13(a) hereof.
(c) If the Sellers exercise their right to substitute the Lockwood
hydroelectric generating station for the KHR Stock pursuant to Section
7.16(a) hereof, then the amount in clause (i) of Section 3.1(a) shall be
reduced by $2 million. If the Sellers do not exercise such right, the
Purchase Price shall be reduced by an amount equal to fifty percent (50%)
of any indebtedness for borrowed money of Merimil L.P., and (without
duplication) 100% of any indebtedness for borrowed money of KHR,
outstanding on the Closing Date. Similarly, the Purchase Price shall
also be reduced by an amount equal to the indebtedness for borrowed money
of AVEC outstanding on the Closing Date. It is the parties' intention
that the transfer of the KHR Stock and the Biomass Assets would not
result in the Buyer incurring, directly or indirectly, any liabilities it
would not have incurred had the assets of such entities been conveyed to
the Buyer subject only to Assumed Liabilities, and the parties agree that
the Purchase Price shall be further adjusted appropriately in order to
effectuate such intention.
(d) On the Closing Date, a portion of the Purchase Price equal to the
amount determined prior to the Closing Date by Actuarial Science
Associates (and subject to review by the Buyer's representatives),
pursuant to SFAS 106, "Employers' Accounting for Post-Retirement Benefits
Other Than Pensions", to be sufficient to fund the liability arising
after the Closing Date with respect to periods prior to the Closing Date
for the unvested portion of post-retirement benefits other than pensions,
for persons to be employed by the Buyer or any of its Affiliates
following the Closing Date and who were employees of the Sellers or any
of their Affiliates on the Closing Date, shall be placed in an interest-
bearing escrow account. Such amount (or a portion thereof), including
any interest earned thereon, shall be released to the Buyer, promptly
following the execution by the Buyer and the IBEW of the first collective
bargaining agreement between them following the Closing Date, to the
extent such liabilities remain under the terms of any agreement or
benefit plan, as determined by Actuarial
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Science Associates. Any remaining amount in such escrow account shall
thereupon be remitted to the Sellers, who shall have no further
obligation to the Buyer with respect to such liabilities.
(e) If the Buyer exercises its right to purchase the wood chipper
associated with the Biomass Assets pursuant to Section 7.16(b) hereof,
then the amount in clause (i) of Section 3.1(a) shall be increased by
$200,000.
3.2. Purchase Price Adjustment.
-------------------------
(a) No later than five (5) Business Days before the Closing Date CMP
shall notify the Buyer in writing of the Estimated Adjustment Amount.
(b) Within thirty (30) days after the Closing, CMP shall prepare and
deliver to the Buyer a statement (the "Adjustment Statement") which
reflects (i) the net book value, as reflected on the books of the Sellers
as of the Closing Date, of all fuel inventory (FERC account no. 151),
stores inventory (FERC account no. 154) and non-capitalized spares used
at or in connection with the Purchased Assets (the "Inventory Adjustment
Amount"), and (ii) the Maintenance and Capital Expenditures Amount
applicable to the Purchased Assets. The Inventory Adjustment Amount and
the Maintenance and Capital Expenditures Amount are referred to
collectively as the "Adjustment Amount". The Adjustment Statement shall
be prepared using the same generally accepted accounting principles,
policies and methods as the Sellers have historically used in connection
with the calculation of the items reflected on the Adjustment Statement.
The Buyer agrees to cooperate with CMP in connection with the preparation
of the Adjustment Statement and related information, and shall provide to
CMP such books, records and information as may be reasonably requested
from time to time.
(c) The Buyer may dispute the Inventory Adjustment Amount or the
Maintenance and Capital Expenditures Amount; provided, however, that the
Buyer shall notify CMP in writing of the disputed amount, and the basis
of such dispute, within ten (10) Business Days of the Buyer's receipt of
the Adjustment Statement. In the event of a dispute with respect to any
part of an Adjustment Amount, the Buyer and CMP shall attempt to
reconcile their differences and any resolution by them as to any disputed
amounts shall be final, binding and conclusive on the parties. If the
Buyer and CMP are unable to reach a resolution of such differences within
thirty (30) days of receipt of the Buyer's written notice
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of dispute to CMP, the Buyer and CMP shall submit the amounts remaining
in dispute for determination and resolution to the Independent Accounting
Firm, which shall be instructed to determine and report to the parties,
within thirty (30) days after such submission, upon such remaining
disputed amounts, and such report shall be final, binding and conclusive
on the parties hereto with respect to the amounts disputed. The fees and
disbursements of the Independent Accounting Firm shall be allocated
between the Buyer and the Sellers so that the Buyer's share of such fees
and disbursements shall be in the same proportion that the aggregate
amount of such remaining disputed amounts so submitted by the Buyer to
the Independent Accounting Firm that is unsuccessfully disputed by the
Buyer (as finally determined by the Independent Accounting Firm) bears to
the total amount of such remaining disputed amounts so submitted by the
Buyer to the Independent Accounting Firm.
(d) Within ten (10) Business Days after the Buyer's receipt of the
Adjustment Statement, if the Adjustment Amount is less than the Estimated
Adjustment Amount, the Sellers shall refund the difference to the Buyer,
and if the Adjustment Amount is greater than the Estimated Adjustment
Amount the Buyer shall pay the difference to the Sellers. If there is a
dispute with respect to any amount on the Adjustment Statement, the Buyer
shall immediately pay to the Sellers any undisputed amounts (to the
extent not previously paid), and within five (5) Business Days after the
final determination of any amounts on the Adjustment Statement, the Buyer
shall pay to the Sellers an amount equal to (x) the Adjustment Amount as
finally determined to be payable with respect to the Adjustment Statement
less (y) the sum of the Estimated Adjustment Amount and any additional
undisputed amount theretofore paid by the Buyer to the Sellers; provided,
however, that if such amount shall be less than zero then the Sellers
will pay to the Buyer the amount by which such amount is less than zero.
Any amount paid or refunded under this Section 3.2(d) shall be paid or
refunded with interest for the period commencing on the Closing Date
through the date of payment, calculated at the "prime rate" for domestic
banks as published in The Wall Street Journal (Northeast Edition) in the
-----------------------
"Money Rates" section on the Closing Date, in cash by Federal or other
wire transfer of immediately available funds.
3.3. Allocation of Purchase Price. Each of the Buyer and the Sellers
----------------------------
agree to file Internal Revenue Service Form 8594 with their Federal Income Tax
returns for the taxable year that includes the Closing Date, and to file all
Federal, state, local and foreign Tax Returns in accordance with an allocation
of the Purchase Price among the tax categories of
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the Purchased Assets to be agreed upon prior to the Closing Date, that shall
include an allocation of $63 million to the Transitional Power Sales
Agreements. Each of the Buyer and the Sellers shall report the transactions
contemplated by this Agreement for Federal Income Tax and all other tax
purposes in a manner consistent with such agreed-upon allocation. Each of the
Buyer and the Sellers agree to provide the others promptly with any other
information required to complete Form 8594. Each of the Buyer and the Sellers
shall notify and provide the others with reasonable assistance in the event of
an examination, audit or other proceeding regarding the agreed-upon allocation
of the Purchase Price.
3.4. Proration.
---------
(a) The Buyer and the Sellers agree that all of the items normally
prorated, including those listed below, relating to the business and
operation of the Purchased Assets will be prorated as of the Closing
Date, with the Sellers liable with respect to Purchased Assets being sold
by them to the extent such items relate to any time period through the
Closing Date, and the Buyer liable to the extent such items relate to
periods subsequent to the Closing Date with, to the extent practicable, a
cash settlement on the Closing Date:
(i) personal property and real estate taxes, assessments and
other charges, if any, by the municipality, on the basis of the
municipality's fiscal year, on or with respect to the business and
operation of the Purchased Assets;
(ii) rent, taxes and other items payable by or to a Seller
under any of the Sellers' Agreements assigned to and assumed by the
Buyer hereunder which are associated with the Purchased Assets;
(iii) any permit, license, registration, compliance
assurance fees or other fees with respect to any Transferable Permit
associated with the Purchased Assets;
(iv) sewer rents and charges for water, telephone,
electricity and other utilities; and
(v) fixed monthly charges to NEPOOL.
(b) In connection with the prorations referred to in (a) above, in the
event that actual figures are not available at the Closing Date, the
proration shall be based upon the actual taxes or fees for the preceding
year (or appropriate period) for which actual taxes or fees are available
and such taxes or fees shall be reprorated upon request of the affected
Sellers, on the
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one hand, or the Buyer, on the other hand, made within sixty (60) days of
the date that the actual amounts become available. Each Seller and the
Buyer agree to furnish each other with such documents and other records
as may be reasonably requested in order to confirm all adjustment and
proration calculations made pursuant to this Section 3.4.
ARTICLE IV
THE CLOSING
-----------
4.1. Time and Place of Closing. Upon the terms and subject to the
-------------------------
satisfaction of the conditions contained in Article VIII of this Agreement
(the "Closing Conditions"), the Closing will take place at the offices of
Pierce Atwood, One Monument Square, Portland, Maine on such date as the
parties may agree, which date shall be as soon as practicable, but, subject to
Sections 7.4 and 8.4 hereof, no later than thirty (30) Business Days,
following the date on which all of the Closing Conditions have been satisfied
or waived (but in no event earlier than sixty (60) days after the end of the
Buyer's Window with respect to Employees other than those described in the
penultimate sentence of the first paragraph of Section 7.10(a) hereof); or at
such other place or time as the parties may agree.
4.2. Payment of Purchase Price. Upon the terms and subject to the
-------------------------
satisfaction of the conditions contained in this Agreement, in consideration
of the aforesaid sale, assignment, conveyance, transfer and delivery of the
Purchased Assets, the Buyer will pay or cause to be paid to the Sellers at the
Closing an amount in United States dollars equal to the sum of (i) the amount
set forth in Section 3.1(a)(i) hereof (as adjusted pursuant to Sections 3.1(c)
and (e), 7.4, 7.11, 7.13(a) and 8.4 hereof), (ii) the Estimated Adjustment
Amount, and (iii) any amounts expended by the Sellers pursuant to Section
7.4(e) hereof (not including any expense, other than the purchase price for
such leased asset, of the Sellers in connection with the purchase thereof) (as
adjusted pursuant to Sections 7.4, 7.11 and 8.4 hereof) (the "Preliminary
Purchase Price"), by wire transfer of immediately available funds or by such
other means as are agreed upon by the Sellers and the Buyer. The balance of
the Purchase Price (or, alternatively, any amounts owing by the Sellers to
Buyer), in each case determined in accordance with Section 3.2 hereof, shall
be paid as provided in said Section 3.2.
4.3. Deliveries By Sellers. At Closing, subject to Sections 7.4, 7.11
---------------------
and 8.4 hereof, the appropriate Sellers will deliver the following to the
Buyer:
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(a) Bills of Sale, duly executed by the appropriate Sellers, for the
personal property included in the Purchased Assets;
(b) All consents, waivers or approvals obtained by any of the Sellers
with respect to the Purchased Assets, the transfer of any Transferable
Permit related to the Purchased Assets, or the consummation of the
transactions connected to the sale of the Purchased Assets contemplated
by this Agreement, to the extent specifically required hereunder;
(c) An opinion of counsel and certificate (as contemplated by Section
8.2) with respect to the Purchased Assets;
(d) One or more deeds of conveyance of the Real Estate related to the
Purchased Assets to the Buyer, reserving the applicable Easements,
without covenants or warranty of title, duly executed and acknowledged by
the appropriate Sellers and in recordable form, together with transfer
tax declarations with respect to such conveyances;
(e) FIRPTA Affidavits executed by the appropriate Sellers;
(f) All such other instruments of assignment or conveyance as shall,
in the reasonable opinion of the Buyer and its counsel, be necessary or
desirable to transfer to the Buyer the Purchased Assets in accordance
with this Agreement and, where necessary or desirable, in recordable
form; and
(g) Such other agreements, documents, instruments and writings as are
required to be delivered by any of the Sellers at or prior to the Closing
Date pursuant to this Agreement or otherwise required in connection
herewith.
4.4. Deliveries by the Buyer. At the Closing, the Buyer will deliver
-----------------------
the following to the appropriate Sellers:
(a) The Preliminary Purchase Price, by wire transfer of immediately
available funds or such other means as are agreed upon by the Sellers and
the Buyer;
(b) An opinion of counsel and certificate (as contemplated by Section
8.3) with respect to the Purchased Assets;
(c) The Instrument of Assumption with respect to the Assumed
Liabilities, duly executed by the Buyer;
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(d) All such other instruments of assumption as shall, in the
reasonable opinion of any Seller and its counsel, be necessary or
desirable for the Buyer to assume the Assumed Liabilities related to the
Purchased Assets being sold by such Seller in accordance with this
Agreement; and
(e) Such other agreements, documents, instruments and writings as are
required to be delivered by the Buyer at or prior to the Closing Date
pursuant to this Agreement or otherwise required in connection herewith.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
---------------------------------------------
The Sellers jointly and severally represent and warrant to the Buyer, as
of the date of this Agreement and as of the Closing Date, as follows:
5.1. Organization; Authority. Each Seller is a corporation duly
-----------------------
organized, validly existing and in good standing under the laws of the State
of Maine and has all requisite corporate power and authority to own, lease,
and operate its properties and to carry on its business as is now being
conducted.
5.2. Authority Relative to This Agreement. Each Seller has full
------------------------------------
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery
of this Agreement and the consummation of the transactions contemplated hereby
have been duly and validly authorized by the Board of Directors of each Seller
and no other corporate proceedings on the part of the Sellers are necessary to
authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
each Seller, and assuming the accuracy of the Buyer's representations and
warranties contained in this Agreement, subject to the receipt of the Seller
Required Regulatory Approvals, the Seller Required Consents and the Buyer
Required Regulatory Approvals, constitutes a valid and binding agreement of
each Seller, enforceable against the Sellers in accordance with its terms,
except that such enforceability may be limited by applicable bankruptcy,
insolvency, moratorium or other similar laws affecting or relating to
enforcement of creditors' rights generally or general principles of equity.
5.3. Consents and Approvals; No Violation.
------------------------------------
(a) Except as set forth in Schedule 1.1(a)(57), and other than
obtaining the Seller Required Regulatory Approvals and the Buyer Required
Regulatory Approvals, neither the execution and delivery of this
Agreement by
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the Sellers nor the sale by the Sellers of the Purchased Assets pursuant
to this Agreement will (i) conflict with or result in any breach of any
provision of the Articles of Incorporation or Bylaws of any Seller; (ii)
result in a default or creation of a lien (or give rise to any right of
termination, cancellation or acceleration) under any of the terms,
conditions or provisions of any note, bond, mortgage, indenture, license,
agreement or other instrument or obligation to which any Seller is a
party or by which any Seller or any of the Purchased Assets may be bound,
except for such defaults (or rights of termination, cancellation or
acceleration) as to which requisite waivers or consents have been
obtained or which, in the aggregate, would not have a Material Adverse
Effect; or (iii) violate any order, writ, injunction, decree, statute,
rule or regulation applicable to any Seller, or any of its assets, which
violation would have a Material Adverse Effect.
(b) Except as set forth in Schedule 1.1(a)(65) and except for (i) any
required approvals under the Federal Power Act, (ii) any approvals
required under Title 35-A of the Maine Revised Statutes or otherwise from
the MPUC, (iii) the approval, if required, of the SEC pursuant to the
Holding Company Act, (iv) the filings by the Sellers and the Buyer
required by the HSR Act and the expiration or earlier termination of all
waiting periods under the HSR Act, and (v) any approval required of the
Maine Department of Environmental Protection ("MDEP"), the United States
Environmental Protection Agency ("EPA"), the Maine Land Use Regulatory
Commission ("LURC"), the United States Army Corps of Engineers or other
governmental agency pursuant to any Environmental Law (the filings and
approvals referred to in Schedule 1.1(a)(65) and clauses (i) through (v)
are collectively referred to as the "Seller Required Regulatory
Approvals"), no declaration, filing or registration with, or notice to,
or authorization, consent or approval of any governmental or regulatory
body or authority is necessary for the execution and delivery of this
Agreement by the Sellers or the consummation by the Sellers of the
transactions contemplated hereby, other than such declarations, filings,
registrations, notices, authorizations, consents or approvals which
become applicable to the Sellers or the Purchased Assets as a result of
the specific regulatory status of the Buyer (or any of its Affiliates) or
as a result of any other facts that specifically relate to the business
or activities in which the Buyer (or any of its Affiliates) is or
proposes to be engaged.
5.4. Financial Statements. CMP has made available to the Buyer its
--------------------
audited balance sheet as of December 31, 1996
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(the "Audited Balance Sheet"), and its unaudited balance sheets as of March
31, June 30 and September 30, 1997 (collectively, the "Unaudited Balance
Sheets"). The Audited Balance Sheet (including the related notes thereto)
presents fairly, in all material respects, as of December 31, 1996 the
financial position of CMP in conformity with generally accepted accounting
principles applied on a consistent basis, except as otherwise noted therein.
The Unaudited Balance Sheets (including the notes thereto) present fairly, in
all material respects, as of the respective dates thereof, the financial
position of CMP in conformity with generally accepted accounting principles
applied on a consistent basis except as otherwise noted therein and subject to
normal year end adjustments.
5.5. Absence of Certain Changes or Events. Except (i) as set forth in
------------------------------------
Schedule 5.5, in the SEC Reports filed prior to the Bid Date or in the
information memorandum and reference manuals previously delivered by the
Sellers to the Buyer, and (ii) as otherwise contemplated by this Agreement,
since the date of the September 30, 1997 Unaudited Balance Sheet there has not
been: (a) any Material Adverse Effect; (b) any damage, destruction or
casualty loss, whether covered by insurance or not, which had a Material
Adverse Effect; (c) any entry into any agreement, commitment or transaction
(including, without limitation, any borrowing, capital expenditure or capital
financing) by the Sellers, which is material to the business or operations of
the Purchased Assets and the Sellers' obligations under which are included in
the Assumed Liabilities, except agreements, commitments or transactions in the
ordinary course of business or as contemplated herein; or (d) any change by
the Sellers in accounting methods, principles or practices in a manner that
affects the liabilities described in Section 2.4(v) hereof except as required
by generally accepted accounting principles.
5.6. Title and Related Matters. Except for Permitted Encumbrances and
-------------------------
matters arising under the Permits and Environmental Permits set forth or
referred to in Schedule 1.1(a)(65), each Seller has good and marketable record
title insurable as such by a reputable title insurance company at Buyer's sole
cost and expense for each of the Purchased Assets constituting Real Estate
being sold by it. Except for Permitted Encumbrances, each Seller has or will
have, as of the Closing Date, good and valid title to the other Purchased
Assets which it purports to own that are reflected in the September 30, 1997
Unaudited Balance Sheet (other than those which have been disposed of since
the date thereof in the ordinary course of business), free and clear of all
Encumbrances.
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5.7. Leases. Schedule 5.11 lists all real property leases under which
------
any of the Sellers is a lessee or lessor and which (x) are to be transferred
and assigned to the Buyer on the Closing Date, and (y) (i) provide for annual
payments of more than $500,000 or (ii) are otherwise material to the ownership
or operation of the Purchased Assets. Except as set forth in Schedule 5.11,
all such leases are valid, binding and enforceable in accordance with their
terms, and are in full force and effect, there are no existing defaults by any
Seller or (to the Seller's Knowledge) any other party thereto thereunder, and
no event has occurred which (whether with or without notice, lapse of time or
both) would constitute a default by any Seller thereunder. The aggregate
annual amount of payments or other liabilities under all real property leases
which are included in the Purchased Assets and which are not listed on
Schedule 5.11 does not exceed $1 million.
5.8. Environmental Matters. Except as disclosed in Schedule 5.8, in the
---------------------
SEC Reports filed prior to the Bid Date, in the Black & Veatch Reports or in
the information memorandum and reference manuals previously delivered by the
Sellers to the Buyer:
(a) The Sellers hold, and are in substantial compliance with, all
material permits, licenses and governmental authorizations
("Environmental Permits") required for the Sellers to conduct, as now
conducted, the business and operations of the Purchased Assets under
applicable Environmental Laws, and the Sellers are otherwise in
compliance with applicable Environmental Laws with respect to the
business and operations of the Purchased Assets and the Sellers have not
received any written notice of any violation of any Environmental Law;
(b) The Sellers have not received any written request for information,
or been notified that any Seller is a potentially responsible party,
under CERCLA or any similar State law with respect to any on-site
location included within the Purchased Assets;
(c) The Sellers have not entered into or agreed to any consent decree
or order, and are not subject to any judgment, decree, or judicial order
with respect to any of the Purchased Assets relating to compliance with
any Environmental Law or to investigation or cleanup of Hazardous
Substances under any Environmental Law; and
(d) The representations and warranties made in this Section 5.8 and in
Section 5.19(i) are the Sellers' exclusive representations and warranties
relating to Environmental Matters.
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5.9. Labor Matters. The Sellers have previously made available to the
-------------
Buyer copies of all collective bargaining agreements to which any Seller is a
party or is subject and which relate to the business or operations of the
Purchased Assets. Solely (in each of the following clauses (a) through (e))
with respect to the business or operations of the Purchased Assets, except to
the extent set forth in Schedule 5.9, in the SEC Reports filed prior to the
Bid Date or in the information memorandum and reference manuals previously
delivered by the Sellers to the Buyer, and except for such matters as will not
have a Material Adverse Effect or are not included in the Assumed Liabilities
(a) the Sellers are in compliance with all applicable laws respecting
employment and employment practices, terms and conditions of employment and
wages and hours; (b) the Sellers have not received written notice of any
unfair labor practice complaint against any Seller pending before the National
Labor Relations Board; (c) there is no labor strike, slowdown or stoppage
actually pending or threatened against or affecting any Seller; (d) the
Sellers have not received notice that any representation petition respecting
the employees of any Seller has been filed with the National Labor Relations
Board; and (e) no arbitration proceeding arising out of or under collective
bargaining agreements is pending against any Seller.
5.10. ERISA; Benefit Plans.
--------------------
(a) Schedule 5.10(a) lists all deferred compensation, pension,
profit-sharing and retirement plans, including multiemployer plans, and
all material bonus and other employee benefit or fringe benefit plans
maintained or with respect to which contributions are made by the Sellers
in respect of employees employed at the Purchased Assets which are
included in the Assumed Liabilities ("Benefit Plans"). Accurate and
complete copies of all such Benefit Plans have been made available to the
Buyer.
(b) Except as set forth in Schedule 5.10(b), the Sellers have
fulfilled their obligations under the applicable minimum funding
requirements of Section 302 of ERISA and Section 412 of the Code, if any,
with respect to each Benefit Plan which is an "employee pension benefit
plan" (as defined in Section 3(2) of ERISA) and each such plan is in
compliance in all material respects with the presently applicable
provisions of ERISA and the Code. The Sellers have not incurred any
liability under Section 4062(b) of ERISA to the Pension Benefit Guaranty
Corporation in connection with any Benefit Plan which is subject to Title
IV of ERISA. Except as set forth in Schedule 5.10(b), the Internal
Revenue Service has issued a letter for each Benefit Plan which is an
employee pension benefit plan determining that such plan is exempt
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from United States Federal Income Tax under Sections 401(a) and 501(a) of
the Code, and there has been no material defect in the operation of any
such Plan since the date of any such determination letter which, if not
timely corrected, is likely to result in the disqualification of such
Plan by the IRS, and no withdrawal liability has been incurred by or
asserted against the Sellers with respect to any employee pension benefit
plan which is a multiemployer plan. No reportable event (as described in
Section 4043 of ERISA) as to which the 30-day notice requirement has not
been waived, has occurred. There are no pending or threatened actions
with respect to any employee benefit plan that could reasonably be
expected to have a Material Adverse Effect.
5.11. Real Estate. Schedule 5.11 contains references to deeds providing
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descriptions of, and the Project Maps provide information indicating the
location of, the real property owned or leased by the Sellers (or as to which
the Sellers hold other rights) and included in the Purchased Assets (the "Real
Estate"). Schedule 5.11 also describes certain other Encumbrances on the Real
Estate. Copies of any current Project Maps in the Sellers' possession or
copies of documents referred to on Schedule 5.11 and in the possession of the
Sellers with respect to such real property have heretofore been made available
by the Seller to the Buyer. Schedule 5.11 includes certain real property
abutting certain generation facilities of the Sellers and real property held
by the Sellers for future use, which is not intended to be included in the
Purchased Assets and which the parties will cause to be severed from the Real
Estate (for retention by the Sellers) on or prior to the Closing Date. No fee
ownership, lease, right of way, easement, site license or other license or
right in real property, other than the Real Estate, is necessary for the Buyer
to own, operate or maintain the Purchased Assets substantially as historically
owned, operated and maintained by the Sellers.
5.12. Condemnation. Except as set forth in Schedule 5.12, neither the
------------
whole nor any part of the Real Estate or any other real property or rights
leased, used or occupied by the Sellers in connection with the ownership or
operation of the Purchased Assets is subject to any pending suit for
condemnation or other taking by any public authority, and no such condemnation
or other taking has been threatened.
5.13. Certain Contracts and Arrangements.
----------------------------------
(a) Except (i) as listed in Schedule 5.13 or any document referred to
in any other Schedule to this Agreement (irrespective of whether it is
described as a contract, agreement, lease, commitment, understanding or
instrument), (ii) for contracts, agreements, personal
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property leases, commitments, understandings or instruments which will
expire prior to the Closing Date, (iii) for certain agreements entitling
the Sellers to utilize or have access to roads leading to certain of the
Real Estate, (iv) for agreements with suppliers entered into in the
ordinary course of business that can be terminated without material
penalty upon not more than 6 months' notice, and (v) the fuel supply
contracts relating to the Biomass Assets, the Sellers are not a party to
any written contract, agreement, personal property lease, commitment,
understanding or instrument which is material to the ownership or
operation of the Purchased Assets and which is included in the Assumed
Liabilities.
(b) Each material Sellers' Agreement (i) constitutes a valid and
binding obligation of each Seller which is a party to it and to the
Knowledge of the Sellers, constitutes a valid and binding obligation of
the other parties thereto, (ii) is in full force and effect, and (iii)
except as disclosed in Schedule 1.1(a)(57) may be transferred to the
Buyer pursuant to this Agreement without breaching the terms thereof or
resulting in the forfeiture or impairment of any rights thereunder.
(c) Except as set forth in Schedule 5.13, there is not, under any of
the Sellers' Agreements, any default or event which, with notice or lapse
of time or both, would constitute a default on the part of a Seller or,
to the Knowledge of the Sellers, any other party thereto, except such
events of default and other events as to which requisite waivers or
consents have been obtained.
5.14. Legal Proceedings, etc. Except as set forth in Schedule 5.14, in
-----------------------
the SEC Reports filed prior to the Bid Date or in the information memorandum
and reference manuals previously delivered by the Sellers to the Buyer, and
except for matters which are Excluded Liabilities, there are no claims,
actions, proceedings or investigations pending or, to the Sellers' Knowledge,
threatened against or relating to the Sellers and pertaining to the Purchased
Assets before any court, governmental or regulatory authority or body acting
in an adjudicative capacity. Except as set forth in Schedule 5.14, in the SEC
Reports filed prior to the Bid Date or in the information memorandum and
reference manuals previously delivered by the Sellers to the Buyer and except
for matters which are Excluded Liabilities, no Seller is subject to any
outstanding judgment, rule, order, writ, injunction or decree of any court,
governmental or regulatory authority pertaining to the Purchased Assets.
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5.15. Permits.
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(a) "Permits" means all material permits, licenses, franchises and
other governmental authorizations, consents and approvals relating to the
Sellers' ownership or operation of the Purchased Assets, other than with
respect to Environmental Laws. The Sellers have all Permits necessary to
own and operate the Purchased Assets as presently owned and operated.
Except as set forth in Schedule 5.8 hereof, the Sellers have not received
any written notification that any Seller is in violation of any of such
Permits, or any law, statute, order, rule, regulation, ordinance or
judgment of any governmental or regulatory body or authority applicable
to it and pertaining to the Purchased Assets. Except as set forth in
Schedule 5.8, the Sellers are in compliance with all Permits, laws,
statutes, orders, rules, regulations, ordinances, or judgments of any
governmental or regulatory body or authority applicable to them, except
for violations which, in the aggregate, do not have a Material Adverse
Effect.
(b) Schedule 1.1(a)(65) sets forth all Permits and Environmental
Permits, other than Transferable Permits, which, if not held or
maintained (individually or in the aggregate) could reasonably be
expected to impede Buyer's ownership, operation or maintenance of any
Purchased Asset substantially as it has historically been owned, operated
or maintained by the Sellers.
5.16. Regulation as a Utility. CMP is a "holding company" within the
-----------------------
meaning of the Holding Company Act, but is exempt from all of the provisions
thereof except Section 9(a)(2). CMP is subject to regulation by the FERC, by
the Maine Public Utilities Commission and, to a limited extent, by the
Connecticut Department of Public Utility Control.
5.17. Taxes.
-----
(a) With respect to the Purchased Assets, other than the KHR Stock,
and the Biomass Assets, (i) all Tax Returns required to be filed have
been filed, and (ii) all Taxes shown to be due on such Tax Returns have
been paid in full. Except as set forth in Schedule 5.17, no notice of
deficiency or assessment has been received from any taxing authority with
respect to liabilities for Taxes of the Sellers in respect of the
Purchased Assets (excluding the KHR Stock and the Biomass Assets), which
have not been fully paid or finally settled, and any such deficiency
shown in such Schedule 5.17 is being contested in good faith through
appropriate proceedings. Except as set forth in Schedule 5.17, there are
no outstanding agreements or waivers extending the applicable statutory
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periods of limitation for Taxes associated with the Purchased Assets
(excluding the KHR Stock and the Biomass Assets) for any period. Except
to the extent set forth in Section 5.17, none of the Purchased Assets
(excluding the KHR Stock and the Biomass Assets) is "tax-exempt use
property" within the meaning of Section 168(h) of the Code or tax-exempt
bond financed property within the meaning of Section 168(g)(5) of the
Code (except for the $10,250,000 Town of Yarmouth Pollution Control Bonds
(Central Maine Power Company, 1977 Series A) and the $1,000,000 Town of
Yarmouth Pollution Control Revenue Bonds (Central Maine Power Company,
1978 Series A) and none of the Purchased Assets (excluding the KHR Stock
and the Biomass Assets) is subject to any lease made pursuant to Section
168(f)(8) of the Code. Except to the extent set forth in Schedule 5.17,
there are no liens for Taxes not yet due upon any of the Purchased Assets
(excluding the KHR Stock and the Biomass Assets).
(b) With respect to the sale of the KHR Stock and the Biomass Assets:
(i) with regard to AVEC and KHR, CMP has (A) duly and timely
filed with the appropriate governmental authorities all Consolidated
Tax Returns (the "CMP Consolidated Tax Returns") required to be
filed by CMP and such CMP Consolidated Tax Returns are true, correct
and complete in all material respects, and (B) duly and timely paid
in full all Taxes due with respect to AVEC and KHR;
(ii) each of KHR and AVEC has complied in all respects with
all applicable laws, rules, and regulations relating to the payment
and withholding of Taxes;
(iii) except to the extent set forth in Schedule 5.17, no
United States Federal, state or local or foreign audits or other
administrative proceedings are presently pending, proposed or
threatened (in each case in writing) with regard to any Taxes or Tax
Returns of KHR or AVEC;
(iv) except to the extent set forth in Schedule 5.17, there
are no liens for Taxes not yet due upon any property or assets of
KHR or AVEC;
(v) all deficiencies of Taxes asserted in writing or, to the
knowledge of the Seller, otherwise asserted with respect to KHR or
AVEC or any of their respective predecessors as a result of an
audit, examination, investigation or similar
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proceeding have been paid or are being contested in good faith
through appropriate proceedings;
(vi) there are no powers of attorney in effect relating to
Taxes of KHR or AVEC that relate to Taxes for any post-closing
period;
(vii) except as set forth in Schedule 5.17, (A) no consent
has been made with respect to KHR or AVEC under Section 341 of the
Code, (B) none of the assets of KHR, AVEC or The Merimil Limited
Partnership is "tax-exempt use property" within the meaning of
Section 168(h) of the Code or tax-exempt bond financed property
within the meaning of Section 168(g)(5) of the Code and (C) none of
the assets of KHR, AVEC or The Merimil Limited Partnership is
subject to any lease made pursuant to Section 168(f)(8) of the Code;
(viii) except as set forth in Schedule 5.17, there are no
outstanding agreements or waivers extending the statutory period of
limitation applicable to any items of Tax of AVEC, KHR or The
Merimil Limited Partnership and none of such companies has requested
any extension of time within which to file any Tax Return, which
return has not yet been filed;
(ix) Sellers have delivered to Buyer (A) true, correct and
complete copies of schedules to CMP Consolidated Tax Returns
delineating the income and deductions of AVEC and KHR, and (B) if
obtainable by the Sellers, true, correct and complete copies of
partnership returns of Merimil LP, for all periods commencing on or
after January 1, 1994 as well as all examination reports and
statements of deficiencies assessed against or with respect to, or
agreed to by, any of the foregoing companies;
(x) each of AVEC, KHR and The Merimil Limited Partnership
has withheld and paid all Taxes required to be withheld and paid in
connection with amounts paid to any employee of such company or to
any other party;
(xi) each of AVEC, KHR and The Merimil Limited Partnership
has registered to do business in the State of Maine, and no such
company has in fact done business in any State other than in Maine;
(xii) none of AVEC, KHR and The Merimil Limited Partnership
has entered into any agreement
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that under certain circumstances could obligate it to make payments
that would be non-deductible under Section 280G of the Code; and
(xiii) there is no dispute or claim as to the Tax liability
of any other person as to which one or more of AVEC, KHR or The
Merimil Limited Partnership has an indemnification obligation.
5.18. Continuing Site Agreement Standards. As of the Closing Date, the
-----------------------------------
Purchased Assets will meet the standards with respect thereto contained in the
Continuing Site Agreement.
5.19. Representations Regarding Certain Purchased Assets.
--------------------------------------------------
(a) The authorized capital stock of AVEC consists of 10,000 shares of
common stock, par value $1 per share, of which 10,000 shares constitute
the AVEC Stock, held by the Sellers, are duly authorized, validly issued
and outstanding, fully paid and nonassessable. Except for the AVEC
Stock, there are no shares of capital stock or other equity securities of
AVEC outstanding. The AVEC Stock has not been issued in violation of,
and none of the AVEC Stock is subject to, any purchase option, call,
right of first refusal, preemptive, subscription or similar rights.
There are no outstanding warrants, options, rights, "phantom" stock
rights, agreements, convertible or exchangeable securities or other
commitments (other than this Agreement) (i) pursuant to which Sellers or
AVEC are or may become obligated to issue, sell, purchase, return or
redeem any share of capital stock or other securities of AVEC or (ii)
that give any person the right to receive any benefits or rights similar
to any rights enjoyed by or accruing to the holders of shares of capital
stock of AVEC. There are no equity securities of AVEC reserved for
issuance for any purpose. There are no outstanding bonds, debentures,
notes or other indebtedness having the right to vote on any matters on
which stockholders of AVEC may vote. Sellers are the record and
beneficial owners of the AVEC Stock.
(b) The authorized capital stock of KHR consists of 40,000 shares of
common stock, par value $100 per share, of which 40,000 shares constitute
the KHR Stock, are duly authorized, validly issued and outstanding, fully
paid and nonassessable. Except for the KHR Stock, there are no shares of
capital stock or other equity securities of KHR outstanding. The KHR
Stock has not been issued in violation of, and none of the KHR Stock is
subject to, any purchase option, call, right of first refusal,
preemptive, subscription or similar rights. There are no outstanding
warrants, options, rights,
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"phantom" stock rights, agreements, convertible or exchangeable
securities or other commitments (other than this Agreement) (i) pursuant
to which the Sellers or KHR are or may become obligated to issue, sell,
purchase, return or redeem any share of capital stock or other securities
of KHR or (ii) that give any person the right to receive any benefits or
rights similar to any rights enjoyed by or accruing to the holders of
shares of capital stock of KHR. There are no equity securities of KHR
reserved for issuance for any purpose. There are no outstanding bonds,
debentures, notes or other indebtedness having the right to vote on any
matters on which stockholders of KHR may vote. Sellers are the record
and beneficial owners of the KHR Stock.
(c) The sole asset of KHR is a 50% general partnership interest (the
"Merimil GP Interest") in The Merimil Limited Partnership ("Merimil LP"),
the sole assets of which are (i) the Lockwood hydroelectric generating
station and (ii) the Merimil Power Contract. The Merimil GP Interest, and
an aggregate 50% limited partnership interest held by a number of
individual holders (the "Merimil LP Interest"), represent all the
outstanding general and limited partnership interests in Merimil LP.
There are no outstanding options, rights, agreements, convertible or
exchangeable securities or other commitments (other than this Agreement)
(i) pursuant to which Merimil LP or any Seller is or may become obligated
to issue, sell, purchase, return or redeem any general or limited
partnership interests in Merimil LP or (ii) that give any person the
right to receive any benefits or rights similar to holders of general
partnership interests or limited partnership interests in Merimil LP.
(d) Sellers own a 14% general partnership interest (the "Gulf
Interest") in Gulf Island Pond Oxygenation Project, a Maine general
partnership ("Gulf Partnership"), the sole asset of which is an
oxygenation facility on the Androscoggin River in Greene, Maine. To
Sellers' Knowledge, the Gulf Interest, and 86% aggregate partnership
interests held by three holders (the "Other Gulf Interests"), represent
all the outstanding partnership interests in Gulf Partnership. To
Sellers' Knowledge, there are no outstanding options, rights, agreements,
convertible or exchangeable securities or other commitments (other than
this Agreement) (i) pursuant to which Gulf Partnership or any Seller is
or may become obligated to issue, sell, purchase, return or redeem any
partnership interests in Gulf Partnership or (ii) that give any person
the right to receive any benefits or rights similar to holders of
partnership interests in Gulf Partnership. Sellers are the record and
beneficial owners of the Gulf Interest.
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(e) Sellers own a 59.1547% joint ownership interest in common (the
"Wyman 4 Interest") in Wyman Unit No. 4. The Wyman 4 Interest, and
40.8453% ownership interest in common held by thirteen (13) other Persons
(the "Other Wyman 4 Interest"), represent all the outstanding joint
ownership interests in Wyman Unit No. 4. There are no outstanding
options, rights, agreements, convertible or exchangeable securities or
other commitments (other than this Agreement) (i) pursuant to which any
Seller or the holder or any Other Wyman 4 Interest is or may become
obligated to issue, sell, purchase, return or redeem any joint ownership
interests in Wyman Unit No. 4 or (ii) that give any person the right to
receive any benefits or rights similar to holders of joint ownership
interests in Wyman Unit No. 4. Sellers are the record and beneficial
owners of the Wyman 4 Interest.
(f) Sellers have made available to the Buyer:
(i) with respect to AVEC, balance sheets for the period ending
December 31, 1996 and March 31, 1997, June 30, 1997 and September
30, 1997; the December 31, 1996 balance sheet has been audited for
purposes of FERC Form 1 and such balance sheet(including the notes
thereto) presents fairly in all material respects, as of December
31, 1996, the financial position of AVEC in conformity with the FERC
Uniform System of Accounting;
(ii) with respect to KHR, unaudited balance sheets for the period
ending December 31, 1996 and as of March 31, 1997, June 30, 1997 and
September 30, 1997;
(iii) with respect to Merimil, a balance sheet for the period
ending December 31, 1996, which balance sheet is audited for tax
purposes only; and
(iv) with respect to Gulf Partnership, balance sheets for the
period ending December 31, 1996 and as of March 31, 1997, June 30,
1997 and September 30, 1997; the December 31, 1996 balance sheet is
audited for tax purposes only. AVEC, KHR, Wyman Unit No. 4 and
Merimil are referred to collectively as the "Indirect Entities".
Except to the extent disclosed in the balance sheets described in (i)-
(iv) above, each Indirect Entity or, to the Sellers' Knowledge, Gulf, has
no liability, debt, commitment or obligation of any kind which, in
accordance with generally accepted accounting principles, should be
provided for or disclosed in a footnote to such balance sheet.
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Except (i) as set forth in Schedule 5.5, in the SEC Reports filed
prior to the Bid Date or in the information memorandum and reference
manuals previously delivered by the Sellers to the Buyer, and (ii) as
otherwise contemplated by this Agreement, since the date of the December
31, 1996 balance sheet for each of the Indirect Entities (other than
Wyman Unit No. 4) and for Gulf Partnership, there has not been (a) any
material adverse change in (including the incurrence of any liability,
debt, commitment or obligation the absence of which is represented and
warranted in the preceding sentence) or effect on the business or
operations of such entity; (b) any damage, destruction or casualty loss
which is material to the business or operations of such entity; (c) any
entry into any agreement, commitment or transaction (including, without
limitation, any borrowing, capital expenditure or capital financing)
which is material to the business or operations of such entity, except
agreements, commitments or transactions in the ordinary course of
business or as contemplated herein, in the case of Gulf Partnership, to
Sellers' Knowledge.
(g) Except for Permitted Encumbrances and matters arising under the
Permits and Environmental Permits set forth in Schedule 1.1(a)(65), (i)
each Indirect Entity and, to Sellers' Knowledge, Gulf Partnership, has
good and marketable record title to the real estate owned by it, and to
the other assets which it purports to own(other than those which have
been disposed of since the date thereof in the ordinary course of
business), free and clear of all Encumbrances, and (ii) neither the whole
nor any part of the real estate owned, leased, used or occupied by such
Indirect Entity and, to Sellers' Knowledge, Gulf Partnership, is subject
to any pending suit for condemnation or other taking by any public
authority and no such condemnation or other taking has been threatened.
(h) Schedule 5.11 lists all real property leases to which any Indirect
Entity and, to Sellers' Knowledge, Gulf Partnership, is a lessee or
lessor and which provide for annual payments of more than $500,000 or are
otherwise material to the business or operations of the applicable
Indirect Entity, or to Sellers' Knowledge, Gulf Partnership. Except as
set forth in Schedule 5.11, all such leases are valid, binding and
enforceable in accordance with their terms, and are in full force and
effect, there are no existing defaults by any Indirect Entity or, to
Sellers' Knowledge, Gulf Partnership or any other party thereto
thereunder, and no event has occurred which (whether with or without
notice, lapse of time or both) would constitute a default by any Indirect
Entity or, to Sellers' Knowledge, Gulf Partnership, thereunder.
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(i) Except as set forth in Schedule 5.8, in the SEC Reports filed
prior to the Bid Date, in the Black & Veatch Reports or in the
information memorandum and reference manuals previously delivered by the
Sellers to the Buyer, (i) each Indirect Entity and, to Sellers'
Knowledge, Gulf Partnership, holds, and is in substantial compliance with
all Environmental Permits required for such Indirect Entity or Gulf
Partnership, as the case may be, to conduct, as now conducted, the
business and operations of such Indirect Entity or Gulf Partnership, as
the case may be, under applicable Environmental Laws, and each Indirect
Entity and, to Sellers' Knowledge, Gulf Partnership, is otherwise in
compliance with applicable Environmental Laws with respect to the
business and operations of such Indirect Entity or Gulf Partnership, as
the case may be, and such Indirect Entity has not received any written
notice of any violation of any Environmental Law, (ii) no Indirect Entity
or, to Sellers' Knowledge, Gulf Partnership, has received any written
request for information, or been notified that such Indirect Entity or
Gulf Partnership, as the case may be, is a potentially responsible party,
under CERCLA or any similar State law with respect to any on-site
location of such Indirect Entity included within the Purchased Assets,
and (iii) no Indirect Entity or, to Sellers' Knowledge, Gulf Partnership,
has entered into or agreed to any consent decree or order, nor is such
Indirect Entity or, to Sellers' Knowledge, Gulf Partnership, subject to
any judgment, decree, or judicial order with respect to any of its assets
or relating to compliance with any Environmental Law or to investigation
or cleanup of Hazardous Substances under any Environmental Law.
(j) No Indirect Entity other than AVEC has any employees. No Indirect
Entity has any "employee pension benefit plan" (as defined in Section
3(2) of ERISA) or "employee welfare benefit plans" (as defined in Section
3(1) of ERISA) or any post retirement benefit plans.
(k) Except (i) as listed in Schedule 5.13 or any document referred to
in any other Schedule to this Agreement (irrespective of whether it is
described as a contract, agreement, lease, commitment, understanding or
instrument), (ii) for contracts, agreements, personal property leases,
commitments, understandings or instruments which will expire prior to the
Closing Date, (iii) for certain agreements entitling the Sellers to
utilize or have access to roads leading to certain of the Real Estate,
(iv) for agreements with suppliers entered into in the ordinary course of
business that can be terminated without material penalty upon not more
than six months' notice, and (v) the fuel supply contracts relating to
the Biomass Assets, no Indirect Entity or, to
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Sellers' Knowledge, Gulf Partnership, is a party to any written contract,
agreement, personal property lease, commitment, understanding or
instrument which is material to the ownership or operation of such
Indirect Entity or Gulf Partnership, as the case may be. Each material
agreement referenced in this Section 5.19(n) to which an Indirect Entity
or Gulf Partnership is a party (i) constitutes a valid and binding
obligation of the respective Indirect Entity or, to Sellers' Knowledge,
Gulf Partnership, and, to Sellers' Knowledge, constitutes a valid and
binding obligation of the other parties thereto and (ii) is in full force
and effect. Except as set forth in Schedule 5.13 and, with respect to
Gulf Partnership, to Sellers' knowledge, there is not, under any of the
agreements listed in such Schedule, any default or event which, with
notice or lapse of time or both, would constitute a default on the part
of an Indirect Entity or Gulf Partnership, as the case may be, except
such events of default and other events as to which requisite waivers or
consent have been obtained.
(l) Except as set forth in Schedule 5.14, in the SEC Reports filed
prior to the Bid Date or in the information memorandum and reference
manuals previously delivered by the Sellers to the Buyer, and except for
matters which are Excluded Liabilities, and, with respect to Gulf
Partnership, to Sellers' Knowledge, there are no claims, actions,
proceedings or investigations pending or, to Sellers' Knowledge,
threatened against or relating to the business or operations of any
Indirect Entity or Gulf Partnership, as the case may be, before any
court, governmental or regulatory authority or body acting in an
adjudicative capacity. Except as set forth in Schedule 5.14, in the SEC
Reports filed prior to the Bid Date or in the information memorandum and
reference manuals previously delivered by the Sellers to the Buyer and
except for matters which are Excluded Liabilities, no Indirect Entity or,
to Seller's Knowledge, Gulf Partnership, is subject to any outstanding
judgment, rule, order, writ, injunction or decree of any court,
governmental or regulatory authority.
(m) Each Indirect Entity and, to Sellers' Knowledge, Gulf Partnership,
has all material permits, licenses, franchises and other governmental
authorizations, consents and approvals (other than with respect to
Environmental Laws) (collectively "IE permits") necessary to own and
operate its business as presently owned and operated. Except as set forth
in Schedule 5.8 and, with respect to Gulf Partnership to the Knowledge of
Sellers', (i) no Indirect Entity or Gulf Partnership, as the case may be,
has received any written notification that such Indirect Entity or Gulf
Partnership, as the case may be, is in violation of any
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of such IE Permit, or any law, statute, order, rule, regulation,
ordinance or judgment of any governmental or regulatory body or authority
applicable to it, and (ii) each Indirect Entity and, to Sellers'
Knowledge, Gulf Partnership, is in compliance with all IE Permits, laws,
statutes, orders, rules, regulations, ordinances, or judgments of any
governmental or regulatory body or authority applicable to it. Schedule
1.1(a)(65) and, with respect to Gulf Partnership to the Knowledge of
Sellers sets forth all Permits and Environmental Permits, other than
Transferable Permits, which, if not held or maintained (individually or
in the aggregate) could reasonably be expected to impede the ownership
and operation of such entity's business substantially as it has been
historically owned and operated.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS
ARTICLE V, THE PURCHASED ASSETS ARE BEING SOLD AND TRANSFERRED "AS IS, WHERE
IS", AND THE SELLERS ARE NOT MAKING ANY OTHER REPRESENTATIONS OR WARRANTIES,
WRITTEN OR ORAL, STATUTORY, EXPRESS OR IMPLIED, CONCERNING SUCH PURCHASED
ASSETS, INCLUDING, IN PARTICULAR, ANY WARRANTY OF MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED AND
DISCLAIMED.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE BUYER
-------------------------------------------
The Buyer represents and warrants to the Sellers, as of the date hereof
and as of the Closing Date, as follows:
6.1. Organization. The Buyer is a corporation duly organized, validly
------------
existing and in good standing under the laws of the State of Delaware and has
all requisite corporate power and authority to own, lease, and operate its
properties and to carry on its business as is now being conducted. The Buyer
has heretofore delivered to the Sellers complete and correct copies of its
Certificate of Incorporation and Bylaws (or other similar governing
documents), and any amendments thereto, as currently in effect.
6.2. Authority Relative to This Agreement. The Buyer has full corporate
-------------------------------------
power and authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby. The execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby have
been duly and validly authorized by the Board of Directors of the Buyer, and
no other corporate proceedings on the part of the Buyer are necessary to
authorize this Agreement or to consummate the transactions contemplated
hereby. This Agreement has been duly and validly executed and delivered by
the Buyer, and assuming that this Agreement constitutes a valid and binding
agreement of the Sellers, subject to the
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receipt of the Buyer Required Regulatory Approvals, the Seller Required
Consents and the Seller Required Regulatory Approvals, this Agreement
constitutes a valid and binding agreement of the Buyer, enforceable against
the Buyer in accordance with its terms, except that such enforceability may be
limited by applicable bankruptcy, insolvency, moratorium or other similar laws
affecting or relating to enforcement of creditors' rights generally or general
principles of equity.
6.3. Consents and Approvals; No Violation.
------------------------------------
(a) Except as set forth in Schedule 6.3, and other than obtaining the
Buyer Required Regulatory Approvals, the Seller Required Consents and the
Seller Required Regulatory Approvals, neither the execution and delivery
of this Agreement by the Buyer nor the purchase by the Buyer of the
Purchased Assets pursuant to this Agreement will (i) conflict with or
result in any breach of any provision of the Certificate of Incorporation
or Bylaws (or other similar governing documents) of the Buyer, (ii)
require any consent, approval, authorization or permit of, or filing with
or notification to, any governmental or regulatory authority, or (iii)
result in a default (or give rise to any right of termination,
cancellation or acceleration) under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, agreement, lease or
other instrument or obligation to which the Buyer or any of its
subsidiaries is a party or by which any of its assets may be bound,
except for such defaults (or rights of termination, cancellation or
acceleration) as to which requisite waivers or consents have been
obtained.
(b) Except for (i) qualification of the Buyer as an exempt wholesale
generator under the Energy Policy Act of 1992, without restriction,
including no restriction on sales to Affiliates, (ii) authorization to
sell power under Section 205 of the Federal Power Act, including (A)
authorizations required to implement sales under any wholesale sales
agreements to be assigned to the Buyer, and (B) market-based rate
approval, (iii) approval under Section 203 of the Federal Power Act to
transfer contracts and other jurisdictional assets, (iv) approval by the
FERC, under Part I of the Federal Power Act, of the transfer of the FERC
project licenses related to, and necessary to operate, the Hydroelectric
Assets, (v) any MPUC approval necessary for the Sellers to transfer the
Purchased Assets in Maine and/or for the Buyer to purchase the Purchased
Assets in Maine, (vi) the filing by the Buyer and the Sellers required by
the HSR Act, and (vii) acceptance by FERC of the Continuing Site
Agreement and the Transitional Power Sales Agreements (the filings and
approvals referred to in clauses (i) through (vii) are collectively
referred to as the "Buyer Required
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Regulatory Approvals"), no declaration, filing or registration with, or
notice to, or authorization, consent or approval of any governmental or
regulatory body or authority is necessary for the consummation by the
Buyer of the transactions contemplated hereby.
6.4. Regulation as a Utility. The Buyer is not subject to regulation as
-----------------------
a public utility or public service company (or similar designation) by the
United States, any State of the United States, any foreign country or any
municipality or any political subdivision of the foregoing. The Buyer is one
or more unregulated Affiliates of a public utility holding company exempt from
registration under the Holding Company Act.
6.5. Availability of Funds. The Buyer has sufficient funds available to
---------------------
it or has received binding written commitments from financially sound
financial institutions to provide sufficient funds on the Closing Date to pay
the Purchase Price.
ARTICLE VII
COVENANTS OF THE PARTIES
------------------------
7.1. Conduct of Business of the Sellers.
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(a) Except as described in Schedule 7.1, from the Bid Date to the
Closing Date, the Sellers will operate the Purchased Assets (to the
extent the Sellers have the legal right and authority to do so) according
to their ordinary and usual course of business consistent with Good
Utility Practice. Without limiting the generality of the foregoing, and,
except as contemplated in this Agreement or as described in Schedule 7.1,
prior to the Closing Date, without the prior written consent of the
Buyer, the Sellers will not with respect to the Purchased Assets:
(i) create any Encumbrance (except Permitted Encumbrances)
on the Purchased Assets, except in the ordinary course of Sellers'
business or as required under Sellers' debt instruments and as will
be removed on or prior to the Closing Date;
(ii) make any material change in the levels of fuel
inventory and stores inventory customarily maintained by the Sellers
with respect to the Purchased Assets except for such changes which
are consistent with Good Utility Practice;
(iii) sell, lease (as lessor), transfer or otherwise
dispose of, any of the Purchased Assets, other than assets used,
consumed or replaced in the
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ordinary course of business consistent with Good Utility Practice;
(iv) materially amend any of the Sellers' Agreements other
than in the ordinary and usual course of business, provided,
however, that the Sellers shall be entitled to amend the IBEW
Agreement except to the extent otherwise provided in Section 7.10
hereof;
(v) enter into or amend any material real or personal
property Tax agreement, treaty or settlement;
(vi) make or approve any increase in the compensation
payable by Sellers to any of the Non-Union Employees (including,
without limitation, salary, bonuses and benefits) except for
increases consistent with past practices as heretofore disclosed to
the Buyer; provided, however, that the foregoing shall not restrict
the granting by the Sellers of voluntary early retirement and
severance packages in accordance with The Employee Transition Plan
of Sellers;
(vii) enter into any contract, agreement, commitment or
arrangement with an Affiliate of the Sellers that would be an
Assumed Liability that extends beyond the Closing Date;
(viii) hire any new employee with total annual compensation
(including, without limitation, salary or bonuses, and benefits
contained in the employee benefit plans, programs and fringe benefit
arrangements) in excess of current customary practice;
(ix) change any accounting methods, principles or practices
in a manner that affects the liabilities described in Section
2.4(v), except as required in accordance with generally accepted
accounting principles; or
(x) enter into any written or oral contract, agreement,
commitment or arrangement with respect to any of the transactions
set forth in the foregoing paragraphs (i) through (ix) or any
agreement for the sale of power from any Purchased Asset that would
be an Assumed Liability.
(b) Without limiting the generality of the first sentence of Section
7.1, prior to the Closing Date, except with the prior written consent of
the Buyer, the
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Sellers will exercise their reasonable best efforts, with respect to the
Purchased Assets, to:
(i) consult with the Buyer as to the making of any material
decisions or the taking of any material actions in matters other
than in the ordinary course of business;
(ii) consult with the Buyer as to the making of any material
decisions or the taking of any material actions involving major
environmental decisions;
(iii) maintain the Purchased Assets in customary repair,
working order and condition (reasonable wear and tear excepted) and,
except as contemplated by Section 7.11, repair or replace any
Purchased Assets damaged or destroyed by fire or other casualty;
(iv) keep in force at not less than their present limits all
policies of insurance to the extent reasonably practicable in light
of the prevailing market conditions in the insurance industry;
(v) maintain their customary business relationships with any
lessor, licensor, customer or supplier of any Seller; and
(vi) promptly give notice to the Buyer upon becoming aware
of the occurrence or impending or threatened occurrence of any event
which would cause or constitute a breach of any of the
representations, warranties or covenants of the Sellers contained in
this Agreement (without regard to whether or not such breach
constitutes or might constitute a Material Adverse Effect).
(c) Notwithstanding anything in Section 7.1(a) or (b) to the contrary,
the Sellers may, in their sole discretion, make (i) Maintenance
Expenditures and Capital Expenditures, (ii) at the Sellers' expense, such
other maintenance and capital expenditures as the Sellers deem necessary,
and (iii) take any action that does not adversely affect (from the
Buyer's perspective) the Purchased Assets or the Assumed Liabilities.
7.2. Access to Information.
---------------------
(a) Between the date of this Agreement and the Closing Date, the
Sellers will, during ordinary business hours and upon reasonable notice
(i) give the Buyer and the Buyer Representatives reasonable access to all
books,
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records, plants, offices and other facilities and properties constituting
the Purchased Assets unless such access would violate applicable law;
(ii) permit the Buyer and its representatives who are acceptable to the
Sellers to make such reasonable inspections thereof as the Buyer may
reasonably request; (iii) furnish the Buyer with such financial and
operating data and other information with respect to the Purchased Assets
as the Buyer may from time to time reasonably request; (iv) furnish the
Buyer a copy of each material report, Schedule or other document filed or
received by them with respect to the Purchased Assets with the SEC, MPUC,
MDEP, FERC or other relevant regulatory agency; provided, however, that
(A) any such investigation shall be conducted in such a manner as not to
interfere unreasonably with the operation of the Purchased Assets, (B)
the Sellers shall not be required to take any action which would
constitute a waiver of the attorney-client privilege and (C) the Sellers
need not supply the Buyer with any information which the Sellers, in
their reasonable judgment, are under a legal obligation not to supply.
Notwithstanding anything in this Section 7.2 to the contrary, (i) the
Sellers will only furnish or provide such access to personnel and medical
records as is required by law, and (ii) the Buyer shall not have the
right to perform or conduct any environmental sampling or testing at, in,
on, or underneath the Purchased Assets.
(b) All information furnished to or obtained by the Buyer and the
Buyer Representatives pursuant to this Section 7.2 shall be "Information"
for purposes of Section 7.17 hereof.
(c) Subject to the last two sentences of this paragraph (c), for a
period of ten years after the Closing Date, the Sellers and their
representatives shall have reasonable access to all of the books and
records of the Purchased Assets transferred to the Buyer hereunder to the
extent that such access may reasonably be required by the Sellers in
connection with matters relating to or affected by the operation of the
Purchased Assets prior to the Closing Date. Such access shall be
afforded by the Buyer upon receipt of reasonable advance notice and
during normal business hours. The Sellers shall be solely responsible
for any costs or expenses incurred by it pursuant to this Section 7.2(c).
If the Buyer shall desire to dispose of any such books and records prior
to the expiration of such ten-year period, the Buyer shall, prior to such
disposition, give the Sellers a reasonable opportunity, at the Sellers'
expense, to segregate and remove such books and records as the Sellers
may select.
(d) Subject to the last two sentences of this paragraph (d), for a
period of ten years after the
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Closing Date, the Buyer and Buyer Representatives shall have reasonable
access to all of the books and records of the Purchased Assets retained
by the Sellers to the extent that such access may reasonably be required
by the Buyer in connection with matters relating to or affected by the
operation of the Purchased Assets subsequent to the Closing Date;
provided, however, that Sellers shall not be required to provide access
to personnel or medical records except as required by law or required by
the Buyer or its Affiliate in connection with the contest or defense of a
personal injury, discrimination, wrongful discharge, unfair labor
practice, ERISA or benefits claims or similar claim or cause of action.
Such access shall be afforded by the Sellers upon receipt of reasonable
advance notice and during normal business hours. In addition, the
Sellers will cooperate in the defense of any action brought against the
Buyer by a former employee of the Sellers. The Buyer shall be solely
responsible for any costs or expenses incurred by it pursuant to this
Section 7.2(d). If any Seller shall desire to dispose of any such books
and records prior to the expiration of such ten-year period, such Seller
shall, prior to such disposition, give the Buyer a reasonable opportunity
at the Buyer's expense, to segregate and remove such books and records as
the Buyer may select; provided, however, that the Sellers will use best
efforts to preserve all employment and medical records of those employees
who are hired by the Buyer as of the Closing Date, for a period of not
less than ten (10) years from the Closing Date.
7.3. Expenses. Except to the extent specifically provided herein,
--------
whether or not the transactions contemplated hereby are consummated, all costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby shall be borne by the party incurring such costs and
expenses, including, without limitation, any expenses associated with
litigation arising out of this Agreement or any of the transactions
contemplated hereunder.
7.4. Further Assurances.
------------------
(a) Each of the parties hereto will use its best efforts to take, or
cause to be taken, all action, and to do, or cause to be done, all things
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the sale of the Purchased Assets pursuant
to this Agreement. Notwithstanding anything in the previous sentence to
the contrary, the Sellers and the Buyer shall use their best efforts to
obtain all Permits and Environmental Permits necessary for the Buyer to
purchase and operate the Purchased Assets substantially as such assets
have historically been operated by the Sellers. From time to time after
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the date hereof, without further consideration, the Sellers will
cooperate with the Buyer in its efforts to maximize any tax benefits
associated with the Purchased Assets with respect to periods following
the Closing Date and to minimize the tax costs associated with the
transactions contemplated hereby, and will, at their own expense, execute
and deliver such documents to the Buyer as the Buyer may reasonably
request in order to more effectively vest in the Buyer the Sellers' title
to the Purchased Assets. From time to time after the date hereof, the
Buyer will cooperate with the Sellers in their efforts to maximize any
tax benefits associated with the Purchased Assets with respect to periods
prior to the Closing Date and to minimize the tax costs associated with
the transactions contemplated hereby, and will, at its own expense,
execute and deliver such documents to the Sellers as the Sellers may
reasonably request in order to more effectively consummate the sale of
the Purchased Assets pursuant to this Agreement.
(b) In the event that any Purchased Asset shall not have been conveyed
to the Buyer at the Closing, the Sellers shall, subject to Section
7.4(c), use their best efforts to convey such asset to the Buyer as
promptly as is practicable after the Closing. In the event that any
Easement shall not have been retained by a Seller after the Closing, the
Buyer shall use its best efforts to grant such Easement to such Seller as
promptly as is practicable after the Closing. Nothing contained herein
shall require the Sellers or the Buyer to institute any litigation or to
pay or agree to pay any sum of money to convey such asset or grant such
easement.
(c) To the extent that the Sellers' rights under any Sellers'
Agreement may not be assigned without the consent of another Person which
consent has not been obtained, this Agreement shall not constitute an
agreement to assign the same if an attempted assignment would constitute
a breach thereof or be unlawful, and the Sellers, at their expense, shall
use their best efforts to obtain any such required consent(s) as promptly
as possible. The Sellers and the Buyer agree that if any consent to an
assignment of any Sellers' Agreement shall not be obtained or if any
attempted assignment would be ineffective or would impair the Buyer's
rights and obligations under the Sellers' Agreement in question so that
the Buyer would not in effect acquire the benefit of all such rights and
obligations, the Sellers, to the maximum extent permitted by law and such
Sellers' Agreement, shall after the Closing, unless the Sellers elect to
comply with Section 7.4(e) hereof, appoint the Buyer to be the Sellers'
agent with respect to such Sellers' Agreement, and the Sellers shall, to
the maximum extent permitted by law and such Sellers' Agreement,
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enter into such reasonable arrangements with the Buyer as are necessary
to provide the Buyer with the benefits and obligations of such Sellers'
Agreement. The Sellers and the Buyer shall cooperate and shall each use
their best efforts after the Closing to obtain all required consents to
the assignment of such Sellers' Agreement to the Buyer. Nothing contained
herein shall require the Sellers or the Buyer to institute any litigation
or to pay or agree to pay any sum of money to obtain such consent, convey
such asset or grant such easement.
(d) Sellers and Buyer covenant and agree to negotiate and enter into
in good faith such further agreements as may be necessary for operating
the Purchased Assets after the Closing Date.
(e) To the extent that any personal property lease, relating to any
assets which are principally used by the Sellers for generation purposes
at the Purchased Assets, cannot be assigned to the Buyer or is not
subject to arrangements described in Section 7.4(c), the Sellers will use
their best efforts to acquire the assets relating to such lease and to
include them in the Purchased Assets before the Closing Date. Nothing
contained herein shall require the Sellers to institute any litigation or
to pay or agree to pay any sum of money to convey such asset.
(f) To the extent that, as reflected or referenced in Section 5.11,
certain of the real property described in Schedule 5.11 is not included
in the Purchased Assets, the parties will take all action necessary to
cause such real property to be retained by or reconveyed to the Sellers,
together with such easements or other rights of access in favor of the
Sellers across or with respect to the Real Estate as may be reasonably
necessary in order for the Sellers and their successors and assigns to
own and utilize such real property in the manner previously contemplated
by the Sellers.
(g) The parties agree and acknowledge that certain of the Permits
issued by the FERC include assets included in the Purchased Assets as
well as other assets of the Sellers which are not to be conveyed to the
Buyer pursuant to this Agreement. In connection with the parties'
performance of their obligations under Section 7.4(a) hereof, the parties
agree to take all action necessary in order that any such Permit, when
transferred to the Buyer, will be modified appropriately to reflect the
retention by the Sellers of the assets to be retained by them and the
retention by the Sellers of any necessary Permit with respect to such
retained assets.
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(h) On or before the date that is 120 days after the date of this
Agreement, the Buyer shall notify the Sellers of any defects in title
that would make the Sellers unable to give title to the Real Estate as
herein stipulated (any of which is called herein a "Defect of Title");
provided, however, that to the extent Real Estate is affected by a
Separation Document, such period shall be extended until thirty (30) days
after the completion of the relevant Separation Document. The Buyer
shall be deemed to have waived any objection to any Defect of Title that
existed as of the date of this Agreement if the Buyer fails to notify the
Sellers of such Defect of Title on or before the end of such 120-day (or
alternate) period. With respect to the existence of any Defect of Title
that does not exist on the date of this Agreement, but which arises prior
to Closing, the Buyer shall notify the Sellers of any such Defect of
Title on or prior to the Closing. The Sellers shall have, at their
option, a period of not more than 90 days after receipt of notice of such
defect within which to remedy or cure any such Defect of Title to the
reasonable satisfaction of the Buyer. If the Sellers elect to remedy or
cure such Defect of Title, then the Closing shall be extended to the date
that is five (5) business days after the expiration of such 90-day
period; provided, however, that if the Sellers remedy or cure such Defect
of Title to the reasonable satisfaction of the Buyer before the end of
such 90-day period, the Sellers shall have the right to close earlier, by
giving the Buyer written notice setting a Closing Date no sooner than
five (5) business days after such notice. If such Defects of Title are
not corrected or remedied to the reasonable satisfaction of the Buyer
within such 90-day period, the Buyer shall elect, by written notice to
the Sellers on or before the Closing Date, as the same may be extended,
either (i) to accept title to the Real Estate subject to the uncured
Defects of Title, (ii) to exclude the related Purchased Asset from the
terms of this Agreement and, in either case, to adjust the Purchase Price
in accordance with Section 11.12 hereto and to delete from the
Maintenance and Capital Expenditures Amount and the Severance Amount the
portion thereof that is attributable to such asset(s), or (iii) if such
uncured Defect of Title constitutes a Material Adverse Effect, to
terminate this Agreement, whereupon all obligations of the parties
hereunder shall cease and neither party shall have any claim against the
other by reason of this Agreement, except with respect to any provision
hereof that expressly survives the termination of this Agreement.
(i) Prior to the Closing the Sellers, at their sole expense, will
upgrade the Purchased Assets to the extent necessary to comply with
"Sellers' Technical
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Interconnection Requirements for Generation," set forth on Schedule B to
the Continuing Site Agreement.
7.5. Public Statements. Between the date of this Agreement and the
-----------------
Closing Date, the Sellers and the Buyer agree that they will consult with each
other in advance of making any public announcement or press release, or
otherwise disclosing any information relating to the execution of this
Agreement or any transactions contemplated hereby, or otherwise relating to
the Purchased Assets, and will negotiate in good faith with respect to the
form, content and timing thereof and shall not issue any such release without
the prior approval of the other party; provided, however, that each party
reserves the right to make such statements as are required, in the opinion of
its counsel, by applicable law.
7.6. Consents and Approvals.
----------------------
(a) The Sellers and the Buyer shall each file or cause to be filed
with the Federal Trade Commission and the United States Department of
Justice any notifications required to be filed under the HSR Act and the
rules and regulations promulgated thereunder with respect to the
transactions contemplated hereby. The parties shall consult with each
other as to the appropriate time of filing such notifications and shall
use their best efforts to make such filings at the agreed upon time, to
respond promptly to any requests for additional information made by
either of such agencies, and to cause the waiting periods under the HSR
Act to terminate or expire at the earliest possible date after the date
of filing.
(b) The Sellers and the Buyer shall cooperate with each other and (i)
promptly prepare and file all necessary documents, (ii) effect all
necessary applications, notices, petitions and filings and execute all
agreements and documents, (iii) use their respective best efforts to
obtain the transfer or reissuance to the Buyer of all necessary
Transferable Permits, consents, approvals and authorizations of all
governmental bodies and (iv) use their respective best efforts to obtain
all necessary consents, approvals and authorizations of all other
parties, in the case of each of the foregoing clauses (i), (ii), (iii)
and (iv), necessary or advisable to consummate the transactions
contemplated by this Agreement (including, without limitation, the Seller
Required Regulatory Approvals, the Seller Required Consents and the Buyer
Required Regulatory Approvals) or for the Buyer to own, operate or
maintain, on and after the Closing Date, the Purchased Assets
substantially as such assets have been historically owned, operated and
maintained by the Sellers prior to the date of this Agreement, or
required by the terms of any note, bond,
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mortgage, indenture, deed of trust, license, franchise, permit,
concession, contract, lease or other instrument to which any Seller or
the Buyer is a party or by which either of them is bound. The Sellers
shall have the right to review and approve in advance all
characterizations of the information relating to Purchased Assets; and
each of the Sellers and the Buyer shall have the right to review in
advance all characterizations of the information relating to the
transactions contemplated by this Agreement which appear in any filing
made in connection with the transactions contemplated hereby.
(c) The Sellers shall use their best efforts prior to and, if
necessary, after the Closing Date to obtain the Seller Required Consents,
and the Buyer shall use its best efforts prior to and, if necessary,
after the Closing Date to obtain the Buyer Required Regulatory Approvals;
provided, however, that no party shall be required to institute any
litigation, or to pay or agree to pay any additional amount, in order to
obtain any such consent or approval. If any such consent or approval is
not obtained, the Sellers and the Buyer agree to cooperate in any
reasonable arrangements (which may include, in the case of leased
property, a sublease thereof) designed to provide for the Buyer all of
the benefits (and to assure that the Sellers will be effectively relieved
from related liabilities) under such contract, agreement, lease,
commitment or right, including enforcement for the benefit of the Buyer,
at the Sellers' expense, of any and all rights of the Sellers against the
other party or parties thereto. Nothing in this Agreement shall be
construed as an attempt or agreement to assign (1) any contract which is
nonassignable without the consent of the other party or parties thereto
unless such consent shall have been given, or (2) any contract or claim
as to which all the remedies for the enforcement thereof would not pass
to the Buyer as an incident of the assignments provided for by this
Agreement.
7.7. Fees and Commissions. The Sellers and the Buyer each represent and
--------------------
warrant to the other that, except for SBC Warburg Dillon Read Inc., which is
acting for and at the expense of the Sellers, no broker, finder or other
Person is entitled to any brokerage fees, commissions or finder's fees in
connection with the transactions contemplated hereby by reason of any action
taken by the party making such representation. The Sellers and the Buyer will
pay to the other or otherwise discharge, and will indemnify and hold the other
harmless from and against, any and all claims or liabilities for all brokerage
fees, commissions and finder's fees (other than as described above) incurred
by reason of any action taken by such party.
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7.8. Tax Matters.
-----------
(a) All transfer and sales or use taxes incurred in connection with
this Agreement and the transactions contemplated hereby shall be borne by
the Buyer, whether imposed on the Buyer or the Sellers, and the Buyer, at
its own expense, will file, to the extent required by applicable law, all
necessary Tax Returns and other documentation with respect to all such
transfer or sales taxes, and, if required by applicable law, the Sellers
will join in the execution of any such Tax Returns or other documentation
and will take such positions in such returns as are reasonably requested
by the Buyer.
(b) With respect to Taxes to be prorated in accordance with Section
3.4 of this Agreement only, the Buyer shall prepare and timely file all
Tax Returns required to be filed with respect to the Purchased Assets, if
any, and shall duly and timely pay all such Taxes, whether imposed on the
Buyer or the Sellers, shown to be due on such Tax Returns. The Buyer's
preparation of any such Tax Returns shall be subject to the Sellers'
approval, which approval shall not be unreasonably withheld. The Buyer
shall make such Tax Returns available for the Sellers' review and
approval no later than fifteen (15) Business Days prior to the due date
for filing such Tax Return. Within ten (10) Business Days after receipt
of such Tax Return, the Sellers shall pay to the Buyer the Sellers'
proportionate share of the amount shown as due on such Tax Return
determined in accordance with Section 3.4 of this Agreement. Without
duplication, the Sellers shall indemnify and hold the Buyer harmless from
and against any and all Taxes which may be suffered or incurred relating
to the ownership, sale, operation or use of the Purchased Assets prior to
the Closing Date (including any liability for Taxes of the Sellers that
becomes a liability of the Buyer under any bulk transfer law of any
jurisdiction), but excluding Taxes for which Buyer is liable pursuant to
Section 7.8(a) hereof, as well as any Income Taxes imposed on the Sellers
resulting from the sale of the Purchased Assets to the Buyer.
(c) Each of the Buyer and the Sellers shall provide the other with
such assistance as may reasonably be requested by the other party in
connection with the preparation of any Tax Return, any audit or other
examination by any taxing authority, or any judicial or administrative
proceedings relating to liability for Taxes, and each will retain and
provide the requesting party with any records or information which may be
relevant to such return, audit or examination, proceedings or
determination. Any information obtained pursuant to this Section 7.8(c)
or pursuant to any other
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Section hereof providing for the sharing of information or review of any
Tax Return or other Schedule relating to Taxes shall be kept confidential
by the parties hereto except to the extent a party is legally compelled
to disclose such information. Each party will take any and all
commercially reasonable steps, act in good faith, and cooperate fully, to
permit the other party to comply with its/their obligations and secure
its/their rights to indemnification hereunder.
(d) KHR and AVEC Tax Matters.
(1) Section 338(h)(10) Election.
(i) With respect to the sale of the KHR Stock and the
Biomass Assets, the Sellers and the Buyer shall jointly make
the election provided for by Section 338(h)(10) of the Code
and Section 1.338(h)(10)-1 of the Treasury Regulations
promulgated under the Code and any comparable election under
state or local tax law (the "Election"). As soon as
practicable after the Closing Date, with respect to such
Election, the Sellers and the Buyer shall mutually prepare a
Form 8023-A, with all attachments, and the Sellers and the
Buyer shall sign such Form 8023-A. The Buyer and the Sellers
shall also cooperate with each other to take all actions
necessary and appropriate (including filing such additional
forms, returns, elections schedules and other documents as may
be required) to effect and preserve such Election in
accordance with the provisions of Section 1.338(h)(10)-1 of
the Treasury Regulations (or any comparable provisions of
state and local tax law) or any successor provisions. At the
Buyer's request, the Seller shall cooperate with and assist
the Buyer, to the extent permitted pursuant to such
partnership agreement, in causing an election under Section
754 of the Code to be made with respect to any partnership
where an interest therein is included in the Purchased Assets
and where such interest is held by the Sellers, KHR or AVEC,
such election to be effective for the taxable year of each of
the partnerships that includes the Closing Date.
(ii) With respect to the Election, the Sellers and
Buyer shall in good faith determine the modified Aggregate
Deemed Sales Price as defined in Section 1.338(h)(10)-1 of the
Treasury Regulations (the "Modified ADSP") and allocate the
Modified ADSP
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reasonably among the assets of KHR and of AVEC pursuant to
Treasury Regulation (S) 1.338(h)(10)-1 or, in the event that
Sellers and Buyer cannot reach an agreement as to the Modified
ADSP and allocations, such determination shall be made
pursuant to an appraisal prepared by an appraisal firm
selected by the Buyer and the Sellers. The fees and
disbursements of the appraisal firm shall be allocated equally
between the Buyer and the Sellers. The parties shall take no
action inconsistent with, or fail to take any action necessary
for the validity of, the Election, and shall adopt and utilize
the asset values determined from such reasonable allocation
for the purpose of all Tax Returns filed by them, and shall
not voluntarily take any action inconsistent therewith upon
examination of any Tax Return, in any refund claim, in any
litigation or otherwise with respect to such Tax Returns.
(2) Return Filing, Payments, Refunds and Credits.
--------------------------------------------
Notwithstanding anything to the contrary in Section 3.4 of this
Agreement,
(i) For purposes of this Agreement, (a) the amount of
Taxes of KHR and AVEC attributable to the pre-Closing portion
of any taxable period beginning before and ending after the
Closing Date (the "Straddle Period") shall be determined based
upon the cumulative monthly income statements of KHR and AVEC
for all months ending prior to the Closing Date and, for the
month in which the Closing Date occurs, the cumulative monthly
income statement or the number of days prior to and including
the Closing Date related to the number of days after the
Closing Date; provided, however, that all gain relating to the
Election shall be attributed to the period preceding the
Closing Date and (b) for purposes of the Election, taxable
income in the pre-Closing and post-Closing portions of the
Straddle Period attributable to KHR's interests in the Merimil
Limited Partnership, a Delaware limited partnership, shall be
determined pursuant to the closing-of-the-books methodology.
(ii) The Sellers shall cause KHR and AVEC to join, for
all pre-Closing periods and the Straddle Period for which KHR
and AVEC are required or eligible to do so, in all
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consolidated, combined or unitary Federal, state, or local
Income Tax or franchise Tax Returns of the Sellers (or any Tax
Affiliate for all pre-Closing periods ("Sellers' Tax
Returns")), and shall, in each jurisdiction where this is
required or permissible under applicable law, cause the
taxable years of KHR and AVEC to terminate as of the Closing
Date. The Sellers shall cause to be prepared and timely filed
all such Sellers' Tax Returns (including, in all events and
without limitation, all Income Taxes attributable to the
making of the election) and shall cause to be paid all Taxes
shown to be due on such Sellers' Tax Returns; provided,
however, that in the case of a Sellers' Tax Return for the
Straddle Period, the Buyer shall or shall cause KHR and AVEC
to pay to the Sellers the portion of such Taxes shown to be
due thereon attributable to KHR and AVEC for the post-Closing
Date portion of the Straddle Period determined in accordance
with Section 7.8(d)(2)(i).
(iii) The Buyer shall, or shall cause KHR and AVEC to,
prepare and timely file all Income Tax Returns of KHR and
AVEC, respectively, for all pre-Closing periods and the
Straddle Period, other than those referred to in Section
7.8(d)(2)(ii), which Income Tax Returns were not due on or
prior to the Closing Date, and shall cause to be timely paid
all Taxes shown to be due on such Tax Returns. No later than
ten days prior to the due date for the filing of each Income
Tax Return referred to in this Section 7.(d)(2)(iii), the
Sellers shall pay to the Buyer or to KHR and AVEC,
respectively, the amount of Taxes shown as due thereon less
any estimated Taxes paid by KHR and AVEC, respectively, during
any pre-Closing periods or Pre-Closing portion of any Straddle
Period; provided, however, that in the case of an Income Tax
Return for a Straddle Period, the Sellers shall only be
required to pay the Buyer or to KHR and AVEC the portion of
such Taxes that is attributable to the pre-Closing Date
portion of such Straddle Period, determined in accordance with
Section 7.8(d)(2)(i) less any estimated Taxes paid by KHR or
AVEC during any pre-Closing periods or Pre-Closing portion of
any Straddle Period. The Sellers shall fully cooperate with
the Buyer, KHR and AVEC in accordance
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with past practice in the preparation of the Income Tax
Returns referred to in this Section 7.8(d)(2)(iii).
(iv) The Buyer shall, or shall cause KHR and AVEC to,
prepare and timely file all Tax Returns of KHR and AVEC,
respectively, for all pre-Closing periods and the Straddle
Period, other than those Tax Returns referred to in Section
7.8(d)(2)(ii) and (iii), which Tax Returns were not due on or
prior to the Closing Date, and shall cause to be timely paid
all Taxes shown to be due thereon. No later than ten days
prior to the due date for the filing of each Tax Return
referred to in this Section 7.8(d)(2)(iv), the Sellers shall
pay to Buyer or to KHR and AVEC, respectively, the amount
shown as due thereon attributable to the pre-Closing Date
portion of the Straddle Period less any estimated Taxes paid
by KHR and AVEC, respectively, during the pre-Closing period.
The Sellers shall fully cooperate with the Buyer, KHR and AVEC
in accordance with past practice in the preparation of the Tax
Returns referred to in this Section 7.8(d)(2)(iv).
(v) The Tax Returns referred to in Section
7.8(d)(2)(ii), (iii) and (iv) shall be prepared in a manner
consistent with past practice, unless a contrary treatment is
required by an intervening change in the applicable law. The
Buyer shall cause a copy of the relevant portions of any Tax
Return that is required to be filed by the Buyer, KHR or AVEC
under Section 7.8(d)(2)(iii) or (iv), together with all
relevant workpapers and other information, to be made
available to the Sellers for review and comment no later than
fifteen (15) Business Days prior to the due date for the
filing of such Tax Return (taking into account proper
extensions). An exact copy of the relevant portions of any
such Tax Return filed by the Buyer shall be provided to the
Sellers no later than ten (10) days after such Tax Return is
filed. Corresponding obligations shall apply to Sellers in
respect of any tax return that is required to be filed by the
Sellers under Section 7.8(d)(2)(ii) in connection with all
pre-Closing periods and the Straddle Period.
(vi) Any refunds or credits of the Taxes of KHR or AVEC
plus any interest
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received with respect thereto from the applicable taxing
authorities for any pre-Closing period (including without
limitation, refunds or credits arising from amended returns
filed after the Closing Date) shall be for the account of the
Sellers and, if received by the Buyer, KHR or AVEC shall be
paid to the Sellers within ten days after the Buyer, KHR or
AVEC receives such refund or after the relevant Tax Return is
filed within which the credit is applied against the Buyer's,
KHR's or AVEC's liability for Taxes for a period which begins
after the Closing Date, net of any Taxes the Buyer, KHR or
AVEC is required to pay on account of receiving such refund or
credit (including a reasonable estimate of resulting future
Tax costs.) The Sellers shall not take any position nor apply
for any refund that will have a material and adverse effect on
any post-Closing period Tax Return without the consent of the
Buyer. Any refunds or credits of Taxes of KHR or AVEC for any
Straddle Period shall be apportioned between the Sellers and
the Buyer in the same manner as the liability for such Taxes
is apportioned pursuant to Section 7.8(d)(2)(i).
(3) Tax Indemnification.
-------------------
(i) Without duplication, the Sellers shall indemnify
and hold the Buyer, KHR and AVEC harmless from and against any
and all Taxes (including interest and penalties) which may be
suffered or incurred by them in respect of or relating to,
directly or indirectly (v) Taxes resulting from the Election,
(w) Taxes of or attributable to KHR or AVEC for all pre-
Closing periods, (x) Taxes of or attributable to KHR or AVEC
with respect to the pre-Closing portion of the Straddle
Period, (y) Taxes payable by KHR or AVEC with respect to any
pre-Closing period or Straddle Period by reason of KHR or AVEC
being severally liable for the Tax of any Tax Affiliate
pursuant to Treasury Regulation (S) 1.1502-6 or any analogous
state or local Tax law and (z) any liability for Taxes
attributable to the breach by Sellers of any covenant or
representation relating to Taxes in this Agreement.
(ii) Without duplication, the Buyer shall indemnify,
defend, and hold the Sellers
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harmless from and against any and all Taxes (including
interest and penalties) which may be suffered or incurred by
it in respect of or relating to, directly or indirectly (i)
Taxes of or attributable to KHR or AVEC with respect to all
post-Closing periods, (ii) Taxes of or attributable to the
post-Closing portion of any Straddle Period and (iii) any
liability for Taxes attributable to breach by the Buyer of any
covenant relating to Taxes of this Agreement.
(4) Tax Contest.
-----------
(i) Each of the Sellers and the Buyer shall notify the
other party in writing within 30 days of receipt of written
notice of any pending or threatened tax examination, audit or
other administrative or judicial proceeding (a "Tax Contest")
that could reasonably be expected to result in an
indemnification obligation under this Section 7.8(d) of such
other party pursuant to this Section 7.8(d). If the recipient
of such notice of a Tax Contest fails to provide such notice
to the other party, it shall not be entitled to
indemnification for any Taxes arising in connection with such
Tax Contest, but only to the extent, if any, that such failure
or delay shall have precluded the indemnifying party's ability
to defend against, settle, or satisfy any action, suit or
proceeding against it, or any damage, loss, claim, or demand
for which the indemnified party is entitled to indemnification
hereunder.
(ii) If a Tax Contest relates to any period ending on
or prior to the Closing Date or to any Taxes for which the
Sellers are liable in full hereunder, the Sellers shall at
their expense control the defense and settlement of such Tax
Contest. If such Tax Contest relates to any period beginning
after the Closing Date or to any Taxes for which the Buyer is
liable in full hereunder, Buyer shall at its own expense
control the defense and settlement of such Tax Contest. The
party not in control of the defense shall have the right to
observe the conduct of any Tax Contest at its own expense,
including through its own counsel and other professional
experts. The Buyer and the Sellers shall jointly represent
KHR or AVEC in any Tax Contest relating to a Straddle Period,
and fees and expenses related
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to such representation shall be paid equally by the Buyer and
the Sellers; provided, however, that if the Tax Contest
relates solely to the pre-Closing portion of the Straddle
Period, Sellers shall be solely responsible for such fees and
expenses, and if the Tax Contest relates solely to the post-
Closing portion of the Straddle Period, Buyer shall be solely
responsible for such fees and expenses.
(iii) Notwithstanding anything to the contrary in
Section 7.8(d)(4)(ii), to the extent that an issue raised in
any Tax Contest controlled by one party or jointly controlled
could materially affect the liability for Taxes of the other
party, the controlling party shall not, and neither party in
the case of joint control shall, enter into a final settlement
without the consent of the other party, which consent shall
not be unreasonably withheld. Where a party withholds its
consent to any final settlement, that party may continue or
initiate further proceedings, at its own expense, and the
liability of the party that wished to settle (as between the
consenting and the non-consenting party) shall not exceed the
liability that would have resulted from the proposed final
settlement (including interest, additions to tax, and
penalties that have accrued at that time), and the non-
consenting party shall indemnify the consenting party for such
Taxes.
(5) Disputes. In the event that a dispute arises between the
--------
Sellers and the Buyer as to the amount of Taxes or indemnification
or any other matter relating to Taxes attributable to KHR or AVEC,
the parties shall attempt in good faith to resolve such dispute, and
any agreed upon amount shall be paid to the appropriate party. If
such dispute is not resolved 30 days thereafter, the parties shall
submit the dispute to the Independent Accounting Firm for
resolution, which resolution shall be final, conclusive and binding
on the parties. Notwithstanding anything in this Agreement to the
contrary, the fees and expenses of the Independent Accounting Firm
in resolving the dispute shall be borne equally by the Sellers and
the Buyer. Any payment required to be made as a result of the
resolution of the dispute by the Independent Accounting Firm shall
be made within ten Business Days after such resolution, together
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with any interest determined by the Independent Accounting Firm to
be appropriate.
(6) Tax Sharing Agreements. Any Tax sharing agreement to which
----------------------
KHR or AVEC is a party shall be deemed terminated with respect to
KHR or AVEC, respectively, on, and effective as of, the Closing
Date, and no Person shall have any rights or obligations under such
Tax sharing agreement with respect to KHR or AVEC after such
termination.
(7) Survival. The obligations of the Buyer and Sellers under
--------
this Section 7.8 shall survive the Closing and shall continue until
the expiration of the applicable statute of limitations.
7.9. Supplements to Schedules. Prior to the Closing Date, the Sellers
------------------------
shall supplement or amend the Schedules required by this Agreement with
respect to any matter relating to the Purchased Assets hereafter arising
which, if existing or occurring at the date of this Agreement, would have been
required to be set forth or described in such Schedules. No supplement or
amendment of any Schedule made pursuant to this Section shall be deemed to
cure any breach of any representation or warranty made in this Agreement
unless the parties agree thereto in writing.
7.10. Employees.
---------
(a) During the period beginning sixty (60) days following the date
of this Agreement and ending on the date five (5) months from the date of
this Agreement ("Buyer's Window"), the Buyer may offer employment,
effective as of the Closing Date, to employees of the Sellers and their
Affiliates who are presently employed principally in connection with the
ownership and operation of the Purchased Assets and assigned to the
departments listed in Schedule 7.10 and who are listed individually in a
list previously provided by the Sellers to the Buyer (all such employees
hereinafter referred to as "Employees"). Notwithstanding the foregoing,
any such individual who, following the date hereof, changes job position
of his/her own volition pursuant to the Sellers' existing internal job
posting procedures and, as a result of such change, ceases to occupy such
a position within one of the enumerated departments shall thereupon cease
to be an Employee for purposes of this Section 7.10 and any replacement
for such individual shall be considered an Employee and, with respect to
any such replacement, the Buyer's Window shall be deemed to extend for a
period of 30 days, commencing on the date on which the Buyer is notified
of such replacement. To the extent permitted by law, the Sellers will
provide reasonable access to information (excepting personnel and medical
records) and
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individuals reasonably necessary to the Buyer in connection with Buyer's
consideration of such offers.
All such offers of employment shall be made (i) in accordance with
all applicable laws and regulations, and (ii) for Employees represented
by IBEW, in accordance with the IBEW Agreement (or any replacement or
extension thereof as in effect at such time). Each person who becomes
employed by the Buyer pursuant to this Section 7.10 shall be referred to
herein as a "Transferred Employee."
Without the prior consent of the Buyer, the Sellers will refrain,
and will use their best efforts to cause their Affiliates to refrain,
from offering employment for a period of five months following the date
of this Agreement to any of the Employees. Without the prior written
consent of CMP, the Buyer shall not solicit, directly or indirectly, for
employment any employees of the Sellers or any of their Affiliates at any
time beginning on the date hereof and up to and including the second
anniversary of the Closing Date, other than offers to Employees made
during the Buyer's Window. Sellers or any Affiliate of Sellers shall
not, at any time beginning on the date of this Agreement and ending on
the second anniversary of the Closing Date, solicit, directly or
indirectly, for employment any Employee who accepted a position with the
Buyer within the Buyer's Window or any other employee of Buyer or Buyer's
Affiliates.
(b) The parties agree and acknowledge that the IBEW Agreement
expires on May 1, 1998, and that the Sellers are obligated to bargain in
good faith with the IBEW with respect to a replacement or extension of
such Agreement. Sellers are entitled to enter into such a negotiated
replacement or extension agreement with the IBEW which may extend for a
period of no more than 2 years beyond the Closing Date. No such
replacement or extension agreement shall change any work rules in a
manner materially less favorable to the employer of the IBEW Employees to
be employed at the Purchased Assets than to the employer of other IBEW
Employees. The Sellers agree to keep the Buyer regularly informed of the
progress of negotiation with the IBEW with respect to the amendment or
extension of the IBEW Agreement.
With respect to Transferred Employees who are included in the
collective bargaining units covered by the IBEW Agreement, on the Closing
Date, the Buyer will assume the IBEW Agreement as it relates to IBEW
Employees to be employed at the Purchased Assets and comply with all
applicable obligations thereunder and will accept and fulfill all
obligations under the IBEW Agreement, together with any revisions and/or
extensions thereto.
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CMP has established local working conditions with the IBEW at each
facility which are comprised of local agreements, copies of which the
Buyer hereby acknowledges that it has had the opportunity to review, and
local past practices ("Local Working Conditions"). Pursuant to the IBEW
Agreement, the Buyer shall not be required to assume any Local Working
Conditions but agrees that it shall fulfill all of its obligations under
the IBEW Agreement with respect to the creation of, and bargaining over,
new Local Working Conditions.
(c) For the period commencing on the Closing Date and ending 12
months thereafter, the Buyer shall provide all Transferred Employees who
(i) are not IBEW Employees ("Transferred Non-Union Employees"), and (ii)
did not receive from the Sellers benefits under The Employee Transition
Plan of Sellers, as approved by the MPUC, with total compensation
(including, without limitation, salary, bonuses, and benefits contained
in the employee benefit plans, programs and fringe benefit arrangements)
which the Buyer in good faith believes is, in the aggregate,
substantially equivalent in value to the total compensation provided to
such employees by the Sellers or their Affiliates immediately prior to
the Closing Date (except that Buyer shall not be required to provide
compensation to such employees corresponding to any bonuses paid by any
Seller or any of their Affiliates to the extent that such bonus is based
upon the sale of any Purchased Asset).
(d) As of the Closing Date, all Transferred Non-Union Employees
shall cease to participate in the employee welfare benefit plans (as such
term is defined in ERISA) maintained or sponsored by the Sellers or their
Affiliates (the "Prior Welfare Plans") and shall, if applicable, commence
to participate in welfare benefit plans of the Buyer or its Affiliates
(the "Replacement Welfare Plans"). The Buyer shall (i) waive all
limitations as to pre-existing condition exclusions and waiting periods
with respect to Transferred Non-Union Employees under the Replacement
Welfare Plans, other than, but only to the extent of, limitations or
waiting periods that were in effect with respect to such employees under
the Prior Welfare Plans and that have not been satisfied as of the
Closing Date, and (ii) provide each Transferred Non-Union Employee with
credit for any co-payments and deductibles paid prior to the Closing Date
in satisfying any deductible or out-of-pocket requirements under the
Replacement Welfare Plans (on a pro-rata basis in the event of a
difference in plan years). The Buyer and the Sellers shall use their
commercially reasonable efforts to provide for continuity of coverage and
benefits for flexible spending accounts for Transferred Non-Union
Employees.
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(e) Transferred Non-Union Employees who did not receive from the
Sellers or their Affiliates benefits under The Employee Transition Plan
of Sellers, as approved by the MPUC, shall be given full credit for all
prior service with the Sellers and their Affiliates for all purposes
under all employee benefit plans, programs, and fringe benefit plans,
programs, and fringe benefit arrangements of the Buyer ("Buyer Benefit
Plans") in which they become participants. The prior service credit
shall be given for purposes of eligibility, vesting and service related
level of benefits. For purposes of benefit accrual, Transferred Non-
Union Employees who did not receive from the Sellers or their Affiliates
benefits under The Employee Transition Plan of Sellers, as approved by
the MPUC, shall be given credit for all service with the Sellers and
their Affiliates under all Buyer Benefit Plans, but the ultimate benefits
provided under the Buyer Benefit Plans may be offset by those previously
provided by the Sellers or their Affiliates or benefit plans of the
Sellers or their Affiliates, or by the benefits accrued under the benefit
plans of the Sellers or their Affiliates or otherwise committed to be
provided by the Sellers or their Affiliates in the future.
(f) To the extent allowable by law, the Buyer shall take any and all
commercially reasonable action to cause the trustee of a tax-qualified
defined contribution plan of the Buyer or one of its Affiliates, if
requested to do so by a Transferred Non-Union Employee, to accept either
a trustee to trustee transfer or a direct "rollover" of all or a portion
of said employee's distribution from any defined contribution retirement
plan of the Sellers or their Affiliates, including, without limitation,
the Central Maine Power Company Employee Savings and Investment Plan for
Non-Union Employees. Buyer shall make (or cause to be made) any and all
reasonably necessary amendments to its employee benefit plans, programs,
and fringe benefit plans, programs and arrangements necessary to give
effect to its obligations under this Agreement, which amendments shall be
delivered to Sellers prior to the Closing Date.
(g) In addition to the Buyer's obligations with respect to the
Severance Amount, the Buyer shall pay to each Transferred Non-Union
Employee whose employment is involuntarily terminated by the Buyer or any
of its Affiliates within two (2) years of the Closing Date, except where
such employment is terminated for cause, unless such cause is beyond the
control of the Transferred Non-Union Employee as in the case of a layoff
for lack of work, the Enhanced Severance Benefit (as defined in the
Sellers' Employee Transition Plan) that would have been provided to such
individual upon such
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termination by the Sellers or their Affiliates under The Employee
Transition Plan of Sellers, had such individual remained continuously
employed by the Sellers or their Affiliates and had been eligible under,
and covered by, such plan on the date of such termination; provided,
however, that no such benefit shall be required to be paid by the Buyer
to any such employee who received from the Sellers or their Affiliates
the Enhanced Severance Benefit or the Enhanced Pension Benefit under The
Employee Transition Plan of Sellers.
(h) The Sellers agree to timely perform and discharge all
requirements under the WARN Act and under applicable state and local laws
and regulations for the notification of their employees arising from the
sale of the Purchased Assets to the Buyer up to and including the Closing
Date for those employees who will become Transferred Employees effective
as of the Closing Date. After the Closing Date, the Buyer shall be
responsible for performing and discharging all requirements under the
WARN Act and under applicable state and local laws and regulations for
the notification of its employees with respect to the Purchased Assets.
7.11. Risk of Loss.
------------
(a) From the date hereof through the Closing Date, all risk of loss
or damage to the property included in the Purchased Assets shall be borne
by the Sellers.
(b) If, before the Closing Date all or any portion of the Purchased
Assets are taken by eminent domain (or is the subject of a pending or (to
the Knowledge of the Sellers) contemplated taking which has not been
consummated), the Sellers shall notify the Buyer promptly in writing of
such fact. Upon any such taking, the Buyer and the Sellers shall
negotiate in good faith to settle the loss resulting from such taking
(including, without limitation, by making a fair and equitable adjustment
to the Purchase Price) and, upon such settlement, consummate the
transactions contemplated by this Agreement pursuant to the terms of this
Agreement. If no such settlement is reached within sixty (60) days after
the Sellers have notified the Buyer of such taking, then the Purchase
Price shall be adjusted in accordance with Section 11.12.
(c) If, before the Closing Date all or any material portion of the
Purchased Assets are damaged or destroyed by fire or other casualty or is
lost or stolen, the Sellers shall notify the Buyer promptly in writing of
such fact. If the Sellers have not notified the Buyer of their intention
to cure such damage, destruction, loss or theft within thirty (30) days
after its occurrence, the Buyer and the Sellers shall negotiate in good
faith to
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settle the loss resulting therefrom (including, without limitation, by
making a fair and equitable adjustment to the Purchase Price), and, upon
such settlement, consummate the transactions contemplated by this
Agreement pursuant to the terms of this Agreement. If no such settlement
is reached within sixty (60) days after the Sellers have notified the
Buyer of such casualty, then the Purchase Price shall be adjusted in
accordance with Section 11.12 hereof.
(d) In the case of an adjustment to the Purchase Price pursuant to
paragraph (b) or (c) hereof due to the taking of or damage to a Purchased
Asset, the Maintenance and Capital Expenditure Amount and the Severance
Amount shall be reduced by the amounts thereof attributable to such
assets.
7.12. Observation, Inspection and Participation.
-----------------------------------------
(a) Between the date of this Agreement and the Closing Date, the
Buyer shall be entitled to have a reasonable number of representatives,
all of whom shall be employees of the Buyer or its Affiliates unless
otherwise agreed by CMP in each instance ("Site Representatives") at any
of the Purchased Assets, on a full or part time basis (whether on site or
off site), as determined by the Buyer; provided, however, that (A) the
presence and activities of the Site Representatives shall be conducted in
a manner as not to interfere unreasonably with the operation of the
Purchased Assets, or with the activities of the Sellers not related to
the Purchased Assets, (B) the Site Representatives shall not have access
to any information that is unavailable pursuant to Section 7.2.
Reasonable office space and facilities shall be made available by the
Sellers to such Site Representatives. Each Site Representative shall
have the right to review budgets and expenditures, audit records (except
for personnel and medical records unless required by law), inspect
equipment, advise on repairs required for equipment, review permits,
review the progress of outages, review maintenance and operating
practices and otherwise observe all activities at the above mentioned
facilities in each case to the extent related to the Purchased Assets and
subject to the limitations contained in Section 7.12(b).
(b) Between the date of this Agreement and the Closing Date, the
Sellers shall exercise their reasonable best efforts to invite Site
Representatives to attend meetings (whether internal or with third
parties) in which the Sellers participate and which relate specifically
to the physical operation or maintenance of the Purchased Assets;
provided, however, that such obligation shall not extend to (i) meetings
of the boards
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of directors, or any committees thereof, of any of the Sellers or their
Affiliates, (ii) meetings with governmental or regulatory authorities
which are not open to the public, provided that promptly following each
such meeting Sellers shall inform the Buyer of the discussions at such
meeting as they relate to the Purchased Assets,(iii) meetings as to which
any participant not affiliated with any of the Sellers (or any of their
Affiliates), at its own initiative, requests that Site Representatives
not attend, provided that promptly following each such meeting Sellers
shall inform the Buyer of the discussions at such meeting as they relate
to the Purchased Assets, (iv) meetings of employees of the Sellers
relating to the preparation of the Separation Document which are held
during the sixty (60) day period commencing on the date of this
Agreement, or (v) meetings the subject matter of which, in the Sellers'
reasonable judgment, if disclosed to the Buyer, would likely be
detrimental to the Sellers (including, without limitation, information
relating to the Sellers' proposed business activities following the
Closing Date or to contractual or other matters as to which the interests
of the Sellers and the Buyer diverge). Site Representatives shall also
be entitled to consult with the Sellers and make recommendations as to
all activities relating to the management, operation, maintenance,
construction, renewal, addition, replacement, modification and disposal
of the Purchased Assets, including, without limitation, applications for
authorizations, permits and licenses, and fuel procurement and
transportation.
(c) The Buyer shall exercise its reasonable best efforts to invite
designated representatives of the Sellers to attend all meetings between
the date of this Agreement and the Closing Date with third parties in
which the Buyer participates and which relate specifically to any
proceedings before the FERC with respect to this Agreement, the
Continuing Site Agreement or the Transitional Power Sales Agreements or
the transactions contemplated hereby or thereby.
7.13. Cape Station.
------------
(a) (i) Notwithstanding any other provision of this Agreement,
the parties agree to defer the purchase and sale of the Cape
Equipment to March 1, 2000 as provided in, and subject to, this
subsection (a) and in connection therewith agree to reduce the
Preliminary Purchase Price by $1,000,000.
(ii) From the Closing Date until March 1, 2000 (the "Interim
Period"), the Cape Equipment will be operated in accordance with
Good Utility
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Practice and, consistent with past practice, under the direction and
control of Sellers. Except as provided below with respect to the
provision of labor, all costs of operation of the Cape Equipment
during the Interim Period will be borne by Sellers, including fuel,
property taxes, parts and any outside contractor work associated
with maintenance or repairs that Sellers elect to perform on the
Cape Equipment.
(iii) Subject to agreement on a service agreement containing
customary terms and conditions (with respect to which the parties
agree to negotiate in good faith), Buyer agrees to provide labor
from Mason or Wyman Station during the Interim Period, at no
additional cost to Sellers, as requested from time to time by
Sellers for start-up, lubrication and routine operation and
maintenance of the Cape Equipment, to the extent the provision of
such labor does not materially disrupt Buyer's operations at Mason
or Wyman Station. In this connection, the Buyer acknowledges that
during the Interim Period and while owned by Sellers, such units
comprising the Cape Equipment shall be subject to dispatch as
required from time to time by Sellers.
(iv) If either of the two units comprising the Cape Equipment
requires repair or maintenance which Sellers elect not to perform,
Sellers shall promptly so inform Buyer in writing, and Buyer may
elect within twenty (20) Business Days of receipt of said notice to
purchase such unit at a price of $500,000 per unit. In such event,
the purchase and sale of such unit shall be consummated within
twenty (20) Business Days of Buyer's notice of election. If, after
such a notice from Sellers, Buyer does not timely elect to purchase
such unit, Sellers shall retain ownership of such unit and Buyer's
obligation to provide labor under the service agreement shall cease
as to such unit.
(v) On March 1, 2000, Buyer shall purchase each unit at
$500,000 per unit payable in cash, unless such unit was previously
offered and not purchased by Buyer, in which case the Buyer shall
not be obligated to purchase such unit.
(vi) The parties agree that all other provisions of this
Agreement shall be deemed modified to equitably adjust the
obligations and rights of the parties to reflect the provisions of
this Section 7.13(a). In particular, but without limitation of the
foregoing, any time periods in
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this Agreement that are measured from the Closing Date shall, with
respect to the purchase and sale of such unit(s), be measured from
the actual date of the purchase and sale of such unit(s), and until
consummation of such sale any such unit(s) shall be treated as an
Excluded Asset for all purposes in this Agreement.
(b) Prior to removal of the Cape Equipment purchased and to be
removed by Buyer, the Sellers shall advise the Buyer and its agents of
all known environmental contamination or safety hazards in those areas
where the Buyer or its agents may reasonably be expected to have access.
The Sellers shall indemnify the Buyer against any and all liabilities for
hazardous substances at the Cape Station site, whether the presence of
such hazardous substances was previously known or not, including, without
limitation, all liabilities associated with the generation and disposal
of hazardous substances waste resulting from the removal activities (e.g.
asbestos, lead paint, contaminated soil or waste oil contained in the
equipment to be removed).
The Buyer shall implement good engineering practices and standard
containment techniques to prevent the discharge of hazardous substances during
such removal, and shall indemnify and hold the Sellers harmless from and
against any and all liabilities, costs, damages and expenses arising out of
the failure of the Buyer to implement and adhere to such practices and
techniques or from Buyer's negligence in connection with its activities at
Cape Station. The Sellers shall arrange for the transportation, manifesting
and proper disposal, in accordance with applicable local, state and Federal
regulations, of all hazardous substances generated as a result of such
removal.
7.14. Competitive Market. Prior to March 1, 2000, neither Buyer nor
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Sellers shall directly or indirectly take or cause to be taken any action
designed or intended to repeal or amend in any way (S)3202 (1)-(3) of the Act
to Restructure the State's Electric Industry, Ch. 316 P.L. 1997.
7.15. Additional Acquisitions. During the period from the date of this
-----------------------
Agreement to and including the Closing Date, neither the Buyer nor any of its
Affiliates shall acquire or contract to acquire any electric generating
facilities in New England (other than the Purchased Assets and any such assets
that it has contractually committed to acquire prior to the date of this
Agreement) if such acquisition or proposed acquisition might be expected to
result in the failure of any closing condition contained in Section 8.1 or 8.2
hereof to be fulfilled due to market power considerations.
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7.16. (a) Lockwood Hydroelectric Generating Station. Within 120 days
-----------------------------------------
of the date of this Agreement, Sellers shall have the right, at their option,
to remove the KHR Stock as a Hydroelectric Asset and substitute, in its place,
the Lockwood hydroelectric generating station in its entirety, including any
associated Real Estate Permits, Environmental Permits, contracts, etc. Upon
such removal and substitution, the Purchase Price shall be adjusted as
provided in Section 3.1(c) hereof. If the KHR Stock is removed as a
Hydroelectric Asset, it shall be an Excluded Asset for purposes of this
Agreement and all references to it (other than as an Excluded Asset) shall be
deemed to be deleted from this Agreement; provided that the representations
and warranties contained in this Agreement concerning the business and
operations of Merimil LP, shall be deemed to be modified to address direct
ownership of the Lockwood hydroelectric generating station by the Sellers
(including that the former partners of Merimil LP have no claim with respect
to Merimil LP or the Lockwood hydroelectric generating station), and shall
continue to be true and correct, except that the Merimil Power Contract shall
have been terminated.
(b) Right to Purchase Wood Chipper. Within ninety (90) days of this
------------------------------
Agreement, the Buyer shall have the right to elect to purchase, on the Closing
Date, the wood chipper associated with Biomass Assets. Upon such exercise, the
Purchase Price shall be adjusted as provided in Section 3.1(e) hereof and the
wood chipper shall be removed as an Excluded Asset and shall be designated as
a Purchased Asset for purposes of this Agreement.
7.17. Confidential Information.
------------------------
(a) All oral and written information (collectively "Information")
disclosed by any party or its representatives, whether before or after the
date hereof, in connection with the transactions contemplated by, or the
discussions and negotiations preceding this Agreement, to any other party or
its directors, officers and employees and representatives of its advisors (the
persons to whom such disclosure is permissible being collectively called
"Representatives"), shall (i) be kept confidential by such other party and its
Representatives, and shall not be disclosed by such other party and its
Representatives except as otherwise provided in this Agreement, (ii) not be
used by any such other persons except as contemplated by this Agreement, and
(iii) be treated with the same degree of care used in protecting its own
confidential and proprietary information.
(b) Each party hereto will inform its Representatives of the
confidential nature of the other party's Information and shall cause each
Representative to agree in writing to be bound by this Section 7.17. Each
party
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hereto will be responsible for any breach of this Section 7.17 by its
Representatives.
(c) If any party is requested or required (by the terms of a valid
and effective subpoena, order, civil investigative demand or other similar
process or other written request issued by a court of competent jurisdiction
or by a Federal, state or local governmental body or agency) to disclose any
Information of the other party (or any of the terms, conditions or other facts
with respect to the transactions contemplated by this Agreement which are not
disclosed in this Agreement, the Continuing Site Agreement or the Transitional
Power Sales Agreements), the obligated party shall (i) provide the other party
with prompt notice of such request(s) and the documents requested so that the
other party may seek an appropriate protective order and/or waive the
obligated party's compliance with the provisions of this Section 7.17, and
(ii) take such legally available steps, as the other party may reasonably
request, to resist or narrow such request. If, in the absence of a protective
order or the receipt of a waiver hereunder the obligated party is nonetheless,
in the reasonable opinion of its legal counsel, compelled to disclose
Information of the other party pursuant to any regulatory or judicial
proceeding, the obligated party may disclose such Information to such tribunal
without liability hereunder; provided, however, that the obligated party shall
give the other party written notice of Information to be so disclosed as far
in advance of its disclosure as is practicable, shall furnish only that
portion of the Information which is legally required, and shall use its best
efforts to obtain an order or other reliable assurance that confidential
treatment will be accorded to such portions of the Information required to be
disclosed as the affected party designates.
(d) The term "Information" does not include any information which
(i) becomes generally available to and known by the public (other than as a
result of a unilateral disclosure directly or indirectly made by the recipient
party or its Representatives, (ii) becomes available to the recipient party on
a non-confidential basis from a source other than the disclosing party or its
Representatives, provided that such source is not and was not bound by a
confidentiality agreement with or other obligation of secrecy to the
disclosing party, or (iii) has already been independently acquired or
developed by the recipient party without violating any confidentiality
agreement with or other obligation of secrecy to the disclosing party.
(e) From the date hereof through the Closing Date, Buyer shall have
the right to disclose Information of Sellers with respect to the Purchased
Assets to third parties in connection with planning for operations of the
Purchased Assets following the Closing Date, provided that any such
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disclosure is made pursuant to confidentiality obligations equivalent to those
provided in this Section 7.17 and only to third parties who have been
identified to the Sellers prior to such disclosure. The Buyer shall be
responsible for any breach of this Section 7.17(e) by any such third party.
(f) If this Agreement is terminated in accordance with its terms,
the recipient party will return promptly to the disclosing party all copies,
extracts or other reproductions in whole or in part of the disclosing party's
Information in the recipient party's possession or in the possession of its
Representatives, and the recipient party will destroy all copies of any
memoranda, notes, analyses, compilations, studies or other documents prepared
by the recipient party or for the recipient party's use based on, containing
or reflecting any Information. Such destruction shall, if requested, be
certified in writing to the disclosing party by an authorized officer of the
recipient party supervising such destruction.
(g) If the Closing occurs, Buyer's confidentiality duties under this
Section 7.17 with respect to Information pertaining to the Purchased Assets
shall cease.
(h) The parties agree that each shall be entitled to equitable
relief, including injunction and specific performance, in the event of any
breach of the provisions of this Section 7.17, in addition to all other
remedies available to such party at law or in equity.
(i) This Section 7.17 supersedes the letter agreement dated June 5,
1997 between affiliates of the parties, which letter agreement is of no
further force and effect, provided that Information disclosed by one party to
the other party hereto prior to the date hereof shall be Information for all
purposes of this Section 7.17.
ARTICLE VIII
CLOSING CONDITIONS
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8.1. Conditions to Each Party's Obligations to Effect the Transactions.
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The respective obligations of each party to effect the purchase and sale of
the Purchased Assets shall be subject to the fulfillment at or prior to the
Closing Date of the following conditions:
(a) The waiting period under the HSR Act applicable to the
consummation of the sale of the Purchased Assets contemplated hereby
shall have expired or been terminated;
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(b) No preliminary or permanent injunction or other order or decree
by any Federal or state court which prevents the consummation of the sale
of the Purchased Assets contemplated hereby shall have been issued and
remain in effect (each party agreeing to use its reasonable best efforts
to have any such injunction, order or decree lifted) and no statute, rule
or regulation shall have been enacted by any State or Federal government
or governmental agency in the United States which prohibits the
consummation of the sale of the Purchased Assets;
(c) All Federal, state and local government consents and approvals
(including but not limited to legislative and administrative consents and
approvals) required for the consummation of the sale of the Purchased
Assets and the ownership, operation and maintenance by the Buyer thereof
in a manner substantially consistent with the Sellers' historical
ownership, operation and maintenance thereof, and the execution, delivery
and performance by the parties thereto of the Continuing Site Agreement
and the Transitional Power Sales Agreements, including, without
limitation, the Seller Required Regulatory Approvals and the Buyer
Required Regulatory Approvals shall have been obtained and become Final
Orders (a "Final Order" means a final order after all opportunities for
rehearing are exhausted and that has not been stayed, enjoined, appealed,
set aside or suspended, with respect to which any required waiting period
has expired, and as to which all conditions to effectiveness prescribed
therein or otherwise by law have been satisfied) with such terms and
conditions as shall have been imposed by the governmental entity issuing
such Final Order unless the failure to obtain such consent or approval
would not result in a Material Adverse Effect; and
(d) The Seller Required Consents and all other consents and
approvals for the consummation of the sale of the Purchased Assets
contemplated hereby required under the terms of any note, bond, mortgage,
indenture, contract or other agreement to which the Sellers or the Buyer,
or any of their Affiliates, are a party shall have been obtained, other
than those which if not obtained, would not, in the aggregate, have a
Material Adverse Effect.
8.2. Conditions to Obligations of the Buyer. The obligation of the Buyer
--------------------------------------
to effect the purchase of the Purchased Assets contemplated by this Agreement
shall be subject to the fulfillment at or prior to the Closing Date of the
following additional conditions:
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(a) There shall not have occurred and be continuing a Material
Adverse Effect;
(b) The Sellers shall have performed and complied with in all
material respects the covenants and agreements contained in this
Agreement that are required to be performed and complied with by the
Sellers on or prior to the Closing Date;
(c) The Purchased Assets shall have been released from the lien of
the Indenture and the agreements and instruments described in Schedule
1.1(a)(57) hereof and shall be free and clear of Encumbrances except
Permitted Encumbrances;
(d) The Buyer shall have received certificates from authorized
officers of the Sellers, dated the Closing Date, to the effect that, to
the best of such officers' Knowledge, the conditions set forth in
Sections 8.2(a), (b) and (c) have been satisfied;
(e) The Sellers shall have assigned to the Buyer all of their rights
and obligations in the IBEW Agreement (or any extension, modification or
replacement thereof) as such rights and obligations relate to union
employees to be employed at or in conjunction with the Purchased Assets
after the Closing Date;
(f) The consents and approvals required to be obtained pursuant to
Section 8.1(c) or (d) hereof shall not contain or be granted subject to
terms or conditions which could reasonably be expected to have a Material
Adverse Effect when compared to the terms and conditions presently
applicable to the Purchased Assets;
(g) The Buyer shall have received an opinion from Pierce Atwood,
dated the Closing Date to the effect that:
(1) Each Seller is a corporation organized, existing and in good
standing under the laws of its state of incorporation, and each
Seller has the corporate power and authority to execute and deliver
this Agreement, the Transitional Power Sales Agreements, and the
Continuing Site Agreement and to consummate the transactions
contemplated hereby; and the execution and delivery of this
Agreement and such other agreements and the consummation of the sale
of the Purchased Assets contemplated hereby have been duly
authorized by all requisite corporate action taken on the part of
the Sellers;
(2) this Agreement, the Transitional Power Sales Agreements, and
the Continuing Site Agreement
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have been executed and delivered by the Sellers and (assuming that
the Seller Required Regulatory Approvals, the Seller Required
Consents and the Buyer Required Regulatory Approvals are obtained)
are valid and binding obligations of the Sellers, enforceable
against the Sellers in accordance with their terms, except (A) that
such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to creditors' rights, and (B) that the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefore may be
brought;
(3) the execution, delivery and performance of this Agreement,
the Transitional Power Sales Agreements, and the Continuing Site
Agreement by the Sellers will not constitute a violation of the
Articles of Incorporation or Bylaws, as currently in effect, of any
Seller;
(4) the Bills of Sale and other documents described in Section
4.3 are in proper form to transfer to the Buyer title to the
Purchased Assets; and
(5) no declaration, filing or registration with, or notice to,
or authorization, consent or approval of any governmental authority
is necessary for the consummation by the Sellers of the Closing
other than (i) the Seller Required Regulatory Approvals and (ii)
such declarations, filings, registrations, notices, authorizations,
consents or approvals which, if not obtained or made, would not, in
the aggregate have a Material Adverse Effect.
As to any matter contained in such opinion which involves the laws
of any jurisdiction other than the Federal laws of the United States or
the laws of the State of Maine, such counsel may rely upon opinions of
counsel admitted in such other jurisdictions. Any opinions relied upon
by such counsel as aforesaid shall be delivered together with the opinion
of such counsel. Such opinion may expressly rely as to matters of fact
upon certificates furnished by the Sellers and appropriate officers and
directors of the Sellers and by public officials.
(h) The obligations of the Sellers arising after the Closing Date
pursuant to this Agreement (and the
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other agreements contemplated hereby) shall have been jointly and
severally guaranteed, on an unlimited basis, by any entity which is an
Affiliate of CMP to which a substantial portion of the Excluded Assets
have been conveyed (or the parent corporation thereof).
(i) All corporate and other proceedings to be taken by the Sellers
in connection with the transactions contemplated hereby and all documents
incident thereto shall be reasonably satisfactory in form and substance
to the Buyer and its counsel, and the Buyer and its counsel shall have
received all such certified or other copies of such documents as it or
they may reasonably request.
8.3. Conditions to Obligations of the Sellers. The obligation of the
----------------------------------------
Sellers to effect the sale of the Purchased Assets contemplated by this
Agreement shall be subject to the fulfillment at or prior to the Closing Date
of the following additional conditions:
(a) The Sellers shall have received the Preliminary Purchase Price
from Buyer and the Buyer shall have performed and complied with in all
material respects its covenants and agreements contained in this
Agreement which are required to be performed on or prior to the Closing
Date;
(b) The representations and warranties of the Buyer set forth in
this Agreement shall be true and correct in all material respects as of
the date of this Agreement and as of the Closing Date as though made at
and as of the Closing Date;
(c) The Sellers shall have received a certificate from an authorized
officer of the Buyer, dated the Closing Date, to the effect that, to the
best of such officer's knowledge, the conditions set forth in Sections
8.3(a) and (b) have been satisfied;
(d) The Buyer shall have assumed, as set forth in Section 7.10, all
of the applicable obligations under the IBEW Agreement (or any extension,
modification or replacement thereof) as they relate to union employees to
be employed at or in conjunction with the Purchased Assets after the
Closing Date;
(e) The consents and approvals required to be obtained pursuant to
Section 8.1(c) or (d) hereof shall not contain, or be granted subject to,
terms or conditions which, from the Sellers' perspective, materially and
adversely affect the benefits to the Sellers under this Agreement or the
transactions contemplated hereby;
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(f) All corporate and other proceedings to be taken by the Buyer in
connection with the transactions contemplated hereby and all documents
incident thereto shall be reasonably satisfactory in form and substance
to the Sellers and their counsel, and the Sellers and their counsel shall
have received all such certified or other copies of such documents as it
or they may reasonably request; and
(g) The Sellers shall have received an opinion from Bernstein, Shur,
Sawyer & Nelson, counsel for the Buyer, and (in the case of paragraphs
(1) and (3) below) from Dennis Coyle, General Counsel to FPL Group, Inc.,
a Florida corporation (the "Parent") to the effect that:
(1) Each of the Buyer and Parent is a corporation organized,
existing and in good standing under the laws of the States of
Delaware and Florida, respectively, and has the corporate power and
authority to execute and deliver, as applicable, this Agreement, the
Parent Guaranty in the form attached hereto as Exhibit G (the
"Parent Guaranty"), the Transitional Power Sales Agreements and the
Continuing Site Agreement and to consummate the transactions
contemplated hereby and thereby; and the execution and delivery of
this Agreement, the Parent Guaranty, the Transitional Power Sales
Agreements and the Continuing Site Agreement and the consummation of
the sale of the Purchased Assets contemplated hereby have been duly
authorized by all requisite corporate action taken on the part of
the Buyer;
(2) This Agreement, the Transitional Power Sales Agreements, the
Parent Guaranty and the Continuing Site Agreement have been executed
and delivered by the Buyer and Parent (as applicable) and (assuming
that the Seller Required Regulatory Approvals, the Seller Required
Consents and the Buyer Required Regulatory Approvals are obtained)
are valid and binding obligations of the Buyer and Parent (as
applicable), enforceable against the Buyer and Parent (as
applicable) in accordance with their respective terms, except (A)
that such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in
effect relating to the creditors' rights and (B) that the remedy of
specific performance and injunctive and other forms of equitable
relief may be subject to certain equitable defenses and to the
discretion of the court before which any proceeding therefore may be
brought;
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(3) The execution, delivery and performance of this Agreement,
the Parent Guaranty, the Transitional Power Sales Agreements and the
Continuing Site Agreement by the Buyer and Parent (as applicable)
will not constitute a violation of the Certificate of Incorporation
or by-laws (or other similar governing documents), as currently in
effect, of the Buyer or Parent;
(4) The Instruments of Assumption and other instruments
described in Section 4.4 are in proper form and are effective for
the Buyer to assume the Assumed Liabilities; and
(5) No declaration, filing or registration with, or notice to,
or authorization, consent or approval of any governmental authority
is necessary for the consummation by the Buyer of the Closing or the
execution, delivery and performance by Parent of the Parent Guaranty
other than the Buyer Required Regulatory Approvals, all of such
Buyer Required Regulatory Approvals having been obtained and being
in full force and effect with such terms and conditions as shall
have been imposed by any applicable governmental authority.
As to any matter contained in such opinion which involves the laws
of any jurisdiction other than the Federal laws of the United States and
the States of Florida or Maine, such counsel may rely upon opinions of
counsel admitted to practice in such other jurisdictions. Any opinions
relied upon by such counsel as aforesaid shall be delivered together with
the opinion of such counsel. Such opinion may expressly rely as to
matters of facts upon certificates furnished by appropriate officers and
directors of the Buyer, Parent and their respective Affiliates and by
public officials.
8.4. Exclusion of Purchased Assets and Assumed Liabilities; Adjustment to
--------------------------------------------------------------------
Purchase Price. (a) In addition to the Sellers' rights to terminate this
--------------
Agreement pursuant to Section 10.1, a failure of any condition contained in
Sections 8.1, 8.2 (to the extent such failure is beyond the Sellers' control)
or 8.3 hereof to be met which, in the judgment of the Sellers, makes it
inadvisable to convey any of the Purchased Assets to the Buyer on the Closing
Date (other than such a failure arising out of any of the Buyer Required
Regulatory Approvals described in Section 6.3(b)(iii)-(v) hereof prohibiting
the transfer to the Buyer of any of the Purchased Assets, which is addressed
in Section 8.4(b) hereof), the Sellers shall be entitled, at the Sellers'
option, to remove such Purchased Assets (and all associated Assumed
Liabilities) from the Closing, whereupon (A) other than as expressly provided
in this Section 8.4(a), neither the Sellers
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nor the Buyer shall have any obligations, respectively, to sell or to purchase
such assets (or to assume such liabilities), and (B) the parties' respective
obligations and rights under the Continuing Site Agreement and the
Transitional Power Sales Agreements shall be modified to reflect the removal
of such Purchased Assets from the Closing. In such event, the Purchase Price
payable at the Closing shall be adjusted so as to remove therefrom the lesser
of (i) 125% of the amount which has been allocated to such assets pursuant to
Section 11.12 hereof, or (ii) the amount which has been allocated to such
assets pursuant to Section 11.12 hereof plus $9 million (but only to the
extent such adjustment exceeds $100,000), and by deleting from the Purchase
Price 100% of the portion of the Maintenance and Capital Expenditures Amount
and the Severance Amount that is attributable to such assets. The exercise by
the Sellers of the rights set forth in this Section 8.4(a) shall give rise to
a right of the Buyer to elect, within 10 Business Days of such exercise by the
Sellers, to terminate this Agreement if the removal of such assets from the
Purchased Assets would have a Material Adverse Effect. Until the date which
is six (6) months following the Closing Date, Sellers shall use their
commercially reasonable efforts to remedy the failure of any such condition
and to convey any such affected assets to the Buyer. To the extent that any
such assets are so conveyed prior to the date which is six (6) months
following the Closing Date, the Buyer shall pay to the Sellers an amount equal
to the amount that was deducted from the Purchase Price and from the
Maintenance and Capital Expenditures Amount and the Severance Amount pursuant
to this Section 8.4(a) with respect to such conveyed assets. Upon such
subsequent conveyance, the parties' respective rights and obligations under
the Continuing Site Agreement and the Transitional Power Sales Agreements
shall be modified to reflect the inclusion of such assets in the Purchased
Assets. If such assets are not conveyed to Buyer within such six-month period,
Sellers may thereafter solicit offers to purchase any such assets from third
parties; provided that, from and after the date that is six months following
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the Closing Date through but excluding March 1, 2000, (i) Sellers shall
promptly notify Buyer in writing of any offer to purchase any such affected
asset, and (ii) for a period of thirty days following the date of such
notification, the Buyer shall have the right, in its sole discretion, to elect
to purchase such affected asset at a price equal to the aggregate amount
deducted from the Purchase Price, the Maintenance and Capital Expenditures
Amount and the Severance Amount pursuant to this Section 8.4(a) with respect
to such asset. Upon such subsequent conveyance, the parties' respective
rights and obligations under the Continuing Site Agreement and the
Transitional Power Sales Agreements shall be modified to reflect the inclusion
of such assets in the Purchased Assets.
(b) (i) In the event that, pursuant to any of the Buyer Required
Regulatory Approvals described in Section
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6.3(b)(iii)-(v) hereof, the Sellers are unable to transfer to the Buyer on the
Closing Date any of the Purchased Assets, the Buyer shall have the rights
provided in this Section 8.4(b).
(ii) In the event that such assets consist of any of the Bar Mills,
North Gorham, Oakland, Bates Upper, Rice Rips, Union Gas, Hill Mill,
Continental, Lower Kezar Falls, Upper Kezar Falls, Ledgemere, Bates Lower or
Lower Androscoggin hydroelectric generating stations, the Purchase Price (and
the Preliminary Purchase Price) shall be adjusted so as to remove therefrom an
amount equal to (i) $9 million, plus (ii) $1.5 million multiplied by the
Winter Net Claimed Capability (stated in MW) of the generating station(s) so
removed as set forth in Schedule 1.1(a)(33).
In the event that such assets consist of the Biomass Assets, the Purchase
Price (and the Preliminary Purchase Price) shall be adjusted so as to remove
therefrom $5 million.
(iii) In the event that such assets consist of any of Wyman Station
(including any associated Fossil Facilities Real Property), any of Mason
Station (including any associated Fossil Facilities Real Property) or any of
the Wyman, Harris, Monty, Gulf Island, Skelton, Brunswick, Williams, Weston,
Shawmut, Hiram, Bonny Eagle, Cataract, West Buxton, Deer Rips or A-3
hydroelectric generating stations, the Buyer shall be entitled, at its option,
either (i) to terminate this Agreement under Section 10.1(g) or (ii) to remove
such Purchased Assets (and all associated Assumed Liabilities) from the
Closing, in which event the Purchase Price (and the Preliminary Purchase
Price) shall be adjusted so as to remove therefrom an amount equal to (A) $9
million (without duplication of the amount set forth in clause (i) of Section
8.4(b)(ii)) plus (B) in the case of any such asset which is a Hydroelectric
Asset, $1.5 million multiplied by the Winter Net Claimed Capability (stated in
MW) of the generating station(s) so removed as set forth in Schedule
1.1(a)(33), plus (C) in the case of any such asset which is a Fossil Asset,
$1.0 million multiplied by the Winter Net Claimed Capability (stated in MW) of
the generating station(s) so removed as set forth in Schedule 1.1(a)(27);
provided, however, that for purposes hereof, notwithstanding such Schedule
1.1(a)(27), the Winter Net Claimed Capability of Mason Station shall be deemed
to be 100 MW.
The parties agree and acknowledge, however, that in no event shall the
aggregate amount deducted from the Purchase Price pursuant to this Section
8.4(b) with respect to the Hydroelectric Assets exceed (i) the Purchase Price
minus $9 million, (ii) divided by two, nor shall the aggregate amount to be
deducted with respect to the Fossil Assets exceed (i) the Purchase Price minus
$9 million, (ii) divided by two. In the event such adjustments are made to
the Purchase Price, the Severance Amount and the Adjustment Amount shall be
reduced to
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reflect the removal of the assets to which such amounts relate.
(iv) In the event that the Buyer elects to purchase fewer than all
of the Purchased Assets pursuant to this Section 8.4(b), and during the six
(6) month period commencing on the Closing Date the Sellers are able to obtain
the requisite regulatory approval(s) to transfer to the Buyer any of such
removed assets, the Buyer agrees to purchase such assets from the Sellers, and
thereupon to pay to the Sellers an amount equal to the amount that was
deducted from the Purchase Price, the Adjustment Amount and the Severance
Amount with respect to such conveyed assets; provided, however, that the $9
million deducted pursuant to clause (i) of Section 8.4(b)(ii) or clause (ii)
(A) of Section 8.4(b)(iii) shall not be subject to repayment to the Sellers
until and unless all Hydroelectric Assets and all Fossil Assets removed from
the Purchased Assets pursuant to this Section 8.4(b) have been conveyed to the
Buyer. In addition, the Sellers covenant and agree not to sell any of such
removed assets to any Person other than the Buyer during such six (6) month
period
(v) If Purchased Assets are removed from the Closing pursuant to
this Section 8.4(b), the parties' respective obligations and rights under the
Continuing Site Agreement and the Transitional Power Sales Agreements shall be
modified to reflect the removal of such Purchased Assets. If any removed
assets are subsequently conveyed to the Buyer, the parties' respective rights
and obligations under the Continuing Site Agreement and the Transitional Power
Sales Agreements shall be modified to reflect the inclusion of such assets in
the Purchased Assets.
ARTICLE IX
INDEMNIFICATION
---------------
9.1. Indemnification.
---------------
(a) Sellers will indemnify, defend and hold harmless the Buyer from
and against any and all claims, demands or suits (by any Person), losses,
liabilities, damages (but excluding any consequential, special, indirect,
punitive or incidental damages, including without limitation lost
profits), obligations, payments, costs and expenses (including, without
limitation, the costs and expenses of any and all actions, suits,
proceedings, assessments, judgments, settlements and compromises relating
thereto and reasonable attorneys' fees and reasonable disbursements in
connection therewith) to the extent the foregoing are not covered by
insurance (each, an "Indemnifiable Loss"), asserted against or suffered
by the Buyer relating to, resulting from or arising out of (i) any breach
by the Sellers of
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any representation or warranty (without regard to any qualifications with
respect to Material Adverse Effect contained therein) contained in this
Agreement or any covenant or agreement of the Sellers contained in
Sections 7.1, 7.2(a), 7.6(c), 7.9, 7.11 or 7.16 of this Agreement or (ii)
any breach by the Sellers of any covenant or agreement of the Sellers
contained in Sections 2.4, 3.1(d), 3.2, 3.3, 3.4, 7.2(b), (c) or (d),
7.3, 7.4, 7.5, 7.7, 7.8, 7.10, 7.12, 7.13, 7.14 or 7.17 of this Agreement
or (iii) the Excluded Liabilities or (iv) any remediation activities
conducted by the Sellers at any Purchased Asset after the Closing Date,
provided, however, that in the case of any Indemnifiable Loss arising
-------- -------
under clause (i) of this Section 9.1(a), (X) such indemnification shall
be effective only with respect to claims written notice of which is
received by Sellers no later than the first anniversary of the Closing
Date, (Y) no amounts shall be due and payable to the extent that, the
aggregate amount of such Indemnifiable Losses is equal to $1 million or
less and (Z) in no event shall the aggregate amount of all payments made
by the Seller with respect to such Indemnifiable Losses exceed $100
million, and provided, further, that indemnification with respect to
claims under Sections 7.5 or 7.12 of this Agreement shall be effective
only with respect to claims written notice of which is received by the
Indemnifying Party no later than the first anniversary of the Closing
Date.
(b) The Buyer will indemnify, defend and hold harmless the Sellers
from and against any and all Indemnifiable Losses asserted against or
suffered by the Sellers relating to, resulting from or arising out of (i)
any breach by the Buyer of any representation or warranty contained in
this Agreement or any covenant or agreement of the Buyer contained in
Sections 7.6(c), 7.11 or 7.16 of this Agreement, (ii) any breach by the
Buyer of any covenant or agreement of the Buyer contained in Sections
2.3, 3.1(d), 3.2, 3.3, 3.4, 7.2(b), (c) or (d), 7.3, 7.4, 7.5, 7.7, 7.8,
7.10, 7.12, 7.13, 7.14, 7.15 or 7.17 of this Agreement, (iii) the Assumed
Liabilities or (iv) any relationship resulting from Section 7.4(c) (other
than arising from any breach by a Seller thereunder) provided, however,
-------- -------
that in the case of any Indemnifiable Loss arising under clause (i) of
this Section 9.1(b), (X) such indemnification shall remain in effect only
with respect to claims written notice of which is received by Buyer no
later than the first anniversary of the Closing Date, (Y) no amounts
shall be due and payable to the extent that the aggregate amount of such
Indemnifiable Losses is equal to $1 million or less and (Z) in no event
shall the aggregate amount of all payments made by the Buyer with respect
to such Indemnifiable Losses exceed $100 million, and provided,
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further, that indemnification with respect to claims under Sections 7.5
or 7.12 of this Agreement shall be effective only with respect to claims
written notice of which is received by the Indemnifying Party no later
than the first anniversary of the Closing Date.
(c) Any Person entitled to receive indemnification under this
Agreement (an "Indemnitee") having a claim under these indemnification
provisions shall make a good faith effort to recover all losses, damages,
costs and expenses from insurers of such Indemnitee under applicable
insurance policies so as to reduce the amount of any Indemnifiable Loss
hereunder. The amount of any Indemnifiable Loss shall be reduced (i) to
the extent that Indemnitee receives any insurance proceeds with respect
to an Indemnifiable Loss and (ii) to take into account any net Tax
benefit recognized by the Indemnitee arising from the recognition of the
Indemnifiable Loss and any payment actually received with respect to an
Indemnifiable Loss.
(d) The expiration, termination or extinguishment of any covenant or
agreement shall not affect the parties' obligations under this Section
9.1 if the Indemnitee provided the person required to provide
indemnification under this Agreement (the "Indemnifying Party") with
proper notice of the claim or event for which indemnification is sought
prior to such expiration, termination or extinguishment.
(e) Other than as provided in Section 10.2 hereof, the rights and
remedies of the Sellers and the Buyer under this ARTICLE IX are exclusive
and in lieu of any and all other rights and remedies which the Sellers
and the Buyer may have under this Agreement or otherwise for monetary
relief with respect to (i) any breach or failure to perform any
representation, warranty, covenant or agreement set forth in this
Agreement or (ii) the Assumed Liabilities or the Excluded Liabilities, as
the case may be, and (iii) any relationship resulting from Section
7.4(c).
The rights and obligations of indemnification under this Section 9.1
shall not be limited or subject to set-off based on any violation or
alleged violation of any obligation under this Agreement or otherwise,
including but not limited to breach or alleged breach by the Indemnitee
of any representation, warranty, covenant or agreement contained in this
Agreement.
9.2. Defense of Claims.
-----------------
(a) If any Indemnitee receives notice of the assertion of any claim
or of the commencement of any
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claim, action, or proceeding made or brought by any Person who is not a
party to this Agreement or any Affiliate of a party to this Agreement (a
"Third Party Claim") with respect to which indemnification is to be
sought from an Indemnifying Party, the Indemnitee will give such
Indemnifying Party reasonably prompt written notice thereof, but in any
event not later than ten (10) days after the Indemnitee's receipt of
notice of such Third Party Claim. Such notice shall describe the nature
of the Third Party Claim in reasonable detail and will indicate the
estimated amount, if practicable, of the Indemnifiable Loss that has been
or may be sustained by the Indemnitee. The Indemnifying Party will have
the right to participate in or, by giving written notice to the
Indemnitee, to elect to assume the defense of any Third Party Claim at
such Indemnifying Party's own expense and by such Indemnifying Party's
own counsel, and the Indemnitee will cooperate in good faith in such
defense at such Indemnitee's own expense.
(b) If within ten (10) days after an Indemnitee provides written
notice to the Indemnifying Party of any Third Party Claim, the Indemnitee
receives written notice from the Indemnifying Party that such
Indemnifying Party has elected to assume the defense of such Third Party
Claim as provided in the last sentence of Section 9.2(a), the
Indemnifying Party will not be liable for any legal expenses subsequently
incurred by the Indemnitee in connection with the defense thereof;
provided, however, that if the Indemnifying Party fails to take
reasonable steps necessary to defend diligently such Third Party Claim
within twenty (20) days after receiving notice from the Indemnitee that
the Indemnitee believes the Indemnifying Party has failed to take such
steps, the Indemnitee may assume its own defense, and the Indemnifying
Party will be liable for all reasonable expenses thereof. Without the
prior written consent of the Indemnitee, the Indemnifying Party will not
enter into any settlement of any Third Party Claim which would lead to
liability or create any financial or other obligation on the part of the
Indemnitee for which the Indemnitee is not entitled to indemnification
hereunder. If a firm offer is made to settle a Third Party Claim without
leading to liability or the creation of a financial or other obligation
on the part of the Indemnitee for which the Indemnitee is not entitled to
indemnification hereunder, the Indemnifying Party may accept and agree to
such offer, and shall give written notice to the Indemnitee to that
effect.
(c) Any claim by an Indemnitee on account of an Indemnifiable Loss
which does not result from a Third Party Claim (a "Direct Claim") will be
asserted by giving the Indemnifying Party reasonably prompt written
notice
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thereof, stating the nature of such claim in reasonable detail and
indicating the estimated amount, if practicable, but in any event not
later than ten (10) days after the Indemnitee becomes aware of such
Direct Claim, and the Indemnifying Party will have a period of thirty
(30) days within which to respond to such Direct Claim. If the
Indemnifying Party does not respond within such thirty (30) day period,
the Indemnifying Party will be deemed to have accepted such claim. If
the Indemnifying Party rejects such claim, the Indemnitee will be free to
seek enforcement of its rights to indemnification under this Agreement.
(d) If the amount of any Indemnifiable Loss, at any time subsequent
to the making of an indemnity payment in respect thereof, is reduced by
recovery, settlement or otherwise under or pursuant to any insurance
coverage, or pursuant to any claim, recovery, settlement or payment by or
against any other entity, the amount of such reduction, less any costs,
expenses or premiums incurred in connection therewith (together with
interest thereon from the date of payment thereof at the prime rate then
in effect of the Bank of Boston), will promptly be repaid by the
Indemnitee to the Indemnifying Party. Upon making any indemnity payment,
the Indemnifying Party will, to the extent of such indemnity payment, be
subrogated to all rights of the Indemnitee against any third party in
respect of the Indemnifiable Loss to which the indemnity payment relates;
provided, however, that (i) the Indemnifying Party will then be in
compliance with its obligations under this Agreement in respect of such
Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of
its Indemnifiable Loss, any and all claims of the Indemnifying Party
against any such third party on account of said indemnity payment is
hereby made expressly subordinated and subjected in right of payment to
the Indemnitee's rights against such third party. Without limiting the
generality or effect of any other provision hereof, each such Indemnitee
and Indemnifying Party will duly execute upon request all instruments
reasonably necessary to evidence and perfect the above-described
subrogation and subordination rights. Nothing in this Section 9.2(d)
shall be construed to require any party hereto to obtain or maintain any
insurance coverage. The rights contained herein shall not be duplicative
of any reductions effected pursuant to Section 9.1(c) hereof.
(e) Subject to Section 9.1 (a)(iii)(x) and 9.1 (b)(iii)(x) hereof, a
failure to give timely notice as provided in this Section 9.2 will not
affect the rights or obligations of any party hereunder except if, and
only to the extent that, as a result of such failure, the
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party which was entitled to receive such notice was actually prejudiced
as a result of such failure.
ARTICLE X
TERMINATION AND ABANDONMENT
---------------------------
10.1. Termination.
-----------
(a) This Agreement may be terminated at any time prior to the
Closing Date by mutual written consent of the Sellers and the Buyer.
(b) This Agreement may be terminated by the Sellers or the Buyer if
the Closing contemplated hereby shall not have occurred on or before the
first anniversary of the date of this Agreement (the "Termination Date");
provided that the right to terminate this Agreement under this Section
--------
10.1(b) shall not be available to any party whose failure to fulfill any
obligations under this Agreement has been the cause of, or resulted in,
the failure of the Closing to occur on or before such date; and provided,
--------
further, that if on the first anniversary of the date of this Agreement
-------
the conditions to the Closing set forth in Section 8.1(c) shall not have
been fulfilled but all other conditions to the Closing shall be fulfilled
or shall be capable of being fulfilled, then the Termination Date shall
be the date which is eighteen months from the date of this Agreement.
(c) Subject to the provisions of Section 8.4 hereof, this Agreement
may be terminated by either the Sellers or the Buyer if (i) any
governmental or regulatory body, the consent of which is a condition to
the obligations of the Sellers and the Buyer to consummate the Closing
shall have determined not to grant its or their consent and all appeals
of such determination shall have been taken and have been unsuccessful,
(ii) one or more courts of competent jurisdiction in the United States or
any State shall have issued an order, judgment or decree permanently
restraining, enjoining or otherwise prohibiting the Closing, and such
order, judgment or decree shall have become final and nonappealable or
(iii) any statute, rule or regulation shall have been enacted by any
State or Federal government or governmental agency in the United States
which prohibits the consummation of the Closing.
(d) This Agreement may be terminated by the Buyer, if there has been
a material violation or breach by the Sellers of any agreement contained
in this Agreement which has rendered the satisfaction of any condition to
the obligations of the Buyer to effect the Closing
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impossible and such violation or breach has not been waived by the Buyer.
(e) This Agreement may be terminated by the Sellers, if there has
been a material violation or breach by the Buyer of any agreement,
representation or warranty contained in this Agreement which has rendered
the satisfaction of any condition to the obligations of the Sellers to
effect the Closing impossible and such violation or breach has not been
waived by the Sellers.
(f) This Agreement may be terminated by either the Sellers or the
Buyer in accordance with the provisions of Section 7.11(b) or (c).
(g) This Agreement may be terminated by the Buyer in accordance with
the provisions of Section 8.4.
10.2. Procedure and Effect of Termination. In the event of
-----------------------------------
termination of this Agreement and abandonment of the transactions contemplated
hereby by either or both of the parties pursuant to Section 10.1, written
notice thereof shall forthwith be given by the terminating party to the other
party and this Agreement shall terminate and the transactions contemplated
hereby shall be abandoned, without further action by any of the parties
hereto. If this Agreement is terminated as provided herein:
(a) none of the parties hereto nor any of their respective trustees,
directors, officers or Affiliates, as the case may be, shall have any
liability or further obligation to the other party or any of their
respective trustees, directors, officers or Affiliates, as the case may
be, pursuant to this Agreement, except in each case as stated in this
Section 10.2 and in Sections 7.2(b), 7.3 and 7.7; and
(b) all filings, applications and other submissions made pursuant to
this Agreement, to the extent practicable, shall be withdrawn from the
agency or other person to which they were made.
Notwithstanding the foregoing, in the event of the termination of this
Agreement pursuant to Section 10.1(d) or (e) hereof, the non-breaching party
shall be entitled to recover from the breaching party (i) all costs incurred
by the non-breaching party in connection with the preparation, negotiation and
execution of this Agreement with the breaching party or the performance of
this Agreement or the enforcement of this Agreement against the breaching
party, including, without limitation, attorney's fees and fees and expenses of
its financial and other advisors, and (ii) any other damages incurred by such
non-breaching party in connection with or arising out of such breach.
Notwithstanding any other term or
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provision of this Agreement or the other documents delivered pursuant to this
Agreement, each of the parties hereby agrees that no party or the respective
Affiliates, officers, directors, employees, agents or attorneys of such party
shall be liable hereunder for any other profit, loss of capital,
consequential, special, indirect, punitive or incidental damages that may be
incurred by any other party as a result of any action or inaction by any other
party hereunder or in connection with this Agreement or any agreement
contemplated to be executed in connection with this agreement, and hereby
knowingly, voluntarily and intentionally waives the right to seek any such
damages.
ARTICLE XI
MISCELLANEOUS PROVISIONS
------------------------
11.1. Amendment and Modification. Subject to applicable law, this
--------------------------
Agreement may be amended, modified or supplemented only by written agreement
of the Sellers and the Buyer.
11.2. Waiver of Compliance; Consents. Except as otherwise provided in
------------------------------
this Agreement, any failure of any of the parties to comply with any
obligation, covenant, agreement or condition herein may be waived by the party
entitled to the benefits thereof only by a written instrument signed by the
party granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, agreement or condition shall not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure. Notwithstanding anything in this Agreement to the contrary, the
condition set forth in Section 8.3(d) cannot be waived by the Sellers without
the consent of the IBEW.
11.3. No Survival. Subject to the provisions of Section 10.2, each
-----------
and every representation, warranty, covenant and obligation contained in this
Agreement (other than (a) the covenants contained in Section 8.4 and in
Articles X and XI (which covenants shall continue indefinitely) and those
specifically described in Section 9.1(a) or (b) (which shall survive as
provided therein), (b) the Sellers' representations and warranties contained
in Article V and the Buyer's representations and warranties contained in
Article VI (which representations and warranties shall survive the Closing for
a period of one (1) year other than the representations and warranties
contained in Section 5.17, which shall continue indefinitely), and (c) the
provisions of Article IX hereof, which shall continue indefinitely) shall
expire with, and be terminated and extinguished by, the consummation of the
sale of the Purchased Assets and the transfer of the Assumed Liabilities
pursuant to this Agreement and such representations, warranties and covenants
shall not survive the Closing Date; and none of the Sellers, the Buyer or any
officer, director, trustee or
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Affiliate of any of them shall be under any liability whatsoever with respect
to any such representation, warranty or covenant.
11.4. Notices. All notices and other communications hereunder shall
-------
be in writing and shall be deemed given if delivered personally or by
facsimile transmission, telexed or mailed by overnight courier or registered
or certified mail (return receipt requested), postage prepaid, to the parties
at the following addresses (or at such other address for a party as shall be
specified by like notice; provided that notices of a change of address shall
--------
be effective only upon receipt thereof):
If to the Sellers, to:
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Attention: Gerald C. Poulin
with a copy to:
Pierce Atwood
One Monument Square
Portland, ME 04101
Attention: John W. Gulliver, Esq.
LeBoeuf Lamb Greene & MacRae, LLP
125 West 55/th/ Street
New York, NY 10019-5389
Attention: Susan A. Marshall, Esq.
If to the Buyer, to:
National Energy Holdings, Inc.
c/o FPL Group Capital
700 Universe Boulevard
Juno Beach, FL 32408
Attention: General Counsel
With a copy to:
Orrick, Herrington & Sutcliffe
666 Fifth Avenue
New York, NY 10103
Attention: Michael R. Meyers, Esq.
11.5. Assignment. This Agreement and all of the provisions hereof
----------
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor
any of the rights, interests or obligations hereunder shall be assigned by any
party hereto, including by operation of law without the prior written consent
of the other party, nor is
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this Agreement intended to confer upon any other Person except the parties
hereto any rights or remedies hereunder; provided, however, that the Buyer may
assign any or all of its rights, interests and obligations hereunder to one or
more of its Affiliates (in which case the Buyer shall nonetheless remain
jointly and severally responsible for the performance of all such obligations)
so long as any such assignment does not adversely affect the availability or
timing of any Federal, State or local government consent or approval required
for the consummation of the sale of the Purchased Assets. Notwithstanding the
foregoing, the rights and obligations of the Sellers (or any of them) pursuant
to this Agreement may, with the Buyer's consent, which shall not be
unreasonably withheld, delayed or conditioned, be assigned to, and assumed by,
such entity or entities to which any or all of the Sellers or the Purchased
Assets have been transferred subsequent to the date of this Agreement pursuant
to any corporate reorganization, restructuring or similar transaction.
11.6. Governing Law. This Agreement shall be governed by and
-------------
construed in accordance with the laws of the State of Maine (regardless of the
laws that might otherwise govern under applicable Maine principles of
conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies. Any and all
disputes arising out of or in connection with this Agreement shall be
adjudicated in the Federal or state courts located in the State of New York,
to whose jurisdiction the parties hereby irrevocably submit for such purposes.
The parties agree to perform their duties pursuant to this Agreement, the
Continuing Site Agreement and the Transitional Power Sales Agreements in good
faith and in a commercially reasonable manner.
11.7. Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
11.8. Interpretation. The Article and Section headings contained in
--------------
this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not in any way affect the meaning or
interpretation of this Agreement. Neither party shall be deemed to have been
the drafter of this Agreement, which is the product of detailed, arm's length
negotiations between the parties and their respective counsel.
11.9. Schedules and Exhibits. All Exhibits and Schedules referred to
----------------------
herein are intended to be and hereby are specifically made a part of this
Agreement. Any matters described or referred to in any Schedule shall be
deemed included in any other relevant Schedule, irrespective of
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whether any express incorporation by reference is made therein.
11.10. Entire Agreement. This Agreement including the Exhibits,
----------------
Schedules, documents, certificates and instruments referred to herein,
embodies the entire agreement and understanding of the parties hereto in
respect of the transactions contemplated by this Agreement and supersedes any
and all prior oral or written expressions, understandings or agreements
between or among the parties with respect thereto. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than
these expressly set forth or referred to herein or therein. It is expressly
acknowledged and agreed that, other than as expressly set forth in this
Agreement, there are no restrictions, promises, representations, warranties,
covenants or undertakings contained in any material made available to the
Buyer pursuant to the terms of Section 7.17 (including without limitation the
Information Memorandum, dated June, 1997, the reference manuals relating to
the Purchased Assets, any other supplemental information or responses to data
requests, or materials received from or reviewed at the Sellers' document
center, in each case made available to the Buyer by the Sellers or SBC Warburg
Dillon Read Inc.).
11.11. No Punitive or Consequential Damages. Notwithstanding anything
------------------------------------
to the contrary contained in this Agreement in Article IX or otherwise, no
party or its Affiliates shall seek or be liable for any punitive or
consequential damages, including, but not limited to, loss of revenue or
income, or loss of business reputation or opportunity relating to any breach
or alleged breach of this Agreement.
11.12. Expedited Determination of Price Adjustments for Certain Assets.
---------------------------------------------------------------
In the event a party exercises its rights pursuant to Sections 7.4, 7.11
and/or 8.4 to remove any Purchased Assets and/or to reduce the Purchase Price
as provided therein, the dollar amount of the adjustment to the Purchase Price
therefor shall be determined as follows:
(a) Senior management of the parties shall attempt to agree upon the
amount of any required adjustment(s) to the Purchase Price.
(b) If Senior management has not agreed upon the amount of any
required adjustment(s) to the Purchase Price within five (5) Business Days
following notification by any party to the other party of the exercise of its
rights under Section 7.4, 7.11 and/or 8.4, as the case may be, with respect to
a Purchased Asset, the adjustment shall promptly be determined, at the request
in writing of either party, by the Independent Accounting Firm, as follows:
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(i) Each of the parties shall have the right to obtain copies of the
other party's documents to the same extent provided in F.R.Civ.P. Rule
34, which shall be produced within ten (10) Business Days of a written
request of a party and shall be subject to the confidentiality provisions
of Section 7.17. The Independent Accounting Firm shall determine any
disputes among the parties regarding the scope of documents requested, in
light of the desire of both parties to proceed on an expedited basis;
(ii) If either party intends to utilize an expert, a report
summarizing the expert's opinion and the bases therefor shall be
furnished to the other party at least six (6) Business Days before the
hearing referred to in clause (iv) below;
(iii) At least three (3) Business Days before the hearing referred
to in clause (iv) below, each of the parties shall furnish to the
Independent Accounting Firm and to the other party (A) the dollar amount
which it believes represents the portion of the Purchase Price that is
most fairly applicable to each Purchased Asset so removed, or with
respect to which the Purchase Price is to be adjusted, pursuant to
Sections 7.4, 7.11 and/or 8.4, and (B) any written argument, exhibits
and/or reports supporting the dollar amount(s) so presented;
(iv) not less than twenty (20) Business Days and not more than
twenty-five (25) Business Days after the request for a determination
under clause (i) above, the Independent Accounting Firm shall conduct a
one-day hearing at a location determined by said Firm, at which each
party may present testimony, argument and/or rebuttal with respect to the
pre-filed materials referred to in clause (iii) above. Each party may
utilize half of the hearing day in any way it sees fit. Neither party
will be entitled to cross-examine witnesses presented by the other party,
but either party may suggest to the Independent Accounting Firm questions
for any witnesses that may be presented; and
(v) The Independent Accounting Firm shall, within five (5) Business
Days following the hearing, select one of the dollar amounts submitted by
the parties for each Purchased Asset that is removed, or with respect to
which the Purchase Price is to be adjusted, pursuant to Sections 7.4,
7.11 and/or 8.4, and shall inform the parties in writing of such
selection.
(c) The Independent Accounting Firm's authority shall be limited to
selecting one of the dollar amounts so presented, and such Firm shall not be
entitled to average such amounts or select any other amount(s).
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(d) The Independent Accounting Firm shall have no power to modify or
change any provisions of this Agreement or any related agreements entered into
pursuant to this Agreement. Decisions of the Independent Accounting Firm
shall be final, binding and conclusive upon the parties. The fees and
disbursements of the Independent Accounting Firm shall be borne by the party
that presented a dollar amount(s) not selected by the Independent Accounting
Firm.
IN WITNESS WHEREOF, the Sellers and the Buyer have caused this agreement
to be signed by their respective duly authorized officers as of the date first
above written.
CENTRAL MAINE POWER COMPANY
By: /s/ David T. Flanagan
--------------------------------
Name: David T. Flanagan
Title: President and CEO
THE UNION WATER-POWER COMPANY
By: /s/ David E. Marsh
--------------------------------
Name: David E. Marsh
Title: Chairman
CUMBERLAND SECURITIES CORPORATION
By: /s/ Arthur W. Adelberg
--------------------------------
Name: Arthur W. Adelberg
Title: Chairman
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CENTRAL SECURITIES CORPORATION
By: /s/ Arthur W. Adelberg
--------------------------------
Name: Arthur W. Adelberg
Title: Chairman
NATIONAL ENERGY HOLDINGS, INC.
By: /s/ Thomas F. Kirk
--------------------------------
Name: Thomas F. Kirk
Title: Vice President
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CENTRAL MAINE POWER COMPANY
THE UNION WATER-POWER COMPANY
CUMBERLAND SECURITIES CORPORATION
CENTRAL SECURITIES CORPORATION
DISCLOSURE SCHEDULES
TO
ASSET PURCHASE AGREEMENT
The contents of the following Schedules are (i) exceptions to the
representations, warranties and covenants of the Sellers as set forth in the
Asset Purchase Agreement (the "Agreement") or (ii) descriptions of assets and
liabilities referred to in the Agreement. Capitalized terms used and not
otherwise defined herein shall have the meanings given to such terms in the
Agreement.
To the extent that any representation or warranty contained in the
Agreement is limited or qualified by the materiality of the matters to which
the representation or warranty is given, the inclusion of any matter in the
following Schedules does not constitute a determination by the Sellers that
such matters are material. Nor in such cases where a representation or
warranty is given or other information is provided shall the disclosure of any
matter in the following Schedules imply that any other, undisclosed matter
having a greater value or other significance is material.
The inclusion in the following Schedules of any matter or document shall not
imply any representation, warranty or undertaking not expressly given in the
Agreement nor shall such disclosure be taken as extending the scope of any of
the representations or warranties. Nothing in the following Schedules
constitutes an admission of any liability or obligation of the Sellers to any
third party, nor an admission against the Sellers' interests.
-100-
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES
CMP's fossil generating assets consist of three oil-fired generating stations
located in the mid-coast region of Maine. W. F. Wyman Station is located in
Yarmouth and consists of four steam units; Mason Station is located in Wiscasset
and contains five steam units; and Cape Station is located in South Portland and
consists of two combustion-turbines. Except for W. F. Wyman Unit 4, all of the
units are totally owned by CMP. CMP's ownership in W. F. Wyman Unit 4 is
59.1547%; the remainder is owned by 12 other Joint Owners ("J.O.'s") in New
England.
The Winter Net Claimed Capability of each station, as defined in the NEPOOL
Forecast of Capacity, Energy, Loads, and Transmission, 1997-2006 dated April 1,
1997, is shown below along with other pertinent information.
(I) LIST OF FOSSIL FACILITIES
Winter CMP Ownership
Year Capacity (MW)
Station Unit No. Built (MW) Fuel
W. F. Wyman 1 1957 54 54 #6 Oil
2 1958 54 54 #6 Oil
3 1965 119 119 #6 Oil
4 1978 620 367 #6 Oil
847 594
Mason/1/ 1 1942 21 21 #6 Oil
2 1947 21 21 #6 Oil
3 1952 33 33 #6 Oil
4 1952 33 33 #6 Oil
5 1955 35 35 #6 Oil
145 145
Cape 4 1970 21 21 #2 Oil
5 1970 21 21 #2 Oil
42 42
Total 1,034 781
- ----------------------------
/1/ Mason units 1 & 2 were deactivated in 1981. Units 3, 4 & 5 were deactivated
in 1991 and reactivated in 1997 to provide capacity for the NEPOOL region.
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(ii) LIST OF TYPICAL FOSSIL SYSTEMS
Unless otherwise stated, the following list of typical structures; steam
generators; auxiliary systems; and electrical systems are included in the fossil
assets.
F. WYMAN STATION: Generating equipment and site facilities include an
auxiliary boiler; one concrete stack for Unit 4 (w/ steel flue); one combined,
dual-flue, steel stack for Units 1, 2 and 3 and the auxiliary boiler; cooling
water intake structure; sub-surface and surface cooling water discharges; diesel
generator; two fresh water tanks and a fire protection pumphouse; three
condensate tanks; one light oil tank; two heavy oil day tanks; five fuel oil
storage tanks; dock and oil unloading facilities; a fuel oil additive bulk
storage tank; process waste treatment ponds; one sanitary treatment facility;
and two warehouse buildings.
Five (5) steel storage tanks, each with 192,000 barrels capacity (960,000
barrels total), provide bulk storage for residual fuel oil. Three tanks (#3, 4
and 5) are allocated to low sulfur (0.7%), high-pour fuel oil for Unit #4.
These tanks are fully insulated and have internal heaters. Tanks #1 & #2 store
high sulfur (2.5%) fuel oil; neither tank is insulated but tank #2 has internal
heaters. All the fuel oil piping, including indoors, is fully heat-traced and
insulated so that high-pour (pour points >60F) can be handled. The systems for
supplying low sulfur oil to Unit #4 and high sulfur to Units 1, 2 & 3 utilize
separate piping, except for a common dock-to-tank farm line and steam supply and
condensate return lines. Separate day tanks, adjacent to the powerhouse, are
provided for Units 1, 2 , 3 and Unit 4.
A dock supplies access to ocean going barges and tankers via a channel which has
a depth of approximately 34 feet below mean low water (MLW) level. The dock can
accommodate ships up to 715 ft in length and with a bow-to-manifold distance of
350 ft.
MASON STATION: The generating units are located in one common powerhouse of
reinforced concrete, brick, and steel construction. Generating equipment and
site facilities include an auxiliary boiler; a 3-tank, diked fuel oil storage
area; two above-ground fuel oil day tanks; three cooling water intake
structures; a storage garage with office and meeting room; a 750 ft. dock; a
rail spur; and miscellaneous storage buildings. The facility is connected to
municipal water and sewer.
All five units burn residual fuel oil, although Units 1 & 2 burned coal in their
initial year of service, and Unit 4 burned coal for part of 1960. The three
storage tanks have a combined capacity of 362,000 barrels. One tank (100,000
bbls) is currently out-of-service. The other two tanks were inspected and
repaired for return to service during the summer of 1997. The two 15,000 gallon
above-ground day tanks were added in 1990, to replace underground tanks.
The dock has an overall length of 750 ft. and an approach depth of 31 ft. at
Mean Low Water.
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(ii) LIST OF TYPICAL FOSSIL SYSTEMS (CONT.)
CAPE STATION: The sale includes two GE Model MS5000M (Frame 5) combustion
turbines located outdoors which burn No. 2 fuel oil. The sale includes the
generating units and all appurtenant equipment, which shall removed from the
site by the Buyer.
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT
W. F. WYMAN STATION - UNITS 1 & 2
BOILER UNIT 1 UNIT 2
- ------
Manufacturer Foster-Wheeler Foster-Wheeler
Quantity 1 1
Fuel Oil #6 #6
Steam Pounds/Hour 490,000 490,000
Superheater Steam Pressure (PSI) 1,360 1,360
Superheater Steam Temperature (/o/ F) 950 950
Boiler Draft Balanced Balanced
Year Started 1957 1958
FEEDWATER
Type of Feedwater Heaters Shell/Tube Shell/Tube
Stages of Feedwater Heaters/Deaerators 4 4
BOILER FEED PUMPS
- -----------------
Manufacturer Allis-Chalmers Allis-Chalmers
Quantity - % Load Each 2 - 100% 2 - 100%
Flowrate (GPM) 1,100 1,100
Total Design Head (Feet of H20) 4,135 4,135
Pump RPM 3,580 3,580
Horsepower & Drive Type (Motor or Turbine) 1,500 1,500
TURBINE GENERATOR
- -----------------
Manufacturer General Electric General Electric
Serial Nos (Turbine/Generator) 112567 / 6978307 112568 / 6978308
Nameplate Output kW 56,865 56,865
Operating Steam Pressure (PSI) 1,250 1,250
Operating Steam Temperature (/o/ F) 950 950
Backpressure (" Hg Absolute) 2.50 2.50
Generator RPM 3,600 3,600
Generator Volts 13,800 13,800
Generator kVA 47,059 47,059
Power Factor 0.85 0.85
Turbine Water Induction Prevention Yes Yes
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - UNITS 1 & 2 (CONT.)
CONDENSER UNIT 1 UNIT 2
- ---------
Manufacturer Westinghouse Westinghouse
Quantity 1 1
Surface Area (Square Feet) 35,000 35,000
Steam Load (Pounds/Hour) 275,000 275,000
Cooling Water Flow (GPM) 33,000 33,000
Pressure (" Hg Absolute) 1.52 1.52
Approximate Number of Tubes 6,365 6,365
Tube Material Cu-Ni Cu-Ni
Cooling Water Source Ocean Ocean
CONDENSATE PUMPS
- ----------------
Manufacturer Westinghouse Westinghouse
Quantity - % Load Each 1 - 100% 1 - 100%
Flowrate (GPM) 650 650
Total Design Head (Feet of H20) 120 120
Pump RPM 1,770 1,770
Motor Horsepower 30 30
CIRC. COOLING WATER PUMPS
- -------------------------
Manufacturer Westinghouse Westinghouse
Quantity 2 2
Flowrate (GPM) 16,500 16,500
Total Design Head (Feet of H20) 28 28
Pump RPM 585 585
Motor Horsepower 150 150
POLLUTION CONTROL
- -----------------
Stack Height (Feet Above Ground) One Flue Of 325 Ft Stack In Common W/ Unit 3
Particulate Control Multi-Cyclone
Particulate Disposal Wet
NOX Reduction Technique Low Nox Burners Combustion Controls
Bottom Ash Collection System Wet
Continuous Emissions Monitoring
System Yes
STEP-UP TRANSFORMERS
- --------------------
Rating, kVA 56,000 56,000
Voltage - kV 115/13.2 115/13.2
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - UNIT 3
BOILER UNIT 3
- ------
Manufacturer Combustion Engineering
Quantity 1
Fuel Oil #6
Steam Pounds/Hour 840,000
Superheater Steam Pressure (PSI) 1,890
Superheater Steam Temperature (/o/ F) 1,005
Boiler Draft Balanced
Year Started 1965
FEEDWATER
- ---------
Type of Feedwater Heaters Shell/Tube
Stages of Feedwater Heaters/Deaerators 6
BOILER FEED PUMPS
- -----------------
Manufacturer Worthington
Quantity - % Load Each 2 - 60%
Flowrate (GPM) 963
Total Design Head (Feet of H20) 5,630
Pump RPM 3,580
Horsepower & Drive Type (Motor or Turbine) 1,750
TURBINE GENERATOR
- -----------------
Manufacturer General Electric
Serial Nos (Turbine / Generator) 70X246 / 180X246
Nameplate Output kW 121,180
Operating Steam Pressure (PSI) 1,800
Operating Steam Temperature (/o/ F) 1,000
Backpressure (" Hg Absolute) 1.00
Generator RPM 3,600
Generator Volts 14,400
Generator kVA 133,689
Power Factor 0.85
Turbine Water Induction Prevention Yes
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - UNIT 3 (CONT.)
CONDENSER UNIT 3
- ---------
Manufacturer Worthington
Quantity 1
Surface Area (Square Feet) 60,000
Steam Load (Pounds/Hour) 500,000
Cooling Water Flow (GPM) 48,000
Pressure (" Hg Absolute) 1.30
Approximate Number of Tubes 9,380
Tube Material Al-Brass & Cu-Ni
Cooling Water Source Ocean
CONDENSATE PUMPS
- ----------------
Manufacturer Worthington
Quantity - % Load Each 2 - 100%
Flowrate (GPM) 1,365
Total Design Head (Feet of H20) 473
Pump RPM 1,180
Motor Horsepower 200
CIRC. COOLING WATER PUMPS
- -------------------------
Manufacturer Worthington
Quantity 2
Flowrate (GPM) 24,000
Total Design Head (Feet of H20) 28
Pump RPM 503
Motor Horsepower 200
POLLUTION CONTROL
- -----------------
Stack Height (Feet Above Ground) 325 (2/nd/ FLUE)
Particulate Control Multi-Cyclone
Particulate Disposal Wet
NOX Reduction Technique Staged Combustion
Bottom Ash Collection System Wet
Continuous Emissions Monitoring System Yes
STEP-UP TRANSFORMERS
- --------------------
Rating, kVA / kVA 125,000 / 140,000
Voltage - kV 115/13.8
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - UNIT 4
BOILER UNIT 4
- ------
Manufacturer Foster-Wheeler
Quantity 1
Fuel Oil #6
Steam Pounds/Hour 4,400,000
Superheater Steam Pressure (PSI) 2,620
Superheater Steam Temperature (/o/ F) 1,005
Boiler Draft Balanced
Year Started 1978
FEEDWATER
- ---------
Type of Feedwater Heaters Shell/Tube
Stages of Feedwater Heaters/Deaerators 7
BOILER FEED PUMPS
- -----------------
Manufacturer Worthington
Quantity - % Load Each 2 - 60%
Flowrate (GPM) 5,270
Total Design Head (Feet of H20) 7,420
Pump RPM 5,630
HP & Drive Type (Motor or Turbine) 10,550 Turbine
BFP STEAM TURBINE DRIVES
- ------------------------
Manufacturer General Electric
Quantity - % Load Each 2 - 60%
Flowrate (GPM) 88,700 pph
Total Design Head (Feet of H20) @ 179.5 psig
Pump RPM 5,630 max
Horsepower & Drive Type (Motor or Turbine) 11,324 max
STARTUP BOILER FEED PUMPS
- -------------------------
Manufacturer Byron Jackson
Quantity - % Load Each 1 - Approx. 10%
Flowrate (GPM) 1,000
Total Design Head (Feet of H20) 3,768
Pump RPM 3,570
Motor drive: Make and Horsepower GE / 1,250
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - UNIT 4 (CONT.)
TURBINE GENERATOR UNIT 4
- -----------------
Manufacturer General Electric
Serial Nos. (Turbine / Generator) 170X556 / 180X556
Nameplate Output kW 577,681
Operating Steam Pressure (PSI) 2,400
Operating Steam Temperature (/o/ F) 1,000
Backpressure (" Hg Absolute) 1.5
Generator RPM 3,600
Generator Volts 22,000
Generator kVA 680,000
Power Factor 0.93
Turbine Water Induction Prevention Yes
CONDENSER
- ---------
Quantity/Manufacturer 1/Foster-Wheeler
Surface Area (Square Feet) 195,400
Steam Load (Pounds/Hour) 2,911,460
Cooling Water Flow (GPM) 229,000
Pressure (" Hg Absolute) 1.58
Approximate Number of Tubes 23,325
Tube Material Ti
Cooling Water Source Ocean
CONDENSATE PUMPS
- ----------------
Manufacturer Byron-Jackson
Quantity - % Load Each 3 - 50%
Flowrate (GPM) 3,225
Total Design Head (Feet of H20) 640
Pump RPM 1,170
Motor Horsepower 700
CIRC. COOLING WATER PUMPS
- -------------------------
Manufacturer Ingersoll-Rand
Quantity - % Load Each 3 - 40%
Flowrate (GPM) 80,000
Total Design Head (Feet of H20) 47
Pump RPM 514
Motor Horsepower 1,250
SCHEDULE 1.1(A)(27) - FOSSIL FACILITIES (CONT.)
(III) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - UNIT 4 (CONT.)
POLLUTION CONTROL UNIT 4
- -----------------
Stack Height (Feet Above Ground) 421
Particulate Control Electrostatic Precipitator
Particulate Disposal Dry-Reinjected
NOX Reduction Technique Staged Comb.w/ Overfire Air &
Flue Gas Recirc.
Bottom Ash Collection System Dry
Continuous Emissions Monitoring System Yes
STEP-UP TRANSFORMERS
- --------------------
Rating, kVA/kVA 580,000/649,600
Voltage - kV 345/20.9
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - SITE
<TABLE>
<CAPTION>
UNIT 1 UNIT 2 UNIT 3 UNIT 4
<S> <C> <C> <C>
TANK FARM Tanks 1 & 2 Tanks 3, 4 & 5
- --------- ----------- --------------
Total Storage Capacity (Barrels) 384,000 576,000
Year Installed 1957 1974, 1978, 1978
Oil Type #6 #6
Heaters TANK 1 - Suction Heater Only, Internal &
TANK 2 - Suction & Internal Suction
Diked? Yes Yes
Insulated? No Yes
DAY TANKS
- ---------
Total Storage Capacity (Gallons) 48,000 475,000
Year Installed 1991 1978
Oil Type #6 #6
Heated? Yes Yes
Diked? Yes Yes
Insulated? Yes Yes
NO. 2 OIL TANK
- ---------------
Total Storage Capacity (Gallons) 150,000
Year Installed 1978
Heated? No
Diked? Yes
Insulated? No
DOCK
- ----
Total Length 447
Width (Feet) 38.5
Max Tanker Length (Feet) 715
Max Bow-to-Manifold Distance (Feet) 350
Chan. Depth (Ft, @ Mean Low Water) 34
Year Constructed 1957
BOILER MAKEUP WATER SUPPLY
- --------------------------
Source Portland Water District-Public
Common On Site Storage (Gallons) 1,050,000
Treatment Unit CARBON FILTER And DEMINERALIZING PLANT
Condensate Polisher No No Yes
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
W. F. WYMAN STATION - SITE (CONT.)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CONDENSATE STORAGE TANKS UNITS 1, 2 & 3 UNIT 4
- ------------------------
Total Storage Capacity (Gallons) 250,000 125,000 400,000
Year Installed 1957 1965 1978
Material Wood Aluminum Steel
POTABLE WATER SUPPLY
- --------------------
Source Portland Water District-Public
Common On Site Storage (Gallons) 1,050,000
Main Sizes (Inches) 8,12
FIRE PROTECTION SYSTEM
- ----------------------
Water Source Portland Water District-Public
Quantity of Standpipes 2
Standpipe Storage (Gallons) 1,050,000 - Common W/ Boiler Water Makeup
Primary Pump Capacity (GPM), Drive 2,500, Electric
Secondary Pump Capacity (GPM), 2,500, Diesel
Drive
Grounds Protection Hydrants
General Internal Station Protection Hose Stations Hose Stations
Protection for Burner Fronts Water Foam
Prot. for Fuel Oil Pumps & Heaters Water Water
Protection for Lube Oil Tanks Water CO2
Protection for Hydrogen Seal Oil Unit Water Foam
Protection for Main Transformers Water Water
Protection for Turbine/Generator ----- Foam
SEWAGE TREATMENT
- ----------------
Type of System On-Site Septic Tank / Sand Filter
PROCESS WASTE TREATMENT
- -----------------------
Type Chemical Neutralizing System
Oil Removal? Yes
Quantity of Settling Ponds 2
Quantity of Neutralizing Ponds 2
Disposal To Lagoon / Ocean
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
MASON STATION - UNITS 1 & 2
<TABLE>
<CAPTION>
BOILER UNIT 1 UNIT 2
- ------
<S> <C> <C>
Manufacturer Babcock & Wilcox Babcock & Wilcox
Quantity 2 2
Current Fuel No. 6 oil No. 6 oil
Steam Pounds/Hour 125,000 each 125,000 each
Outlet Steam Pressure (PSI) 600 600
Outlet Steam Temperature (/o/ F) 770 770
Year Started 1941 1947
FEEDWATER
- ---------
Low pressure feedwater heaters 1 FW shell & tube 1 FW shell & tube
Deaerator heater 1 Cochrane Steam 1 Cochrane Steam
High pressure feedwater heater 1 FW shell & tube 1 FW shell & tube
BOILER FEED PUMPS
- -----------------
Manufacturer Warren Steam Pump Warren Steam Pump
Quantity - % Load Each 2 -100% per boiler 2 -50% per boiler
Flowrate / Head (GPM/Ft) 500/2080 320/2070
Motor Horsepower 400 300
TURBINE GENERATOR
- -----------------
Qty - Manufacturer 1 - General Electric 1 - General Electric
Serial No. (T / G) 34695/5268499 80920/5727940
Nameplate Output kW 20,000 20,000
Inlet Steam Press./Temp (PSI// o/ F) 600/770 600/770
Backpressure (" Hg Absolute) 1.0 1.0
Generator RPM 3,600 3,600
Generator Volts 13,800 13,800
Generator kVA 25,000 25,000
Power Factor 0.80 0.80
CONDENSER
- ---------
Manufacturer Westinghouse Westinghouse
Surface Area (Square Feet) 18,750 20,000
Steam Load (Pounds/Hour) 175,000 175,000
Cooling Water Flow (GPM) 21,150 22,500
Tube Material Al-Brass Al-Brass
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
MASON STATION - UNITS 3, 4, & 5
<TABLE>
<CAPTION>
BOILER UNIT 3 UNIT 4 UNIT 5
- ------
<S> <C> <C> <C>
Manufacturer Babcock & Wilcox Babcock & Wilcox Babcock & Wilcox
Quantity 1 1 1
Current Fuel No. 6 Oil No. 6 Oil No. 6 Oil
Steam Pounds/Hour 310,000 310,000 310,000
Outlet Steam Pressure (PSI) 865 865 900
Outlet Steam Temperature (/o/ F) 910 910 910
Boiler Draft Balanced Balanced Balanced
Year Started 1952 1952 1955
FEEDWATER
- ---------
Type of Feedwater Heaters Shell/Tube Shell/Tube Shell/Tube
Stages of Feedwater Heaters 3 LP, Incl DA, 1 HP 3 LP, Incl DA, 1 HP 3 LP, Incl DA, 1 HP
Type of Deaerator Spray Spray Spray
BOILER FEED PUMPS
- -----------------
Manufacturer Ingersoll-Rand Ingersoll-Rand Ingersoll-Rand
Quantity - % Load Each 2 - 60% 2 - 60% 2 - 60%
Flowrate (GPM) 785 785 785
Total Design Head (Feet of H20) 2,955 2,955 2,955
Pump RPM 3,570 3,570 3,570
Motor Horsepower 700 700 700
TURBINE GENERATOR
- -----------------
Manufacturer General Electric General Electric General Electric
Quantity 1 1 1
Serial Nos. T/G 93342/6862925 93377/6862959 108831/6943896
Nameplate Output kW 33,000 33,000 33,000
Outlet Steam Pressure (PSI) 825 825 825
Outlet Steam Temperature (/o/ F) 900 900 900
Backpressure (" Hg Absolute) 1.00 1.00 1.00
Generator RPM 3,600 3,600 3,600
Generator Volts 13,800 13,800 13,800
Generator kVA 35,294 35,294 35,294
Power Factor 0.85 0.85 0.85
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
MASON STATION - UNITS 3, 4, & 5 (CONT.)
<TABLE>
<CAPTION>
CONDENSER UNIT 3 UNIT 4 UNIT 5
- ---------
<S> <C> <C> <C>
Manufacturer Westinghouse Westinghouse Westinghouse
Quantity 1 1 1
Surface Area (Square Feet) 22,500 22,500 25,000
Steam Load (Pounds/Hour) 250,000 250,000 250,000
Cooling Water Flow (GPM) 23,000 23,000 25,600
Pressure (" Hg Absolute) 1.94 1.94 1.80
Approximate Number of Tubes 4,460 4,460 4,974
Tube Material Al-Brass Al-Brass Al-Brass
CONDENSATE PUMPS
- ----------------
Manufacturer Westinghouse Westinghouse Westinghouse
Quantity - % Load Each 2 - 100% 2 - 100% 2 - 100%
Flowrate (GPM) 550 550 550
Total Design Head (Feet of H20) 110 110 120
Pump RPM 886 886 1,760
Motor Horsepower 30 30 30
CIRC. WATER PUMPS
- -----------------
Manufacturer Westinghouse Westinghouse Westinghouse
Quantity 1* 1 2
Flowrate (GPM) 24,000 24,000 13,300
Total Design Head (Feet of H20) 30 30 26
Pump RPM 502 502 440
Motor Horsepower 250 250 125
* 1 Spare for Units 3 & 4
POLLUTION CONTROL
- -----------------
Stack Height (Feet Sea Level) 161 161 143
Particulate Control Multi-Cyclone Multi-Cyclone Multi-Cyclone
Particulate Disposal Wet Wet Wet
NOX Reduction Technique None None None
Bottom Ash Collection System Wet Wet Wet
Continuous Emissions Monitoring Opacity Opacity Opacity
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
MASON STATION - SITE
<TABLE>
<CAPTION>
TANK FARM
- ---------
<S> <C>
Quantity 3
Total Storage Capacity (Barrels) 360,000
Year Installed 1941-1955
Oil Type #6
Heated? Suction Heaters Only
Diked? Yes
Insulated? No
DAY TANKS
- ---------
Quantity 2
Total Storage Capacity (Gallons) 30,000
Year Installed 1990
Oil Type #6
Heated? Yes
Diked? Yes
Insulated? Yes
DOCK
- ----
Length (Feet) 750
Max Tanker Depth (Feet, @ MLW) 33
Year Installed 1941
BOILER MAKEUP WATER SUPPLY
- --------------------------
Source Munic. Water Supply w/ Backup From Hilton Pond
Treatment Unit Carbon Filter / Demineralizing System
CONDENSATE STORAGE TANKS
- ------------------------
Total Storage Capacity (Gallons) 175,000
Year Installed 1955
Material Steel
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
MASON STATION - SITE (CONT.)
<TABLE>
<S> <C>
POTABLE WATER SUPPLY
- --------------------
Source Wiscasset Water District
MISC. COOLING WATER
- -------------------
Source Hilton Pond/Freshwater
FIRE PROTECTION SYSTEM
- ----------------------
Water Source Wiscasset Water District
Grounds Protection Hydrants
General Internal Station Protection Hose Stations
SEWAGE TREATMENT
- ----------------
Type of System Municiple Sewer System
PROCESS WASTE TREATMENT
- -----------------------
Type Parallel Flow Chemical Neutralizing System
Oil Removal? Yes
Quantity of Settling Ponds 2
Quantity of Neutralizing Ponds 2
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(iii) LIST OF MAJOR FOSSIL EQUIPMENT (CONT.)
CAPE STATION
<TABLE>
<S> <C> <C>
COMBUSTION TURBINE UNIT 4 UNIT 5
- ------------------
Manufacturer General Electric General Electric
Frame and Model Frame 5, Mod. 7L5A1PM44 Frame 5, Mod. 7L5A1PM44
Serial No. 214185 214186
Compressor Stages 16 16
Turbine Stages 2 2
Speed 5,100 RPM 5,100 RPM
Output, net @ 80 F 17,850 kW 17,850 kW
Control System SPEEDTRONIC SPEEDTRONIC
SPEED REDUCER
- -------------
Type Double Helical Double Helical
Model S524A4 S524A4
Speed (Input/Output) 5100 / 3600 5100 / 3600
GENERATOR
- ---------
Model ATB-2 ATB-2
Rating, kVA / PF 20,650 / 0.85 20,650 / 0.85
Voltage / Frequency 13,800 / 60 Hz 13,800 / 60 Hz
EXCITER
- -------
Type and Rating Static, 60 kW Static, 60 kW
MISC
- ----
Switchgear Outdoor, metal-clad Outdoor, metal-clad
Fuel forwarding GE skids GE skids
Enclosure Outdoor enclosure Outdoor enclosure
w/ control cab w/ control cab
Black start diesel Model 12V71N, 600 HP Model 12V71N, 600 HP
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(v) LIST OF FOSSIL BOATS, VEHICLES AND MISCELLANEOUS EQUIPMENT
<TABLE>
<CAPTION>
Vehicles
CODE# MAKE YEAR MODEL STYLE BODY EQUIPMENT BOOK VALUE DEPARTMENT C/L
<C> <S> <C> <C> <C> <C> <C> <C> <C> <C>
883027 GMC 1988 TC10703 1/2 Ton PK $0.00 Mason Station 082
883043 GMC 1988 TC10703 1/2 Ton PK $0.00 Wyman Station 083
883075 GMC 1988 TC20903 3/4 Ton PK $0.00 Wyman Station 083
884002 GMC 1988 TV31003 1 Ton C&C Dump Plow $0.00 Wyman Station 083
896005 GMC 1989 TC7D042 2 Ton C&C Rack Hydraulic Tailgate $0.00 Wyman Station 083
912015 GMC 1991 TM10905 1/2 Ton Compact Van $0.00 Wyman Station 083
</TABLE>
Book Value Based on September 1997 Investment
<TABLE>
<CAPTION>
Boats
REG. EXPIRATION MAKE SERIAL YEAR LENGTH TYPE HULL FUEL PROP USE WATER HORSEPOWER EXCISE BOOK ASSIGNED
- ---- ---------- ---- ------ ---- ------ ---- ---- ---- ---- --- ----- ---------- ------ ----- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
6572S 12/31/97 Duranautic 3M7613 1976 17 1 3 1 1 6 1 88 12.50 $0.00 W.F. Wyman
</TABLE>
CODES:
- -----
<TABLE>
<CAPTION>
TYPE HULL FUEL PROP USE WATER
---- ---- ---- ---- --- -----
<S> <C> <C> <C> <C> <C>
1. Open 1. Wood 1. Gas 1. Out 1. Pleas 1. Fresh
2. Cabin 2. Frgs 2. Diesel 2. In 2. C Fish 2. Salt
3. Sail 3. Alum 3. Other 3. In/Out 3. C Pass 3. Both
4. Canoe 4. Steel 4. Other 4. Rent
5. H Boat 5. Other 5. Dlr/Mf
6. Other 6. Other
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - INFORMATION SYSTEMS HARDWARE AND SOFTWARE
Software and Hardware Products to be Included in the Sale of the Generation
Assets
<TABLE>
<CAPTION>
FOSSIL FACILITIES Wyman LICENSE TRANSFER STATUS SOFTWARE VENDOR
Steam: [To be completed]
SOFTWARE PRODUCT (SCHEDULE
1.1 (A)(27))
<S> <C> <C>
Foxboro I/A System - Foxboro
Control System Units 3, 4
Bailey 90 - Control System Bailey
Units 1, 2
Foxboro CEMS - Continuing Foxboro
Emission Monitoring System
VAX/VMS version 5.5-2 DEC
VAX Mail DEC
Recital 4GL Database Recital
Access Technology 20/20 Access Technology
Spreadsheet
CHAMPS Maintenance CHAMPS
Management System
Server: Microsoft Microsoft
BackOffice 2.5
FrontPage 1.1 Microsoft
Internet Explorer 3.0 Microsoft
Index Server 1.1 Microsoft
Internet Information Microsoft
Server 2.0
Microsoft Exchange Server Microsoft
4.0
SNA Server 3.0 Microsoft
Microsoft SQL Server 6.5 Microsoft
SMS 1.2 Microsoft
Proxy Server 1.0 Microsoft
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(27) - INFORMATION SYSTEMS HARDWARE AND SOFTWARE
<TABLE>
<CAPTION>
FOSSIL FACILITIES MASON LICENSE TRANSFER STATUS SOFTWARE VENDOR
STATION: [To be completed]
SOFTWARE PRODUCT (SCHEDULE 1.1 (A)(27))
<S> <C>
Continuing Emission Environmental Systems Corporation
Monitoring System (to be
installed in the near
future)
</TABLE>
HARDWARE PRODUCTS
FOSSIL
(SCHEDULE 1.1 (A)(33))
Wyman - Digital Equipment Micro Vax 3500
Wyman - IBM PC Server 704
Wyman - Cisco 2501 Router, Addtran t-1 CSU, 3
Cabletron SEHI - 24 ethernet hub, 1 Cabletron
SEH-24 ethernet hub
Wyman - IBM PC Server 704
Mason - Cisco 2501 Router, NEC N6450 CSU
<PAGE>
SCHEDULE 1.1(a)(27) - FOSSIL FACILITIES (CONT.)
(vii) LIST OF FOSSIL ALLOWANCES AND EMISSION REDUCTION CREDITS
Wyman Station is required to meet several provisions of the 1990 Clean Air Act
Amendments (CAAA). To date, all requirements have been met. CMP submitted a
permit application to Maine DEP on August 28, 1996, to meet the Title V-Permits
provisions of the CAAA. To date, Maine DEP has not processed that application.
Beginning in the year 2000, each unit will be subject to sulfur dioxide
allowance provisions that are part of Title IV of the CAAA. Title IV allocates
allowances of sulfur dioxide (SO\\2\\) for Units 1, 2, 3, and 4 based on how
each unit operated during the baseline period between 1985-1987. Each allowance
permits the emission of one ton of SO\\2\\ from each unit. The Title IV SO\\2\\
allowances allocated to the Wyman units are as follows.
TITLE IV CAAA SO\\2\\ ALLOWANCES
ALLOWANCES UNIT 1 UNIT 2 UNIT 3 UNIT 4 (100%)
As of 1/1/2000 1,115 1,156 2,922 6,221
As of 1/1/2010 465 547 2,683 6,282
MASON STATION Unit 3 Unit 4 Unit 5
As of 1/1/2000 2 1 1
As of 1/1/2010 2 1 1
<PAGE>
Schedule 1.1(a)(27)
Fossil Capitalized Spare Parts
<TABLE>
<S> <C> <C> <C> <C> <C>
Location: 083 W. F. Wyman Steam Station
- ----------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ---------- --- ---
311990 0201-0203 Pump Deepwell Fresh Water 91-1000 1 Ea.
312990 0201-0203 Pump Parts-Rotating Elements For Boiler Feed 91-1010 1 Ea.
314990 0201-0203 Cond. Air Ejector 91-1020 1 Ea.
315990 0201-0203 Bushing-For Starting Transformer 1-2-3 91-1050 1 Ea.
312990 604 Pump Fuel Oil 91-1060 1 Ea.
Sub-total:
Location: 084 W. F. Wyman Steam Station
- ----------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ---------- --- ---
312990 0301-0303 Inner Element For Boiler Feed Pumps 91-1030 1 Ea.
312990 0601-0603 Pump-High Pressure Fuel Oil-Rotary 91-1080 1 Ea.
312990 0801-0803 Burner Assembly-Combustion Engrg Air Cylinder 91-1070 1 Ea.
Sub-total:
Location: 044 W. F. Wyman Steam Station (CMP Dollars)
- ------------------------------------------------------
Item No. Sequence Description Stock CodeQty U/M
- -------- -------- ----------- ---------- --- ---
314490 0101-0104 Turbine Drive Servo Valve 91-1273 1 Ea.
312990 0101-0102 Fan-Axial Induced Draft Ty SAF Main Bearing 91-1741 1 Ea.
312990 0201-0202 Fan-Axial Induced Draft Ty SAF Coupling 91-1801 1 Ea.
312990 0301-0302 Fan-Axial Induced Draft Ty SAF Hydr. Unit Blade Adj. 91-1821 1 Ea.
312990 0401-0402 Fan-Axial Forced Draft Ty FAF Assembly Main Bearing 91-1831 1 Ea.
</TABLE>
Page 2
<PAGE>
Schedule 1.1(a)(27) -- Fossil Facilities
<TABLE>
<S> <C> <C> <C> <C> <C>
312990 0501-0502 Fan-Axial Forced Draft Ty FAF Coupling 91-1891 1 Ea.
312990 0601-0602 Fan-Axial Forced Draft Ty FAF Hydraulic Unit Blade Adj. 91-1921 1 Ea.
314490 0301-0302 Turbo-Generator Part For Exciter Bearings 91-6706 1 Ea.
314490 0401-0402 Turbo-Generator Part Turbine Bellows 91-7663 1 Ea.
314490 0501-0502 Turbo-Generator Part Turbine Bellows-48 inch 91-7664 1 Ea.
314490 0701-0703 Turbo-Generator Turbine pad Bearing. No. 0622 91-8295 1 Ea.
314490 0801-0802 Turbo-Gen. Parts For Turbine Stem. Seq. 6929. 91-8442 1 Ea.
314490 803 Turbo-Gen. Parts For Turbine Stem. Seq. 6950. 91-8449 1 Ea.
314490 805 Turbo-Gen. Parts For Turbine Stem. Seq. 8058 91-8463 1 Ea.
314490 0901-0902 Turbo-Gen. Parts Turbine Plate. Seq. 0606. 91-8596 1 Ea.
314490 903 Turbo-Gen. Parts Turbine Plate. Seq. 0608. 91-8603 1 Ea.
Sub-total:
Location: 082 Mason Station
- ----------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ---------- --- ---
312990 0902-0903 Boiler Feed Pump Rotor Asssembly 91-0001 1 Ea.
312990 1003-1004 Valve Part-Disc For 36 in. Butterfly Valve 91-0002 1 Ea.
314990 1208-1216 GE High Pressure Turbine Casing For Units 3 & 4. 91-0003 1 Ea.
315990 0502-0503 Turbine-Nozzle Diaphragm-17th Stage 91-0004 1 Ea.
315990 0603-0604 Turbine Steam Shield For Units 1 & 2 91-0005 1 Ea.
315990 0703-0704 Turbine Ring Pack Segment For Units 3-4-5. 91-0006 2 Set
315990 0803-0804 Turbine-Set Of Packing Rings For Units 1 & 2. 91-0007 1 Ea.
315990 1102-1103 Tube Bundle Generator Air Coolers For Unit 1. 91-0008 1 Ea.
315990 3002 Thurst Bearing For Unit 1. 91-0009 1 Set
312990 1103-1105 Worm Gear-49 Tooth-For Air Preheater 91-0010 1 Ea.
Sub-total: NOTE:
</TABLE>
NOTE: Mason Station's capitalized spare parts were
retired in place under a mass retirement in March 1994
Total Steam:
<PAGE>
SCHEDULE 1.1(a)(33) -- INFORMATION SYSTEMS HARDWARE AND SOFTWARE
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES
CMP has 31 conventional hydroelectric stations containing 92 units located on
the Kennebec River, Androscoggin River, Saco River and five other smaller
tributaries. The stations are operated and maintained in three area hydro areas
- - Northern, Western, and Southern.
The Winter Net Claimed Capability of each station, as defined in the NEPOOL
Forecast of Capacity, Energy, Loads, and Transmission, 1997-2006 dated April 1,
1997, is shown below along with other pertinent information.
(i) LIST OF HYDRO FACILITIES
<TABLE>
<CAPTION>
10-YEAR
AVERAGE NET FERC
WINTER GENERATION INTERCONN. LICENSE
NUMBER OF CAPACITY (GWH) CURRENT LEVEL EXPIRATION
STATION UNITS (MW) DUTY (KV) DATE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NORTHERN HYDRO
- --------------
Kennebec River
- --------------
Harris 4 88 221 Weekly Cycle 115/13 12/31/2001
Wyman 3 81 359 Weekly Cycle 115 12/31/1993/1/
Williams 2 15 92 Daily Cycle 115/7 12/31/2017
Weston 4 13 84 Run-of-River 34 12/31/1993/1/
Shawmut 8 10 55 Run-of-River 34 01/31/2021
Lockwood (50%)/2/ 7 4 20 Run-of-River 12/4 04/30/2004
28 211 831
Messalonskee Stream
- -------------------
Oakland 1 3 8 Run-of-River 34 12/31/1993/1/
Rice Rips 1 2 5 Run-of-River 4 12/31/1993/1/
Union Gas 1 2 4 Run-of-River 12 12/31/1993/1/
3 7 17
Sebasticook River
- -----------------
Fort Halifax 2 2 7 Run-of-River 34 12/31/1993/1/
Total Northern Hydro 33 220 855
</TABLE>
- ---------------
/1/ Currently operating under an annual license while awaiting a new license
from FERC.
/2/ CMP owns 50% of Lockwood via its subsidiary Kennebec Hydro Resources as part
of the Merimil Limited Partnership. CMP is selling its stock in KHR as part
of this transaction.
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(i) LIST OF HYDRO FACILITIES (CONT.)
<TABLE>
<CAPTION>
10-YEAR
AVERAGE NET FERC
WINTER GENERATION INTERCONN. LICENSE
NUMBER OF CAPACITY (GWH) CURRENT LEVEL EXPIRATION
STATION UNITS (MW) DUTY (KV) DATE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WESTERN HYDRO
- -------------
Androscoggin River
- ------------------
Gulf Island/3/ 3 23 126 Weekly Cycle 34 12/31/1993/4/
Deer Rips 7 7 30 Weekly Cycle 34 12/31/1993/2/
A-3 1 4 28 Weekly Cycle 34 12/31/1993/2/
Monty/3/ 2 28 131 Run-of-River 34 08/31/2026
Brunswick 3 20 94 Run-of-River 34 02/28/2029
16 82 409
Lewiston Canal/5/
- -----------------
Bates Upper 3 3 8 Run-of-River 12 08/31/2026
Hill Mill 6 2 4 Run-of-River 12 08/31/2026
Lower Androscoggin 1 0 0 Run-of-River 12 08/31/2026
Bates Lower 1 0 1 Run-of-River 12 08/31/2026
Continental 5 1 4 Run-of-River 12 08/31/2026
16 6 17
Total Western Hydro 32 88 426
</TABLE>
- ---------------
/3/ The Gulf Island Project, FERC No. 2238, consists of Gulf Island, Deer Rips
and Andro #3.
/4/ Currently operating under an annual license while awaiting a new license
from FERC.
/5/ The Lewiston Falls Project, FERC No. 2302, consists of Monty and the
Lewiston Canal facilities.
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(i) LIST OF HYDRO FACILITIES (CONT.)
<TABLE>
<CAPTION>
10-YEAR
AVERAGE NET FERC
WINTER GENERATION INTERCONN. LICENSE
NUMBER OF CAPACITY (GWH) CURRENT LEVEL EXPIRATION
STATION UNITS (MW) DUTY (KV) DATE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
SOUTHERN HYDRO
- --------------
Saco River
- ---------
Hiram 2 12 52 Run-of-River 34 11/30/2022
Bonny Eagle 6 10 48 Run-of-River 34 12/31/1993/6/
West Buxton 6 7 34 Run-of-River 34 12/31/2017
Bar Mills 2 4 21 Run-of-River 34 06/30/2005
Skelton 2 20 105 Daily Cycle 34 12/31/1993/1/
Cataract/2/ 1 8 39 Run-of-River 34 11/30/2029
NKL/7/ 2 1 0 Run-of-River 12 11/30/2029
21 62 299
Presumpscot River
- -----------------
North Gorham 2 2 10 Run-of-River 34 12/31/2034
Ossippee River
- --------------
Upper Kezar Falls 1 0 1 Run-of-River 12 09/30/2030
Lower Kezar Falls 2 1 2 Run-of-River 12 09/30/2030
3 1 3
Little Ossippee River
- ---------------------
Ledgemere 1 0 1 Run-of-River 12 Exempt
Total Southern Hydro 27 65 313
Total Hydro 92 373 1,594
</TABLE>
- ---------------
/6/ Currently operating under an annual license while awaiting a new license
from FERC.
/7/ The Cataract Project (FERC No. 2528) includes the Cataract and NKL stations.
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF TYPICAL HYDRO SYSTEMS
Unless otherwise stated, the following list of typical structures; reservoirs,
dams, and waterways; waterwheels, turbines, and generators; auxiliary systems;
and electrical systems are included in the hydro assets.
STRUCTURES: Powerhouses, gate houses, pump houses, storage buildings, visitor
centers, and minor structures including the associated installed equipment such
as HVAC systems, fire protection systems, water supply systems, lighting and
control systems, hoists and cranes, and installed shop equipment.
RESERVOIRS, DAMS, AND WATERWAYS: Bridges, dams, spillways, abutments,
retaining walls, sluiceways, canals, intakes, forebays, penstocks, tunnels,
surge tanks, gates, trash booms, bulkhead and monorail systems, gate handling
systems, emergency generators and associated controls, fish passage facilities,
lighting, power and control systems, tailrace structures, trash racks and rack
rakes, and other associated equipment.
WATERWHEELS, TURBINES AND GENERATORS: Foundations and structural supports;
turbines, including runner, scroll cases, and draft tubes; generators, including
breakers, relays and controls; excitation systems, including static exciters,
rheostats, carbon breakers and controls; and governor control systems, including
pumps and controls.
AUXILIARY SYSTEMS: Generator lube oil systems, high pressure thrust bearing
oil systems, auxiliary oil systems, bearing cooling water systems, transformer
cooling water systems, station air systems, station alarm systems, emergency
generator and controls, oil water separators, switchboard instruments and
devices, vibration monitoring equipment, and motor control centers.
ELECTRICAL SYSTEMS: Station service, including transformers and controls; DC
electrical, including station batteries; and control systems, including hardware
and software.
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO TURBINES
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURE POSITION TYPE DESIGNHEAD RHP BUILT\OVERHAUL
<S> <C> <C> <C> <C> <C> <C> <C>
Androscoggin #3 01 Allis Chalmers Vertical Propeller 32 5500 1986
Androscoggin Lower 01 J. Leffel Vertical Francis 12.5 345 1982
Bar Mills 01 J. Leffel Vertical Propeller 20 3000 1977
Bar Mills 02 J. Leffel Vertical Propeller 20 3000 1979
Bates Lower 01 Holyoke Horizontal Francis 22 1984
Bates Upper 01 Holyoke Horizontal Francis 28 1986
Bates Upper 02 Holyoke Horizontal Francis 28 1980
Bates Upper 03 Holyoke Horizontal Francis 28 1987
Bonny Eagle 01 S.M. Smith Horizontal Francis 38 2400 1989
Bonny Eagle 02 S.M. Smith Horizontal Francis 38 2400 1990
Bonny Eagle 03 S.M. Smith Horizontal Francis 38 2400 1983
Bonny Eagle 04 S.M. Smith Horizontal Francis 38 2400 1988
Bonny Eagle 05 S.M. Smith Horizontal Francis 38 2400 1987
Bonny Eagle 06 S.M. Smith Horizontal Francis 38 2400 1988
Brunswick 01 Allis Chalmers Vertical Propeller 37 1600 1982
Brunswick 02 Allis Chalmers Horizontal Tube 37 4646 1983
Brunswick 03 Allis Chalmers Horizontal Tube 37 4646 1983
Cataract 01 S.M. Smith Vertical Kaplan 44 9000 1989
Continential Mills 01 Holyoke Vertical Francis 22 530 1984
Continential Mills 02 Holyoke Vertical Francis 22 530 1983
Continential Mills 03 Holyoke Vertical Francis 22 530 1982
Continential Mills 05 Holyoke Vertical Francis 22 250 1981
Continential Mills 06 Holyoke Vertical Francis 22 250 1983
Deer Rips 01 Holyoke Horizontal Francis 31 1350 1983
Deer Rips 02 Holyoke Horizontal Francis 31 1350 1962
Deer Rips 03 Holyoke Horizontal Francis 31 1350 1971
Deer Rips 04 Holyoke Horizontal Francis 31 1350 1980
Deer Rips 05 Holyoke Horizontal Francis 31 1350 1979
Deer Rips 06 I.P. Morris Vertical Francis 31 2400 1986
Deer Rips 07 W.S. Morgan Vertical Francis 31 1500 1989
Fort Halifax 01 Holyoke Horizontal Francis 22 1700 1957
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO TURBINES (CONT.)
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURE POSITION TYPE DESIGNHEAD RHP BUILT\OVERHAUL
<S> <C> <C> <C> <C> <C> <C> <C>
Fort Halifax 02 Holyoke Horizontal Francis 22 1700 1978
Gulf Island 01 Allis Chalmers Vertical Francis 55 9000 1996
Gulf Island 02 Allis Chalmers Vertical Francis 55 1080 1984
Gulf Island 03 Allis Chalmers Vertical Francis 55 1080 1988
Harris 01 Baldwin Vertical Francis 145 2100 1954
Harris 02 Baldwin Vertical Francis 145 4200 1976
Harris 03 Baldwin Vertical Francis 145 4200 1955
Harris 04 S.M. Smith Vertical Francis 145 2320 1994
Hill Mill 01 Holyoke Vertical Francis 28 1922
Hill Mill 02 Holyoke Vertical Francis 28 1922
Hill Mill 03 Holyoke Vertical Francis 28 1922
Hill Mill 04 Holyoke Vertical Francis 28 1922
Hill Mill 05 Holyoke Vertical Francis 28 1922
Hill Mill 06 Holyoke Vertical Francis 28 1992
Hiram 01 Allis Chalmers Vertical Francis 76 4985 1991
Hiram 02 Dom. Eng. Vertical Francis 70 1150 1984
Ledgemere 01 Windham Vertical Kaplan 1988
Lockwood 01 J. Leffel/AM. Vertical Francis 21 1350 1988
Lockwood 02 J. Leffel/AM. Vertical Francis 21 1350 1989
Lockwood 03 J. Leffel/AM. Vertical Francis 21 1350 1988
Lockwood 04 J. Leffel/AM. Vertical Francis 21 1350 1990
Lockwood 05 J. Leffel/AM. Vertical Francis 21 1350 1989
Lockwood 06 J. Leffel/AM. Vertical Francis 21 1350 1990
Lockwood 07 DBS Horizontal Kaplan 21 3270 1989
Lower Kezar Falls 01 Windham Vertical Kaplan 1984
Middle Kezar Falls 01 Windham Vertical Propeller 1990
Monty 01 DBS Vertical Kaplan 52 1800 1990
Monty 02 DBS Vertical Kaplan 52 1800 1990
NKL 01 Holyoke Horizontal Francis 1895
NKL 02 Holyoke Horizontal Francis 1895
North Gorham 01 S.M. Smith Horizontal Francis 34 1460 1987
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO TURBINES (CONT.)
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURE POSITION TYPE DESIGNHEAD RHP BUILT\OVERHAUL
<S> <C> <C> <C> <C> <C> <C> <C>
North Gorham 02 S.M. Smith Horizontal Francis 34 1460 1983
Oakland (M2) 01 W.S. Morgan Vertical Francis 67 4000 1980
Rice Rips (M3) 01 Allis Chalmers Vertical Francis 42 2800 1976
Shawmut 01 J.M. Voith Horizontal Francis 23.5 1200 1984
Shawmut 02 J.M. Voith Horizontal Francis 23.5 1200 1986
Shawmut 03 J.M. Voith Horizontal Francis 23.5 1200 1988
Shawmut 04 S.M. Smith Horizontal Francis 23.5 1200 1990
Shawmut 05 J.M. Voith Horizontal Francis 23.5 1200 1987
Shawmut 06 S.M. Smith Horizontal Francis 23.5 1200 1996
Shawmut 07 Allis Chalmers Horizontal Tube 22.6 2880 1982
Shawmut 08 Allis Chalmers Horizontal Tube 22.6 2880 1982
Skelton 01 S.M. Smith Vertical Kaplan 74 1335 1987
Skelton 02 S.M. Smith Vertical Kaplan 74 1335 1983
Union Gas (M5) 01 W.S. Morgan Vertical Francis 35 2100 1978
Upper Kezar Falls 01 S.M. Smith Vertical Kaplan 13 506 1943
West Buxton 01 S.M. Smith Horizontal Francis 27 1100 1989
West Buxton 02 S.M. Smith Horizontal Francis 27 1100 1982
West Buxton 03 S.M. Smith Horizontal Francis 27 1100 1983
West Buxton 04 S.M. Smith Horizontal Francis 27 1500 1994
West Buxton 05 S.M. Smith Horizontal Francis 27 1100 1990
West Buxton 06 I.P. Morris Vertical Propeller 27 5400 1984
Weston 01 W.S. Morgan Vertical Francis 32 4250 1979
Weston 02 W.S. Morgan Vertical Francis 32 4250 1983
Weston 03 W.S. Morgan Vertical Francis 32 4250 1982
Weston 04 S.M. Smith Vertical Francis 32 4600 1984
Williams 01 S.M. Smith Vertical Kaplan 38-44 1015 1972
Williams 02 S.M. Smith Vertical Kaplan 38-44 8300 1982
Wyman 01 Allis Chalmers Vertical Francis 140 3400 1965
Wyman 02 Allis Chalmers Vertical Francis 140 3400 1966
Wyman 03 Allis Chalmers Vertical Francis 140 3400 1969
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO GOVERNORS
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURER TYPE DRIVE
<S> <C> <C> <C> <C>
Androscoggin #3 01 Allis Chalmers Mech Hydraulic motor
Androscoggin Lower 01 Woodward Gate Shaft motor
Bar Mills 01 Woodward Gate Shaft motor
Bar Mills 02 Woodward Gate Shaft motor
Bates Lower 01 Hydraulic Actuator motor
Bates Lower 02 Hydraulic Actuator motor
Bates Upper 01 Hydraulic Actuator motor
Bates Upper 02 Hydraulic Actuator motor
Bates Upper 03 Hydraulic Actuator motor
Bonny Eagle 01 Browning Gear Drive motor
Bonny Eagle 02 Browning Gear Drive motor
Bonny Eagle 03 Browning Gear Drive motor
Bonny Eagle 04 Browning Gear Drive motor
Bonny Eagle 05 Browning Gear Drive motor
Bonny Eagle 06 Browning Gear Drive motor
Brunswick 01 Woodward Gate Shaft motor
Brunswick 02 Leen Hydraulic Actuator motor/pump
Brunswick 03 Leen Hydraulic Actuator motor/pump
Cataract 01 Woodward Actuator motor
Continential Mills 01 Lombard Mech Hydraulic belt
Continential Mills 02 Lombard Mech Hydraulic belt
Continential Mills 03 Lombard Mech Hydraulic belt
Continential Mills 04 Holyoke Mech Hydraulic belt
Continential Mills 05 Holyoke Mech Hydraulic belt
Continential Mills 06 Holyoke Mech Hydraulic belt
Deer Rips 01 D.R. Rivett Hydraulic Actuator motor
Deer Rips 02 D.R. Rivett Hydraulic Actuator motor
Deer Rips 03 D.R. Rivett Hydraulic Actuator motor
Deer Rips 04 D.R. Rivett Hydraulic Actuator motor
Deer Rips 05 D.R. Rivett Hydraulic Actuator motor
Deer Rips 06 Pelton Hydraulic belt
Deer Rips 07 Woodward Gate Shaft belt
Deer Rips 08 Woodward Gate Shaft belt
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO GOVERNORS (CONT.)
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURER TYPE DRIVE
<S> <C> <C> <C> <C>
Fort Halifax 01 Woodward Gate Shaft motor
Fort Halifax 02 Holyoke Actuator motor
Gulf Island 01 Woodward Gate Shaft motor
Gulf Island 02 Woodward Electric motor
Gulf Island 03 Woodward Electric motor
Harris 01 Woodward Actuator motor
Harris 02 Woodward Actuator motor
Harris 03 Woodward Actuator motor
Harris 04 Woodward Gate Shaft motor
Hill Mill 01 Holyoke Mech Hydraulic motor
Hill Mill 02 Holyoke Mech Hydraulic motor
Hill Mill 03 Holyoke Mech Hydraulic motor
Hill Mill 04 Holyoke Mech Hydraulic motor
Hill Mill 05 Holyoke Mech Hydraulic motor
Hill Mill 06 Holyoke Mech Hydraulic motor
Hiram 01 Andco Linear motor
Hiram 02 Woodward Gate Shaft motor
Ledgemere 01 Hydraulic Actuator motor
Lockwood 01 Woodward Electro Hydralic motor
Lockwood 02 Woodward Electro Hydralic motor
Lockwood 03 Woodward Electro Hydralic motor
Lockwood 04 Woodward Electro Hydralic motor
Lockwood 05 Woodward Electro Hydralic motor
Lockwood 06 Woodward Electro Hydralic motor
Lockwood 07 Sulzer/Bell Electro Hydralic motor
Lower Kezar Falls 01 Woodward Gate Shaft motor
Middle Kezar Falls 01 Windam Electric Hydraulic Actuator motor
Monty 01 Woodward Electro Hydralic motor
Monty 02 Woodward Electro Hydralic motor
NKL 01 Holyoke Mechanical motor
NKL 02 Holyoke Mechanical motor
North Gorham 01 Browning Gear Drive motor
North Gorham 02 Browning Gear Drive motor
Oakland (M2) 01 Woodward Gate Shaft motor
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO GOVERNORS (CONT.)
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURER TYPE DRIVE
<S> <C> <C> <C> <C>
Rice Rips (M3) 01 Joyce/Dayton Chain Drive Screw Jack motor
Shawmut 01 Knox Norton Hydraulic Actuator motor/pump
Shawmut 02 Knox Norton Hydraulic Actuator motor/pump
Shawmut 03 Knox Norton Hydraulic Actuator motor/pump
Shawmut 04 Joyce/Dayton Worm Drive Actuator motor/belt
Shawmut 05 Boston Gear Gear Drive motor
Shawmut 06 Joyce/Dayton Worm Drive Actuator motor/belt
Shawmut 07 Leen Hydraulic Actuator gate
Shawmut 08 Leen Hydraulic Actuator gate
Skelton 01 Woodward Actuator motor
Skelton 02 Woodward Actuator motor
Union Gas (M5) 01 Woodward Gate Shaft motor
Upper Kezar Falls 01 Woodward Gate Shaft motor
West Buxton 01 General Electric Gear Drive motor
West Buxton 02 General Electric Gear Drive motor
West Buxton 03 Browning Gear Drive motor
West Buxton 04 Browning Gear Drive motor
West Buxton 05 Browning Gear Drive motor
West Buxton 06 Woodward Electro Hydralic motor
Weston 01 Rexroth/CMP Electro Hydralic motor
Weston 02 Rexroth/CMP Electro Hydralic motor
Weston 03 Rexroth/CMP Electro Hydralic motor
Weston 04 Lombard Electric motor
Williams 01 Woodward Actuator motor
Williams 02 Woodward Actuator motor
Wyman 01 Woodward Electro Hydralic motor
Wyman 02 Woodward Gate Shaft motor
Wyman 03 Woodward Gate Shaft motor
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO GENERATORS
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURER KW AMPERAGE PF YEAR BUILT\LAST REWIND
<S> <C> <C> <C> <C> <C> <C>
Androscoggin #3 01 General Electric 3600 197 0.8 1986
Androscoggin Lower 01 Westinghouse 250 230 1950
Bar Mills 01 Westinghouse 2000 602 0.8 1956
Bar Mills 02 Westinghouse 2000 602 0.8 1956
Bates Lower 01 General Electric 450 434 1925
Bates Upper 01 General Electric 1200 1442 0.9 1912
Bates Upper 02 General Electric 1500 1805 1912
Bates Upper 03 General Electric 1200 1442 1912
Bonny Eagle 01 General Electric 1200 375 0.8 1989
Bonny Eagle 02 General Electric 1200 375 0.8 1988
Bonny Eagle 03 General Electric 1200 375 0.8 1950
Bonny Eagle 04 General Electric 1200 375 0.8 1982
Bonny Eagle 05 General Electric 1200 375 0.8 1982
Bonny Eagle 06 General Electric 1200 375 0.8 1982
Brunswick 01 Siemens-Allis 12600 646 0.9 1982
Brunswick 02 Siemens-Allis 3500 180 0.9 1983
Brunswick 03 Siemens-Allis 3500 180 0.9 1983
Cataract 01 General Electric 6650 477 0.7 1959
Continential Mills 01 General Electric 400 480 0.8 1920
Continential Mills 02 General Electric 400 480 0.8 1920
Continential Mills 03 General Electric 400 480 0.8 1920
Continential Mills 05 General Electric 192 231 0.8 1920
Continential Mills 06 General Electric 192 231 0.8 1920
Deer Rips 01 General Electric 600 31 0.9 1986
Deer Rips 02 General Electric 600 32.8 80 1988
Deer Rips 03 General Electric 900 58 0.9 1989
Deer Rips 04 General Electric 800 58 0.8 1990
Deer Rips 05 General Electric 800 44 0.8 1987
Deer Rips 06 Westinghouse 1800 130 0.8 1992
Deer Rips 07 General Electric 1417 120 0.8 1988
Fort Halifax 01 General Electric 750 152.7 0.68 1941
Fort Halifax 02 General Electric 750 106 1 1978
Gulf Island 01 General Electric 6400 420 0.8 1926/1/
Gulf Island 02 General Electric 6400 420 0.8 1945
Gulf Island 03 General Electric 9400 514 0.8 1987
Harris 01 General Electric 15000 697 1.01 1954
Harris 02 General Electric 30000 1395 0.9 1954
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO GENERATORS (CONT.)
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURER KW AMPERAGE PF YEAR BUILT\LAST REWIND
<S> <C> <C> <C> <C> <C> <C>
Harris 03 General Electric 30000 1395 0.9 1955
Harris 04 General Electric 1400 420 0.8 1955
Hill Mill 01 General Electric 360 432 1922
Hill Mill 02 General Electric 360 432 1922
Hill Mill 03 General Electric 360 432 1922
Hill Mill 04 General Electric 360 432 1922
Hill Mill 05 General Electric 360 432 1922
Hill Mill 06 General Electric 360 432 1922
Hiram 01 Allis Chalmers 3000 755 0.8 1952
Hiram 02 Siemens-Allis 8100 417 0.9 1984
Ledgemere 01 General Electric 260
Lockwood 01 Westinghouse 800 144 1987
Lockwood 02 Westinghouse 800 144 1987
Lockwood 03 Westinghouse 800 144 1987
Lockwood 04 Westinghouse 800 144 1987
Lockwood 05 Westinghouse 800 144 1987
Lockwood 06 Westinghouse 800 144 1987
Lockwood 07 Electric Machinery 2450 109 1987
Lower Kezar Falls 01 General Electric 250
Middle Kezar Falls 01 General Electric 200
Monty 01 Mitsubishi 14220 731.5 0.9 1990
Monty 02 Mitsubishi 14220 731.5 0.9 1990
NKL 01 General Electric 540 520 1895
NKL 02 General Electric 500 481 1895
North Gorham 01 Allis Chalmers 1125 79 0.75 1990
North Gorham 02 Allis Chalmers 1125 79 0.75 1991
Oakland (M2) 01 Allis Chalmers 2800 488 0.8 1957
Rice Rips (M3) 01 General Electric 1600 278 0.8 1918
Shawmut 01 Fort Wayne 750 188.5 1 1991
Shawmut 02 Fort Wayne 750 188.5 1 1996
Shawmut 03 Fort Wayne 750 188.5 1 1996
Shawmut 04 General Electric 750 188.5 1 1997
Shawmut 05 General Electric 750 188.5 1 1979
Shawmut 06 General Electric 900 282 0.8 1987
Shawmut 07 Siemens-Allis 2000 308 0.9 1982
Shawmut 08 Siemens-Allis 2000 308 0.9 1982
Skelton 01 General Electric 8400 1000 0.7 1947
Skelton 02 General Electric 8400 1000 0.7 1947
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT
HYDRO GENERATORS (CONT.)
<TABLE>
<CAPTION>
STATION UNIT MANUFACTURER KW AMPERAGE PF YEAR BUILT\LAST REWIND
<S> <C> <C> <C> <C> <C> <C>
Union Gas (M5) 01 General Electric 1500 260 0.8 1989
Upper Kezar Falls 01 General Electric 350
West Buxton 01 Westinghouse 650 163 1 1982
West Buxton 02 Westinghouse 650 163 1 1982
West Buxton 03 General Electric 1125 377 0.75 1995
West Buxton 04 General Electric 750 188 1 1996
West Buxton 05 General Electric 750 188 1 1951
West Buxton 06 General Electric 4000 263 0.8 1962
Weston 01 General Electric 4312.5 299 1 1988
Weston 02 General Electric 3000 328 1 1941
Weston 03 General Electric 3000 328 1 1987
Weston 04 General Electric 3000 328 1 1987
Williams 01 General Electric 7000 670 0.87 1939
Williams 02 General Electric 6000 670 0.92 1950
Wyman 01 General Electric 24000 1115 0.9 1955
Wyman 02 General Electric 2400 1115 0.9 1956/1/
Wyman 03 General Electric 2400 1115 0.9 1969
</TABLE>
/1/Wyman 2 and Gulf Island 1 generator life extensions were performed in 1990
and 1996 respectively. Life extensions are scheduled when testing indicates
that the windings are in reasonably sound condition but external insulation
needs repairing and rewedging is required. The Rotor is removed, the winding
cleaned, fieldpoles rebuilt and individual coils coated with an electrical
insulating paint.
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT (CONT.)
HYDRO EXCITERS
<TABLE>
<CAPTION>
STATION MANUFACTURER DESCRIPTION TYPE DATE INSTALLED
<S> <C> <C> <C> <C>
Androscoggin #3 General Electric Exciter #1 Direct 1928
Androscoggin Lower General Electic Exciter #1 Direct 1950
Bar Mills Westinghouse Exciter #1 Direct 1956;SVR1988
Bar Mills Westinghouse Exciter #2 Direct 1956
Bates Lower General Electic Exciter #1 Belt 1925
Bates Lower General Electic Exciter #2 Belt 1925
Bates Upper General Electic Exciter #1 Belt 1912
Bates Upper General Electic Exciter #2 Belt 1912
Bates Upper General Electic Exciter #3 Belt 1912
Bonny Eagle Basler Exciter #1 Static 1991
Bonny Eagle Basler Exciter #2 Static 1992
Bonny Eagle General Electric Exciter #3 Static 1993
Bonny Eagle CMP Exciter #4 Static 1996
Bonny Eagle Basler Exciter #5 Static 1995
Bonny Eagle CMP Exciter #6 Static 1996
Brunswick Siemens Exciter #1 Static 1982
Brunswick Siemens Exciter #2 Static 1983
Brunswick Siemens Exciter #3 Static 1983
Cataract General Electric Exciter #1 Direct 1937;SVR1981
Continential Mills General Electric MotorGenerator #1 Belt 1920
Deer Rips Basler Exciter #1 Static 1986
Deer Rips Basler Exciter #2 Static 1986
Deer Rips Basler Exciter #3 Static 1989
Deer Rips Basler Exciter #4 Static 1990
Deer Rips Basler Exciter #5 Static 1987
Deer Rips Basler Exciter #6 Static 1992
Deer Rips Basler Exciter #7 Static 1988
Deer Rips General Electric Exciter #8 Hydro Direct 1923
Fort Halifax General Electric Exciter #1 Belt 1908
Fort Halifax General Electric Exciter #2 Belt 1908
Gulf Island General Electric Exciter #1 Direct 1954;SVR1995
Gulf Island General Electric Exciter #2 Direct 1954;SVR1995
Gulf Island General Electric Exciter #3 Direct 1954;SVR1995
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT (CONT.)
HYDRO EXCITERS (CONT.)
<TABLE>
<CAPTION>
STATION MANUFACTURER DESCRIPTION TYPE DATE INSTALLED
<S> <C> <C> <C> <C>
Harris General Electric Exciter #1 Direct 1954;SVR1997
Harris General Electric Exciter #2 Direct 1954;SVR1996
Harris General Electric Exciter #3 Direct 1955;SVR1995
Harris General Electric Exciter #4 Direct 1955
Hill Mill General Electric MotorGenerator #1 Belt 1922
Hiram Allis Chalmers Exciter #1 Direct 1917;SVR1991
Hiram Siemens Exciter #2 Static 1984
Ledgemere Made Inhouse Exciter #1 Static
Lockwood Basler Exciter #1 Static 1994
Lockwood Basler Exciter #2 Static 1994
Lockwood Basler Exciter #3 Static 1994
Lockwood Basler Exciter #4 Static 1994
Lockwood Basler Exciter #5 Static 1994
Lockwood Basler Exciter #6 Static 1994
Lockwood Siemens Exciter #7 Static 1989
Lower Kerar Falls Made Inhouse Exciter #1 Static
Middle Kezar Falls Made Inhouse Exciter #1 Static
Monty Westinghouse Exciter #1 Static 1990
Monty Westinghouse Exciter #2 Static 1990
NKL
NKL
North Gorham Allis Chalmers Exciter #1 Direct 1925
North Gorham Allis Chalmers Exciter #2 Direct 1925
Oakland (M2) Allis Chalmers Exciter #1 Direct 1924
Rice Rips (M3) General Electric Exciter #1 Direct 1918
Shawmut General Electric Exciter #1 Static 1989
Shawmut General Electric Exciter #2 Static 1989
Shawmut General Electric Exciter #3 Static 1989
Shawmut General Electric Exciter #4 Static 1989
Shawmut SIEM-ALLIS Exciter #5 Static 1989
Shawmut SIEM-ALLIS Exciter #6 Static 1989
Shawmut Siemens Exciter #7 Static 1982
Shawmut Siemens Exciter #8 Static 1982
Skelton General Electric Exciter #1 Direct 1948;SVR1988
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(iii) LIST OF MAJOR HYDRO EQUIPMENT (CONT.)
HYDRO EXCITERS (CONT.)
<TABLE>
<S> <C> <C> <C> <C>
Skelton General Electric Exciter #2 Direct 1948;SVR1988
Union Gas (M5) General Electric Exciter #1 Direct 1924
Upper Kezar Falls Made Inhouse Exciter #1 Direct
West Buxton Basler Exciter #1 Static 1995
West Buxton Basler Exciter #2 Static 1995
West Buxton General Electric Exciter #3 Belt 1920;SVR1995
West Buxton General Electric Exciter #4 Belt 1907;SVR1995
West Buxton Basler Exciter #5 Static 1995
West Buxton General Electric Exciter #6 Direct 1927;SVR1995
Weston General Electric Exciter #1 Direct 1920;SVR1997
Weston General Electric Exciter #2 Direct 1920;SVR1997
Weston General Electric Exciter #3 Direct 1920;SVR1997
Weston General Electric Exciter #4 Direct 1923
Williams General Electric Exciter #1 Direct 1939;SRV1992
Williams General Electric Exciter #2 Direct 1950;SRV1992
Wyman Basler Exciter #1 Static 1996
Wyman Basler Exciter #2 Static 1997
Wyman General Electric Exciter #3 Direct 1930
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(v) LIST OF HYDRO BOATS, VEHICLES AND MISCELLANEOUS EQUIPMENT (CONT.)
LEWISTON FALLS HYDROELECTRIC FACILITY (FERC #2302) (CMP/UWPC CO. LICENSES
OF LEWISTON FALLS (MONTY CANAL)
The following list of major equipment is equipment owned and operated by
Union Water Power Company as a joint licensee/owner of the Lewiston Falls
project with Central Maine Power Company. This equipment is associated with
UWP's operation and maintenance of the Lewiston Canal System and Lewiston
Falls Dam.
TYPE YEAR DESCRIPTION LOCATION
Truck 1978 Chevy C-50 Lewiston Falls
Truck 1992 Ford Club Pick-Up Lewiston Falls
Truck 1993 Ford 150 Pick-Up Lewiston Falls
Tractor 1987 John Deere JD 855 Lewiston Falls
Work Boat 1994 Custom-Made 25Hp Lewiston Falls
<PAGE>
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
(v) LIST OF HYDRO BOATS, VEHICLES AND MISCELLANEOUS EQUIPMENT
See Excel file "hydboat1" (spreadsheet Sch. 1.1(a)(32)) (LeBlanc) for worksheets
on boats and vehicles/misc. equipment.
<PAGE>
SCHEDULE 1.1(a)(33) -- INFORMATION SYSTEMS HARDWARE AND SOFTWARE
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES (CONT.)
LIST OF CAPITALIZED SPARE PARTS
See Excel file doc. "generation spare parts"
<PAGE>
SCHEDULE 1.1(a)(33) -- INFORMATION SYSTEMS HARDWARE AND SOFTWARE
SCHEDULE 1.1(a)(33) - HYDRO FACILITIES
(iii) LIST OF MAJOR HYDRO EQUIPMENT (CONT.)
GULF ISLAND OXYGENATION PROJECT (GIPOP)
Central Maine Power Company owns a 14% interest in the Gulf Island
Oxygenation Project located in Greene, Maine. Major equipment owned by the
partnership at the facility in Greene is described in the following Table.
<TABLE>
<CAPTION>
EQUIPMENT NUMBER MANUFACTURER NET TYPE YEAR
OF UNITS CAPACITY INSTALLED
<S> <C> <C> <C> <C> <C>
Oxygen Tanks 2 -- 13,000 gal. Welded Steel 1991
Vaporizers 4 Thermax 120,000 Model TF6410-HF 1991
lbs/day(max)
Oxygen Diffusers 324 Aersystems Inc. 73,000 Ceramic with SS 1991
lbs/day(typ.) Steel Plenums
Control Building 1 Building 20 x 24 Pre-Eng. Metal 1991
Technologies Inc.
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) -- INFORMATION SYSTEMS HARDWARE AND SOFTWARE
HYDRO FACILITIES: LICENSE TRANSFER STATUS SOFTWARE VENDOR
SOFTWARE PRODUCT [To be completed]
(SCHEDULE 1.1 (A)(27))
Real Time Hydro Central Maine Power
Optimization Model
Hydro Database Central Maine Power
Relay Database Central Maine Power
Production Budget Planner Central Maine Power
RTU (remote terminal units) Leeds and Northrop
PLC GE Fanuc (the Lean
Company)
Panel Mate Fluke
Fluke (oscilloscope) Fluke
Canal Control Software SDI Systems Inc.
(Union Water Power Co)
CMP.Restructure.djc.Schedule 1 (LeBlanc) Hardware and Software
<PAGE>
SCHEDULE 1.1(a)(33) -- INFORMATION SYSTEMS HARDWARE AND SOFTWARE
HARDWARE PRODUCTS
Hydro Stations
(SCHEDULE 1.1 (a)(33))
PC 2693 River Modeling
PC 1631 SQL Tester
PC 1732 The EAR - Satellite Receiving
Bonny Eagle - Cisco 2505 Router, NEC N6450
CSU
Gulf Island - Cisco 2505 Router
Southern Hydro - Cisco 2505 Router, 2 NEC
N6450 CSUs, Generic 8 port ethernet hub
Western Hydro HQ - Cisco 2501 Router,
Cabletron SEHI - 24 ethernet hub
Weston Hydro - Cisco 2505 Router, NEC N6450
CSU
<PAGE>
Schedule 1.1(a)(33) -- Capitalized Spare Parts
<TABLE>
<S> <C> <C> <C> <C> <C>
Location: 034 Northern Area Hydro - Wyman Hydro (007)
- -----------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ---------- --- ---
332990 0101-0102 Heater side Taintor Gate 91-9130 1 Ea.
332990 0201-0202 Heater side Taintor Gate 91-9130 1 Ea.
332990 0201-0202 Heater Side Broom Gate 91-9132 1 Ea.
Sub-total:
Location: 034 Northern Area Hydro - Shawmut Hydro (016)
- -------------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ---------- --- ---
333390 0201-0202 Low Speed Gear & Shaft Assembly 91-9000 1 Ea.
333390 0101-0102 High Speed Pinion & Shaft Assembly 91-9001 1 Ea.
Sub-total:
Location: Southern Area Hydro - Hiram Hydro (017)
- -------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ---------- --- ---
333990 0101-0103 Shoe Guide Bearing #2 (Set of 10) 91-9120 1 Set
333990 0106-0108 Shoe Thrust Bearing #2 (Set of 10) 91-9121 1 Set
333990 0112-0114 Sleeve Main Shaft Lower Turbine Bearing 91-9122 1 Ea.
333990 0115-0116 Gate Wicket With Bushing #2 91-9123 1 Ea.
333990 0117-0118 Lever Gate Stem With Dowels Unit #2 91-9124 1 Ea.
333990 0109-0111 Rotor Pole & Coil Assembly #2 91-9125 1 Ea.
Sub-total:
</TABLE>
Page 3
<PAGE>
Schedule 1.1(a)(33) -- Capitalized Spare Parts
<TABLE>
<S> <C> <C> <C> <C> <C>
Location: Southern Area Hydro - Cataract Hydro (029)
- ----------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ----- ---- --- ---
332990 0101-0102 Cables-Fish Hopper 91-9160 1 Ea.
332990 0201-0203 Elec. Freq. Drive Impulse GI-Adjustable 91-9161 1 Ea.
Sub-total:
Location: Southern Area Hydro - West Buxton Hydro (019)
- -------------------------------------------------------
Item No. Sequence Description Stock CodeQty U/M
- -------- -------- ----------- ----- ---- --- ---
334990 0101-0102 Breaker Vacuum Tube 91-9150 1 Ea.
Location: Southern Area Hydro - Skelton Hydro (028)
- ---------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ----- ---- --- ---
333990 0102-0103 Generator Air Cooler (Set of 2) 91-9151 1 Set
333990 0104-0107 Generator Thrust Bearing (Set of 4) 91-9152 1 Set
333990 201 Generator Thrust Bearings 91-9153 1 Ea.
Sub-total:
Location: Southern Area Hydro - Bonny Eagle Hydro (018)
- -------------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ----- ---- --- ---
333990 101 Transformer 91-9020 1 Ea.
</TABLE>
Page 4
<PAGE>
Schedule 1.1(a)(33) -- Capitalized Spare Parts
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Location: Western Area Hydro - Brunswick Hydro (056)
- ----------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ----- ---- --- ---
333990 0101-0102 Gate Lever Turbine Part 91-9100 1 Ea.
333990 0201-0202 Wicket Gate Turbine part 91-9101 1 Ea.
333990 301 Assy Scr Power Siemens Allis - Unit 1 91-9102 1 Ea.
333990 401 Assy Scr Power Siemens Allis - Unit 1 91-9102 1 Ea.
333990 0501-0502 Assy Scr Power Siemens Allis - Unit 1 91-9102 1 Ea.
333990 0601-0602 Assy Scr Power Siemens Allis - Unit 1 91-9102 1 Ea.
333990 603 Assy Scr Power Siemens Allis - Unit 1 91-9102 1 Ea.
333990 604 Assy Scr Power Siemens Allis - Unit 1 91-9102 1 Ea.
333990 0703-0706 Converter Exc DC-DC 125-24 Voc Siemens - Units 2 & 3 91-9103 1 Ea.
333990 0808-0811 Converter Exc DC-DC 125-24 Voc Siemens - Units 2 & 3 91-9103 1 Ea.
333990 812 Converter Exc DC-DC 125-24 Voc Siemens - Units 2 & 3 91-9103 1 Ea.
333990 1505-1506 Generator Part Guide Bearing Coupling - Units 2 & 3 91-9104 1 Ea.
333990 1001-1003 Seal Oil Inner Generator Part - Units 2 & 3 91-9105 1 Ea.
333990 1115-1119 Seal Oil Outer Generator Part - Units 2 & 3 91-9106 1 Ea.
333990 1315-1319 Seal Oil Inner Generator Part - Units 2 & 3 91-9108 1 Ea.
333990 1401-1403 Bearing End Cover Generator Part - Units 2 & 3. 91-9109 1 Ea.
333990 1601-1602 Turbine Taper Bore Bearing 91-9111 1 Ea.
Sub-total:
Location: Western Area Hydro - Monty Hydro (070)
- ------------------------------------------------
Item No. Sequence Description Stock Code Qty U/M
- -------- -------- ----------- ----- ---- --- ---
333990 1007-1009 Turbine Sleeve/Shaft 91-9140 1 Set
333990 1001-1003 Turbine Guide Bearing (Set of 4) 91-9141 1 Ea.
333990 1004-1006 Turbine Wicket Gate & Stem 91-9142 1 Ea.
333990 1010-1012 Turbine Gate Stem Lever 91-9143 1 Ea.
333990 1013-1014 Generator Stator Coil 91-9144 1 Ea.
333990 1015-1018 Generator Stationary Wearing Parts Of Thrust Bearing 91-9145 1 Set
333990 1019-1021 Generator Babbitted Shoe Parts For Guide Bearing 91-9146 1 Ea.
Sub-total:
Total Hydro:
</TABLE>
Page 5
<PAGE>
SCHEDULE l.l(a)(33) - HYDRO FACILITIES (CONT.)
(v) List of Hydro Boats, Vehicles and Miscellaneous Equipment
Hydro Boats
<TABLE>
<CAPTION>
Registr. Expir. Serial Excise Book
No. Number Date Make Number Year Length Hull HP Tax Value Location
- --- ------ ---- ---- ------ ---- ------ ---- -- --- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3311X ########Homemade 900194 1994 22 3 25 $17.50 $19,647 Northern Hydro
2 4173S ########Jon Boat 05L788 1988 14 3 10 $5.00 $692 Southern Hydro
3 464LL ########Homemade 121294 1994 22 3 60 $17.50 $16,812 Western Hydro
4 482LL ########Custom 950894 1994 22 3 50 $17.50 $16,958 Southern Hydro
5 5244S ########Mirrocra 0974 1974 14 3 25 $6.50 $238 Northern Hydro
6 5245S ########Mirrocra 0974 1974 14 3 10 $5.00 $238 Northern Hydro
7 5246S ########Mirrocra 0974 1974 14 3 7 $5.00 $238 Northern Hydro
8 5247S ########Mirrocra 0974 1974 14 3 7 $5.00 $238 Western Hydro
9 5317V ########Mirrocra 0974 1977 14 3 25 $6.50 $0 Northern Hydro
10 5587R ########Crestlin M751 1975 14 3 10 $5.00 $306 Southern Hydro
11 6203P ########Homemade 121075 1987 16 4 7 1/2 $6.50 $0 Northern Hydro
12 6204P ########Homemade 121094 1987 16 4 20 $6.50 $0 Northern Hydro
13 6206G ########Homemade 121127 1987 16 4 10 $6.50 $0 Northern Hydro
14 6392S ########Duranaut 3M74 1974 14 3 7 $5.00 $0 Northern Hydro
15 6393S ########Duranaut 4M74 1974 14 3 7 $5.00 $0 Northern Hydro
16 6394S ########CMPCO 124840 1966 14 4 7 $5.00 $0 Western Hydro
17 6395S ########CMPCO 124860 1965 20 4 25 $13.50 $0 Western Hydro
18 6612M ########Mirrocra 0787 1987 14 3 20 $5.00 $0 Northern Hydro
----- --
$143.50 $55,367
</TABLE>
Notes:
- ------
1. All boats are equipt with outboard motors.
2. With the exception of boats 9 and 18, all boats are of the open type.
3. With the exception of boat 6 (diesel), all boats are fueled from
conventional gasoline.
4. Hull types are coded as follows: 1 = wood, 2 = fiberglass, 3 = aluminum,
4 = steel, 5 =
5. Book values are as of 12/96.
<PAGE>
SCHEDULE 1.1(a)(33) - Hydro Facilities (Cont.)
(v) List of Hydro Boats, Vehicles and Miscellaneous Equipment (Cont.)
Hydro Vehicles and Miscellaneous Equipment
<TABLE>
<CAPTION>
No. Code # Make Year Model Style Body Equipment Value Location
--- ------ ---- --- ----- ----- ---- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 759701 Worthington 1975 160 Monorotor Mobile Compressor $0 Northern Area Hydro
2 799702 Cleaver 1979 PSM-50 Mobile Steamer $0 Northern Area Hydro
3 826407 GMC 1982 C7D042 2 Ton C&C Rack $0 Northern Area Hydro
4 877002 GMC 1987 TJ8C042 2 1/2 Ton C&C Line HD Derrick $0 Northern Area Hydro
5 889701 J Deere 1987 2355 Tractor $0 Northern Area Hydro
6 893036 Chevrolet 1989 C10703 1/2 Ton PK $0 Northern Area Hydro
7 894008 GMC 1989 TR31003 1 Ton C&C Utility $0 Northern Area Hydro
8 904003 GMC 1990 TK30943 1 Ton C&C Utility $0 Northern Area Hydro
9 906007 GMC 1990 TC7H042 2 Ton C&C 4x4 Dump Snow Plow & Wing $1,896 Northern Area Hydro
10 912006 GMC 1991 TT10653 Compact PK Ext. 4x4 $0 Northern Area Hydro
11 913029 GMC 1991 TK10703 1/2 Ton PK 4x4 $0 Northern Area Hydro
12 914001 Chevrolet 1991 CC31003 1 Ton C&C Dual Utility $0 Northern Area Hydro
13 914002 Chevrolet 1991 CC31003 1 Ton C&C Dual Utility $0 Northern Area Hydro
14 923009 GMC 1992 TG31305 1 Ton Van Compartments $907 Northern Area Hydro
15 933006 GMC 1993 TK10903 1/2 Ton PK 4x4 $2,904 Northern Area Hydro
16 933007 Chevrolet 1993 CG31305 3/4 Ton Van Compartments $3,092 Northern Area Hydro
17 933008 Chevrolet 1993 CG31305 3/4 Ton Van Compartments $3,496 Northern Area Hydro
18 949901 Calkins 1994 CX-1820-4250 Boat Trailer $1,272 Northern Area Hydro
19 953016 GMC 1995 TG31305 3/4 Ton Van 30S Compartments $10,526 Northern Area Hydro
20 979902 Yacht Club 1997 G15B Boat Trailer $0 Northern Area Hydro
21 799901 Snow-Go 1979 3666 Flat Bed Trl 3000# $0 Southern Area Hydro
22 839903 No.East 1983 Mobile Steamer $0 Southern Area Hydro
23 883005 GMC 1988 TK10703 1/2 Ton C&C 4x4 Utility $0 Southern Area Hydro
24 884016 Chevrolet 1988 CR31003 1 Ton C&C Utility $0 Southern Area Hydro
25 887001 GMC 1988 CJ8C042 2 1/2 Ton C&C Line HD Digger $0 Southern Area Hydro
26 894013 GMC 1989 TV31003 1 Ton C&C 4x4 Dump Plow $0 Southern Area Hydro
27 909702 Smith 1990 100 Mobile Compressor $2,479 Southern Area Hydro
28 909703 PowRGard 1990 TS50 Mobile Generator $5,199 Southern Area Hydro
29 914006 GMC 1991 TC31403 1 Ton C&C Utility $0 Southern Area Hydro
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(33) - Hydro Facilities (Cont.)
(v) List of Hydro Boats, Vehicles and Miscellaneous Equipment (Cont.)
Hydro Vehicles and Miscellaneous Equipment
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
30 929903 WellsCar 1992 TW101 Box Trailer $1,082 Southern Area Hydro
31 929906 Magic 1992 CD14T Boat Trailer $150 Southern Area Hydro
32 949902 Calkins 1994 RX-1820-4250 Boat Trailer $1,493 Southern Area Hydro
33 954008 1995 TC30 1 Ton C&C Ext. Cab DW Utility $13,142 Southern Area Hydro
34 974001 Chevrolet 1997 C30943 1 Ton Ext. Cab Utility $20,381 Southern Area Hydro
35 975008 GMC 1997 TC6H042 1 1/2 Ton C&C gas Rack $27,492 Southern Area Hydro
(fish truck)
36 975009 GMC 1997 TC6H042 1 1/2 Ton C&C gas Rack $27,492 Southern Area Hydro
(fish truck)
37 973019 GMC 1997 TK10703 1/2 Ton PK 4x4 $18,202 Southern Area Hydro
38 539901 Tanker 1953 115 Mobile Steamer $0 Western Area Hydro
39 779913 Worthing 1977 BTPFGFAXX Mobile Compressor $0 Western Area Hydro
40 839904 Cox 1983 Boat Trailer $0 Western Area Hydro
41 859702 PSM-50 1985 Mobile Steamer $0 Western Area Hydro
42 879910 Eric 1987 Box Trailer 3000# $73 Western Area Hydro
43 903001 GMC 1990 TG31305 1 Ton Van Compartments $0 Western Area Hydro
44 903062 GMC 1990 TG31305 1 Ton Van Compartments $0 Western Area Hydro
45 904004 GMC 1990 TC31003 1 Ton C&C Utility $0 Western Area Hydro
46 909704 PowRGard 1990 TS130 Mobile Generator $7,650 Western Area Hydro
47 913040 GMC 1991 TG31305 1 Ton Van Compartments $0 Western Area Hydro
48 916006 GMC 1991 TC7H042 2 Ton C&C Dump Rack $0 Western Area Hydro
49 919902 WellsCar 1991 TW101 Box Trailer $897 Western Area Hydro
50 926007 IHC 1992 4900 2 1/2 Ton C&C Platform Crane $2,610 Western Area Hydro
51 933009 Chevrolet 1993 CG31305 3/4 Ton Van $3,496 Western Area Hydro
52 949903 Calkins 1995 RX-1820-4250 Boat Trailer $2,002 Western Area Hydro
53 949904 Corey 1995 7x12 Flatbed Trailer 2000# $1,557 Western Area Hydro
54 954009 GMC 1995 TC30953 1 Ton C&C Ext. Cab DW Utility $13,358 Western Area Hydro
55 974005 Chevrolet 1997 TC31003 1 Ton C&C DW 60 CA Utility $18,445 Western Area Hydro
56 974007 GMC 1997 TK30903 1 Ton C&C 4x4 Utility Plow $21,104 Western Area Hydro
</TABLE>
Notes:
1. Book values are as of 9/97.
<PAGE>
Schedule 1.1(a)(53A)
Listing of Project Maps
-----------------------
Hydro Projects
- --------------
<TABLE>
<CAPTION>
Project Document Number Number of Maps
<S> <C> <C>
1. Bonny Eagle HYDBEAGL8072 3
2. Bar Mills HYDBMILL8015 1
3. Brunswick HYDBRUNS8020 2
4. Cataract/NKL HYDCAT8038 2
5. Ft. Halifax HYDFTH 8060 5
6. Gulf Island/Deer Rips/A-3 HYDGUIS8219 9
7. Hiram HYDHIR8017 3
8. Harris HYDINDP8091 5
9. Kezar Falls (Upper & Lower) HYDKEZLO8003 4
10. Ledgemere HYDLEDGE8002 5
11. Lewiston Falls (Monty/Lewiston Canal System) HYDLEWF8055 5
12. Lockwood HYDLOCK8013 4
13. North Gorham NYDNGM8012 1
14. Oakland HYDOAKL8016 2
15. Rice Rips HYDRICE8020 1
16. Shawmut HYDSHAW8016 5
17. Skelton HYDSKEL8039 2
18. Union Gas HYDUNGAS8013 1
19. West Buxton HYDWBUXT8062 2
20. Weston HYDWES8102 5
21. Williams HYDWILL8050 5
22. Wyman HYDWYST8218 5
</TABLE>
Fossil Projects
- ---------------
<TABLE>
<S> <C> <C>
1. Mason FOSMAS8095 1
2. W.F. Wyman FOSWFW8051 5
</TABLE>
<PAGE>
SCHEDULE 1.1(a)(57)
SELLER REQUIRED CONSENTS
General and Refunding Mortgage Indenture between CMP and The First National Bank
of Boston, Trustee (State Street Bank and Trust Company successor trustee) dated
as of April 15, 1976, as amended and supplemented
Credit Agreement dated as of October 23, 1996, among CMP and certain banks (The
First National Bank of Boston and The Bank of New York, Managing Agents), as
amended
Loan Agreement between CMP and Finance Authority of Maine ("FAME"), dated as of
October 19, 1994
Trust Indenture between FAME and Shawmut Bank, N.A., dated as of October 19,
1994
Limited Guaranty Agreement between AVEC and FAME, dated as of October 26, 1994
Mortgage, Security Agreement and Financing Statement between AVEC and FAME dated
as of October 26, 1994
Security Agreement between AVEC and FAME dated as of October 26, 1994
Installment Sale Agreement between The Town of Yarmouth, Maine, and CMP, dated
as of June 1, 1977 ($10,250,000 Polution Control Revenue Bonds, 1977 Series A)
Trust Indenture between The Town of Yarmouth, Maine, and Casco Bank & Trust
Company, dated as of June 1, 1977(1977 Series A Revenue Bonds)
Installment Sale Agreement between The Town of Yarmouth Maine, and CMP dated as
of December 1, 1978 ($1,000,000 Pollution Control Revenue Bonds, 1978 Series A)
Trust Indenture between the Town of Yarmouth, Maine, and Casco Bank & Trust
Company, dated as of December 1, 1978 (1978 Series A Revenue Bonds)
Merimil Limited Partnership Agreement and related financing documents, including
Mortgage and Security Agreement from The Merimil Limited Partnership to Norstar
Bank of Maine (now Fleet Bank of Maine), dated December 5, 1986, securing
Promissory Note in the original amount of $7,500,000; Collateral Assignment of
Contracts and Security Agreement dated December 5, 1986, from Merimil to said
bank; Financing Statement dated December 5, 1986, from Merimil to said bank; and
Loan Modification Agreement dated as of January 31, 1989, between Merimil and
Fleet Bank of Maine.
Modification Agreement dated as of January 31, 1989 between Merimil and Fleet
Bank of Maine.
<PAGE>
Unit Exchange Agreement with Northeast Utilities regarding 150 MW at Wyman
station, Unit 4
Software Licenses, as noted on Schedule 1.1(a)(27) and (33).
Rights of First Refusal described on the following page
<PAGE>
SCHEDULE 1.1(a)(65)
MISCELLANEOUS PERMITS (NON-ENVIRONMENTAL):
WYMAN STEAM:
FAA Stack Lighting (authorization)
Boiler Operating Permits (annual issuance by State of Maine)
Asbestos Removal Permits (time limit defined upon issuance)
MASON:
FAA for the microwave tower ("ownership" is Telecommunications not Mason)
Boiler Operating Permits (4)
HYDROS:
Boiler Operating Permits (3 portable steam generators for clearing ice from
gates)
AVEC:
Boiler Operating Permit
FAA Stack Lights
FCC Radio Licenses
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
HYDRO PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
Bar Mills CMP Saco DEP Waste Discharge W000581-57-A-R 5/24/1990
Bar Mills CMP Saco FERC License 2194 6/30/2005
Bar Mills CMP Saco NPDES ME0001244
Bonny Eagle CMP Saco DEP 401 certification L-17650-33-F-N
Bonny Eagle CMP Saco DEP Waste Discharge W000579-57-A-R 5/24/1990
Bonny Eagle CMP Saco FERC License 2529 12/31/1993
Bonny Eagle CMP Saco NPDES ME0001171
Brunswick CMP Androscoggin DEP 401 certification 03-4458-05030 2/28/2029
Brunswick CMP Androscoggin DEP Waste Discharge W000571-57-B-R 1/04/1995
Brunswick CMP Androscoggin FERC License 2284 2/28/2029
Brunswick CMP Androscoggin NPDES ME0022721
Cataract CMP Saco DEP 401 certification L-016084-B-Z 11/30/2029
Cataract CMP Saco DEP Waste Discharge W000584-57-B-R 4/24/1995
Cataract CMP Saco NPDES ME0001228
Cataract (includes East CMP Saco FERC License 2528 11/30/2029
& West Channel and
Springs & Bradbury)
Fort Halifax CMP Sebasticook DEP 401 certification L-17551-C-N
<CAPTION>
PROJECT NAME NOTES
<S> <C>
Bar Mills Application filed 3/23/1990 (1)
Bar Mills
Bar Mills Application filed 3/23/1990
Bonny Eagle Will expire when new FERC license expires. FERC application pending.
Bonny Eagle Application filed 3/23/1990 (1)
Bonny Eagle Application filed 12/16/1991 (4)
Bonny Eagle Application filed 3/23/1990
Brunswick
Brunswick (1)
Brunswick
Brunswick Application filed 10/25/1989
Cataract
Cataract (1)
Cataract Application filed 11/27/1989
Cataract (includes East
& West Channel and
Springs & Bradbury)
Fort Halifax Expires when new FERC license expires.
</TABLE>
Schedule 1.1(a)(65) Page 1 of 6
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
1. DEP has orally informed CMP that DEP no longer intends to issue individual
waste discharge permits for CMP's hydroelectric facilities and has requested
that CMP not file further application for these permits. DEP plans to initiate a
"permit by rule" proceeding for such waste discharges.
2. There is no longer a discharge. NPDES application should be withdrawn.
3. M-1,M-2,M-3 and M-5 are subject to pending FERC proceeding regarding
whether they are FERC jurisdictional projects. They may not need a FERC license,
in which case the application will be withdrawn.
4. Operating under annual license.
<PAGE>
SCHEDULE 1.1(a)(65)
HYDRO PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
Fort Halifax CMP Sebasticook FERC License 2552 12/31/1993
Fort Halifax CMP Sebasticook NPDES
Gulf Island CMP Androscoggin FERC License 2283 12/31/1993
Gulf Island CMP Androscoggin NPDES
Gulf Island (includes CMP Androscoggin DEP 401 certification Pending
G.I., Deer Rips, and
Andro #3)
Hiram CMP Saco DEP 401 certification 02/49-7780-05010 11/30/2022
Hiram CMP Saco DEP Waste Discharge W000582-57-B-R 4/23/1996
Hiram CMP Saco FERC License 2530 11/30/2022
Hiram CMP Saco NPDES ME0001147 12/31/1989
Indian Pond (Harris) CMP Kennebec DEP Waste Discharge W000572-57-B-R 12/21/1995
Indian Pond (Harris) CMP Kennebec FERC License 2142 12/31/2001
Indian Pond (Harris) CMP Kennebec NPDES ME0001236
Kezar Falls CMP Ossipee DEP 401 certification L-11192-B-A 9/30/2030
Kezar Falls CMP Ossipee FERC License 9340 9/30/2030
Ledgemere CMP Little Ossipee DEP 401 certification L-010699-A-N
Ledgemere CMP Little Ossipee FERC Exemption 8788
<CAPTION>
PROJECT NAME NOTES
<S> <C>
Fort Halifax Application filed 11/21/1991 (4)
Fort Halifax Application filed 3/18/1992
Gulf Island Application filed 12/10/1991 (4)
Gulf Island Application filed 1/31/1992
Gulf Island (includes Application refiled 11/14/1996
G.I., Deer Rips, and
Andro #3)
Hiram
Hiram (1)
Hiram
Hiram Application filed 6/16/1989
Indian Pond (Harris) (1)
Indian Pond (Harris) Application to be filed 12/31/1999
Indian Pond (Harris) Application filed 4/24/1990
Kezar Falls
Kezar Falls
Ledgemere No Expiration Date
Ledgemere No Expiration Date. Notification of transfer to be filed by new owner.
</TABLE>
Schedule 1.1(a)(65) Page 2 of 6
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though such
amendments and modifications are not separately listed herein.
1. DEP has orally informed CMP that DEP no longer intends to issue individual
waste discharge permits for CMP's hydroelectric facilities and has requested
that CMP not file further application for these permits. DEP plans to initiate a
"permit by rule" proceeding for such waste discharges.
2. There is no longer a discharge. NPDES application should be withdrawn.
3. M-1, M-2, M-3 and M-5 are subject to pending FERC proceeding regarding
whether they are FERC jurisdictional projects. They may not need a FERC license,
in which case the application will be withdrawn.
4. Operating under annual license.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
HYDRO PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
Lewiston Falls CMP/UWP Androscoggin DEP Waste Discharge W007658-57-B-R 6/20/1995
Lewiston Falls CMP/UWP Androscoggin FERC License 2302 8/31/2026
Lewiston Falls CMP/UWP Androscoggin NPDES ME0023621
Lewiston Falls CMP Lewiston Canal NPDES
Lewiston Falls CMP Lewiston Canal NPDES
Lewiston Falls CMP Lewiston Canal NPDES
Lewiston Falls CMP Lewiston Canal NPDES
Lewiston Falls CMP Lewiston Canal NPDES
Lewiston Falls (includes CMP/UWP Androscoggin DEP 401 certification L-009206-35-A-N 8/31/2026
Lew. Falls, Bates Upper
& Lower, Andro Lower,
Lew. Canal)
Lockwood Merimil Kennebec DEP 401 certification L-010121-A-N 4/30/2004
Lockwood Merimil Kennebec DEP Waste Discharge W006703-53-A-N 8/30/1999
Lockwood Merimil Kennebec FERC License 2574 4/30/2004
Lockwood Merimil Kennebec NPDES ME0023540
Messalonskee (includes CMP Messalonskee DEP 401 certification L-17585-D-N
M-1, M-2, M-3, M-5)
<CAPTION>
PROJECT NAME NOTES
<S> <C>
Lewiston Falls (1)
Lewiston Falls
Lewiston Falls Application filed 10/25/1989
Lewiston Falls Lewiston Canal; Application filed 10/18/1991
Lewiston Falls Bates Upper; Application filed 10/18/1991
Lewiston Falls Bates Lower; Application filed 9/16/1991
Lewiston Falls Andro Lower; Application filed 6/25/1991
Lewiston Falls Application filed 1/10/1992
Lewiston Falls (includes
Lew. Falls, Bates Upper
& Lower, Andro Lower,
Lew. Canal)
Lockwood
Lockwood Application filed 6/19/1990 (1)
Lockwood
Lockwood Application filed 11/4/1988
Messalonskee (includes Will expire when new FERC license expires.
M-1, M-2, M-3, M-5)
</TABLE>
Schedule 1.1(a)(65) Page 3 of 6
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
1. DEP has orally informed CMP that DEP no longer intends to issue individual
waste discharge permits for CMP's hydroelectric facilities and has requested
that CMP not file further application for these permits. DEP plans to initiate a
"permit by rule" proceeding for such waste discharges.
2. There is no longer a discharge. NPDES application should be withdrawn.
3. M-1,M-2,M-3 and M-5 are subject to pending FERC proceeding regarding
whether they are FERC jurisdictional projects. They may not need a FERC license,
in which case the application will be withdrawn.
4. Operating under annual license.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
HYDRO PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
Messalonskee (includes CMP Messalonskee FERC License (3) 2556, 2557, 2559 12/31/1993
M-1, M-2, M-3, M-5)
North Gorham CMP Presumpscot DEP 401 certification L-17475-A-N 1/01/2024
North Gorham CMP Presumpscot FERC License 2519 1/01/2024
North Gorham CMP Presumpscot NPDES
Oakland (M-2) CMP Messalonskee DEP Waste Discharge W000585-57-H-R 5/24/1990
Oakland (M-2) CMP Messalonskee NPDES ME0001163
Rice Rips (M-3) CMP Messalonskee DEP Waste Discharge W000577-57-B-R 8/03/1995
Rice Rips (M-3) CMP Messalonskee NPDES ME0001252
Shawmut CMP Kennebec DEP 401 certification 08-7046-25120 1/31/2021
Shawmut CMP Kennebec DEP Waste Discharge W000580-53-B-R 7/19/1995
Shawmut CMP Kennebec FERC License 2322 1/31/2021
Shawmut CMP Kennebec NPDES ME0001201
Skelton CMP Saco DEP 401 certification L-17483-33-F-N
Skelton CMP Saco DEP Waste Discharge W000578-57-A-R 5/24/1990
Skelton CMP Saco FERC License 2527 12/31/1993
Skelton CMP Saco NPDES ME0001180
<CAPTION>
PROJECT NAME NOTES
<S> <C>
Messalonskee (includes Application filed 11/25/1991 (4)
M-1, M-2, M-3, M-5)
North Gorham
North Gorham
North Gorham Application filed 12/31/1991
Oakland (M-2) Application filed 3/20/1990 (1)
Oakland (M-2) Application filed 3/22/1990
Rice Rips (M-3) (1)
Rice Rips (M-3) Application filed 4/23/1990
Shawmut
Shawmut (1)
Shawmut
Shawmut Application filed 3/21/1990
Skelton Will expire when new FERC license expires.
Skelton Application filed 1/19/1990 (1)
Skelton Application filed 12/9/1991 (4)
Skelton Application filed 1/19/1990
</TABLE>
Schedule 1.1(a)(65) Page 4 of 6
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
1. DEP has orally informed CMP that DEP no longer intends to issue individual
waste discharge permits for CMP's hydroelectric facilities and has requested
that CMP not file further application for these permits. DEP plans to initiate a
"permit by rule" proceeding for such waste discharges.
2. There is no longer a discharge. NPDES application should be withdrawn.
3. M-1, M-2, M-3 and M-5 are subject to pending FERC proceeding regarding
whether they are FERC jurisdictional projects. They may not need a FERC license,
in which case the application will be withdrawn.
4. Operating under annual license.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
HYDRO PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
Union Gas (M-5) CMP Messalonskee DEP Waste Discharge W000768-57-B-R 8/03/1995
Union Gas (M-5) CMP Messalonskee NPDES ME0022021
West Buxton CMP Saco DEP 401 certification L-013212-A-N 12/31/2017
West Buxton CMP Saco DEP Waste Discharge W000576-53-B-R 3/28/1996
West Buxton CMP Saco FERC License 2531 12/31/2017
West Buxton CMP Saco NPDES ME00021491
Weston CMP Kennebec DEP 401 certification L-17472-A-N
Weston CMP Kennebec DEP Waste Discharge W000583-57-A-R 5/24/1990
Weston CMP Kennebec FERC License 2325 12/31/1993
Weston CMP Kennebec NPDES ME0001210
Williams CMP Kennebec DEP 401 certification L-011141-08-C-N 12/31/2017
Williams CMP Kennebec DEP Waste Discharge W000574-57-B-R 8/20/1995
Williams CMP Kennebec FERC License 2335 12/31/2017
Williams CMP Kennebec NPDES ME0001198
Wyman Hydro CMP Kennebec DEP 401 certification L-17333-D-N
Wyman Hydro CMP Kennebec DEP Waste Discharge W000573-57-B-R 7/19/1995
<CAPTION>
PROJECT NAME NOTES
<S> <C>
Union Gas (M-5) (1)
Union Gas (M-5) Application filed 3/20/1990
West Buxton
West Buxton (1)
West Buxton
West Buxton Application filed 4/23/1990
Weston Will expire when new FERC license expires.
Weston Application filed 4/19/1990 (1)
Weston Application filed 11/19/1991 (4)
Weston Application filed 4/19/1990
Williams
Williams (1)
Williams
Williams Application filed 4/25/1990
Wyman Hydro Will expire when new FERC license expires.
Wyman Hydro (1)
</TABLE>
Schedule 1.1(a)(65) Page 5 of 6
* All Permits Assignable Upon Regulatory Approval.
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
1. DEP has orally informed CMP that DEP no longer intends to issue individual
waste discharge permits for CMP's hydroelectric facilities and has requested
that CMP not file further application for these permits. DEP plans to initiate a
"permit by rule" proceeding for such waste discharges.
2. There is no longer a discharge. NPDES application should be withdrawn.
3. M-1, M-2, M-3 and M-5 are subject to pending FERC proceeding regarding
whether they are FERC jurisdictional projects. They may not need a FERC license,
in which case the application will be withdrawn.
4. Operating under annual license.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
HYDRO PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE NOTES
<S> <C> <C> <C> <C> <C> <C>
Wyman Hydro CMP Kennebec FERC License 2329 12/31/1993 Application filed 12/6/1991 (4)
Wyman Hydro CMP Kennebec NPDES ME0001155 Application filed 4/24/1990
</TABLE>
Schedule 1.1(a)(65) Page 6 of 6
* All Permits Assignable Upon Regulatory Approval.
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
1. DEP has orally informed CMP that DEP no longer intends to issue individual
waste discharge permits for CMP's hydroelectric facilities and has requested
that CMP not file further application for these permits. DEP plans to initiate a
"permit by rule" proceeding for such waste discharges.
2. There is no longer a discharge. NPDES application should be withdrawn.
3. M-1, M-2, M-3 and M-5 are subject to pending FERC proceeding regarding
whether they are FERC jurisdictional projects. They may not need a FERC license,
in which case the application will be withdrawn.
4. Operating under annual license.
<PAGE>
SCHEDULE 1.1 (a)(65)
FOSSIL PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT**
<S> <C> <C> <C>
Mason Station CMP Acid Rain Program Phase II Permit
Application
Mason Station CMP EPA NPDES Permit
Mason Station CMP EPA Stormwater Permit Application
Mason Station CMP MDEP Air Emission License
Mason Station CMP MDEP Oil Discharge Prevention and
Pollution Control License
Mason Station CMP MDEP Waste Discharge License
Wyman Station CMP Abbreviated License Application for
Hazardous Waste Facility (Aerosol Can
Puncturing and Recycling)
Wyman Station CMP Acid Rain Program Phase II Permit
Application
Wyman Station CMP DEP 401 Certification
Wyman Steam CMP EPA Hazardous Waste Generator ID
Number
Wyman Steam CMP EPA NPDES Permit
Wyman Steam CMP MDEP Air Emission
Wyman Steam CMP MDEP Oil Discharge Prevention and
Pollution Control License
<CAPTION>
PROJECT NAME PERMIT NUMBER EXPIRATION DATE NOTES
<S> <C> <C> <C>
Mason Station Application filed 10/27/97
Mason Station ME0000256 9/30/1991 Application filed 4/17/1990 (1)
Application Filed 9/25/92
Mason Station
Mason Station A-196-74-B-R 5/08/2000
Mason Station O-341-91-B-R 7/15/1999
Mason Station W-000599-43-D-R 7/18/2002
Wyman Station Application filed 5/8/97
Wyman Station Application Filed 12/19/95
Wyman Station DEP 401 Certification
Wyman Steam MED043250109 No Expiration Date
Wyman Steam ME0000272 3/31/2001
Wyman Steam A-388-71-A-R 12/27/2000
Wyman Steam O-308-91-B-R 10/04/1998
</TABLE>
Schedule 11(a)(65) Page 1 of 2
* All permits Assignable Upon Regulatory Approval
** Includes all Amendements and Modifications to Listed Permits, even though
such amendements and modifications are not separately listed herein.
1. Application for NPDES permit filed with EPA. Existing permit in effect until
action taken on the application.
<PAGE>
SCHEDULE 1.1 (a)(65)
FOSSIL PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT**
<S> <C> <C> <C>
Wyman Steam CMP MDEP Site Location of Development
Wyman Steam CMP Permit
MDEP Waste Discharge License
<CAPTION>
PROJECT NAME PERMIT NUMBER EXPIRATION DATE NOTES
<S> <C> <C> <C>
Wyman Steam L-834-24-H-M No Expiration Date. Application for
transfer to be filed by purchaser and seller.
Wyman Steam W000634-44-BR-R 1/28/1996 Timely application for renewal of license
submitted. Expired license carries forward
until a new license is issued.
</TABLE>
Schedule 11(a)(65) Page 2 of 2
* All permits Assignable Upon Regulatory Approval
** Includes all Amendements and Modifications to Listed Permits, even though
such amendements and modifications are not separately listed herein.
1. Application for NPDES permit filed with EPA. Existing permit in effect until
action taken on the application.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC Maine Air Emission License A-181-72-F-A/R 3/24/2002
AVEC AVEC MDEP Wastewater Discharge W007365-57-B-R 10/28/1999
License
AVEC AVEC Site Location of Development L-10784-24-A-N
Order
AVEC AVEC Site Location of Development L-10784-24-N-M
Order
AVEC AVEC USEPA NPDES Wastewater ME0023329 6/21/2001
Discharge License & Individual
Permit for Stormwater
AVEC AVEC Wood ash Program Approval S-20091-SE-A-N
AVEC AVEC Wood Ash Utilization Program S-20091-62-A-N 1/10/1995
Approval (Solid Waste Order)
AVEC AVEC Fort Fairfield Underground Storage Tank #18487
Registration
AVEC AVEC (Albert Brewer) Wood Ash Utilization Program- S-20192-56-A-P
Active Ash Utilization
Sites/Permits
AVEC AVEC (Albon Roy) Wood Ash Utilization Program- S-21213-SK-A-P
Active Ash Utilization
Sites/Permits
AVEC AVEC (Bernice Henderson) Wood Ash Utilization Program- S-20446-56-A-P
Active Ash Utilization
Sites/Permits
AVEC AVEC (David Griffith) Wood Ash Utilization Program- S-20197-56-A-P
Active Ash Utilization
Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S> <C>
AVEC
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
AVEC
AVEC Still a valid permit. DEP has not issued a new permit to date.
AVEC 1 - 4000 gallon double-walled cathodically protected tank
(diesel fuel) installed 10/1/92
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
</TABLE>
Schedule 1.1(a)(65) Page 1 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC (David Henderson) Wood Ash Utilization Program- S-20091-56-A-N
Active Ash Utilization Sites/Permits
AVEC AVEC (Doug Carlisle) Wood Ash Utilization Program- S-20449-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Ed Plissey) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
AVEC AVEC (Eugene Pelkey) Wood Ash Utilization Program- S-021660-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Eugene Pelkey) Wood Ash Utilization Program- S-021660-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Giles Michaud) Wood Ash Utilization Program- S-20293-56-B-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Giles Michaud) Wood Ash Utilization Program- S-20293-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Greg Smith) Wood Ash Utilization Program- S-20667-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Greg Ward) Wood Ash Utilization Program- S-20691-56-C-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Greg Ward) Wood Ash Utilization Program- S-20691-56-B-P
Active Ash Utilization Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S> <C>
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
</TABLE>
Schedule 1.1(a)(65) Page 2 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC (Greg Ward) Wood Ash Utilization Program- S-20691-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Jody Pelkey) Wood Ash Utilization Program- S-021704-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Joe Rozynski) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
AVEC AVEC (John Beckwith & Son) Wood Ash Utilization Program- S-20911-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Jon Durepo) Wood Ash Utilization Program- S-20948-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Ken Hill) Wood Ash Utilization Program- S-021714-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Lynn White) Wood Ash Utilization Program- S-20319-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Lynn White) Wood Ash Utilization Program- S-20452-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Maine Public Service) Wood Ash Utilization Program- S-20212-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (McCain Foods) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S>
AVEC No Expiration Date
AVEC
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
</TABLE>
Schedule 1.1(a)(65) Page 3 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC (Melvin Nehring) Wood Ash Utilization Program- S-20164-61-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Mike Findlen) Wood Ash Utilization Program- S-20891-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Mike LaVoie) Wood Ash Utilization Program- S-20448-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Mike Tweedie) Wood Ash Utilization Program- S-20713-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Mike/Joe Findlen) Wood Ash Utilization Program- S-20891-56-B-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Peter Powers) Wood Ash Utilization Program- S-20225-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Pierre LaPlant) Wood Ash Utilization Program- S-20812-SK-B-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Pierre LaPlant) Wood Ash Utilization Program- S-20812-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Ramon Beaulieu) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
AVEC AVEC (Richard Hawksley) Wood Ash Utilization Program- S-021670-SK-A-P
Active Ash Utilization Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S> <C>
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
AVEC No Expiration Date
</TABLE>
Schedule 1.1(a)(65) Page 4 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC (Robert Bubar) Wood Ash Utilization Program- S-20165-61-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Robert Pooler) Wood Ash Utilization Program- S-021671-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Roger Beaulieu) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
AVEC AVEC (Roger Bubar) Wood Ash Utilization Program- S-20340-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Ronald Guerrette) Wood Ash Utilization Program- S-021661-SK-A-N 11/05/2001
Active Ash Utilization Sites/Permits
AVEC AVEC (Ronald Guerrette) Wood Ash Utilization Program- S-021646-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Ronald Moir) Wood Ash Utilization Program- S-21326-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Ruel Flannery) Wood Ash Utilization Program- S-20261-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Sam Niblett) Wood Ash Utilization Program- S-20229-56-B-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Sam Niblett) Wood Ash Utilization Program- S-20229-56-C-P
Active Ash Utilization Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S> <C>
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
AVEC No Expiration Date
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
</TABLE>
Schedule 1.1(a)(65) Page 5 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC (Sam Niblett) Wood Ash Utilization Program- S-20229-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Steve Bubar) Wood Ash Utilization Program- S-20853-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Steve Ulman) Wood Ash Utilization Program- S-07739-SI-C-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Tarry Knight) Wood Ash Utilization Program- S-21162-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Terry Gregg) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
AVEC AVEC (Thibeau Seed Farms) Wood Ash Utilization Program- S-20568-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Thibeau Seed Farms) Wood Ash Utilization Program- S-20568-56-B-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Thompson Potato Co.) Wood Ash Utilization Program- S-012588-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Tom & Fred Bubar) Wood Ash Utilization Program- S-20912-SK-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Walter & Mike Corey) Wood Ash Utilization Program- S-20318-56-A-P
Active Ash Utilization Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S> <C>
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
AVEC No Expiration Date
</TABLE>
Schedule 1.1(a)(65) Page 6 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
BIOMASS PERMITS*
<TABLE>
<CAPTION>
PROJECT NAME PERMIT HOLDER LOCATION TYPE OF PERMIT** PERMIT NUMBER EXPIRATION DATE
<S> <C> <C> <C> <C> <C>
AVEC AVEC (Warren Grass) Wood Ash Utilization Program-
Active Ash Utilization Sites/Permits
AVEC AVEC (Wathen Farms Inc.) Wood Ash Utilization Program- S-20692-56-A-P
Active Ash Utilization Sites/Permits
AVEC AVEC (Wathen Farms Inc.) Wood Ash Utilization Program- S-20692-SK-B-P
Active Ash Utilization Sites/Permits
<CAPTION>
PROJECT NAME NOTES
<S> <C>
AVEC
AVEC No Expiration Date
AVEC No Expiration Date
</TABLE>
Schedule 1.1(a)(65) Page 7 of 7
* All Permits Assignable Upon Regulatory Approval
** Includes all Amendments and Modifications to Listed Permits, even though
such amendments and modifications are not separately listed herein.
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
SUBMERGED LANDS LEASES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN LICENSOR LICENSEE DATE DOCUMENT DOCUMENT NOTES
TYPE CENTER #
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CAPE STREAM
MASON STATION
WISCASSET MAINE, STATE OF, BUREAU CMP MARCH 17, 1992 LEASE SUBMERGED LANDS, USE: WATER
OF PUBLIC LANDS INTAKE & DISCHARGE, PIER
FACILITIES; FACILITIES FOR
AQUACULTURE & ENVIRONMENTAL
STUDIES
</TABLE>
Schedule 1.1(a)(65) Page 1 of 2
<PAGE>
31-Oct-97
SCHEDULE 1.1(a)(65)
SUBMERGED LANDS LEASES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN LICENSOR LICENSEE DATE DOCUMENT DOCUMENT NOTES
TYPE CENTER #
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
WYMAN STATION
YARMOUTH MAINE, STATE OF, CMP MARCH 17, 1992 LEASE FOSWFW8004 SUBMERGED LANDS, USE: OIL BOOM
BUREAU OF PUBLIC LANDS
</TABLE>
Schedule 1.1(a)(65) Page 2 of 2
<PAGE>
SCHEDULE 1.1(a)(65)
MISCELLANEOUS PERMITS (NON-ENVIRONMENTAL):
WYMAN STEAM:
FAA Stack Lighting (authorization)
Boiler Operating Permits (annual issuance by State of Maine)
Asbestos Removal Permits (time limit defined upon issuance)
MASON:
FAA for the microwave tower ("ownership" is Telecommunications not Mason)
Boiler Operating Permits (4)
HYDROS:
Boiler Operating Permits (3 portable steam generators for clearing ice from
gates)
AVEC:
Boiler Operating Permit
FAA Stack Lights
FCC Radio Licenses
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
THE SELLERS WILL RETAIN OWNERSHIP OF CERTAIN ASSETS AS DESCRIBED HERE AND ON THE
FOLLOWING PAGES OF THIS SCHEDULE. ADDITIONAL DETAILS ON THE SYSTEM DIAGRAMS ARE
PROVIDED IN THE CONTINUING SITE/INTERCONNECTION AGREEMENT.
PRIMARY EQUIPMENT:
- ------------------
PRIMARY EQUIPMENT AND FACILITIES WILL BE EXCLUDED IN ACCORDANCE WITH THE SYSTEM
DIAGRAMS AND SHALL CONSIST OF BREAKERS, TRANSFORMERS, BUSSES, CONDUCTORS,
STRUCTURES, JUNCTION BOXES AND ANY OR ALL EQUIPMENT NEEDED, OR USEFUL, TO
SUPPORT THE OPERATIONS, MAINTENANCE AND RELIABILITY OF THE TRANSMISSION AND
DISTRIBUTION SYSTEM.
EXCLUDED LAND IS APPROXIMATELY DESCRIBED IN THE FOLLOWING PAGES.
UNRESTRICTED ACCESS SHALL MEAN AN EASEMENT TO ACCESS THE BUYER'S FACILITIES TO
INSPECT, MAINTAIN, OPERATE, MODIFY, UPGRADE, REPLACE, REPAIR OR TEST ANY OF THE
SELLERS' EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, PRIMARY EQUIPMENT, PROTECTION
SYSTEMS, REVENUE METERING, AND TELECOMMUNICATION SYSTEMS AND TELECOMMUNICATION
NETWORK EQUIPMENT.
PROTECTION SYSTEMS:
- -------------------
PROTECTION SYSTEMS SHALL CONSIST OF ALL ASSOCIATED EQUIPMENT, INCLUDING, BUT NOT
LIMITED TO, PROTECTIVE RELAYS, PANELS AND SWITCHBOARD EQUIPMENT, CONTROLS,
SWITCHES, TEST FACILITIES, INTERCONNECTING WIRING, CABLES, COMMUNICATION
EQUIPMENT, POWER LINE CARRIER EQUIPMENT, TONE EQUIPMENT, AC AND DC PANEL BOARDS,
FAULT RECORDERS, LINE TRAPS, CAPACITY COUPLING VOLTAGE TRANSFORMERS, AND OTHER
RELATED EQUIPMENT NEEDED, OR USEFUL, FOR THE OPERATION, MAINTENANCE AND
RELIABILITY OF THE SELLERS' TRANSMISSION AND DISTRIBUTION SYSTEM. BATTERIES FOR
PROTECTIVE RELAY SYSTEMS ARE EXCLUDED WHERE NOTED.
REVENUE METERING:
- -----------------
REVENUE METERING SHALL CONSIST OF ALL METERING NECESSARY TO MEASURE AND RECORD
THE ENERGY FLOW FROM THE GENERATING PLANTS, INCLUDING, BUT NOT LIMITED TO, WATT-
HOUR METERS (GENERATOR AND STATION SERVICE OR NET), PULSE RECORDERS AND
ASSOCIATED PULSE DEVICES, TEST FACILITIES, ALL INTERCONNECTING WIRING AND
INSTRUMENT TRANSFORMERS.
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL:
- ------------------------------------------------
SCADA RTU'S SHALL CONSIST OF ALL INTERCONNECTING WIRING, TRANSDUCERS AND
ASSOCIATED EQUIPMENT NEEDED FOR THE OPERATION OF THE TRANSMISSION AND GENERATING
SYSTEM SCADA SYSTEMS ARE EXCLUDED IF THEY ARE USED FOR TRANSMISSION SYSTEM
INFORMATION.
TELECOMMUNICATION SYSTEMS AND TELECOMMUNICATION NETWORK:
- --------------------------------------------------------
800 MHZ RADIO SYSTEM - THE 800 MHZ RADIO SYSTEM CONSIST OF A SERIES OF LTR
REPEATERS, VEHICULAR RADIOS, PORTABLE RADIOS, REMOTE CONTROLLERS, WAVEGUIDES,
ANTENNAS, TOWERS AND TOWER FOUNDATIONS, AND ANY OTHER ASSOCIATED HARDWARE AND
SOFTWARE USED TO SUPPORT T&D OPERATIONS, AND FEDERAL COMMUNICATIONS COMMISSION
LICENSES. THIS SYSTEM WILL BE
<PAGE>
RETAINED FOR EXCLUSIVE USE BY THE SELLERS TO SUPPORT T&D OPERATIONS PRESENTLY
SUPPORTED BY THIS SYSTEM.
SHARED TELECOMMUNICATIONS NETWORK (STN) - THE STN IS A TELECOMMUNICATIONS
TRANSMISSION SYSTEMS INTERCONNECTED WITH OTHER REGIONAL UTILITIES FOR INTRA AND
INTER POWER SYSTEM PROTECTION, OPERATION AND ADMINISTRATION. THE STN SYSTEM
CONSISTS OF MICROWAVE RADIO AND FIBER OPTIC SYSTEMS. THE MICROWAVE RADIO SYSTEM
CONSISTS OF POWER SYSTEMS, BATTERIES, REMOTE TERMINAL UNITS, MULTIPLEXORS,
CABINETS AND RACKS, TELEPHONES, FEDERAL COMMUNICATIONS COMMISSION LICENSES,
TOWERS AND TOWER FOUNDATIONS, WAVEGUIDES, ANTENNAS, ANTENNA AND WAVEGUIDE
HARDWARE AND ANY OTHER ASSOCIATED HARDWARE OR SOFTWARE USED TO SUPPORT T&D
OPERATIONS. THE FIBER OPTIC SYSTEM INCLUDES MULITPLEXORS, FIBER MODEMS, CHANNEL
BANKS, TELEPHONES, POWER SYSTEMS, BATTERIES, FIBER OPTIC CABLE, CABINETS AND
RACKS AND ANY OTHER ASSOCIATED HARDWARE AND SOFTWARE USED TO SUPPORT T&D
OPERATIONS. THE STN SYSTEM WILL BE RETAINED FOR EXCLUSIVE USE BY THE SELLERS TO
SUPPORT T&D OPERATIONS PRESENTLY SUPPORTED BY THIS SYSTEM.
FIBER OPTICS SYSTEMS - THE FIBER OPTIC SYSTEMS CONSIST OF FIBER OPTIC CABLES,
MULTIPLEXORS, CHANNEL BANKS, FIBER MODEMS, POWER SYSTEMS, BATTERIES, CABINETS
AND RACKS, TELEPHONES, JUNGLEMUX EQUIPMENT, LIGHTWAVE EQUIPMENT AND ANY OTHER
ASSOCIATED HARDWARE AND SOFTWARE USED TO SUPPORT T&D OPERATIONS. THIS
TELECOMMUNICATIONS TRANSMISSION SYSTEM INTERCONNECTS OUR INTRA COMPANY LOCATIONS
FOR SYSTEM PROTECTION, OPERATIONS AND ADMINISTRATIVE FUNCTIONS. THIS SYSTEM
WILL BE RETAINED FOR EXCLUSIVE USE BY THE SELLERS TO SUPPORT T&D OPERATIONS
PRESENTLY SUPPORTED BY THIS SYSTEM.
** THE ONLY PIECE OF FIBER OPTIC CABLE AND ASSOCIATED EQUIPMENT NOT EXCLUDED is
the fiber cable between Lewiston Hydro Headquarters and Gulf Island.
An easement to operate, patrol, repair, maintain and replace equipment,
structures and appurtenances related to the Telecommunications Systems and
Network, is reserved to the Sellers.
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
ANDROSCOGGIN #3, SUBSTATION #401, CMP SYSTEM DIAGRAM #216A:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #216A
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
ANDROSCOGGIN LOWER, SUBSTATION #402, CMP SYSTEM DIAGRAM #224A:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #224A
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
BAR MILLS HYDRO, SUBSTATION #601, CMP SYSTEM DIAGRAM #362:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #362.
One acre of land to expand the substation to 200 ft x 200 ft [Refer to Exhibit
K Sheet 2]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
BATES LOWER/CONTINENTAL, SUBSTATION #464/410, CMP SYSTEM DIAGRAM #228:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #228
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
BATES UPPER, SUBSTATION #465, CMP SYSTEM DIAGRAM #226:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #226
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protection systems associated with transformer No. 1 and transformer No. 2,
and KT1L and KT2L
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
BONNY EAGLE, SUBSTATION #610, CMP SYSTEM DIAGRAM #314A:
PRIMARY EQUIPMENT:
All equipment and facilities associated with 34.5KV and 12KV substation and
indoor equipment per System Diagram 314A
The land on the island around the substation which is excluded from the FERC
license (very approximately 400 ft square). [Refer to Exhibit G Sheet 2]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with the 34.5KV/12KV substation
located in the generating station
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
BRUNSWICK HYDRO, SUBSTATION #273, CMP SYSTEM DIAGRAM #170:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 34.5KV/12KV substation per
System Diagram #170
The land within the substation fence and approximately three feet beyond the
fence to include the ground mat on all sides. [Refer to Exhibit K Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
LMS and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
CAPE, SUBSTATION #614, CMP SYSTEM DIAGRAM #336:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 115KV/34.5KV substation per
System Diagram #336
The land within the two substation fences and approximately ten feet beyond the
outer fence on all sides. See attached drawing. [Ref. 306-20]
Unrestricted access to all Sellers equipment and facilities
All other facilities and equipment not otherwise listed in the definition of
"Cape Equipment" in the Asset Purchase Agreement
PROTECTION SYSTEMS:
All protective relaying and controls associated with 115KV/34.5KV substation,
except transformer No. 1 and KT1H
Station Battery
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
CATARACT HYDRO, SUBSTATION #615, CMP SYSTEM DIAGRAM #356
FACTORY ISLAND, SUBSTATION #621, CMP SYSTEM DIAGRAM #356:
Primary Equipment:
All equipment and facilities within the 34.5KV/12KV substation per System
Diagram #356
Control house building and all land not in the FERC license in the upper yard
and along Bridge Street, to include Section 192 right of way corridor as shown
on reference drawing. [Ref. Cataract Project Fig. 1]
50KVA station service transformer connected to Bus #3
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
Battery system
All protective relaying associated with 34.5KV/12KV substation
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
DEER RIPS HYDRO, SUBSTATION #412, CMP SYSTEM DIAGRAM #216:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 34.5KV/12KV substation per
System Diagram #216
The land in the substation and ten feet beyond the fence on all sides, except
the upriver side to include thirty feet beyond the existing fence. [Ref.
Exhibit K Sheet 2]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with the 34.5KV/12KV facilities
located in the generating station
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
FORT HALIFAX, SUBSTATION #819, CMP SYSTEM DIAGRAM #22:
Primary Equipment:
All equipment and facilities located within 34.5KV substation per System Diagram
#22
One acre of land around the existing substation to include the existing
substation, to be approximately 200 feet by 200 feet. [Ref. Exhibit K Sheet
1]
One acre of land, on south side of Sebastkook River, around the existing
substation to include the existing substation, to be approximately 200 feet by
200 feet [Ref. Exhibit K Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with K13-1 and K40-1 located in
the generating station
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
LOCKWOOD HYDRO, SUBSTATION #830, CMP SYSTEM DIAGRAM #23:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #23
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
GULF ISLAND, SUBSTATION #417, CMP SYSTEM DIAGRAM #202:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 115KV substation
All equipment and facilities located within the 34.5KV substation yard per
System Diagram #202
An L shaped piece of land to include the land within the so called 115 kv yard,
the land within the so called 33 kv yard, the land extending ten feet beyond
the fences of each and the land formed by extending lines from the ten foot
extended fence lines of each. See attached drawing. [Exhibit K Sheet 1]
Access road to 115KV substation
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with 34.5KV facilities except
KBS1/2 located in the generating station
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Fiber optic cable between 115KV substation and Hydro Head Quarters
Digital radio link and associated equipment to 740 Main Street
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
HARRIS HYDRO, SUBSTATION #823, CMP SYSTEM DIAGRAM #86:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 115KV substation and all
equipment related to 823D2 per System Diagram #86
115KV Bus and Line 222
The right to upgrade and enlarge the Seller's equipment within the existing
substation to meet distribution needs.
Transformer No. 1 and No. 5
Switch 02, 02G, VT1, T1H, T1L, 05
Unrestricted access to all Sellers equipment and facilities
Camp Circuit off D1 Circuit
PROTECTION SYSTEMS:
All Protective relaying and controls associated with Line 222, 823D2 and No. 5
transformer located in the generating station
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Cart 4 system
Microwave system
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
HILL MILL, SUBSTATION #404, CMP SYSTEM DIAGRAM #227:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #227
Unrestricted access to all Sellers equipment and facilities
Transformer No. 1
PROTECTION SYSTEMS:
DT1L relaying
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
HIRAM SUBSTATION #419, CMP SYSTEM DIAGRAM #318:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 34.5KV/12KV substation per
System Diagram #318
Ten feet of land around the existing substation [Exhibit G Sheet 1]
One acre of land to build a substation approximately 200 feet by 200 feet with
access to existing transmission corridors located at top of hill near access
road and main highway to East Hiram. [Exhibit G Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with the 34.5KV substation
breakers K91-3, K170-1, No. 3 transformer and 419D1 located in the generating
station
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
KEZAR FALLS, SUBSTATION #S673 AND 677, CMP SYSTEM DIAGRAM #319:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #319
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
LEDGEMERE, SUBSTATION #672, CMP SYSTEM DIAGRAM #315:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #315
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
LEWISTON, SUBSTATION #426, CMP SYSTEM DIAGRAM #220:
PRIMARY EQUIPMENT:
Everything is excluded, except K144-1 including Bus side disconnects, per System
Diagram #220
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
Everything is excluded except K144-1 relaying and control
REVENUE METERING:
None
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
MASON STATION, SUBSTATION #235, CMP SYSTEM DIAGRAM #150, 150A, 150B:
PRIMARY EQUIPMENT:
All equipment and facilities within the 345KV/115KV and 34.5KV substation,
except T1H, and T2H connecting to the 34.5KV Bus; except 051, 041, 031, 023
and 021 connecting to the 115KV Busses; per System Diagram 150 and 150A
The land within the existing substation and ten feet beyond the existing fence.
The maintenance building (currently used by line and meter and refered to as the
Butler Building) and surrounding land to the substation, and out to the road
and thirty feet on each side. [Ref. 503D-3-3]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying, controls, communication equipment and metering
associated with 345KV/115KV/34.5KV facilities located in the generating
station
Station batteries
REVENUE METERING:
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Microwave equipment, tower and associated equipment
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
MONTY HYDRO, CMP SYSTEM DIAGRAM #222:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #222
Unrestricted access to all Sellers equipment and facilities
426K12 Cable - Auxiliary Station Service Feeder
PROTECTION SYSTEMS:
None
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Copper cable to 134 Main used for communications
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
NKL HYDRO, SUBSTATION #679, CMP SYSTEM DIAGRAM #355:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #355
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
NORTH GORHAM HYDRO, SUBSTATION #637, CMP SYSTEM DIAGRAM #308
PRIMARY EQUIPMENT:
All equipment and facilities within the 34.5KV substation per System Diagram
#308
The existing substation land and the land extending three feet beyond the
existing fence, plus the building next to substation and the access road
between that building and the adjacent generator step up building. [Exhibit
G Sheet 1]
The lot across the street from the existing substation which includes two
Section 189 structures. See attached diagram. [Exhibit G Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with the 34.5KV substation
located in the generating station and building next to substation
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
OAKLAND HYDRO M-2, SUBSTATION # 839, CMP SYSTEM DIAGRAM #30:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 34.5KV/12KV substation per
System Diagram #30
The land within the FERC license on the West side of the road including the
substation land. [Ref. Exhibit K Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
48VDC substation battery
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
RICE RIPS HYDRO M3, SUBSTATION #847, CMP SYSTEM DIAGRAM #32:
Primary Equipment:
All equipment and facilities per System Diagram #32
The land within the substation and extending on all sides to ten feet beyond the
existing fence. [Ref. Exhibit K Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
SHAWMUT HYDRO, SUBSTATION # 852, CMP SYSTEM DIAGRAM #34, 34A:
PRIMARY EQUIPMENT:
All equipment located within the 34.5KV/12KV substation per System Diagram #34
One acre of land to include the existing substation, to be approximately 200
feet by 200 feet, and to include 10 feet beyond the existing fence in a
northwesterly direction, and 20 feet beyond the fence in a southeasterly
direction. [Ref Exhibit G Sheet 3]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All protective relaying and controls associated with the 34.5KV/12KV substation
located in control room in generating station
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
New substation SCADA scheduled for 1997 installation
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
SKELTON, SUBSTATION #662, CMP SYSTEM DIAGRAM #360:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #360
Transmission line lightning arrestor's on station steel structure
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
UNION GAS M5, SUBSTATION #859, CMP SYSTEM DIAGRAM #24:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #24
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
None
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
WEST BUXTON HYDRO, SUBSTATION #672, CMP SYSTEM DIAGRAM #364:
PRIMARY EQUIPMENT:
All equipment and facilities per System Diagram #364
Rights to expand on the surge tank and on Hydro's property
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
Section 183/157 current differential relaying located in upper station and
associated 34.5KV external CT's located in both upper and lower stations
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Fiber optic cable used for relaying, SCADA and phones
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
WESTON HYDRO, SUBSTATION #866, CMP SYSTEM DIAGRAM #36:
PRIMARY EQUIPMENT:
All equipment and facilities across the street from the Hydro within the 34.5KV
substation boundary, except KT1H, Bus No. 1, and Transformer No. 1, per System
Diagram #36.
All land at the T&D substation and including the attached land from South
Channel that extends around the substation and to Weston Street and across
Weston street. [Ref. Exhibit K Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All relaying and control panels located in the Hydro associated with the 34.5KV
substation line breakers and distribution circuits
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
WILLIAMS HYDRO, SUBSTATION #867, CMP SYSTEM DIAGRAM #80:
PRIMARY EQUIPMENT:
All 115KV equipment, except T2H and KG1 Bus side single pole disconnects per
System Diagram #80
Land to include the existing distribution substation, extending at least ten
feet beyond the existing fence in every direction and to total one acre,
approximately 200 feet by 200 feet and abutting the 115 KV line. [Exhibit K
Sheet 2]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
Three overcurrent relays and auxiliary tripping relay used for the protection of
the distribution feed from T3/4H
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
None
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
None
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
W.F. WYMAN STATION, SUBSTATION #218, CMP SYSTEM DIAGRAM #230, 230A, 230B:
PRIMARY EQUIPMENT:
Section 386 dead end structure on line section 386 per System Diagram 230B
Line trap, CCVT's, per System Diagram #230B
All equipment and facilities located within the 115KV/34.5KV substation, except
K10, KG1, KG2, KG3, KT12H per System Diagram #230
All the land within the boundaries substation fence, and extending ten feet
beyond the fence on all sides or up to the building walls.
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
Section 386 protection system located in power station
All protection systems, controls and metering located in the power plant,
associated with the 115KV Bus, 115KV line sections, 34.5KV facilities located
in relay room below control room and located in control room
All 12KV distribution facilities
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Microwave equipment
800MHZ radio equipment
<PAGE>
SCHEDULE 2.2d. EXCLUDED ASSETS
WYMAN HYDRO, SUBSTATION #872, CMP SYSTEM DIAGRAM #82:
PRIMARY EQUIPMENT:
All equipment and facilities located within the 115KV substation fence line,
except 115KV gang operated switch Bus 1/2 and 12KV single pole disconnect
switch on K7, per System Diagram #82
All land within the existing 115KV T&D substation and extending ten feet beyond
the existing fence except the land shall extend 100 feet beyond the South
fence line. [Ref. Exhibit K Sheet 1]
Unrestricted access to all Sellers equipment and facilities
PROTECTION SYSTEMS:
All 115KV Protection systems located in power station
Neutral CT's on generators step-up transformers
Unrestricted access to all Sellers equipment and facilities
REVENUE METERING
All revenue metering
SCADA, DATA ACQUISITION AND SUPERVISORY CONTROL EQUIPMENT:
SCADA RTU and all associated equipment
TELECOMMUNICATIONS SYSTEMS AND TELECOMMUNICATION NETWORK EQUIPMENT:
Fiber optic cable from Route 201 to substation and into plant
<PAGE>
SCHEDULE 2.4 - POTENTIAL CLAIM OR INCIDENT
NONE
<PAGE>
SCHEDULE 5.5 - Certain Changes or Events
None
<PAGE>
Schedule 5.8 - Environmental Matters
Seller has identified the following potential instances of non-compliance
arising under Environmental Permits and Environmental Laws:
a. AIR EXCESS EMISSIONS - WYMAN STATION AND BIOMASS ASSETS
Pursuant to air quality permit requirements, the Seller has filed
quarterly or more frequent emissions reports for certain criteria
pollutants and opacity for the Fossil Assets and Biomass Assets. The
reports must contain, among other information, time periods that air
emissions exceeded any applicable emission rate required by an
Environmental Permit ("Excess Emissions"). The reviewing regulatory
agencies exercise discretion in pursuing any Excess Emissions as
"violations."
Although Excess Emissions have been periodically reported for by
Fossil Assets and the Biomass Assets, since 1993 no such assets have
been the subjects of a Notice of Non-compliance or a Notice of
Violation based on an Excess Emission. The reported Excess Emissions
at the Biomass Assets are, primarily, for opacity. The reported
Excess Emissions at Wyman Station are, primarily, for opacity and NOx.
b. PERMITS AND MAINE WASTE DISCHARGE LICENSES EXCEEDANCES - FOSSIL
ASSETS, BIOMASS ASSETS AND HYDROELECTRIC ASSETS
Pursuant to federal and state licenses, Seller has filed regular
Discharge Monitoring Reports ("DMRs") documenting levels of pollutants
authorized for discharge under those licenses for Fossil Assets,
Biomass Assets, and Hydroelectric Assets. DMRs for Fossil Assets,
Biomass Assets, and Hydroelectric Assets list occasional exceedances
of some license limits for a limited number of parameters. In
addition, there have been occasional failures to monitor for all
parameters or failures to report. The reviewing regulatory agencies
exercise discretion in pursuing any such exceedances and failures as
"violations." As noted in section 3 of this schedule, a number of the
exceedances and failures have been resolved through consent decrees or
orders.
c. NPDES PERMIT - MASON STATION
The NPDES permit for Mason Station includes numerous outfalls, but the
permit does not list the outfall for intake screen wash water. That
outfall is listed in the Maine Waste Discharge license for the
facility.
d. NPDES AND MAINE WATER DISCHARGE REPORTING - CAPE STATION
In the past, NPDES Permit No. ME0000264 and Maine Waste Discharge
License #W000589-53-B-R have had separate reporting requirements. The
NPDES Permit requires monthly monitoring to be reported quarterly.
The Maine Waste
<PAGE>
Discharge License requires an annual report of monitoring. The
discharge is treated stormwater. Due to administrative oversight and
staff changes, the Seller did not monitor or file quarterly reports
with the U.S. Environmental Protection Agency from August 1996 until
June 1997. The Seller reported this issue to the U.S. Environmental
Protection Agency Region 1, Office of Environmental Stewardship, which
stated that this technical violation would not be subject to an
enforcement action.
e. MAINE WASTE DISCHARGE LICENSES - HYDROELECTRIC ASSETS
Seller has applied for or obtained Maine Waste Discharge Licenses for
most of its thermal and occasional low-volume oil discharges
associated with its Hydroelectric Assets (except for seven (7)
facilities). The Maine Department of Environmental Protection
requested that the Seller discontinue its practice of submitting
applications for renewal upon expiration of license because the
Department intends to license these types of discharges in an
alternative fashion, either through a permit by rule, general permit,
exemption, or otherwise. In response to the Department's request,
waste discharge permits for a number of the generating stations have
been allowed to lapse by their terms, and the Department has never
requested the Seller to file applications for renewal. At this time,
the Department has not begun formal rulemaking or adjudication to
license hydroelectric facilities under the Maine Waste Discharge Law.
f. OIL SPILLS - FOSSIL ASSETS, BIOMASS ASSETS, AND HYDROELECTRIC ASSETS
Seller has reported to various regulatory authorities a number of
spills of petroleum products associated with its generating assets.
Seller has not received a Notice of Non-compliance or a Notice of
Violation based on these oil spills, unless otherwise listed in the
documents previously made available to Buyer.
g. UNDERGROUND TANKS - BRUNSWICK HYDROELECTRIC STATION
On the property of the Brunswick Station are two oil storage tanks in
an aboveground bunker. The tanks are now out of service. The tanks
are not registered as underground tanks. Because the Maine
Department of Environmental Protection staff believes the tanks cannot
readily be inspected, the Department has notified the Seller that the
tanks are underground tanks that should be registered with the
Department.
h. FEDERAL AND STATE EMERGENCY PLANNING AND COMMUNITY RIGHT-TO-KNOW
ACTS -- HYDROELECTRIC ASSETS IN ANDROSCOGGIN COUNTY
The federal and state Emergency Planning Community Right to Know Acts
(EPCRAs) require owners and operators of certain regulated facilities
to report to State and local emergency commissions certain chemical
inventories of "hazardous chemicals" as defined under the Hazard
Communication Rule
<PAGE>
promulgated under the Occupational Safety and Health Act of 1970
(OSHA). The Secretary for the Androscoggin County Emergency Planning
Committee, a "Local Emergency Planning Committee" under the EPCRAs,
has requested that the Seller report its use of transformer and
turbine oil covering a number of hydroelectric facilities located in
Androscoggin County pursuant to Maine's chemical reporting
requirements. The Seller has replied that it believes that
transformers and turbines, which by design and end use contain oils or
other material which may be "hazardous chemicals" are, in fact,
"articles" exempt from the requirements of the OSHA Hazard
Communication Rule and, therefore, are exempt from reporting in
chemical inventory reports. Although this issue remains unresolved
with this regulator, Seller believes its actions are consistent with
industry practice and other local emergency response commissions.
i. COMPLIANCE STATUS REPORTS AND COMPLIANCE TASK REPORTS - FOSSIL
ASSETS, BIOMASS ASSETS AND HYDROELECTRIC ASSETS
The Seller created a series of reports variously entitled "Compliance
Status Reports," "Current Compliance Status Reports," "Compliance Task
Reports" and "Completed Compliance Task Reports" for Fossil Assets,
Biomass Assets and Hydroelectric Assets. These reports have been used
for certain internal reporting requirements and reminders. They are
not intended to be comprehensive listings of compliance requirements
under Environmental Laws applicable to these assets. These reports
may include instances of non-compliance but are not intended to
document either compliance or non-compliance with Environmental Laws
or Environmental Permits.
The Seller has identified the following potential properties at which Hazardous
Substances may have come to rest in the environment.
M2 HYDRO SITE
Seller is aware that Hazardous Substances may be located at or near
its M2 Hydroelectric site as a result of lead and coal ash disposed by
a tool foundry previously located at the site. Seller has voluntarily
removed much of the contaminated material from the site and arranged
for disposal in a lawful manner; Seller is awaiting approval from the
Maine Department of Environmental Protection to conclude remedial
activities.
WYMAN STATION
i. GIBSON CONTRACTORS SITE
The Maine Department of Environmental Protection identified a portion
of the property immediately adjacent to the fence line of the Wyman
Station (known as the "Gibson Contractors Site") on its "1997 Maine
Sites List Update." Dated March 1997, the list contains entries for
460 sites across the State of Maine. The
<PAGE>
Gibson Contractors Site may contain ash and other solid waste and
possibly Hazardous Substances. The Gibson Contractors Site, however,
has not been formally designated a Maine Uncontrolled Hazardous
Substance Site and is outside the current fence line of the Wyman
Station. The Gibson Contractors Site is currently listed by the
Department for "no further action," meaning the Department has
determined that it does not anticipate additional work at the site.
ii. FORMER ASH POND AND OIL SAWDUST/SANDGRIT AREA; TANK FARM
Prior to the installation of Unit 4 in 1976, an unlined lagoon had
been used for holding wastewater prior to discharge; the facility
discharged wastewater, ash, tank drains, and ash to the lagoon for
settling. In 1976, new lined lagoons were constructed over the
unlined lagoon, which contained sediment. Hazardous Substances may be
contained in the old lagoon. During excavation in 1992 in the tank
farm area, approximately 50 cubic yards of contaminated soil was were
removed. In sampling monitoring wells around the tank farm, PAHs were
discovered in one well. Hazardous Substances may have come to rest in
this area.
c. MASON STATION
The Maine Department of Environmental Protection identified the "Mason
Station" on its "1997 Maine Sites List Update." Dated March 1997, the
list contains entries for 460 sites across the State of Maine. The
Mason Station property or adjoining areas may contain ash, remnants of
coal piles, petroleum products and possibly Hazardous Substances. The
Mason Station site has not been formally designated a Maine
Uncontrolled Hazardous Substance Site. Further, the list states the
Department's determination of "no further action," meaning the
Department has determined that it does not anticipate additional work
at the site. The list also describes the site as referred to the
Department's Bureau of Remediation and Waste Management, Division of
Oil and Hazardous Facilities Regulation.
3. In the years specified below, the Seller entered into or agreed to the
following consent decrees or orders, or is subject to the following
judgments, decrees, or judicial orders relating to compliance with
Environmental Laws or to investigation or cleanup of Hazardous Substances
under Environmental Laws, that may continue to impose obligations on the
Fossil Assets, Biomass Assets, or Hydroelectric Assets:
a. 1993 Administrative Consent Agreement and Enforcement Order A-
388-71-A (Maine Department of Environmental Protection) (Wyman
Station) (Air Emissions License #1972)
b. 1992 Administrative Consent Agreement and Enforcement Order (Maine
Department of Environmental Protection) (Cape Station) (Air
compliance issue)
c. 1992 Administrative Consent Agreement and Enforcement Order A-
<PAGE>
388-71-A-R (Maine Department of Environmental Protection)
(Wyman Station) (Air Emissions License #1972)
d. 1989 Consent Order, Maine Board of Environmental Protection, Central
Maine Power Company (Wyman Station) (Air and water compliance
issues)
e. 1989 Administrative Consent Agreement and Enforcement Order (Maine
Department of Environmental Protection) (Mason Station) (Waste
Discharge License #599)
f. 1983 Administrative Enforcement Agreement and Board Order (Maine
Department of Environmental Protection) (Mason Station) (Air
Emission License)
<PAGE>
SCHEDULE 5.9 - Material Employment Matters
None.
<PAGE>
SCHEDULE 5.10(A)-LIST OF EMPLOYEE PLANS
Retirement Income Plan for Non-Union Employees (002)
Retirement Income Plan for Retired Union Employees (001)
Employee Welfare Benefits Plan for Retired Employees (502)
Retirement Income Plan for Non-Union Employees (002)
Savings and Investment Plan for Non-Union Employees (004)
Long Term Disability Income Plan for Non-Union Employees (504)
Employee Welfare Benefits Plan for Non-Union Employees (502)
Employee Sickness & Accident Plan for Non-Union Employees (501)
Business Travel Accident Plan for Non-Union Employees (505)
Employee Assistance Program for Non-Union Employees (506)
Educational Assistance for Non-Union Employees (510)
Retirement Income Plan for Part-Time Non-Union Employees (002)
Savings and Investment Plan for Part-Time Non-Union Employees (004)
Employee Welfare Benefits Plan for Part-Time Non-Union Employees (502)
Employee Sickness & Accident Plan for Part-Time Non-Union Employees (501)
Business Travel Accident Plan for Part-Time Non-Union Employees (505)
Employees Assistance Program for Part-Time Non-Union Employees (506)
Educational Assistance for Part-Time Non-Union Employees (510)
Retirement Income Plan for Union Employees (001)
Savings and Investment Plan for Union Employees (005)
Long Term Disability Income Plan for Union Employees (504)
Employee Welfare Benefits Plan for Union Employees (502)
Employee Sickness & Accident Plan for Union Employees (501)
Business Travel Accident Plan for Union Employees (505)
Employee Assistance Program for Union Employees (506)
Educational Assistance for Union Employees (510)
Retirement Income Plan for Part-Time Union Employees (001)
Savings and Investment Plan for Part-Time Union Employees (005)
Employee Welfare Benefits Plan for Part-Time Union Employees (502)
Employee Sickness & Accident Plan for Part-Time Union Employees (501)
Business Travel Accident Plan for Part-Time Union Employees (505)
Employee Assistance Program for Part-Time Union employees (506)
Educational Assistance for Part-Time Union Employees (510)
- --------------------------------------------------------------------------------
3 digit internal reference number
<PAGE>
SCHEDULE 5.10(B) - ERISA NON-COMPLIANCE
NONE
<PAGE>
Schedule 5.11
-------------
REAL ESTATE
SCHEDULE OF TITLE DOCUMENTS AND PERMITTED ENCUMBRANCES
Any property described or identified in Section 2.2 hereof shall not be
included in the Purchased Assets anything to the contrary contained herein
notwithstanding.
Schedule 5.11 (A) Permitted Encumbrances includes without limitation the
following:
1. All matters that would be disclosed by an examination of the title to the
Real Estate at the applicable Registry of Deeds which do not materially
detract from the value of the Purchased Assets as currently used or
materially interfere with the present use of the Purchased Assets and
neither secure indebtedness nor in the aggregate have a Material Adverse
Effect.
2. All matters not of record which would be disclosed by an accurate survey
and inspection of the Real Estate which do not materially detract from the
value of the Purchased Assets as currently used or materially interfere
with the present use of the Purchased Assets and neither secure
indebtedness nor in the aggregate have a Material Adverse Effect.
3. All rights and easements owned or held by any Seller or any of its
Affiliates relating to the transmission and distribution of electric energy
and for communication purposes and all substations, now existing pursuant
to instruments recorded at the applicable Registry of Deeds for the county
where the real property is located.
4. Substations for transmission and distribution with area for expansion
identified in Section 2.2, together with easements for all purposes,
including without limitation access, utility services as described in 33
M.R.S.A. Sec. 458, and access to controls in accordance with Section 3.2 of
the Continuing Site Agreement.
5. The Easements are generally as follows and in accordance with Section 3.2
of the Continuing Site Agreement [DESCRIPTIONS TO BE SUPPLIED IN
SUPPLEMENTAL DOCUMENT]:
a. Transmission line corridors with the width and type of ownership (fee
or easement) the same as that of the corridor outside each Purchased
Asset. The retained easements will have rights in substantially the
form attached hereto as Exhibit 5.11 A. Where the corridor width is
not specified it shall be 35 feet from the centerline of the
transmission line on each side.
b. Additional transmission line corridors identified generally in Section
2.2, the rights in which will be in substantially the form attached
hereto as Exhibit 5.11 A, including without limitation easements for
access and communications.
c. Easements for all distribution lines generally as currently existing
with rights in substantially the form attached hereto as Exhibit 5.11
B, including without limitation easements for access and
communications.
d. Easements for future distribution lines in locations that do not
substantially interfere with Buyer's operations and with Buyer's
consent, which consent shall not be unreasonably withheld. Such
easement rights will be described in substantially the form attached
hereto as Exhibit 5.11 B, including without limitation easements for
access and communications.
<PAGE>
e. Easements for all equipment including without limitation equipment for
telecommunications, SCADA, revenue metering, protection systems, and
related personal property identified as Excluded Assets in Section 2.2
and including without limitation easements for access, maintenance,
repair and replacement of such equipment.
Schedule 5.11 (B) Fossil Facilities Real Property Documents List attached
hereto. The list includes acquisition documents as well as encumbrance
documents for each Seller's period of ownership. Please consult the Project
Maps for the general location of and limits of the Fossil Facilities Real
Property, the Hydroelectric Real Property, the Additional Assets, and the
Excluded Assets.
Schedule 5.11 (C) Hydroelectric Real Property Documents List attached hereto.
The list includes acquisition documents as well as encumbrance documents for
each Seller's period of ownership. Please consult the Project Maps for the
general location of and limits of the Fossil Facilities Real Property, the
Hydroelectric Real Property, the Additional Assets, and the Excluded Assets.
<PAGE>
EXHIBIT 5.11 A
WARRANTY DEED
(EASEMENT)
KNOW ALL MEN BY THESE PRESENTS, THAT , of , County of , State
of Maine, for consideration paid by CENTRAL MAINE POWER COMPANY, a Maine
corporation having a mailing address of 83 Edison Drive, Augusta, Maine 04336,
the receipt of which is hereby acknowledged, does hereby grant unto the said
Central Maine Power Company, its successors and assigns, forever, with warranty
covenants, the perpetual right and easement to erect, bury, construct, maintain,
repair, rebuild, respace, replace, operate, patrol and remove above and below
ground electric, communications and energy transmission lines consisting of
suitable and sufficient poles, cables, pipes and towers with sufficient
foundations together with lines extending upon, within and between the same for
the transmission of energy and intelligence, together with all necessary
fixtures, anchors, guys, crossarms, and other equipment and appurtenances, over,
across, and under my land located in the Town of, County of, State of Maine. The
location of said easement ("Premises") is more particularly described as
follows:
Also conveying to the Grantee, its successors and assigns, the right and
easement, at any time or times, to cut and remove all trees and to clear and
keep clear the Premises of all trees, timber, and bushes growing on the Premises
by such means as the Grantee, its successors and assigns, may select.
Also conveying to the Grantee, its successors and assigns, the right and
easement at any and all times to enter on adjacent land of the Grantor, its
successors, heirs and assigns, for the purpose of cutting or trimming and
removing such tall tree or trees growing outside the limits of the Premises as,
in falling, would, in the judgment of the Grantee, its successors and assigns,
interfere with or endanger the operation and maintenance of any lines
constructed on the Premises.
<PAGE>
The Grantor and executors, successors, administrators, heirs and
assigns, covenants and agrees to and with the Grantee, its successors and
assigns, that they will not erect or permit the erection or maintenance of any
building, road, utilities or other structure of any kind or nature under or upon
the Premises, and will not place any material on, or permit or allow any
material of any kind or nature to accumulate on or be removed from the Premises
if, in the reasonable opinion of the Grantee, its successors and assigns, such
erection, maintenance or action would endanger or interfere with current or
future use of said premises for utility purposes.
IN WITNESS WHEREOF, the said has hereunto set hand(s) and
seal(s) this day of , 199 7.
Signed, Sealed and Delivered Grantor, a _________corporation
in presence of
__________________________________
_________________________
Witness Printed name:
Title:
STATE OF MAINE
ss. _____________________,
1997.
The above named _______________, ________ of the Grantor corporation,
personally appeared before me and acknowledged the above instrument to be
his/her free act and deed in his/her said capacity and the free act and deed of
said Grantor corporation.
_____________________________
Notary Public/Maine Attorney
______________________________
Printed Name
My commission expires:
<PAGE>
EXHIBIT 5.11 B
Form 1199-C
Rev 5/96
CORPORATION EASEMENT DEED
_____________________________________, a ______________________ (state and type)
corporation with a mailing address of _____________________________("GRANTOR"),
for consideration given, grants to CENTRAL MAINE POWER COMPANY, a Maine
corporation having an office at 83 Edison Drive, Augusta, Kennebec County, Maine
04336, and _____________________________________________________________________
Telephone Company, with a mailing address of ___________________________________
and their respective successors and assigns (collectively "GRANTEES"), with
warranty covenants, the right and easement to erect, bury, maintain, rebuild,
respace, operate, patrol and do all other actions involving electric and
communication distribution equipment and facilities, consisting of poles, wires
and cables, together with all necessary fixtures and appurtenances across and
under the surface of the land and/or rights of Grantor in the Town of
___________ , __________________ County, Maine.
The said equipment and facilities are part of a line commencing at
pole/pad ________, _____________________________________________________________
(street and line), ____________________________________ (town), and extending in
a ________________________________ direction, including, but not limited to,
pole(s)/pad(s) ___________________________________, to serve Grantor and
others. This easement affects land and/or rights conveyed to the Grantor in a
deed from _________, dated _________________________________, 19____, and
recorded in the ______________ County Registry of Deeds in Book ____________,
Page _________.
The rights granted herein include the right to cut down and trim trees
and other vegetation and to eliminate or modify the growth of trees, branches
and other vegetation using formulations registered with the Environmental
Protection Agency or its successor, which vegetation, in the judgment of
Grantees, may interfere with the operation and maintenance of its equipment or
facilities; and the right to restrict the construction of buildings, structures
and improvements within 15 feet of its equipment and facilities; and the right
to keep the surface of the ground above its underground cables and other
electrical equipment free from structures, improvements and growth which, in the
judgment of the Grantees, may interfere with the proper operation or maintenance
of said underground cables; and the right to enter upon the land and/or rights
of the Grantor for any and all of the foregoing purposes.
<PAGE>
IN WITNESS WHEREOF, Grantor has caused its duly authorized representative to
sign and seal this Deed on its behalf on _____________________________, 199____.
Signed, Sealed and Delivered
in the presence of: Grantor, a _______corporation
____________________________ _________________________________
witness Printed Name:
Title:
State of ____________________ ________________________________, 199___
_________________________ County, ss.
The above-named ______________________________________,_________________________
____________________ of the Grantor corporation, personally appeared before me
and acknowledged this instrument to be his/her free act and deed in his/her said
capacity, and the free act and deed of said Grantor corporation.
REGISTRY DATA
________________________________________
Notary Public / Attorney
Printed Name:
My Commission Expires:
Project Number:
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Legend: ARCO: Androscroggin Reservoir Company EPA: Environmental Protection Agency
Centse: Central Securities FERC: Federal Energy Regulatory Commission
CMP: Central Maine Power Company GD: guardian deed
CTY: County IND: Indenture
Cumbsec: Cumberland Securities KWP: Kennebec Water Power Company
DEP: Department of Environmental Protection LURC: Land Use Regulatory Commission
Easmt: easement NPDES: National Pollutant Discharge Elimination System
ED: Eminent domain taking P&L: power and light
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------
<S> <C>
Legend: Q: quitclaim deed
QCC: quitclaim with covenant deed
RESV: reservation
R/W or R.O.W.: Right of Way
T: trustee deed
UWP: Union Water Power Company
W: warranty deed
MILL ACT: 38 M.R.S.A. (S) 651 et seq.
- ------------------------------------------------------------
</TABLE>
SCHEDULE 5.11 (B) FOSSIL FACILITIES REAL PROPERTY
Documents listed may include both Project Real Property and Additional
Assets Real Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
MASON STATION*
- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
This generating facility is located in the Town of Wiscasset on the Sheepscot River, and consists of 37+/- acres. the entrance gate
to the site will serve as the boundary of the parcel to be sold and will not continue in a northerly direction in a general
extension of the line through Hilton Pond to the shore of Hilton Cove. An easement twenty feet wide from Hilton Pond to Montsweag
Brook will be granted for the existing water pipe line.
WISCASSET- CMP CUMBERSEC JUNE 18, 1943 451 3 IND FEE
Lincoln
WISCASSET- BERRY, JOSEPH CMP NOVEMBER 26, 444 148 W EASMT
Lincoln A. 1941
WISCASSET- BRADFORD, CMP JANUARY 22, 444 332 W EASMT
Lincoln HARRY, L. 1942
WISCASSET- BURGESS, CMP DECEMBER 4, 439 418 W FEE
Lincoln NANNIE D. 1940
WISCASSET- BUTLER, HENRY CMP DECEMBER 14, 439 477 W FEE
Lincoln F. 1940
WISCASSET- CATON, SADIE A. CMP JANUARY 24, 441 1 GD FEE
Lincoln 1941
WISCASSET- CATON, SADIE CMP DECEMBER 11, 435 430 W FEE
Lincoln A., ET AL 1940
WISCASSET- BAILEY, MARION CMP NOVEMBER 28, 444 147 W EASMT
Lincoln D. 1941
WISCASSET- CMP FOOTER, ARTHUR JANUARY 6, QCC FEE
Lincoln L., ER AL 1941
WISCASSET- CMP MAINE WATER APRIL 1, 1975 838 216 QCC FEE
Lincoln COMPANY
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------
TOWN NOTES
- -------------------------------------------------------------------
MASON STATION*
- --------------
<S> <C>
WISCASSET- SEE PLAN ENTITLED "LAY OUT OF LOTS,
Lincoln CUMBERLAND SECURITIES CORP. LAND,
BIRCHPOINT RD., WISCAS SET, ME"
FEB. 1955.
WISCASSET- RIPARIAN RIGHTS
Lincoln
WISCASSET- RIPARIAN RIGHTS
Lincoln
WISCASSET-
Lincoln
WISCASSET-
Lincoln
WISCASSET- 6/9 INTEREST
Lincoln
WISCASSET- 4/9 INTEREST
Lincoln
WISCASSET- RIPARIAN RIGHTS
Lincoln
WISCASSET-
Lincoln
WISCASSET- TRIANGULAR PARCEL LOCATED ON
Lincoln SOUTHWESTERLY SIDE OF BIRCH POINT RD.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 511(B) Page 1 of 9
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ------------------------------------------------------------------------------------------------------------------------------------
MASON STATION*
- --------------
<S> <C> <C> <C> <C> <C> <C>
WISCASSET-Lincoln CMP MAINE WATER COMPANY JULY 22, 1975 QCC
WISCASSET-Lincoln CMP CUSHING, FRANK S., ET AL JANUARY 19, 1970 QCC
WISCASSET-Lincoln CMP WISCASSET WATER DISTRICT JULY 3, 1985 QCC
WISCASSET-Lincoln BAILEY, LOUISE I. CMP NOVEMBER 10, 1941 440 389 W
WISCASSET-Lincoln CMP MACQUESTON, ROBERT C. FEBRUARY 4, 1960 IND
WISCASSET-Lincoln CMP NUTE, ETHEL L. SEPTEMBER 2, 1941 Q
WISCASSET-Lincoln CMP BARKER, RICHARD N., ET AL MARCH 3, 1955 Q
WISCASSET-Lincoln HOLBROOK, ELIZA W.,ET AL CMP FEBRUARY 1, 1941 441 32 W
WISCASSET-Lincoln JEWETT, ALLEN K. CMP NOVEMBER 24, 1941 444 153 W
WISCASSET-Lincoln McKENNEY, CARRIE G. CMP DECEMBER 9, 1940 439 479 W
WISCASSET-Lincoln MDEP CMP PERMIT
WISCASSET-Lincoln MDEP CMP PERMIT
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
MASON STATION*
- --------------
<S> <C> <C>
WISCASSET-Lincoln FEE CORRECTIVE DEED TO APRIL 1, 1975 DEED RECORDED IN 838/216
WISCASSET-Lincoln FEE
WISCASSET-Lincoln FEE EXCEPTED 40-FT RAILROAD SPUR LINE LOCATED ACROSS PARCEL CONVEYED
WISCASSET-Lincoln FEE
WISCASSET-Lincoln FEE & EASMT NORTHERLY OF ROUTE 1; CMP RESERVED EASMT FOR PIPE LINE ACROSS PROPERTY FOR TRANSPORTATION
OF WATER FROM MONTSWEAG BROOK TO HILTON POND; CONVEYED RIGHT TO USE SPRING ON SOUTHEASTERLY
SIDE OF ROUTE 1; CONVEYED RIGHT FOR SEWER PIPE LINE & SEPTIC TANK ON GRANTOR'S LAND ON
NORTHWESTERLY SIDE OF ROUTE 1.
WISCASSET-Lincoln FEE
WISCASSET-Lincoln FEE SOUTHEASTERLY OF ROUTE 1
WISCASSET-Lincoln FEE
WISCASSET-Lincoln EASMT RIPARIAN RIGHTS
WISCASSET-Lincoln FEE
WISCASSET-Lincoln MDEP AIR EMISSION LICENSE #A-196-74-B-R
WISCASSET-Lincoln MDEP WASTE DISCHARGE LICENSE #W-000599-43-D-R
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(B) Page 2 of 9
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------
MISSION STATION*
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
WISCASSET-Lincoln CMP CURTIS, CARROLL APRIL 14, 1960 IND FEE
A.
WISCASSET-Lincoln CMP PIERCE JULY 1, 1996 LEASE
ASSOCIATES, INC.
WISCASSET-Lincoln MAINE CENTRAL CMP OCTOBER 3, 1941 AGREEMENT
RAILROAD
WISCASSET-Lincoln CUMBSEC WISCASSET, TOWN OF APRIL 17, 1963 Q EASMT
WISCASSET-Lincoln WHITE, EDITH B. CMP DECEMBER 27, 1940 435 448 W FEE
(ERASTUS
FOOTE HEIRS)
WISCASSET-Lincoln VENOS, FANNIE CMP JANUARY 4, 1941 435 468 W FEE
WISCASSET-Lincoln FLOOD, ANNA A., CMP OCTOBER 27, 1942 449 105 Q FEE
ET AL
WISCASSET-Lincoln FLOOD, LEON G. CMP OCTOBER 29, 1959 559 55 W FEE
WISCASSET-Lincoln FULLERTON, CMP NOVEMBER 19, 1941 444 333 W EASMT
MARY J.
WISCASSET-Lincoln GROVER, FRED CMP NOVEMBER 25, 1941 444 152 W EASMT
G., ET AL
WISCASSET-Lincoln HAM, MAURICE CMP DECEMBER 8, 1941 444 334 W EASMT
WISCASSET-Lincoln HAMLIN, CMP JANUARY 17, 1942 444 386 W EASMT
RAYMOND D.
WISCASSET-Lincoln DUTTON, ROSE A. CMP NOVEMBER 25, 1941 444 149 W EASMT
WISCASSET-Lincoln LEWIS, IRVING R. CMP JANUARY 7, 433 325 Q FEE
1941
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------
MISSION STATION*
- ---------------
<S> <C>
WISCASSET-Lincoln 3 PARCELS BORDERING MONTSWEAG BROOK;
EXCEPTED EASMT FOR USE OF 20-FT WIDE PRIVATE
ROAD ACROSS PARCELS; EXCEPTED ALL RIPARIAN
& WATER RIGHTS ON MONTSWEAG BROOK;
RESERVED PERPETUAL RIGHT TO OVERFLOW &
BACKFLOOD PARCELS #2 3; CONVEYED RIGHT TO
VIOLA MAY SEAVEY BEANE (HEIRS & ASSIGNS) TO
TAKE WATER FROM SPRING LOCATED ON PARCEL
#3; EXCEPTED RIGHTS FOR DISTRIBUTION LINES;
CONVEYED EASMT TO PASS & REPASS ALONG 20-FT
WIDE RIGHT OF WAY
WISCASSET-Lincoln CONSTRUCTION & MAINTENANCE OF AQUCULTURE
FACILITY
WISCASSET-Lincoln PERMISSION TO LAY & MAINTAIN 6" WATER PIPE
WISCASSET-Lincoln UNDERGROUND DRAINAGE PIPE, EASMT TO BE 10
FT WIDE & 100 FT LONG
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln SPRING LOCATED ON PROPERTY WAS ALSO
CONVEYED
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real 31-Oct-97
Property and Additional Assets Real Property
that may be severed pursuant to Section 7.4(f)
and Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(B) Page 3 of 9
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -------------------------------------------------------------------------------------------------------------------------------
MASON STATION*
- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
WISCASSET-Lincoln MERRY, LINCOLN B, CMP JANUARY 13, 1942 440 492 W EASMT
WISCASSET-Lincoln NEW ENGLAND BRICK CO. CMP DECEMBER 18, 1940 439 476 Q FEE
WISCASSET-Lincoln LEWIS, IRVING R. CMP OCTOBER 30, 1959 559 57 W FEE
WISCASSET-Lincoln SEVEY, LAWRENCE R. CMP FEBRUARY 9, 1942 444 582 W FEE
WISCASSET-Lincoln ERSKINE, ALTON CMP NOVEMBER 19, 1941 444 151 W EASMT
WISCASSET-Lincoln WILSON, E. D., ET. AL. CMP NOVEMBER 25, 1941 444 154 W EASMT
WISCASSET-Lincoln WING, HARRY E. CMP JANUARY 14, 1942 444 335 W EASMT
WISCASSET-Lincoln WISCASSET, INHABITANTS OF CMP MARCH 14, 1942 440 561 W EASMT
THE TOWN OF
WISCASSET-Lincoln BAILEY, LOUISE I. CMP FEBRUARY 6, 1941 441 93 W FEE
WISCASSET-Lincoln FOOTER, ARTHUR L., ET AL CMP JANUARY 8, 1941 439 510 Q FEE
WISCASSET-Lincoln BAILEY, MELVIN A., ET AL CMP OCTOBER 30, 1959 559 54 W FEE
WISCASSET-Lincoln AMES, ALTON E. CMP FEBRUARY 3, 1942 440 490 W EASMT
WISCASSET-Lincoln BAILEY, GLADYS E. CMP JANUARY 13, 1942 440 491 W EASMT
WISCASSET-Lincoln BAILEY, J. GOULD CMP NOVEMBER 24, 1941 444 146 W EASMT
WISCASSET-Lincoln BAILEY, LOUISE I. CMP JULY 5, 1946 466 337 W FEE
WISCASSET-Lincoln MDEP CMP PERMIT
WISCASSET-Lincoln NICHOLS LEANDER B. CMP JANUARY 24, 1942 444 387 W EASMT
<CAPTION>
- -----------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------
MASON STATION*
- --------------
<S> <C>
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln RIPARIAN RIGHTS
WISCASSET-Lincoln
WISCASSET-Lincoln MDEP OIL DISCHARGE PREVENTION #0-341-91-B-R
WISCASSET-Lincoln RIPARIAN RIGHTS
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real 31-Oct-97
Property and Additional Assets Real Property
that may be severed pursuant to Section
7.4(f) and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(B) Page 4 of 9
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
MANSON STATION*
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WISCASSET- EPA CMP PERMIT EPA NPDES PERMIT #ME0000256;
Lincoln APP, FILED APRIL 17, 1990
WISCASSET- MARINE, STATE CMP MARCH 17, 1992 LEASE EASMT SUBMERGED LANDS, USE: WATER
Lincoln OF, BUREAU OF INTAKE & DISCHARGE, PIER
PUBLIC LANDS FACILITIES; FACILITIES FOR
AQUACULTURE & ENVIRONMENTAL
STUDIES
WOOLWICH- JEWETT, ALLEN CMP NOVEMBER 24, 225 149 W EASMT RIPARIAN RIGHTS
Sagadahoc K. 1941
WOOLWICH- BAILEY, J CMP NOVEMBER 28, 225 217 W EASMT RIPARIAN RIGHTS
Sagadahoc GOULD, ET AL 1941
WOOLWICH- BUTLER, HENRY CMP NOVEMBER 4, 440 364 W FEE EASEMENT ALSO ACQUIRED FOR
Sagadahoc F. 1941 RIPARIAN RIGHTS
WOOLWICH- BAILEY, LOUISE CMP NOVEMBER 10, 224 361 Q FEE 1 ROD WIDE STRIP OF LAND
Sagadahoc 1941 BORDERING MONTSWEAG BROOK
WOOLWICH- BRADFORD, CMP JANUARY 22, 225 215 W EASMT RIPARIAN RIGHTS
Sagadahoc HARRY L. 1942
WOOLWICH- COLBY, CMP DECEMBER 15, 225 216 W EASMT RIPARIAN RIGHTS
Sagadahoc MAURICE D. 1941
WOOLWICH- BEANE, VIOLA CMP NOVEMBER 13, 227 30 W FEE
Sagadahoc MAE 1941
WOOLWICH- BAILEY, PERCY CMP NOVEMBER 19, 225 151 W EASMT RIPARIAN RIGHTS
Sagadahoc C. 1941
WOOLWICH- BAILEY, CMP NOVEMBER 24, 285 151 W EASMT RIPARIAN RIGHTS
Sagadahoc ASBURY G. 1941
WOOLWICH- BAILEY, MARION CMP NOVEMBER 26, 225 149 W EASMT RIPARIAN RIGHTS
Sagadahoc D. 1941
WOOLWICH- GROVER, FRED CMP NOVEMBER 19, 225 102 W EASMT RIPARIAN RIGHTS
Sagadahoc G. CMP 1941
WOOLWICH- BAILEY, J. GOULD CMP NOVEMBER 24, 225 150 W EASMT RIPARIAN RIGHTS
Sagadahoc 1941
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct 97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f)
and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(B) Page 5 of 9
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
This generation facility is located on Casco Bay in the Town of Yarmouth. Units #1, 2, 3 & 4 are situated at Birch Point.
Substantially all of the area for sale (100+/- acres) is zoned industrial.
<S> <C> <C> <C> <C> <C>
YARMOUTH- CMP, BANGOR DECEMBER 31, AGREEMENT
Cumberland HYDRO, MAINE 1978
PUBLIC
SERVICE, ET AL
YARMOUTH- CMP BUTLER, LINDA JULY 1, 1996 LEASE EASMT
Cumberland
YARMOUTH- MAINE, STATE CMP MARCH 17, 1992 LEASE EASMT
Cumberland OF, BUREAU OF
PUBLIC LANDS
YARMOUTH- CMP TRAVERS, KEVIN APRIL 1, 1996 LEASE EASMT
Cumberland
YARMOUTH- CMP POULIN, DECEMBER 1, LEASE EASMT
Cumberland CHRISTOPHER R. 1996
YARMOUTH- CMP YARMOUTH MAY 1, 1959 AGREEMENT
Cumberland WATER DISTRICT
YARMOUTH- CMP YARMOUTH JUNE 7, 1977 IND
Cumberland WATER DISTRICT
YARMOUTH- CMP YARMOUTH OCTOBER 11, IND EASMT
Cumberland WATER DISTRICT 1974
YARMOUTH- MDEP CMP PERMIT
Cumberland
YARMOUTH- EPA CMP PERMIT
Cumberland
YARMOUTH- EPA CMP PERMIT
Cumberland
YARMOUTH- CMP, BANGOR AUGUST 16, AGREEMENT
Cumberland HYDOR, MAINE 1976
PUBLIC
SERVICE, ET AL
YARMOUTH- CMP, BANGOR NOVEMBER 1, AGREEMENT
Cumberland HYDOR, MAINE 1974
PUBLIC
SERVICE, ET AL
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C>
YARMOUTH- UNIT NO.4 - AMENDMENT NO.3 TO AGREEMENT
Cumberland FOR JOINT OWNERSHIP
YARMOUTH- SULE HOUSE AT SPRUCE POINT, COUSINS ISLAND
Cumberland AS RESIDENCE
YARMOUTH- SUBMERGED LANDS, USE: OIL BOOM
Cumberland
YARMOUTH- ELM STREET SUBSTATION HOUSE, 153 WEST ELM
Cumberland ST. FOR RESIDENTIAL ACTIVITIES
YARMOUTH- GOODEY COTTAGE ON GILMAN RD AS RESIDENCE
Cumberland
YARMOUTH- AMENDATORY AGREEMENT TO AGREEMENT DATED
Cumberland 3/26/58
YARMOUTH- CONTRACT FOR WATER PIPELINE
Cumberland
YARMOUTH- SUBMARINE WATER MAIN ACROSS CASCO BAY
Cumberland BETWEEN DRINKWATER POINT AND SANDY POINT
YARMOUTH- MDEP AIR EMISSION #A-388-71-A-R
Cumberland
YARMOUTH- EPA NPDES PERMIT #ME0000272
Cumberland
YARMOUTH- EPA HAZARDOUS WASTE GENERATOR
Cumberland #MEDO43250109
YARMOUTH- UNIT NO.4 - AMENDMENT NO.2 TO AGREEMENT
Cumberland FOR JOINT OWNERSHIP
YARMOUTH- UNIT NO.4 - TRANSMISSION AGREEMENT
Cumberland
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(B) Page 6 of 9
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
TOWN GRANTOR GRANTEE DATE BOOK PAGE
- ---------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C> <C> <C> <C> <C>
YARMOUTH- CMP YARMOUTH, TOWN MAY 20, 1991
Cumberland OF
YARMOUTH- CMP YARMOUTH, TOWN MAY 17, 1991
Cumberland OF
YARMOUTH- MDEP CMP
Cumberland
YARMOUTH- YARMOUTH CMP MAY 1, 1959
Cumberland WATER DISTRICT
YARMOUTH- HARRIGAN, CMP NOVEMBER 29, 12276 130
Cumberland MARGARET A. 1995
YARMOUTH- CMP ENTWISLE, DAVID NOVEMBER 27, 1227 132
Cumberland C., ET AL 1995
YARMOUTH- MDEP CMP
Cumberland
YARMOUTH- CMP INGRAHAM, NOVEMBER 16, 10417 95
Cumberland GARFIELD, ET AL 1992
YARMOUTH- CMP YARMOUTH, TOWN FEBRUARY 5,
Cumberland OF 1991
YARMOUTH- CMP, BANGOR NOVEMBER 1
Cumberland HYDRO, MAINE 1974
PUBLIC
SERVICE, ET AL
YARMOUTH- HAMILTON, CMP JULY 9, 1955 2238 124
Cumberland RALPH E., ET AL
YARMOUTH- HOPKINSON, CMP JUNE 28, 1957 2373 337
Cumberland DAVID B.
YARMOUTH- BROWN, IVA E. CMP AUGUST 12, 2195 76
Cumberland 1954
YARMOUTH- CLARKE, EARLE CMP APRIL 20, 1957 2345 454
Cumberland A., ET AL
YARMOUTH- FINK, NORMAN CMP FEBRUARY 8, 2217 390
Cumberland S., ET AL 1955
YARMOUTH- CMP YARMOUTH, TOWN MAY 17, 1991
Cumberland OF
<CAPTION>
- ----------------------------------------------------------------------------------------------------
TOWN DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C> <C> <C>
YARMOUTH- LEASE LEASE OF BEACH AREA ON EASTERLY SIDE OF
Cumberland HIGHWAY #13
YARMOUTH- AGREEMENT EASMT AGREEMENT FOR CONSERVATION EASMT RELATING TO
Cumberland MCCARTNEY STREET MIDDLE SCHOOL
YARMOUTH- PERMIT MDEP WASTE DISCHARGE LICENSE #W000634-44-BR-R;
Cumberland TIMELY APPLICATION FOR RENEWAL OF LICENSE
SUBMITTED. EXPIRED LICENSE CARRIES FORWARD
UNTIL A NEW LICENSE IS ISSUED.
YARMOUTH- AGREEMENT AMENDATORY AGREEMENT TO AGREEMENT DATED
Cumberland FEBRUARY 1, 1958
YARMOUTH- RELEASE DEED FEE RELEASES ALL INTEREST IN PREMISES CMP
Cumberland ACQUIRED IN BK 3373, PG 177, PARTICULARLY 150'X
150' PARCEL RESERVED THEREIN
YARMOUTH- IND FEE BOUNDARY AGREEMENT
Cumberland
YARMOUTH- PERMIT MDEP OIL DISCHARGE PREVENTION & POLLUTION
Cumberland CONTROL LICENSE #O-308-91-B-R
YARMOUTH- IND FEE BOUNDARY AGREEMENT REGARDING PLACEMENT OF
Cumberland GRANDVIEW AVE
YARMOUTH- LICENSE FOOTPATH FROM WHARF RD. TO ELM STREET
Cumberland
YARMOUTH- AGREEMENT UNIT NO.4 - AGREEMENT FOR JOINT OWNERSHIP
Cumberland
YARMOUTH- Q FEE
Cumberland
YARMOUTH- Q FEE
Cumberland
YARMOUTH- W FEE
Cumberland
YARMOUTH- W FEE
Cumberland
YARMOUTH- W FEE
Cumberland
YARMOUTH- IND EASMT CONSERVATION EASMT IN PERPETUITY, AS AN
Cumberland ABSOLUTE & UNCONDITIONAL GIFT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real 31-Oct-97
Property and Additional Assets Real Property
that may be severed pursuant to Section 7.4(f)
and Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(B) Page 7 of 9
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C> <C> <C> <C> <C>
YARMOUTH-Cumberland HOPKINSON, CMP JULY 29, 1954 2186 426
RALPH S., ET AL
YARMOUTH-Cumberland YARMOUTH CMP FEBRUARY 1,
WATER DISTRICT 1958
YARMOUTH-Cumberland WOODLAND CMP FEBRUARY 8, 2171 283
CAMP, INC. 1954
YARMOUTH-Cumberland YARMOUTH, CMP MAY 9, 1955 2224 233
TOWN OF
YARMOUTH-Cumberland GRANT, HAROLD CMP OCTOBER 18, 2210 67
D. 1954
YARMOUTH-Cumberland YARMOUTH, CMP AUGUST 30, 2188 205
TOWN OF 1954
YARMOUTH-Cumberland GROVES, SETH CMP JULY 12, 1954 2169 450
B., ET AL
YARMOUTH-Cumberland CMP ANASTOS, PETER, DECEMBER 22,
TRUSTEE 1995
YARMOUTH-Cumberland HARRIGAN, CMP FEBRUARY 14, 3373 177
THOMAS P., ET 1973
AL
YARMOUTH-Cumberland CMP YARMOUTH MARCH 26, 1958
WATER DISTRICT
YARMOUTH-Cumberland HINCKLEY, CMP SEPTEMBER 2319 392
MYRNA I. 27, 1956
YARMOUTH-Cumberland HOPKINSON, CMP AUGUST 2, 1954 2166 455
RALPH H.
YARMOUTH-Cumberland SOULE, CMP NOVEMBER 3, 3333 279
MILDRED D. & 1972
HARRY C.
YARMOUTH-Cumberland SOULE CMP NOVEMBER 20, 3153 207
LAWRENCE W., 1970
ET AL
YARMOUTH-Cumberland SOULE, DONALD CMP FEBRUARY 18, 3161 379
E., ET AL 1971
YARMOUTH-Cumberland SOULE, DONALD CMP MAY 26, 1971 3174 680
E., ET AL
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C> <C> <C>
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland AGREEMENT AGREEMENT FOR SUPPLYING FRESH WATER TO
STEAM PLANT
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland Q FEE
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland Q FEE
YARMOUTH-Cumberland ADMINISTRATOR'S FEE 1/3 INTEREST
DEED
YARMOUTH-Cumberland QCC FEE APPROX 4.54 ACRES
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland IND/LEASE LEASE OF VALVE HOUSE & USE OF 30-FT R/W FOR
ACCESS
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland W FEE
YARMOUTH-Cumberland W FEE
</TABLE>
- --------------------------------------------------------------------------------
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4 (f)and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(B) Page 8 of 9
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
YARMOUTH- MORTON, HARRY CMP DECEMBER 10, 2207 189 Q FEE
Cumberland 1954
YARMOUTH- MDEP CMP PERMIT
Cumberland
YARMOUTH- KINSMAN CMP NOVEMBER 5, 2326 8 EXECUTOR'S FEE
Cumberland HELEN R. 1956 DEED
YARMOUTH- CMP, BANGOR JUNE 30, 1975 AGREEMENT
Cumberland HYDRO, MAINE
PUBLIC
SERVICE, ET AL
YARMOUTH- HAMILTON CMP JULY 11, 1955 2274 447 Q FEE
Cumberland RUTH E., ET AL
YARMOUTH- GROVES, SETH CMP JULY 12, 1954 2186 71 W FEE
Cumberland B., ET AL
YARMOUTH- CMP U.S. OF AMERICA OCTOBER 1, LEASE
Cumberland 1996
YARMOUTH- SOULE, CMP OCTOBER 22, 2445 310 W FEE
Cumberland MILDORED D., ET 1958
AT
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
WYMAN STEAM*
- ------------
<S> <C>
YARMOUTH-
Cumberland
YARMOUTH- MDEP SITE LOCATION OF DEVELOPMENT PERMIT #L
Cumberland 834-24-H-M; NO EXPIRATION DATE. APPLICATION FOR
TRANSFER TO BE FILED BY PURCHASER AND
SELLER
YARMOUTH-
Cumberland
YARMOUTH- UNIT NO. 4 - AMENDMENT NO. 1 TO AGREEMENT
Cumberland FOR JOINT OWNERSHIP
YARMOUTH-
Cumberland
YARMOUTH- 2/3 INTEREST
Cumberland
YARMOUTH- COUSINS ISLAND LIGHT HOUSE
Cumberland
YARMOUTH-
Cumberland
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(B) Page 9 of 9
<PAGE>
<TABLE>
-----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Legend: ARCO: Androscroggin Reservoir Company EPA: Environmental Protection Agency
Centse: Central Securities FERC: Federal Energy Regulatory Commission
CMP: Central Maine Power Company GD: guardian deed
CTY: County IND: Indenture
Cumbsec: Cumberland Securities KWP: Kennebec Water Power Company
DEP: Department of Environmental Protection LURC: Land Use Regulatory Commission
Easmt: easement NPDES: National Pollutant Discharge Elimination System
ED: Eminent domain taking P&L: power and light
<CAPTION>
<S> <C>
Legend: Q: quitclaim deed
QCC: quitclaim with covenant deed
RESV: reservation
R/W or R.O.W: Right of Way
T: trustee deed
UWP: Union Water Power Company
W: warranty deed
MILL ACT: 36 M.R.S.A. (S)851 et seq:
-----------------------------------------------------------------------------------------------------------------------
</TABLE>
SCHEDULE 5.11 (C) HYDROELECTRIC REAL PROPERTY
Documents listed may include both Project Real Property and Additional Assets
Real Property that may be severed pursuant to Section 7.4(f) and Excluded Assets
that will be severed pursuant to Section 2.2.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
BAR MILLS*
- ----------
This hydro project is located on the Saco River in the towns of Hollis and Buxton.
<S> <C> <C> <C> <C> <C>
BUXTON-York MCKENNEY, EFFIE
BUXTON-York PEASE, FLOSSIE A. CMP AUGUST 22, 1957 1358 428
BUXTON-York ROGERS FIBRE COMPANY INC. CMP MARCH 11, 1946 1053 165
BUXTON-York ROGERS FIBRE COMPANY INC. CMP MARCH 11, 1946 1053 165
BUXTON-York LYDALL EASTERN, INC. CMP AUGUST 13, 1962 2966 231
HOLLIS-York WOODMAN, ANNIE E., ET AL CMP MARCH 30, 1956 1326 67
HOLLIS-York GOFF, RALPH C. & MARION B. CMP JANUARY 31, 1957 1345 470
HOLLIS-York SMITH, GEORGE H. CMP JANUARY 21, 1956 1302 598
HOLLIS-York SCAMMAN, BENJAMIN R. & ETTA W. CMP JANUARY 23, 1995 1302 597
HOLLIS-York EARLE, OLIVER E. CMP JANUARY 29, 1957 1345 468
HOLLIS-York WAKEFIELD, SUZIE E. CMP JANUARY 9, 1956 1302 600
HOLLIS-York CUMBERLAND CTY P & L DECEMBER 3, 1942 985 450
<CAPTION>
- --------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------
BAR MILLS*
- ----------
This hydro project is located on the Saco River in the towns of Hollis and Buxton.
<S> <C> <C> <C>
BUXTON-York FLOWAGE? GRANTOR'S NAME IS ON FERC MAPS, BUT
NO DEED COULD BE LOCATED.
BUXTON-York W EASMT FLOWAGE
BUXTON-York IND EASMT DAM & FLOWAGE
BUXTON-York IND EASMT FLOWAGE
BUXTON-York IND FEE DAM, FLOWAGE, RIPARIAN RIGHTS & MILL PRIVILEGES
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York Q FEE ISLAND
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 1 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------
BAR MILLS*
- ----------
<S> <C> <C> <C> <C> <C>
HOLLIS-York CROCKETT, LUCY M. CMP DECEMBER 9, 1955 1302 599
HOLLIS-York CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450
HOLLIS-York BRADBURY, ETHEL E. CMP JUNE 14, 1956 1325 477
HOLLIS-York GOFF, RALPH C. & MARION B. CMP JANUARY 31, 1957 1345 470
HOLLIS-York MCKENNEY, GEORGE W. CMP SEPTEMBER 27, 1955 1290 270
HOLLIS-York EUKITIS JOSEPH J. CMP AUGUST 8, 1995 1301 67
HOLLIS-York CUMBERLAND CITY P & L CMP DECEMBER 3, 1942 965 450
HOLLIS-YORK NPDES CMP
HOLLIS-York FERC CMP
HOLLIS-York DEP CMP
<CAPTION>
- ------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------
BAR MILLS*
- ----------
<S> <C> <C> <C>
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York Q FEE DAM, FLOWAGE, RIPARIAN RIGHTS
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York W EASMT FLOWAGE
HOLLIS-York Q FEE ACCESS ROAD
HOLLIS-York W FEE ACCESS ROAD
HOLLIS-York Q FEE FLOWAGE & RIPARIAN RIGHTS
HOLLIS-York PERMIT NPDES #ME0001244; APPL. FILED MARCH 23, 1990
HOLLIS-York PERMIT FERC LICENSE #2194
HOLLIS-York PERMIT DEP WASTE DISCHARGE #W000581-57-A-R;APPL.
FILED MARCH 23, 1990
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 2 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
TOWN/COUNTRY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C> <C> <C>
This hydro project is located on the Saco River in the towns of Buxtox, Hollis, and Standfish.
BUXTON-YORK USHER, CUMBERLAND CITY OCTOBER 19, 595 321
MARGARET N. P & L 1910
BUXTON-YORK USHER, CUMBERLAND CITY OCTOBER 19, 595 321
MARGARET N. P & L 1910
BUXTON-YORK HALLEY, ABBIE J. CUMBERLAND CITY MAY 18, 1911 600 154
P & L
BUXTON-YORK CUMBERLAND CITY CMP DECEMBER 3, 985 450
P & L 1942
HOLLIS-YORK PUBLISHERS PORTLAND APRIL 16, 1910 590 273
PAPER CO. ELECTRIC CO.
HOLLIS-YORK PUBLISHERS PORTLAND APRIL 16, 1910 590 273
PAPER CO. ELECTRIC CO.
HOLLIS-YORK PUBLISHERS PORTLAND APRIL 16, 1910 590 273
PAPER CO. ELECTRIC CO.
HOLLIS-YORK SNOW, ELLEN L., CUMBERLAND CITY OCTOBER 10, 605 111
ET AL P & L 1911
HOLLIS-YORK LINNELL, CUMBERLAND CITY SEPTEMBER 631 286
WILLIAM P & L 15, 1914
SHEPHERD
HOLLIS-YORK RUMERY, MARY CUMBERLAND CITY OCTOBER 10, 603 113
L. ET AL P & L 1911
HOLLIS-YORK REDLON, FRANK CUMBERLAND CITY JANUARY 3, 599 25
A., ET AL P & L 1911
HOLLIS-YORK PUBLISHERS PORTLAND APRIL 16, 1910 590 273
PAPER CO. ELECTRIC CO.
HOLLIS-YORK SWANTON, CMP DECEMBER 23, 1450 323
HENRY E. 1960
HOLLIS-YORK DAVIS, WILLARD CUMBERLAND CITY JULY 25, 1911 600 332
S. P & L
HOLLIS-YORK USHER, CUMBERLAND CITY SEPTEMBER 605 5
PRESTON M., ET P & L 26, 1911
AL
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C>
BUXTON-YORK QCC FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B965/P450
BUXTON-YORK QCC FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B965/P450
BUXTON-YORK W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B965/P450
BUXTON-YORK Q FEE & ALL PLANT, PROPERTY, DISTRIBUTION SYSTEMS,
EASMT TRANSMISSION LINES, ...REAL ESTATE, RIGHTS OF
WAY, DAM SITES, WATER POWER RIGHTS, FLOWAGE
AND RIPARIAN RIGHTS ...OF WHATEVER KIND AND
WHEREVER SITUATED ...
HOLLIS-YORK W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY
DEED OF 8/9/12, B899/P118
HOLLIS-YORK W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY
DEED OF 8/9/12, B899/P118
HOLLIS-YORK W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY
DEED OF 8/9/12, B899/P118
HOLLIS-YORK W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P450
HOLLIS-YORK QCC FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P450
HOLLIS-YORK W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P450
HOLLIS-YORK W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P450
HOLLIS-YORK W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY
DEED OF 8/9/12, B899/P118
HOLLIS-YORK QCC FEE
HOLLIS-YORK W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P450
HOLLIS-YORK W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5 11(C) Page 3 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C> <C> <C>
HOLLIS-York REDLON, FRANK CUMBERLAND CITY OCTOBER 28, 595 380
A., ET AL P & L 1910
HOLLIS-York PUBLISHERS PORTLAND APRIL 16, 1910 590 273
PAPER CO. ELECTRIC CO.
HOLLIS-York CMP STURGIS, APRIL 7, 1975
FRANKLIN R.
HOLLIS-York PARSONS, CUMBERLAND CITY SEPTEMBER 595 213
JAMES R. P & L 13, 1971
HOLLIS-York NASON, NATHAN CUMBERLAND CITY OCTOBER 11, 537 477
P. P & L 1911
HOLLIS-York CMP USHER, CARL G. SEPTEMBER
13, 1971
HOLLIS-York RIDLON, CUMBERLAND CITY AUGUST 29, 600 426
CLARENCE E. P & L 1911
HOLLIS-York USHER, FANNIE CUMBERLAND CITY MAY 3, 1911 601 17
B. P & L
HOLLIS-York USHER, ALVAH CUMBERLAND CITY MAY 3, 1911 601 18
C. P & L
HOLLIS-York CMP STANDISH DECEMBER 30,
TELEPHONE 1993
COMPANY
HOLLIS-York CUMBERLAND CITY CMP DECEMBER 3, 985 450
P & L 1942
HOLLIS/STANDISH CMP FERC DECEMBER 9,
- -York/Cumberland 1993
HOLLIS/STANDISH NPDES CMP
- -York/Cumberland
HOLLIS/STANDISH FERC CMP
- -York/Cumberland
HOLLIS/STANDISH DEP CMP
- -York/Cumberland
HOLLIS/STANDISH DEP CMP
- -York/Cumberland
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C>
HOLLIS-York W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P 450
HOLLIS-York W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF
8/9/12, B899/P118
HOLLIS-York LEASE AGRICULTURAL LEASE ON SAND POND RD.
HOLLIS-York W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P 450
HOLLIS-York GD EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P 450
HOLLIS-York Q FEE PORTION OF PREMISES
HOLLIS-York W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P 450
HOLLIS-York W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P 450
HOLLIS-York W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF
12/3/42, B985/P 450
HOLLIS-York LICENSE EASMT BULK POWER CABINET, TELE & FIBER OPTIC JUNCTION
HOLLIS-York Q FEE &
ALL PLANT, PROPERTY, DISTRIBUTION SYSTEMS,
(EASMT) TRANSMISSION LINES, ...REAL ESTATE, RIGHTS OF
WAY, DAM SITES, WATER POWER RIGHTS, FLOWAGE
AND RIPARIAN RIGHTS ...OF WHATEVER KIND AND
WHEREVER SITUATED ...
HOLLIS/STANDISH AGREEMENT MANAGEMENT OF HISTORICAL AND
- -York/Cumberland ARCHAEOLOGICAL SITES
HOLLIS/STANDISH PERMIT NPDES #ME0001171; APPL. FILED MARCH 23, 1990
- -York/Cumberland
HOLLIS/STANDISH PERMIT FERC LICENSE #2529; APPL. FILED DECEMBER 16, 1991
- -York/Cumberland
HOLLIS/STANDISH PERMIT DEP WASTE DISCHARGE #WOOO579-57-A-R; APPL.
- -York/Cumberland FILED MARCH 23, 1990
HOLLIS/STANDISH PERMIT DEP 401 CERTIFICATION #L-17650-33-F-N; WILL EXPIRE
- -York/Cumberland WHEN NEW FERC LICENSE EXPIRES. FERC
APPLICATION PENDING.
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5 11(C) Page 4 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- -----------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C> <C> <C> <C>
LIMINGTON-York CHASE, GEORGE L. CMP OCTOBER 25, 1954 1269 547 W
LIMINGTON-York CMP SIMONDS, JAMES G. JANUARY 6, 1964 Q
LIMINGTON-York CMP PEQUAWKET LAKE IMPROVEMENT NOVEMBER 19, 1965 Q
LIMINGTON-York CMP MAINE, STATE OF, DOT AUGUST 12, 1977 IND/LEASE
LIMINGTON-York NASON, MINNIE A. CUMBERLAND CTY P & L MAY 7, 1913 617 107 W
LIMINGTON-York NASON, NATHAN P. CUMBERLAND CTY P & L DECEMBER 2, 1914 618 548 W
LIMINGTON-York SMALL, LILLIAN H. CUMBERLAND CTY P & L SEPTEMBER 29, 1911 601 491 W
LIMINGTON-York USHER, ELEATHA M. CUMBERLAND CTY P & L MAY 7, 1913 617 110 W
LIMINGTON-York PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 590 273 W
LIMINGTON-York CMP SIMONDS, JAMES G. NOVEMBER 18, 1964 IND
LIMINGTON-York PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 590 273 W
LIMINGTON-York WEBSTER, ROYAL S., ET AL CUMBERLAND CTY P & L FEBRUARY 16, 1912 606 59 W
LIMINGTON-York WEBSTER, ROYAL S., ET AL CUMBERLAND CTY P & L NOVEMBER 27, 1911 605 295 W
LIMINGTON-York CMP BLAKE, STANLEY R. JUNE 1, 1994 LEASE
LIMINGTON-York USHER, ELEATHA M. CUMBERLAND CTY P & L MAY 27, 1913 617 170 W
LIMINGTON-York PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 590 267 QCC
LIMINGTON-York NASON, MINNIE A. CUMBERLAND CTY P & L MAY 27, 1913 617 168 W
LIMINGTON-York HUBBARD, SILAS CUMBERLAND CTY P & L MAY 24, 1915 632 378 W
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C>
LIMINGTON-York FEE
LIMINGTON-York FEE
LIMINGTON-York FEE PORTION OF PREMISES
LIMINGTON-York EASMT PUBLIC PICNIC AREA & SCENIC TURNOUT
LIMINGTON-York EASMT DEED CORRECTED BY BK 617 PG 168 DATED MAY 27, 1913; CMP RIGHTS ACQUIRED FROM CCP&L BY DEED
OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
LIMINGTON-York FEE
LIMINGTON-York FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York CAMP SITE ON SACO RIVER
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
LIMINGTON-York EASMT CORRECTIVE DEED OF BK 617 PG 107 DATED MAY 7, 1913; CMP RIGHTS ACQUIRED FROM CCP&L BY DEED
OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 5 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ----------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- -----------
<S> <C> <C> <C> <C> <C> <C>
LIMINGTON-York NASON, NATHAN P. CUMBERLAND CTY P & L MAY 7, 1913 617 109 W
LIMINGTON-York CHASE, JULIA E. CUMBERLAND CTY P & L OCTOBER 6, 1911 603 68 W
LIMINGTON-York CHASE, JOHN F., ET AL CUMBERLAND CTY P & L NOVEMBER 27, 1912 612 482 W
LIMINGTON-York BERRY, EUGENE E. CUMBERLAND CTY P & L SEPTEMBER 14, 1911 602 164 W
LIMINGTON-York PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 590 267 QCC
LIMINGTON-York TAUL, ALEXANDER PORTLAND ELECTRIC CO. JULY 19, 1910 594 9 W
LIMINGTON-York CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450 Q
LIMINGTON-York WESTERN MAINE POWER CO. CMP DECEMBER 31, 1927 787 164 W
LIMINGTON-York CMP SIMONDS, JAMES G. APRIL 16, 1965 Q
STANDISH-Cumberland BOULTER, MARY T., ET AL CUMBERLAND CTY P & L AUGUST 6, 1915 952 223 W
STANDISH-Cumberland RANLOFF, THEODORE CUMBERLAND CTY P & L SEPTEMBER 21, 1911 882 116 W
STANDISH-Cumberland LEWIS, ROBERT V., ET AL CMP AUGUST 20, 1953 2146 308 W
STANDISH-Cumberland LEVITCH, IDA E. CUMBERLAND CTY P & L AUGUST 29, 1911 878 472 W
STANDISH-Cumberland LEWIS, ROBERT V., ET AL CMP AUGUST 20, 1953 2146 308 W
STANDISH-Cumberland YORK, DELBERT E. CUMBERLAND CTY P & L AUGUST 29, 1911 878 471 W
STANDISH-Cumberland LEWIS, ROBERT V., ET AL CMP AUGUST 20, 1953 2146 308 W
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- -----------
<S> <C> <C>
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
LIMINGTON-York FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
LIMINGTON-York FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
LIMINGTON-York FEE & EASMT ALL PLANT, PROPERTY, DISTRIBUTION SYSTEMS, TRANSMISSION LINES, ... REAL ESTATE, RIGHTS OF
WAY, DAM SITES, WATER POWER RIGHTS, FLOWAGE AND RIPARIAN RIGHTS ... OF WHATEVER KIND AND
WHEREVER SITUATED ...
LIMINGTON-York FEE CORPORATE EXPANSION; OTHER TOWNS INCLUDED ARE BRIDGTON, LIMERICK, BROWNFIELD, STANDISH,
DENMARK, WATERBORO
LIMINGTON-York FEE SOLD PROPERTY LYING WESTERLY OF A LINE PARALLEL WITH & 50' DISTANT FROM 234' CONTOUR ALONG
WESTERLY SIDE OF SACO RIVER; RETAINED RIGHTS TO CONTROL WATER ON SACO RIVER
STANDISH-Cumberland EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland FEE
STANDISH-Cumberland EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland FEE
STANDISH-Cumberland EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 6 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C> <C> <C>
STANDISH-Cumberland LIBBY, MARSHALL R. CUMBERLAND CTY P & L OCTOBER 10, 1911 882 306
STANDISH-Cumberland BROWN, FRANK E. CUMBERLAND CTY P & L SEPTEMBER 15, 1911 882 68
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 411
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 403
STANDISH-Cumberland HALEY, ABBIE J. CUMBERLAND CTY P & L MAY 18, 1911 878 46
STANDISH-Cumberland ESTES, SYLVANUS B. CUMBERLAND CTY P & L OCTOBER 30, 1911 907 3
STANDISH-Cumberland PARKER, ANNIE B. CUMBERLAND CTY P & L AUGUST 6, 1915 958 189
STANDISH-Cumberland USHER, MARGARET N. CUMBERLAND CTY P & L OCTOBER 19, 1910 865 185
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 411
STANDISH-Cumberland CMP MAINE, STATE OF, HIGHWAY COMMISSION MARCH 28, 1967
STANDISH-Cumberland ELLIOTT, ROLENE P. CUMBSEC MAY 3, 1995 11905 356
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 411
STANDISH-Cumberland CMP CHARTIER & SON, INC. NOVEMBER 1, 1981
STANDISH-Cumberland BURNHAM, EBEN S. CUMBERLAND CTY P & L OCTOBER 10, 1911 882 307
STANDISH-Cumberland CMP PHILBROOK, THOMAS L., ET AL FEBRUARY 3, 1992
STANDISH-Cumberland LIBBY, LEWIS B. CUMBERLAND CTY P & L OCTOBER 10, 1911 882 308
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 411
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C>
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland QCC FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland QCC FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland QCC FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland IND/LEASE PUBLIC PICNIC AREA & SCENIC TURNOUT
STANDISH-Cumberland W FEE PURCHASED FOR THE PURPOSES OF ESTABLISHING A BOAT LAUNCH
STANDISH-Cumberland QCC FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland IND/LEASE LAND LEASE
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W FEE PROPERTY CONVEYED SUBJECT TO EXISTING LEASE BETWEEN CMP AND CHARTIER & SON,
INC. DATED 11/1/81
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland QCC FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 7 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C> <C> <C>
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 411
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 403
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 403
STANDISH-Cumberland PUBLISHERS PAPER CO. PORTLAND ELECTRIC CO. APRIL 16, 1910 852 403
STANDISH-Cumberland USHER, MARGARET N. CUMBERLAND CTY P & L OCTOBER 19, 1910 865 185
STANDISH-Cumberland CMP MAINE, STATE OF, DOT AUGUST 12, 1977
STANDISH-Cumberland HALEY, ABBIE J. CUMBERLAND CTY P & L OCTOBER 24, 1910 867 221
STANDISH-Cumberland NASON, CYNTHIA E. CUMBERLAND CTY P & L NOVEMBER 8, 1911 888 302
STANDISH-Cumberland TRIPP, DAVID D. CUMBERLAND CTY P & L SEPTEMBER 9, 1910 863 468
STANDISH-Cumberland BERRY, EUGENE E., ET AL CUMBERLAND CTY P & L SEPTEMBER 14, 1911 882 47
STANDISH-Cumberland SAWYER, THOMAS E. CUMBERLAND CTY P & L JUNE 22, 1912 894 367
STANDISH-Cumberland BERRY, LEWIS W. CUMBERLAND CTY P & L NOVEMBER 9, 1911 885 104
STANDISH-Cumberland RIDLON, CLARENCE E. CUMBERLAND CTY P & L AUGUST 29, 1911 878 473
STANDISH-Cumberland YORK, ELBRIDGE G. CUMBERLAND CTY P & L AUGUST 27, 1912 899 231
STANDISH-Cumberland SMITH, ELIZABETH, ET AL CUMBERLAND CTY P & L OCTOBER 30, 1911 885 316
STANDISH-Cumberland BOULTER, CHARLES F. CUMBERLAND CTY P & L SEPTEMBER 12, 1911 882 115
STANDISH-Cumberland LIBBY, GROVER C. CUMBERLAND CTY P & L MAY 23, 1914 933 235
STANDISH-Cumberland CLAY, HELEN M. B. CUMBERLAND CTY P & L JANUARY 31, 1912 887 348
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C>
STANDISH-Cumberland QCC FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland W FEE CCP&L ACQUIRED FROM PORTLAND ELECTRIC BY DEED OF 8/9/12, B899/P118
STANDISH-Cumberland QCC FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland ED EASMT HIGHWAY TAKING BY MAINE DOT
STANDISH-Cumberland W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W FEE CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland GD EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 8 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C> <C> <C>
STANDISH-Cumberland DAVIS, MELINTHA A. CUMBERLAND CTY P & L OCTOBER 19, 1911 885 289
STANDISH-Cumberland DAVIS, MARTHA A., ET AL CUMBERLAND CTY P & L SEPTEMBER 21, 1911 882 117
STANDISH-Cumberland CMP MAINE, STATE OF DOT APRIL 17, 1990
STANDISH-Cumberland CMP PHILBROOK, THOMAS & BARBARA FEBRUARY 3, 1992
STANDISH-Cumberland CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
BONNY EAGLE*
- ------------
<S> <C> <C> <C>
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland W EASMT CMP RIGHTS ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B1699/P476
STANDISH-Cumberland ED FEE & EASMT HIGHWAY TAKING BY MAINE DOT ALONG ROUTE 35
STANDISH-Cumberland W FEE RETAINED RIGHTS TO FLOW PROPERTY; TRANSMIDIST, EASTEMENT RETAINED
STANDISH-Cumberland Q FEE & EASMT ALL PLANT, PROPERTY, DISTRIBUTION SYSTEMS, TRANSMISSION LINES, ... REAL
ESTATE, RIGHTS OF WAY, DAM SITES, WATER POWER RIGHTS, FLOWAGE AND
RIPARIAN RIGHTS ... OF WHATEVER KIND AND WHEREVER SITUATED ...
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project and Additional Assets Real
Property that may be severed
pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11 (C) Page 9 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
BRUNSWICK-TOPSHAM*
- ------------------
This hydro project is located on the Androscoggin River in the cities of Brunswick and Topsham. The project begins just below the
Pejepscot Dam and runs own to the U.S. Route 201 bridge.
<S> <C> <C> <C> <C> <C>
BRUNSWICK-Cumberland SCRIBNER, ANNIE E. BRUNSWICK ELECTRIC LIGHT & POWER CO. JUNE 17, 1909 834 421
BRUNSWICK-Cumberland LEWIS INDUSTRIAL BUILDING CMP DECEMBER 19, 1957 2389 401
BRUNSWICK-Cumberland CMP BRUNSWICK, TOWN OF JANUARY 18, 1994
BRUNSWICK-Cumberland LEWIS INDUSTRIAL BUILDING CMP DECEMBER 19, 1957 2389 401
BRUNSWICK-Cumberland MAINE, STATE OF, DEPARTMENT
OF MARINE RESOURCES CMP DECEMBER 29, 1977
BRUNSWICK-Cumberland PENLEY, E. W. CMP MARCH 25, 1965 2889 95
BRUNSWICK-Cumberland OSHER, BERNARD CMP DECEMBER 5, 1979
BRUNSWICK-Cumberland SCRIBNER, DAVID W. BRUNSWICK ELECTRIC LIGHT & POWER CO. JUNE 17, 1909 842 146
BRUNSWICK-Cumberland ANDROSCOGGIN PULP CO. BRUNSWICK ELECTRIC LIGHT & POWER CO. OCTOBER 3, 1908 832 309
BRUNSWICK-Cumberland SCRIBNER, DAVID A., ET AL BRUNSWICK ELECTRIC LIGHT & POWER CO. FEBRUARY 6, 1909 838 335
BRUNSWICK-Cumberland CMP BRUNSWICK, TOWN OF APRIL 21, 1966
BRUNSWICK-Cumberland LEWIS INDUSTRIAL BUILDING CMP DECEMBER 19, 1957 2389 401
BRUNSWICK-Cumberland LEWIS INDUSTRIAL BUILDING CMP DECEMBER 19, 1957 2389 401
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
BRUNSWICK-TOPSHAM*
- ------------------
<S> <C> <C> <C>
BRUNSWICK-Cumberland QCC FEE CMP ACQUIRED FROM BATH & BRUNSWICK LT. & PR. BY DEED OF 1/1/21, B1082/38
BRUNSWICK-Cumberland QCC FEE
BRUNSWICK-Cumberland LEASE 1.2 ACRE DAY USE/OVERLOOK AREA
BRUNSWICK-Cumberland QCC FEE
BRUNSWICK-Cumberland AGREEMENT FISHWAY
BRUNSWICK-Cumberland W EASMT RIGHTS OF ACCESS ACROSS GRANTOR PROPERTY
BRUNSWICK-Cumberland IND EASMT EASMT TO CONSTRUCT ROADWAY, CONSTRUCT & INSTALL DUCT LINE AND SEWER LINE
BRUNSWICK-Cumberland GD FEE CMP ACQUIRED FROM BATH & BRUNSWICK LT. & PR. BY DEED OF 1/1/21, B1082/38
BRUNSWICK-Cumberland QCC FEE CMP ACQUIRED FROM BATH & BRUNSWICK LT. & PR. BY DEED OF 1/1/21, B1082/38
BRUNSWICK-Cumberland QCC FEE CMP ACQUIRED FROM BATH & BRUNSWICK LT. & PR. BY DEED OF 1/1/21, B1082/38
BRUNSWICK-Cumberland Q FEE
BRUNSWICK-Cumberland QCC FEE
BRUNSWICK-Cumberland QCC FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project and Additional Assets Real
Property that may be severed
pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11 (C) Page 10 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
BRUNSWICK-TOPSHAM*
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BRUNSWICK- BRUNSWICK, CMP AUGUST 29 AGREEMENT FISHWAY VIEWING AREA
Cumberland TOWN OF 1980
BRUNSWICK- BATH & CMP JANUARY 1, 1082 38 W FEE CORPORATE EXPANSION DEED
Cumberland BRUNSWICK LT. 1921
& PR.
BRUNSWICK/TOP NPDES CMP PERMIT NPDES#ME0022721; APPL.
SHAM- FILED OCTOBER 25, 1989
Cumberland/Sagad
ahoc
BRUNSWICK/TOP DEP CMP PERMIT DEP 401 CERTIFICATION
SHAM- #03-4458-05030
Cumberland/Sagad
ahoc
BRUNSWICK/TOP DEP CMP PERMIT DEP WASTE DISCHARGE
SHAM- #W000571-57-B-R
Cumberland/Sagad
ahoc
BRUNSWICK/TOP FERC CMP PERMIT FERC LICENSE #2284
SHAM-
Cumberland/Sagad
ahoc
TOPSHAM- MAINE, STATE CMP DECEMBER 29, AGREEMENT FISHWAY
Sagadahoc OF, 1977
DEPARTMENT
OF MARINE
RESOURCES
TOPSHAM- CARLSON, CMP JUNE 1, 1978 491 335 W FEE
Sagadahoc CAMILLE R.
TOPSHAM- POULTRY CMP FEBRUARY 6, 513 256 W FEE
Sagadahoc PROCESSING, 1979
INC.
TOPSHAM- PEJEPSCOT CMP & JUNE 1, 1926 AGREEMENT TRI-PARTY AGRMNT--WATER
Sagadahoc PAPER ANDROSCOGGIN RTS, DAM & RIPA RIAN LAND
COMPANY, ET AL WATER POWER CO
TOPSHAM- CMP TOPSHAM SEWER DECEMBER 28, IND EASMT PERPETUAL R/W & EASEMT
Sagadahoc DISTRICT 1976 FOR SEWER PIPE
TOPSHAM- LEWIS CMP DECEMBER 19, 297 517 QCC FEE
Sagadahoc INDUSTRIAL 1957
BUILDING
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real Property 31-Oct-97
and Additional Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2
Schedule 5 11(C) Page 11 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
BRUNSWICK-TOPSHAM*
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
TOPSHAM- CMP BALLARD,ALLAN J. OCTOBER 5, 1380 69 Q FEE
Sagadahoc 1995
TOPSHAM- CMP GIROUX, MICHAEL DECEMBER 19, IND EASMT
Sagadahoc 1990
TOPSHAM- CMP BELANGER, OCTOBER 22, 657 203 IND EASMT ADJACENT TO BUT OUTSIDE
Sagadahoc JOSEPH & ANNE 1987 THE BRUNSWICK HYDRO
PROJECT
TOPSHAM- CMP CEASAR, LEE MAY 27, 1997 *AGREEMENT PERMIT TO CUT AND
Sagadahoc REMOVE WASTE WOOD
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2
Schedule 5.11(C) Page 12 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- -----------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
This hydro project consists of three dams located on the Saco River in the cities of Biddeford and Saco: Bradbury Dam, Spring Dam,
and Cataract Dam. Flowage rights are located in the towns of Buxton and Dayton, and also in the cities of Biddeford and Saco.
<S> <C> <C> <C> <C> <C> <C>
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York CMP U.S. FISH & WILDLIFE, ET.AL. MAY 24, 1994 AGREEMENT
BIDDEFORD-York SACO-LOWELL SHOPS CMP JUNE 23, 1944 1017 409 Q
BIDDEFORD-York CMP STORAGE REALTY CORP. MARCH 18, 1971 QCC
BIDDEFORD-York SLOSBERG GERALD A. CMP FEBRUARY 13, 1964 1584 269 W
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York CMP MERC JANUARY 18, 1985 AGREEMENT
BIDDEFORD-York CMP MERC JANUARY 18, 1985 AGREEMENT
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C>
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York SACO RIVER FISH PASSAGE AGREEMENT
BIDDEFORD-York EASMT
BIDDEFORD-York EASMT RELOCATION OF ACCESS RIGHT OF WAY
BIDDEFORD-York EASMT ACCESS ROAD TO BRADBURY DAM
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York RIPARIAN & PONDING CHARGES AGREEMENT; * EXP. DATE IN MEMO-AGRMT DATED 4/26/96
BIDDEFORD-York WATER DISCHARGE AGREEMENT; * EXP. DATE IN MEMO/AGRMT DATED 4/26/96
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 13 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- -----------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C> <C> <C> <C> <C>
BIDDEFORD-York CMP MERC JANUARY 16, 1985 AGREEMENT
BIDDEFORD-York CMP MERC MAY 19, 1966 *LEASE
BIDDEFORD-York CMP BIDDEFORD, CITY OF OCTOBER 25, 1991 AGREEMENT
BIDDEFORD-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
BIDDEFORD-York CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450 Q
BIDDEFORD-York CMP MAINE, STATE OF AUGUST 27, 1985 ED
SACO-York CMP MAINE, STATE OF DOT APRIL 8, 1987 ED
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C>
BIDDEFORD-York INTAKE STRUCTURE & DISCHARGE PIPE AGREEMENT; *EXP, DATE IN MEMO/LEASE DATED 4/22/1996
BIDDEFORD-York *ATTACHED AS EXHIBIT B TO INTAKE STRUCTURE & DISCHARGE PIPE AGREEMENT DATED 1/16/85;
LEASE AGREEMENT FOR LAND TO BE USED FOR INTAKE STRUCTURE & DISCHARGE PIPE
BIDDEFORD-York WATER RELEASE AGREEMENT
BIDDEFORD-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BIDDEFORD-York FEE & EASMT ALL ITS PLANT, PROPERTY, ... TRANSMISSION LINES, ... INCLUDING ... REAL ESTATE, RIGHTS
OF WAY, DAM SITES, WATER POWER RIGHTS, FLOWAGE, RIPARIAN RIGHTS, ... OF WHATEVER KIND
AND WHEREVER SITUATED
BIDDEFORD-York FEE LAND TAKING FOR STATE HWY #1
SACO-York EASMT
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/4, B965/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/4, B965/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/4, B965/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/4, B965/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/4, B965/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/4, B965/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 14 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTEE DATE BOOK PAGE DOCUMENT
- ------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C> <C> <C> <C> <C>
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBSEC SEPTEMBER 22, 1930 795 35 QCC
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York CMP MAINE CLEANERS, INC. JANUARY 1, 1988 LICENSE
SACO-York CMP SACO, CITY OF MARCH 25, 1994 LEASE
SACO-York SACO ISLAND ASSOCIATES CMP AUGUST 7, 1986 5481 116 LEASE
SACO-York SACO ISLAND ASSOCIATES, ET AL CMP AUGUST 7, 1986 5481 15 AGREEMENT
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York FINANCE AUTHORITY OF MAINE & CMP DECEMBER 27, 1985 LEASE
ISLAND ASSOCIATES
SACO-York MAINE GUARANTEE AUTHORITY & CMP SEPTEMBER 20, 1983 LEASE
NKL TANNING
SACO-York CMP FALLS DEVELOPMENT ASSOC. SEPTEMBER 12, 1984 *IND/LEASE
SACO-York CMP ISLAND TERRACE OWNER'S NOVEMBER 20, 1995 LEASE
ASSOCIATION
SACO-York CMP SACO, CITY OF OCTOBER 25, 1991 AGREEMENT
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C>
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
SACO-York EASMT PARKING LOT
SACO-York EASMT PUBLIC PARK
SACO-York PARKING LOT AND PARK LEASE
SACO-York INSTRUMENT OF CONVEYANCE, RELEASE & AGREEMENT
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
SACO-York ASSIGNMENT OF LEASE (FAME IS SUCCESS0R IN TITLE TO
MAINE GUARANTEE AUTHORITY)
SACO-York WEST CHANNEL LEASE TO CMP OF MILL #1 AND LAND
SACO-York RENTAL OF LAND ON WATER ST., SACO FOR PARKING LOT
SACO-York EASMT PICNIC/DAY USE SITE
SACO-York WATER RELEASE AGREEMENT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets
Real Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets
that will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 15 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C> <C> <C> <C> <C>
SACO-York CMP SACO, CITY OF DECEMBER 2, 1982 LICENSE
SACO-York CMP HADIARIS, LEON & PENDING * LEASE
SUSAN B.
SACO-York MAINE GUARANTEE AUTHORITY CMP SEPTEMBER 20, 1983 3167 73 IND
SACO-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11 QCC
SACO-York CMP SACO, CITY OF JULY 17, 1990 LEASE
SACO-York SACO ISLAND ASSOC., ET AL CMP AUGUST 7, 1986 LEASE
SACO-York CMP SACO, CITY OF OCTOBER 23, 1991 LEASE
SACO-York CMP NEW ENGLAND TELEPHONE NOVEMBER 25, 1975 2106 877 QCC
& TELEGRAPH CO.
SACO-York CMP BUNTING, WILLIAM S. OCTOBER 10, 1973 Q
SACO-York CMP BUNTING, WILLIAM S. JUNE 19, 1964 Q
SACO-York CMP GARLAND MFG. CO. JANUARY 1, 1973 * IND/LEASE
SACO-York CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450 Q
SACO-York DEP CMP PERMIT
SACO-York FERC CMP PERMIT
SACO-York CMP TURKANIS, DANIEL JULY 26, 1966 Q
SACO-York NPDES CMP PERMIT
SACO-York CMP SACO, CITY OF APRIL 20, 1973 IND
SACO-York CMP MAINE, STATE OF DOT FEBRUARY 8, 1984 Q
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C>
SACO-York POOR'S ISLAND, USE AS A PARK IN CONJUNCTION WITH LORD PEPPERELL APARTMENT COMPLEX
SACO-York FORMER HARBOR CYCLE SHOP
SACO-York FEE & EASMT DAMS, RIVER BED, WATER POWER, RIPARIAN & FLOWAGER IGHTS
SACO-York FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
SACO-York 1.8 ACRE RECREATION AREA USED FOR PICNIC AREA, WALKING PATHS, ETC
SACO-York AMENDMENT TO LEASE DATED 9/20/83
SACO-York EASMT PARKING LOT OFF FRONT STREET (UNDER T/L SECT 192) FOR BOAT RAMP
SACO-York EASMT RIGHT TO CONSTRUCT MANHOLE & TO LAY ... & MAINTAINABLES ON FACTORY ISLAND
SACO-York FEE
SACO-York FEE
SACO-York * OPTION TO PURCHASE; RENTAL OF LAND ON SOUTHWESTERLY SIDE OF WATER STREET
SACO-York FEE & EASMT ALL ITS PLANT, PROPERTY,...TRANSMISSION LINES,..NCLUDING... REAL ESTATE, RIGHTS OF WAY, DAM SITES,
WATER POWER RIGHTS, FLOWAGE, RIPARIAN RIGHTS,...OF WHATEVER KIND AND WHEREVER SITUATED
SACO-York DEP WASTE DISCHARGE #W000584-57-B-R
SACO-York FERC LICENSE #2528
SACO-York FEE
SACO-York NPDES #ME0001228; APPL. FILED NOVEMBER 27, 1989
SACO-York EASMT
SACO-York EASMT GUARDRAILS ON U.S. ROUTE 1
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets
Real Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets
that will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 16 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
CATARACT*
- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
SACO-York CMP NIKE, INC. DECEMBER 2, 1982 Q FEE
SACO-York CMP MAINE, STATE OF JUNE 24, 1987 Q FEE TAKING FOR STATE HWY #8
SACO-York CMP MAINE, STATE OF DOT MARCH 24, 1988 ED EASMT
SACO-York DEP CMP PERMIT DEP 401 CERTIFICATION #L-016084-B-Z
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets
Real Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets
that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 17 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE
- ------------------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
The dam for this hydro project is located in the Town of Winslow on the Sebasticook River. Flowage rights are located on the
Sebasticook River and Mile Brook in the towns of Winslow and Benton.
<S> <C> <C> <C>
KENNEBEC HYDRO DEVELOPERS GROUP & STATE OF MAIN DECEMBER 16, 1986
BENTON-Piscataquis LANCASTER, FRED A. & SUSAN CMP NOVEMBER 20, 1913
BENTON-Piscataquis REED, MERRITT S. & LUCY CMP APRIL 10, 1915
BENTON-Piscataquis GLUECK, HAROLD CMP APRIL 23, 1991
WINSLOW-Kennebec REYNOLDS GEORGE W. FORT HALIFAX POWER CO. MAY 31, 1904
WINSLOW-Kennebec HODGES, ALTON A. FORT HALIFAX POWER CO. MAY 15, 1908
WINSLOW-Kennebec BROWN, DAVID & WELLS, ROSE CMP OCTOBER 4, 1916
WINSLOW-Kennebec BROWN, HENRY R. FORT HALIFAX POWER CO. DECEMBER 23, 1907
WINSLOW-Kennebec REYNOLDS GEORGE W. FORT HALIFAX POWER CO. MAY 31, 1904
WINSLOW-Kennebec DRUMMOND, SCOTT H. FORT HALIFAX POWER CO. SEPTEMBER 18,1909
WINSLOW-Kennebec MERROW, AMBROSE FORT HALIFAX POWER CO. SEPTEMBER 18,1909
WINSLOW-Kennebec FLYE, CLARISSA A. FORT HALIFAX POWER CO. SEPTEMBER 18,1909
WINSLOW-Kennebec CMP FERC DECEMBER 9, 1993
WINSLOW-Kennebec REYNOLDS GEORGE W. FORT HALIFAX POWER CO. JULY ?, 1907
WINSLOW-Kennebec CHAMBERLAIN, EMILY J. FORT HALIFAX POWER CO. SEPTEMBER 18,1909
WINSLOW-Kennebec REYNOLDS GEORGE W. FORT HALIFAX POWER CO. MAY 31, 1904
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C> <C> <C>
AGREEMENT AGREEMENT REGARDING FISH RESTORATION AND PASSAGE
BENTON-Piscataquis 738 107 W FEE
BENTON-Piscataquis 546 245 Q EASMT
BENTON-Piscataquis 3906 179 W FEE BOAT LAUNCH SITE
WINSLOW-Kennebec 457 595 W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF
3/16/10, B503/P3
WINSLOW-Kennebec 738 99 W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF
3/16/10, B503/P3
WINSLOW-Kennebec 737 331 W FEE (1/4 INTEREST EACH)
WINSLOW-Kennebec 738 94 W FEE (1/4 Interest) CMP ACQUIRED FROM HALIFAX POWER BY
DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec 457 595 W FEE CMP ACQUIRED FROM FORT HAILFAX POWER BY DEED OF
3/16/10, B503/P3
WINSLOW-Kennebec MILL ACT EASMT WRIT #122; CMP ACQUIRED FROM FORT HALIFAX POWER BY
DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec MILL ACT EASMT WRIT #121; CMP ACQUIRED FROM FORT HALIFAX POWER BY
DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec MILL ACT EASMT WRIT #177; CMP ACQUIRED FROM FORT HALIFAX POWER BY
DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec AGREEMENT MANAGEMENT OF HISTORICAL AND ARCHAEOLOGICAL SITES
WINSLOW-Kennebec 484 329 W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF
3/16/10, B503/P3
WINSLOW-Kennebec MILL ACT EASMT WRIT #120; CMP ACQUIRED FROM FORT HALIFAX POWER BY
DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec 457 595 W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF
3/16/10, B503/P3
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that any be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 18 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ------------------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C> <C> <C> <C>
WINSLOW-Kennebec CMP WINSLOW TOWN OF NOVEMBER 8, 1977 2061 343 IND
WINSLOW-Kennebec ABBOTT, C. W. FORT HALIFAX POWER CO. SEPTEMBER 18, 1909 MILL ACT
WINSLOW-Kennebec PAINE, GEORGE S. & LUCY C. FORT HALIFAX POWER CO. JULY 8, 1907 481 447 W
WINSLOW-Kennebec STUART, FRANK W. FORT HALIFAX POWER CO. JULY 8, 1907 484 331 W
WINSLOW-Kennebec HEYWOOD ROSCOE Z. FORT HALIFAX POWER CO. AUGUST 19, 1907 484 327 W
WINSLOW-Kennebec GLIDDEN, WILLIAM FORT HALIFAX POWER CO. AUGUST 5, 1909 738 97 W
WINSLOW-Kennebec JONES, RONELLO O. FORT HALIFAX POWER CO. DECEMBER 2, 1907 738 102 W
WINSLOW-Kennebec SKILLIN, CARO T. FORT HALIFAX POWER CO. AUGUST 3, 1904 461 160 W
WINSLOW-Kennebec SKILLIN, CARO T. FORT HALIFAX POWER CO. AUGUST 22, 1904 459 319 GD
WINSLOW-Kennebec BOWDEN, LESLIE C. FORT HALIFAX POWER CO. SEPTEMBER 1?, 1909 MILL ACT
WINSLOW-Kennebec WINSLOW, TOWN OF CMP MARCH 12, 1910 503 9 W
WINSLOW-Kennebec WOLF, AGUSTA CMP AUGUST 24, 191? 571 355 W
WINSLOW-Kennebec WINSLOW, TOWN OF CMP NOVEMBER 4, 1977 2082 331 Q
WINSLOW-Kennebec WOOD, MARIA F. FORT HALIFAX POWER CO. SEPTEMBER 1?, 1909 MILL ACT
WINSLOW-Kennebec WOLF, CARL CMP SEPTEMBER 30, 1909 571 356 W
WINSLOW-Kennebec GERALD, AMOS F., ET AL FORT HALIFAX POWER CO. JULY 8, 1907 478 226 Q
WINSLOW-Kennebec SECO, CHARLES FORT HALIFAX POWER CO. MARCH 12, 190? 738 103 W
WINSLOW-Kennebec HORNE, EMILY J. FORT HALIFAX POWER CO. FEBRUARY 4, 1909 738 101 W
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C>
WINSLOW-Kennebec EASMT PERPETUAL R/W FOR SEWER PIPELINE
WINSLOW-Kennebec EASMT WRIT #119; CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE (1/2 INTEREST); CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE (1/2 INTEREST); CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec EASMT WRIT #117; CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE
WINSLOW-Kennebec FEE
WINSLOW-Kennebec EASMT 20' R/W INCLUDING 7' ALONG SEBASTICOOK RIVER FOR SEWER PIPELINE
WINSLOW-Kennebec EASMT WRIT #116; CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE
WINSLOW-Kennebec EASMT CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that any be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 18 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C> <C> <C>
WINSLOW-Kennebec DAY, DANIEL C. FORT HALIFAX POWER CO. JULY 6, 1908 737 330
WINSLOW-Kennebec FULLER, SUSAN F. CMP APRIL 22, 1915 738 108
WINSLOW-Kennebec SMILEY, FRANK A., ET AL CMP MARCH 1, 1911 738 109
WINSLOW-Kennebec LANCASTER, FRED A. & SUSAN CMP NOVEMBER 20, 1913 738 107
WINSLOW-Kennebec BOWDEN, LEMUEL, ET AL CMP MARCH 19, 1910 738 105
WINSLOW-Kennebec JACKINS, WILLIAM B. FORT HALIFAX POWER CO. SEPTEMBER 18, 1909
WINSLOW-Kennebec CROSBY, EDWARD S. FORT HALIFAX POWER CO. DECEMBER 2, 1907 738 95
WINSLOW-Kennebec CROSBY, EDWARD S. FORT HALIFAX POWER CO. JUNE 3, 1905 484 325
WINSLOW-Kennebec THOMAS, CHARLES H. FORT HALIFAX POWER CO. MARCH 31, 1908 738 104
WINSLOW-Kennebec HODGES, STEPHEN FORT HALIFAX POWER CO. FEBRUARY 25, 1908 738 100
WINSLOW-Kennebec HANSEN, OLE W. FORT HALIFAX POWER CO. JANUARY 6, 1908 738 98
WINSLOW-Kennebec CAIN, CHARLES S. CMP SEPTEMBER 26, 1910 738 106
WINSLOW-Kennebec CMP PERNICE, CHARLES & JEANNE DECEMBER 19, 1986
WINSLOW-Kennebec FORTIER, FRED J. CMP APRIL 14, 1913 529 473
WINSLOW-Kennebec GETCHELL, COLBY FORT HALIFAX POWER CO. JULY 12, 1905 484 330
WINSLOW-Kennebec GARLAND, FRANK S. FORT HALIFAX POWER CO. NOVEMBER 22, 1907 738 96
WINSLOW-Kennebec LAUGHTON, ANNIE B. FORT HALIFAX POWER CO. AUGUST 31, 1907 484 326
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C>
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE
WINSLOW-Kennebec W FEE
WINSLOW-Kennebec W FEE
WINSLOW-Kennebec W FEE
WINSLOW-Kennebec MILL ACT EASMT WRIT #118; CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE
WINSLOW-Kennebec W FEE ACCESS AREA TO PROJECT
WINSLOW-Kennebec Q FEE
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 20 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C> <C> <C>
WINSLOW-Kennebec OSGOOD, ELIZABETH P. CMP JANUARY 1, 1985 2899 95
WINSLOW-Kennebec GETCHELL, ARTHUR A. CMP OCTOBER 20, 1914 737 332
WINSLOW-Kennebec LAUGHTON, ANNIE B., ET AL FORT HALIFAX POWER CO. AUGUST 31, 1907 484 326
WINSLOW-Kennebec REYNOLDS, FOREST E. FORT HALIFAX POWER CO. DECEMBER 24, 1908 732 169
WINSLOW-Kennebec ROBINSON, EMMA F. CMP MAY 4, 1912 732 168
WINSLOW-Kennebec GARLAND, FRANK S. FORT HALIFAX POWER CO. NOVEMBER 22, 1907 738 96
WINSLOW-Kennebec SKILLIN, CARO T. FORT HALIFAX POWER CO. AUGUST 3, 1904 461 160
WINSLOW-Kennebec WINSLOW, TOWN OF CMP MARCH 12, 1910 503 9
WINSLOW-Kennebec RARED COMPANY, INC. CMP FEBRUARY 29, 1996 5099 295
WINSLOW-Kennebec FERC CMP
WINSLOW-Kennebec NPDES CMP
WINSLOW-Kennebec DEP CMP
WINSLOW-Kennebec FORT HALIFAX POWER COMPANY CMP MARCH 16. 1910 503 3
WINSLOW-Kennebec CMP RARED COMPANY, INC. FEBRUARY 29, 1996 5099 297
WINSLOW-Kennebec PERNICE, CHARLES & JEANNE CMP DECEMBER 19, 1986 3847 112
WINSLOW-Kennebec CMP WINSLOW, TOWN OF NOVEMBER 7, 1977 2061 343
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C>
WINSLOW-Kennebec W FEE ACCESS AREA TO PROJECT
WINSLOW-Kennebec W EASMT
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec Q FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec Q FEE (1/4 INTEREST)
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE CMP ACQUIRED FROM FORT HALIFAX POWER BY DEED OF 3/16/10, B503/P3
WINSLOW-Kennebec W FEE
WINSLOW-Kennebec QCC EASMT ACCESS AREA TO PROJECT
WINSLOW-Kennebec PERMIT FERC LICENSE #2552; APP. FILED NOVEMBER 21, 1991
WINSLOW-Kennebec PERMIT NPDES APPL. FILED MARCH 18, 1992
WINSLOW-Kennebec PERMIT DEP 401 CERTIFICATION #L-17551-C-N; EXPIRES WHEN NEW FERC LICENSE EXPIRES
WINSLOW-Kennebec W FEE & EASMT LANDS, REAL ESTATE, WATER POWER & POWER RIGHTS & PRIVILEGES SITUATE IN
WINSLOW & BENTON WHICH WERE CONVEYED TO FT. HALIFAX POWER CO, BY LEWISTON,
AUGUSTA & WTVL STREET RAILWAY, 3/16/1910 AND DESCRIBED IN A MORTGAGE FROM
FT. HALIFAX POWER CO. TO THE TRUST CO. OF AMERICA, DATED 3/16/1910,
RECORDED 503/49
WINSLOW-Kennebec QCC FEE ACCESS AREA TO PROJECT
WINSLOW-Kennebec W FEE ACCESS AREA TO PROJECT
WINSLOW-Kennebec IND EASMT SEWER EASEMENT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 21 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C> <C> <C>
WINSLOW-Kennebec CMP WINSLOW, TOWN OF JANUARY 16, 1976
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------
FORT HALIFAX*
- -------------
<S> <C> <C> <C>
WINSLOW-Kennebec AGREEMENT EASMT SEWER EASEMENT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 22 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
This project has two dams located on the Androscoggin River. The first dam is Gulf Island dam that can be reached off the
Switzerland Road in Lewiston. The Deer Rips Dam can be reached by the North River Road in Auburn. Flowage rights are located along
the Androscoggin River in the towns of Livermore, Leeds, Turner, Greene, Auburn, and Lewiston.
<S> <C> <C> <C> <C> <C>
AUBURN- DILL, GEORGE W. ANDROSCOGGIN SEPTEMBER 260 434
Androscoggin ELECTRIC CO. 15, 1915
AUBURN- ROLLINS, CENTSEC OCTOBER 22, 349 267
Androscoggin ORISON F. 1924
AUBURN- GOULD, UNA N. CENTSEC JUNE 11, 1925 352 259
Androscoggin
AUBURN- UNION WATER LIBBY & DINGLEY APRIL 3, 1902 191 638
Androscoggin POWER CO.
AUBURN- DILL, GEORGE W. ANDROSCOGGIN MAY 26, 1921 305 595
Androscoggin ELECTRIC CO.
AUBURN- IRISH, CALVIN E. CENTSEC SEPTEMBER 4, 355 455
Androscoggin 1925
AUBURN- NILES, ARTHUR W. CENTSEC AUGUST 5, 1925 352 532
Androscoggin
AUBURN- ANDREWS, ANDROSCOGGIN DECEMBER 28, 257 461
Androscoggin CHARLES, ET AL ELECTRIC CO. 1914
AUBURN- WILSON, ANDROSCOGGIN AUGUST 2, 1915 260 352
Androscoggin CHARLES C. ELECTRIC CO.
ELECTRIC CO.
AUBURN- GROSS, AMERICAN LIGHT & SEPTEMBER 192 259
Androscoggin EDWARD W. POWER CO. 30, 1901
AUBURN- KENNEDY, ANNIE CENTSEC FEBRUARY 7, 381 147
Androscoggin 1928
AUBURN- DUPERE, SOPHIE CMP APRIL 20, 1927 369 307
Androscoggin
AUBURN- DUNHAM, HILDA L. CENTSEC MARCH 28, 1925 349 424
Androscoggin
AUBURN- WATERMAN, CENTSEC MAY 28, 1925 352 188
Androscoggin NETTIE E., ET AL
AUBURN- JONES, JULIA R. CENTSEC MAY 28, 1925 352 186
Androscoggin
<CAPTION>
- --------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------
GULF ISLAND *
- -------------
<S> <C> <C> <C>
AUBURN- W EASMT CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- IND FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417; INCLUDES STATION SITE,
DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED
IN AUBURN & LEWISTON
AUBURN- W FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF
Androscoggin 3/6/29, B389/P603 OR 6/14/26, B364/527
AUBURN- W EASMT CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417
AUBURN- Q EASMT CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417
AUBURN- W FEE
Androscoggin
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE
Androscoggin
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11 (C) Page 23 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
AUBURN- UNION WATER CMP DECEMBER 30, 344 618
Androscoggin POWER CO. 1924
AUBURN- MOORE, FRANK CENTSEC MAY 15, 1925 352 122
Androscoggin B.
AUBURN- CMP AUBURN, CITY OF MAY 1, 1951
Androscoggin
AUBURN- CMP BLACKMORE, MARCH 1, 1963
Androscoggin BENJAMIN E. &
ALETHA L.
AUBURN- CONANT, HENRY CENTSEC MAY 20, 1925 352 135
Androscoggin F.
AUBURN- FOGG, NORMAN CENTSEC APRIL 30, 1925 352 22
Androscoggin L., ET AL
AUBURN- DUPERE, CMP MAY 18, 1951 654 247
Androscoggin LOUISE R.
AUBURN- FOGG, MERTON CENTSEC MARCH 26, 1926 361 288
Androscoggin A., ET AL
AUBURN- WATERMAN, IRA CENTSEC JUNE 11, 1925 352 299
Androscoggin H.
AUBURN- LITCHFIELD, CENTSEC JUNE 29, 1926 358 137
Androscoggin CHARLES A., ET
AL
AUBURN- WATERMAN, CENTSEC AUGUST 31, 361 27
Androscoggin CHARLES E., ET 1925
AL
AUBURN- UNION WATER CMP DECEMBER 30, 344 618
Androscoggin POWER CO. 1924
AUBURN- KNAPP, FRED E. CENTSEC MAY 7, 1925 352 74
Androscoggin
AUBURN- CONANT, CENTSEC JUNE 23, 1925 352 347
Androscoggin FREDERICK L.,
ET AL
AUBURN- UNION WATER LIBBY & DINGLEY APRIL 3, 1902 191 638
Androscoggin POWER CO.
<CAPTION>
- --------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
AUBURN- IND FEE ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- IND/LEASE AUBURN FIRE DEPT, DRILL GROUNDS
Androscoggin
AUBURN- IND/LEASE AGRICULTURAL LOT FOR PRIVATE USE
Androscoggin
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE
Androscoggin
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- Q FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- T FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
B389/P603 OR 6/14/26, B364/527
Androscoggin
AUBURN- IND FEE ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
AUBURN- IND FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35,
Androscoggin B450/P417; INCLUDES STATION SITE,
DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED
IN AUBURN & LEWISTON
</TABLE>
_______________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11 (C) Page 24 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
AUBURN- CENTSEC CMP MARCH 6, 1929 389 603 W FEE
Androscoggin
AUBURN- COBURN, JOHN, W.S. LIBBEY & SEPTEMBER 162 505 Q FEE
Androscoggin JR. HENRY M. DINGLEY 25, 1895
AUBURN- UNION WATER LIBBY & DINGLEY APRIL 3, 1902 191 638 IND FEE
Androscoggin POWER CO.
AUBURN- UNION WATER LIBBY & DINGLEY APRIL 3, 1902 191 638 IND FEE
Androscoggin POWER CO.
AUBURN- LIBBY & ANDROSCOGGIN OCTOBER 26, 257 250 Q FEE
Androscoggin DINGLEY CO. ELECTRIC CO. 1914
AUBURN- PETTENGILL, CENTSEC JUNE 1, 1925 352 192 W FEE
Androscoggin LAWRENCE C.
AUBURN- KNAPP, FANNIE CENTSEC JUNE 30, 1925 335 496 Q FEE
Androscoggin E., ET AL
AUBURN- CENTSEC CMP JUNE 14, 1926 364 527 W FEE
Androscoggin
AUBURN- ATWOOD, CENTSEC APRIL 19, 1925 335 432 Q FEE
Androscoggin TASCUS
AUBURN- GURNEY, CENTSEC APRIL 30, 1925 352 9 W FEE
Androscoggin BLANCHE M.
AUBURN- ANDROSCOGGIN CMP JULY 31, 1935 450 417 QCC FEE
Androscoggin ELECTRIC
AUBURN- CMP IRISH, CALVIN E. NOVEMBER 15, Q FEE
Androscoggin 1961
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREEN- GONDYCK, CENTSEC DECEMBER 9, 354 486 W FEE
Androscoggin JOSEPH, ET AL 1925
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
AUBURN-
Androscoggin
AUBURN-
Androscoggin
AUBURN- CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417; INCLUDES STATION SITE,
DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED
IN AUBURN & LEWISTON
AUBURN- CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417; INCLUDES STATION SITE,
DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED
IN AUBURN & LEWISTON
AUBURN- BRADBURY SHORE; CMP ACQUIRED FROM
Androscoggin ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35,
B450/P417
AUBURN- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 or 6/14/28, B364/527
AUBURN- RELEASE OF INTEREST IN CEMETERY
Androscoggin
AUBURN- CORRECTIVE DEED TO BK 364, PG 160; INCLUDES
Androscoggin PARCELS, RIPARIAN & FLOWAGE RIGHTS; ALSO GULF
ISLAND & SHEEP ISLAND
AUBURN-
Androscoggin
AUBURN- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 or 6/14/28, B364/527
AUBURN- CORPORATE EXPANSION DEED
Androscoggin
AUBURN- FLOWAGE RIGHTS RETAINED
Androscoggin
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER.
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER.
GREENE & LEEDS
GREENE- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 or 6/14/28, B364/527
</TABLE>
_______________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f)
and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 25 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
GREENE- CENTSEC CMP JUNE 14, 1926 364 527 W FEE
Androscoggin
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- ROSE, ERNEST CENTSEC OCTOBER 15, 365 422 W FEE
Androscoggin A 1926
GREENE- UNION WATER CMP DECEMBER 30, 344 618 IND FEE &
Androscoggin POWER CO. 1924 EASMT
GREENE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q FEE
Androscoggin POWER
COMPANY
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
GREENE- CORRECTIVE DEED TO BK 364, PG 160; INCLUDES
Androscoggin PARCELS, RIPARIAN & FLOWAGE RIGHTS; ALSO GULF
ISLAND & SHEEP ISLAND
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/28, B364/527
GREENE- ABOUT 27 PARCELS FOR FLOWAGE RIGHTS -
Androscoggin INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
GREENE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
</TABLE>
_______________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f)
and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 26 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
GREENE-Androscoggin LIBBY, ALBERT V. CENTSEC DECEMBER 5, 1925 354 473
GREENE-Androscoggin CMP GULF ISLAND POND OXYGENATION PROJECT OCTOBER 11, 1991
GREENE-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 304
GREENE-Androscoggin CMP BATES COLLEGE NOVEMBER 6, 1987
GREENE-Androscoggin LIBBY, ALBERT V. CENTSEC DECEMBER 5, 1925 284 322
GREENE-Androscoggin BUCKLEY, GUY G. CENTSEC JANUARY 12, 1928 381 143
GREENE-Androscoggin LAMONTAGNE, EDWARD CENTSEC AUGUST 11, 1925 352 540
GREENE-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618
GREENE-Androscoggin ROSE, FANNIE M. CENTSEC JULY 29, 1925 352 498
GREENE-Androscoggin JORDAN, HERBERT L. CENTSEC DECEMBER 2, 1925 354 472
GREENE-Androscoggin GILBERT, C. I., ET AL CMP OCTOBER 23, 1929 834 183
GREENE-Androscoggin GILBERT, CECIL A., ET AL CMP JANUARY 22, 1938 488 140
GREENE-Androscoggin GREENLEAF, GEORGE F. CENTSEC JULY 22, 1925 352 429
GREENE-Androscoggin SYLVESTER, STEPHEN R. CENTSEC JULY 22, 1925 352 430
GREENE-Androscoggin MOWER, EDWARD A. CENTSEC AUGUST 18, 1925 352 568
GREENE-Androscoggin CYR, FRED, ET AL CENTSEC OCTOBER 29, 1925 354 295
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin IND/LEASE 30' ROW FOR PIPELINE & DIFFUSER
GREENE-Androscoggin Q EASMT RELEASES COVENANT OF MAINE PULP & PAPER CO RE DAM CREST ELEVATION
ON ANDROS. RIVER
GREENE-Androscoggin LICENSE ACCESS TO ANDROSCOGGIN RIVER & TEMPORARY DOCKING
GREENE-Androscoggin GD FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527; GUARDIAN FOR JULIA A. LIBBY
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin IND FEE & EASMT ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN,
LEWISTON, TURNER, GREENE & LEEDS
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W EASMT RECORDED RECEIPT
GREENE-Androscoggin W EASMT RECORDED RECEIPT
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 27 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
GREENE-Androscoggin GIRARDIN, ADELINA CENTSEC DECEMBER 27, 1924 352 265
GREENE-Androscoggin RACKLEY, BENJAMIN P. CENTSEC AUGUST 21, 1925 350 668
GREENE-Androscoggin FOGG, DENNISON A. CENTSEC AUGUST 6, 1925 352 520
GREENE-Androscoggin FIELD, ANNIE M. CENTSEC AUGUST 14, 1925 352 559
GREENE-Androscoggin GORMAN, ELMER A. CENTSEC JULY 24, 1925 352 456
GREENE-Androscoggin FOSS, JENNIE A. CENTSEC AUGUST 12, 1925 354 39
GREENE-Androscoggin ROSE, WALTER E. CENTSEC SEPTEMBER 4, 1925 354 50
GREENE-Androscoggin DRAPEAU, MARY CENTSEC AUGUST 11, 1926 365 168
GREENE-Androscoggin FOGG, LUCRETIA W., ET AL CENTSEC AUGUST 14, 1926 358 198
GREENE-Androscoggin CMP PERKINS, JOHN R. OCTOBER 31, 1962
GREENE-Androscoggin CMP WALKER, CHARLES MARCH 9, 1943
GREENE-Androscoggin CENTSEC DRAPEAU, MARY NOVEMBER 30, 1925 475 385
GREENE-Androscoggin UNION WATER POWER CO. LONG, KENNETH E., ET AL FEBRUARY 12, 1985 1809 48
GREENE-Androscoggin CMP BLAIS, RICHARD FEBRUARY 19, 1985
GREENE-Androscoggin CMP ROSE, FANNIE M. OCTOBER 31, 1944
GREENE-Androscoggin CMP MICHAUD, EMILE & SMITH, KENNETH SEPTEMBER 11, 1950
GREENE-Androscoggin CMP BURNHAM, JACK & FLORA OCTOBER 31, 1944
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin Q EASMT CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
GREENE-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
GREENE-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
GREENE-Androscoggin W FEE
GREENE-Androscoggin RELEASE CONVEYED TO MAINE PULP & PAPER CO, 12/17/1898, 178/507; UWP CO. IS
SUCCESSOR TO MAINE PUBLP & PAPER
GREENE-Androscoggin Q FEE SALE OF TWO ROD WIDE R.O.W.
GREENE-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
GREENE-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
GREENE-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 28 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- -----------
<S> <C> <C> <C> <C> <C>
GREENE-Androscoggin CMP ADDISON, ANNA S. NOVEMBER 15, 1961
LEEDS-Androscoggin PULSIFER, MAIDEE P. CMP NOVEMBER 13, 1940 512 578
LEEDS-Androscoggin PRATT, ANNIE E. CENTSEC DECEMBER 18, 1925 354 519
LEEDS-Androscoggin ROSE, LEROY P. CENTSEC JANUARY 12, 1928 381 64
LEEDS-Androscoggin CLARK, NETTIE M. CENTSEC JANUARY 18, 1928 381 65
LEEDS-Androscoggin CLARK, NETTIE M. CENTSEC JANUARY 18, 1928 381 65
LEEDS-Androscoggin GAGNE, HENRY CMP DECEMBER 15, 1937 483 431
LEEDS-Androscoggin SAFFORD, VICTOR L. CENTSEC OCTOBER 25, 1930 408 213
LEEDS-Androscoggin SAFFORD, VICTOR L. CMP NOVEMBER 23, 1929 397 375
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
LEEDS-Androscoggin ROSE, ETTA P. CENTSEC DECEMBER 19, 1925 354 518
LEEDS-Androscoggin THOMAS, ALTON L. CENTSEC OCTOBER 28, 1930 407 411
LEEDS-Androscoggin THOMAS, ALTON L. CENTSEC OCTOBER 28, 1930 407 411
LEEDS-Androscoggin THOMAS, ALTON L. CENTSEC OCTOBER 28, 1930 407 411
LEEDS-Androscoggin BUCKLEY, GUY G. CENTSEC JANUARY 12, 1928 381 144
LEEDS-Androscoggin DEANE, ALICE M., ET AL CMP OCTOBER 25, 1940 512 522
LEEDS-Androscoggin DEANE, ALICE M., ET AL CMP OCTOBER 25, 1940 512 522
LEEDS-Androscoggin BUTLER, WALDO L. CENTSEC JANUARY 18, 1927 381 68
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
GREENE-Androscoggin Q FEE PORTION OF PARCELS 19, 21 & 23; FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin W EASMT
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W EASMT
LEEDS-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W EASMT
LEEDS-Androscoggin W EASMT
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 29 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
LEEDS-Androscoggin DEANE, ALICE M., ET AL CMP OCTOBER 25, 1940 512 522
LEEDS-Androscoggin BUCKLEY, GUY G. CENTSEC JANUARY 17, 1928 381 143
LEEDS-Androscoggin MCNEAR, CLARA R. CMP JANUARY 1, 1938 483 506
LEEDS-Androscoggin MORRIS, FOREST L. CENTSEC DECEMBER 4, 1925 354 471
LEEDS-Androscoggin HOWARD, W. E., ET AL CENTSEC JANUARY 27, 1926 361 43
LEEDS-Androscoggin LANE, ISSACHAR CENTSEC DECEMBER 4, 1925 354 470
LEEDS-Androscoggin HERRICK, FRANK H. CENTSEC DECEMBER 4, 1925 354 469
LEEDS-Androscoggin LINCOLN, HERBERT W., ET AL CENTSEC JANUARY 25, 1928 377 517
LEEDS-Androscoggin HERBERT W. LINCOLN, ET AL CENTSEC JANUARY 25, 1928 377 517
LEEDS-Androscoggin THOMAS, ALTON L. CENTSEC OCTOBER 28, 1930 407 411
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
LEEDS-Androscoggin W EASMT
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 30 of 133
<PAGE>
<TABLE>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEEDS-Androscoggin CENTSEC CMP JUNE 14, 1926 346 527 W FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CENTSEC JANUARY 25, 1928 377 517 W FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CENTSEC DECEMBER 2, 1925 354 472 W FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP NOVEMBER 9, 1929 397 376 W EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP OCTOBER 4, 1937 475 600 W FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP NOVEMBER 2, 1929 395 395 W EASMT
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
LEEDS-Androscoggin CORRECTIVE DEED TO BK 364, PG 160 INCLUDES PARCELS,
RIPARIAN & FLOWAGE RIGHTS; ALSO GULF ISLAND & SHEEP ISLAND
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEEDS-Androscoggin 1/2 INTEREST
LEEDS-Androscoggin 1/2 INTEREST
LEEDS-Androscoggin
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C)Page 31 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEEDS-Androscoggin GILMORE,WINFIELD S. CMP OCTOBER 8, 1937 464 1 W FEE
LEEDS-Androscoggin HEWINS, FLORA G. CMP DECEMBER 30, 1938 492 627 W EASMT
LEEDS-Androscoggin UNION WATER POWER CO. CMP DECEMBER 31, 1924 344 618 Q FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 404 Q FEE & EASMT
LEEDS-Androscoggin PRATT, ANNIE CMP DECEMBER 9, 1937 483 301 W FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 404 Q FEE & EASMT
LEEDS-Androscoggin CENTSEC CMP JULY 31, 1935 450 384 Q FEE
LEEDS-Androscoggin CENTSEC CMP MARCH 6, 1929 389 603 W FEE
LEEDS-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
LEEDS-Androscoggin CMP MITCHELL, JUNE 10, 1957 Q FEE
SHERMAN &
MORRIS, ROGER
LEEDS-Androscoggin CMP MERRILL, CLIFTON L MARCH 13, 1961 Q FEE
LEEDS-Androscoggin CMP PRESTON OCTOBER 1, 1963 Q FEE
HOWARD & MARY
LEEDS-Androscoggin CMP MORRIS, ROGER JULY 18, 1968 QQC FEE
LEEDS-Androscoggin CMP ADDISON, ROBERT JULY 1, 1958 Q FEE
& ANNA
LEEDS-Androscoggin CMP ALDEN, MARTIN & JUNE 12, 1947 Q FEE
RUTH
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
LEEDS-Androscoggin
LEEDS-Androscoggin
LEEDS-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREEN & LEEDS
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin INCLUDES JENNINGS ISLAND
LEEDS-Androscoggin
LEEDS-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LEEDS-Androscoggin FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin FLOWAGE RIGHTS WERE NOT RETAINED
LEEDS-Androscoggin FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin FLOWAGE RIGHTS RETAINED
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 32 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
LEEDS-Androscoggin CMP DEANE, PHILLIPS SEPTEMBER 29, 1936
LEEDS-Androscoggin CMP MORRIS, ROGER JULY 18, 1968
LEEDS-Androscoggin CMP J. G. DEERING & SON JANUARY 24, 1957
LEEDS-Androscoggin CMP ISAACSON, ELI A. MARCH 15, 1955
LEEDS-Androscoggin CMP SACO VALLEY TIMBER CO. FEBRUARY 15, 1961
LEEDS-Androscoggin CMP KAHERL, MARY BROWN NOVEMBER 21, 1960
LEEDS-Androscoggin CMP KAHERL, GEORGE W. AUGUST 2, 1945
LEEDS-Androscoggin CMP SMITH, RAYMOND & ALLEN, CHARLES MAY 10, 1938
LEWISTON-Androscoggin AUSTIN, ORRIN LIBBY & DINGLEY OCTOBER 14, 1895 166 12
LEWISTON-Androscoggin LIBBEY, ALLA A., ET AL ANDROSCOGGIN ELECTRIC CO. MARCH 29, 1929 294 389
LEWISTON-Androscoggin COBURN, JOHN, JR. LIBBY & DINGLEY SEPTEMBER 28, 1895 154 548
LEWISTON-Androscoggin COBURN, JOHN, JR. LIBBY & DINGLEY NOVEMBER 4, 1895 166 4
LEWISTON-Androscoggin NEHRHOOD, SARAH, ET AL LIBBY & DINGLEY OCTOBER 14, 1895 166 29
LEWISTON-Androscoggin UNION WATER POWER CO. LIBBY & DINGLEY APRIL 3, 1902 191 638
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin Q FEE PORTION OF PROPERTY.
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEEDS-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
LEWISTON-Androscoggin Q FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35, B450/P417;
INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin T FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35, B450/P417;
INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin Q FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35, B450/P417;
INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin Q FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35, B450/P417;
INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin Q FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35, B450/P417;
INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin IND FEE INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 33 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
LEWISTON-Androscoggin UNION WATER POWER CO. LIBBY & DINGLEY APRIL 3, 1902 191 638
LEWISTON-Androscoggin THERRIEN, HILLAIRE CENTSEC OCTOBER 22, 1927 375 416
LEWISTON-Androscoggin CENTSEC CMP MARCH 6, 1929 389 603
LEWISTON-Androscoggin PROVOST, MARIE JOSEPHINE CENTSEC MAY 21, 1928 379 300
LEWISTON-Androscoggin PROVOST, SIMONE, ET AL CMP NOVEMBER 14, 1929 409 2
LEWISTON-Androscoggin CENTSEC CMP JUNE 14, 1926 364 527
LEWISTON-Androscoggin WISEMAN, ANNE T. CMP AUGUST 17, 1960 834 37
LEWISTON-Androscoggin MORROW, ANNIE, ET AL LIBBY & DINGLEY OCTOBER 14, 1895 167 138
LEWISTON-Androscoggin TAYLOR, AUGUSTA M. CMP MARCH 4, 1927 369 101
LEWISTON-Androscoggin LEWISTON & AUBURN ELECTRIC LIGHT CO. ANDROSCOGGIN ELECTRIC CO. OCTOBER 26, 1914 257 246
LEWISTON-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618
LEWISTON-Androscoggin FOGG, ALMON W. CENTSEC OCTOBER 14, 1926 365 390
LEWISTON-Androscoggin LITCHFIELD, CHARLES A., ET AL CENTSEC JUNE 29, 1926 358 137
LEWISTON-Androscoggin PATRY, JOSEPH T. CENTSEC JULY 30, 1926 284 344
LEWISTON-Androscoggin UNION WATER POWER CO. LIBBY & DINGLEY APRIL 3, 1902 191 638
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
LEWISTON-Androscoggin IND FEE INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEWISTON-Androscoggin W FEE CORPORATE EXPANSION DEED
LEWISTON-Androscoggin W FEE 1/3 PART; CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
LEWISTON-Androscoggin Q FEE 1/3 PART; CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
LEWISTON-Androscoggin W FEE CORRECTIVE DEED TO BK 364, PG 160; INCLUDES PARCELS, RIPARIAN & FLOWAGE
RGHTS; ALSO GULF ISLAND & SHEEP ISLAND
LEWISTON-Androscoggin Q FEE 1/3 PART
LEWISTON-Androscoggin Q FEE CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY DEED OF 7/31/35, B450/P417;
INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
LEWISTON-Androscoggin W EASMT
LEWISTON-Androscoggin W FEE DEER RIPS STATION, INCLUDING R/W'S & FLOWAGE
LEWISTON-Androscoggin IND FEE ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON,
TURNER, GREENE & LEEDS
LEWISTON-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEWISTON-Androscoggin Q FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEWISTON-Androscoggin GD FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
LEWISTON-Androscoggin IND FEE INCLUDES STATION SITE, DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED IN
AUBURN & LEWISTON
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 34 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEWISTON- PATRY, LAUREA CENTSEC JULY 30, 1926 365 116 W FEE
Androscoggin
LEWISTON- UNION WATER LIBBY & DINGLEY APRIL 3, 1902 191 638 IND FEE
Androscoggin POWER CO.
LEWISTON- JACKSON, CENTSEC JULY 31, 1925 361 287 W FEE
Androscoggin CHARLES E.
LEWISTON- CONANT, FRANK LIBBY & DINGLEY OCTOBER 16, 166 30 Q FEE
Androscoggin A. 1895
LEWISTON- GASTONGUAY, CENTSEC MAY 3, 1926 361 351 W FEE
Androscoggin STANISLAS
LEWISTON- LIBBY & ANDROSCOGGIN OCTOBER 26, 257 250 Q FEE
Androscoggin DINGLEY CO. ELECTRIC CO. 1914
LEWISTON- GASTONGUAY, CENTSEC JANUARY 30, 349 285 W FEE
Androscoggin STANISLAS 1925
LEWISTON- UNION WATER LIBBY & DINGLEY APRIL 3, 1902 191 638 IND FEE
Androscoggin POWER CO.
LEWISTON- GASTONGUAY, CENTSEC JULY 24, 1925 352 467 W FEE
Androscoggin STANISLAS
LEWISTON- PENLEY, EVA A. CMP OCTOBER 7, 375 518 W FEE
Androscoggin 1927
LEWISTON- CMP ST. ONGE, DANIEL DECEMBER 25, Q FEE
Androscoggin & VIVIAN 1985
LEWISTON- CMP BELLAVANCE, AUGUST 23, Q FEE
Androscoggin OSCAR J. 1963
LEWISTON- CMP/UWP NORTHERN JULY 24, 1989 AGREEMENT
Androscoggin UTILITIES
LEWISTON- CMP LAMONTAGNE, AUGUST 16, 1963 Q FEE
Androscoggin JOSEPH
LEWISTON- J. W. WILBUR CMP JUNE 16, 1944 556 58 Q FEE
Androscoggin CO., INC.
LEWISTON/AUBURN- CMP, ET AL JANUARY 9, AGREEMENT
Androscoggin 1991
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
LEWISTON- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
LEWISTON- INCLUDES STATION SITE, DAM SITE & FLOWAGE-
Androscoggin APPROX 9 PARCELS LOCATED IN AUBURN & LEWISTON
LEWISTON- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B364/527
LEWISTON- CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417; INCLUDES STATION SITE,
DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED
IN AUBURN & LEWISTON
LEWISTON- 50' ROADWAY
Androscoggin
LEWISTON- CMP ACQUIRED FROM ANDROSCOGGIN ELECTRIC BY
Androscoggin DEED OF 7/31/35, B450/P417; INCLUDES STATION SITE,
DAM SITE & FLOWAGE - APPROX 9 PARCELS LOCATED
IN AUBURN & LEWISTON
LEWISTON- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B384/527
LEWISTON- INCLUDES STATION SITE, DAM SITE & FLOWAGE-APPROX
Androscoggin 9 PARCELS LOCATED IN AUBURN & LEWISTON
LEWISTON- CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29,
Androscoggin B389/P603 OR 6/14/26, B346/527
LEWISTON- LOTS 237 & 266 IN SWITZERLAND TERRACE
Androscoggin SUBDIVISION
LEWISTON- WE DID NOT RETAIN FLOWAGE RIGHTS ON THIS
Androscoggin PARCEL BUT DID SO ON ADJOINING PARCELS
LEWISTON- FLOWAGE RIGHTS RETAINED
Androscoggin
LEWISTON- 20' WIDE EASEMENT FOR GAS UTILITIES
Androscoggin
LEWISTON- FLOWAGE RIGHTS RETAINED
Androscoggin
LEWISTON- PORTION OF SWITZERLAND TERRACE SUBDIVISION
Androscoggin
LEWISTON/AUBURN- POND OXYGENZTION PROJECT AGREEMENT OF
Androscoggin GENERAL PARTNERSHIP
</TABLE>
_______________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to section 7.4(f)
and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 35 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEWISTON/AUBURN- CMP FERC DECEMBER 9, AGREEMENT
N-Androscoggin 1993
LEWISTON/AUBURN- FERC CMP PERMIT
N-Androscoggin
LEWISTON/AUBURN- DEP CMP PERMIT
N-Androscoggin
LEWISTON/AUBURN- NPDES CMP PERMIT
N-Androscoggin
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
LIVERMORE- RAM ISLAND CMP JUNE 1, 1937 474 301 Q EASMT
Androscoggin POWER
COMPANY
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
LEWISTON/AUBURN- MANAGEMENT OF HISTORICAL AND
N-Androscoggin ARCHEOLOGICAL SITES
LEWISTON/AUBURN- FERC LICENSE #2283; DEER RIPS; APPL. FILED
N-Androscoggin DECEMBER 10, 1991
LEWISTON/AUBURN- PENDING DEP 401 CERTIFICATION; DEER RIPS; APPL.
N-Androscoggin FILED NOVEMBER 14, 1996; INCLUDES GULF ISLAND,
DEER RIPS & ANDRO #3
LEWISTON/AUBURN- NPDES APPL, FILED JANUARY 31, 1992
N-Androscoggin
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
LIVERMORE- APPROX 47 PARCELS LOCATED IN TURNER,
Androscoggin LIVERMORE, LEEDS & GREENE
</TABLE>
_______________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to section 7.4(f)
and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 36 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
LIVERMORE-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q EASMT
LIVERMORE-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q EASMT
LIVERMORE-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q EASMT
TURNER-Androscoggin CONANT, JOSEPH H. CENTSEC JUNE 11, 1925 352 258 W FEE
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
TURNER-Androscoggin BUCKNAM, CHESTER S. CENTSEC APRIL 15, 1925 349 516 W FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin BEAN, GEORGE H. CENTSEC JANUARY 16, 1925 349 239 W FEE
TURNER-Androscoggin TURNER, TOWN OF CENTSEC JANUARY 17, 1925 335 340 Q FEE
TURNER-Androscoggin WALKER, WALLACE CENTSEC JANUARY 16, 1925 349 242 W FEE
TURNER-Androscoggin CONANT, ALONZO CENTSEC MAY 7, 1925 352 35 W FEE
TURNER-Androscoggin WALKER, LELIA G. CENTSEC MAY 11, 1925 352 121 W FEE
TURNER-Androscoggin ALLEN, CHARLES A. CENTSEC JUNE 20, 1925 335 492 Q FEE
TURNER-Androscoggin MOWER, W. MELVILLE CENTSEC JULY 29, 1925 361 296 W FEE
TURNER-Androscoggin MOWER, OTIS H. CENTSEC MAY 7, 1925 352 52 W FEE
TURNER-Androscoggin TURNER, TOWN OF CENTSEC APRIL 15, 1925 335 414 Q FEE
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
LIVERMORE-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LIVERMORE-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
LIVERMORE-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 37 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
GULF/ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
TURNER-Androscoggin BURBANK, ALICE M. CENTSEC FEBRUARY 16, 1925 349 328 W FEE
TURNER-Androscoggin COTE, ANDREW CENTSEC JULY 7, 1925 352 378 W FEE
TURNER-Androscoggin TURNER, TOWN OF CENTSEC JULY 17, 1925 335 498 Q FEE
TURNER-Androscoggin WOOD, LEON R., ET AL CENTSEC JULY 14, 1925 352 402 W FEE
TURNER-Androscoggin TURNER, TOWN OF CENTSEC AUGUST 19, 1925 352 579 W FEE
TURNER-Androscoggin TURNER, TOWN OF CENTSEC MAY 19, 1925 335 449 Q FEE
TURNER-Androscoggin JORDAN, ERNEST E. CENTSEC MAY 28, 1925 352 206 W FEE
TURNER-Androscoggin LOWE, HARRY C., ET AL CMP OCTOBER 4, 1937 475 600 W FEE
TURNER-Androscoggin RANGER, LENA M. CENTSEC APRIL 10, 1925 349 504 W FEE
TURNER-Androscoggin JORDON, WILLIAM H. CENTSEC JANUARY 28, 1926 361 309 W FEE
TURNER-Androscoggin PRINDLE, EVA M. CENTSEC JUNE 16, 1925 352 266 W FEE
TURNER-Androscoggin LOWE, O. H. CENTSEC JUNE 18, 1925 352 300 W FEE
TURNER-Androscoggin HASKELL, MAY E. CENTSEC APRIL 28, 1925 352 10 W FEE
TURNER-Androscoggin CENTSEC CMP JUNE 14, 1926 364 527 W FEE
TURNER-Androscoggin GOULD, WILLIAM H. CENTSEC MARCH 21, 1925 349 417 W FEE
TURNER-Androscoggin CENTSEC CMP JULY 31, 1935 450 384 Q FEE
TURNER-Androscoggin PURKIS, WALTER H. CENTSEC FEBRUARY 5, 1926 284 332 GD FEE
TURNER-Androscoggin ADDITON, E. E. CENTSEC MAY 12, 1925 352 119 W FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF/ISLAND*
- ------------
<S> <C>
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CORRECTIVE DEED TO BK 364, PG 160; INCLUDES PARCELS, RIPARIAN & FLOWAGE RGHTS;
ALSO GULF ISLAND & SHEEP ISLAND
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin INCLUDES JENNINGS ISLAND
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 38 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
TURNER-Androscoggin RIDLON, ELLA E. CENTSEC JUNE 5, 1925 352 213 W FEE
TURNER-Androscoggin GRAFFAM, GEORGE E., ET AL CENTSEC MAY 13, 1925 352 120 W FEE
TURNER-Androscoggin PURKIS, WALTER H., ET AL CENTSEC MAY 23, 1925 352 160 W FEE
TURNER-Androscoggin THURSTON, NELLIE G., ET AL CENTSEC MAY 4, 1925 352 34 W FEE
TURNER-Androscoggin THURSTON, NELLIE G., ET AL CENTSEC MAY 4, 1925 352 34 W FEE
TURNER-Androscoggin GOULD, WILLIAM H. CENTSEC MARCH 21, 1925 349 417 W FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301 Q FEE & EASMT
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER,
GREENE & LEEDS
TURNER-Androscoggin APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Asssets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 39 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin GILMORE, WILLIAM L., ET AL CENTSEC JANUARY 19, 1928 377 506 W FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin CENTSEC CMP MARCH 6, 1929 389 603 W FEE
TURNER-Androscoggin CENTSEC CMP OCTOBER 30, 1929 397 311 W FEE
TURNER-Androscoggin UNION WATER POWER CO. CMP DECEMBER 30, 1924 344 618 IND FEE
TURNER-Androscoggin VARNEY, GEORGE W. CMP NOVEMBER 5, 1937 484 69 W FEE
TURNER-Androscoggin LOWE, ANNIE M., ET AL CMP NOVEMBER 9, 1929 397 376 W EASMT
TURNER-Androscoggin ANDREWS, ELBRIDGE W. CENTSEC FEBRUARY 15, 1928 377 603 W FEE
TURNER-Androscoggin HILL, ADA M. CENTSEC DECEMER 15, 1927 375 576 W FEE
TURNER-Androscoggin HILL, ADA M. CMP DECEMBER 14, 1937 483 430 W FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C>
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin CORPORATE EXPANTION DEED
TURNER-Androscoggin CORRECTIVE DEED FOR BK 389, PG 603, LAND IN TURNER ONLY
TURNER-Androscoggin ABOUT 27 PARCELS FOR FLOWAGE RIGHTS - INCLUDES PARCELS IN AUBURN, LEWISTON, TURNER, GREENE & LEEDS
TURNER-Androscoggin
TURNER-Androscoggin
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Asssets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 40 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
TURNER-Androscoggin MERRILL, ADDIE M. CENTSEC FEBRUARY 17, 1928 381 146
TURNER-Androscoggin MERRILL, ADDIE M. CENTSEC FEBRUARY 17, 1928 284 412
TURNER-Androscoggin DAY, CHARLES A. CENTSEC JUNE 5, 1925 352 212
TURNER-Androscoggin VARNEY, GEORGE W. CMP NOVEMBER 5, 1937 484 69
TURNER-Androscoggin LOWE, HARRY C., ET AL CMP OCTOBER 4, 1937 475 600
TURNER-Androscoggin GRANT, JOSEPH L., ET AL CENTSEC JANUARY 26, 1928 381 78
TURNER-Androscoggin PRATT, CLARA E. CMP OCTOBER 8, 1937 483 196
TURNER-Androscoggin PRATT, CLARA E. CMP OCTOBER 8, 1937 483 196
TURNER-Androscoggin GRANT, JOSEPH L. CMP NOVEMBER 2, 1937 483 249
TURNER-Androscoggin JENNINGS, THOMAS L., ET AL CENTSEC FEBRUARY 2, 1929 391 115
TURNER-Androscoggin STEWARD, FRANCES, ET AL CENTSEC NOVEMBER 2, 1929 409 92
TURNER-Androscoggin DEANE, ALICE M., ET AL CMP OCTOER 25, 1940 512 522
TURNER-Androscoggin HOWARD, WILLIAM E., ET AL CENTSEC JANUARY 31, 1928 381 92
TURNER-Androscoggin ALDEN, ELMER L., ET AL CENTSEC JANUARY 31, 1928 377 531
TURNER-Androscoggin THOMAS, ALTON L. CENTSEC OCTOBER 28, 1930 407 411
TURNER-Androscoggin GILMORE, WILLIAM L., ET AL CENTSEC JANUARY 19, 1928 377 506
TURNER-Androscoggin JORDAN, ARTHUR C. CENTSEC AUGUST 12, 1925 352 560
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
TURNER-Androscoggin W FEE 14/15 PART; CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR
6/14/26, B364/527
TURNER-Androscoggin GD FEE 1/15 PART; CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR
6/14/26, B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin Q FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W EASMT
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 41 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
TURNER-Androscoggin THOMAS, WILLIAM H. CENTSEC JULY 14, 1927 369 558
TURNER-Androscoggin ALDEN, EUGENE F. CENTSEC MAY 28, 1925 352 187
TURNER-Androscoggin TURNER, TOWN OF CENTSEC AUGUST 19, 1925 352 579
TURNER-Androscoggin GILMORE, WINFIELD S. CMP OCTOBER 8, 1937 484 1
TURNER-Androscoggin LOWE, ANNIE M., ET AL CMP NOVEMBER 9, 1929 397 376
TURNER-Androscoggin ALDEN, ELMER L., ET AL CENTSEC JANUARY 31, 1928 377 531
TURNER-Androscoggin LOWE, ANNIE M., ET AL CMP NOVEMBER 9, 1929 397 376
TURNER-Androscoggin CARVER, ROSSA C., ET AL CENTSEC JANUARY 31, 1928 381 90
TURNER-Androscoggin ALDEN, ELMER L. CENTSEC JANUARY 31, 1928 381 91
TURNER-Androscoggin BRYANT, CHARLES A. CENTSEC JANUARY 14, 1928 381 69
TURNER-Androscoggin POLAND, BENJAMIN E. CENTSEC JANUARY 7, 1928 381 145
TURNER-Androscoggin PRATT, CLARA E. CMP OCTOBER 8, 1937 483 196
TURNER-Androscoggin LOWE, HARRY C., ET AL CMP OCTOBER 4, 1937 475 600
TURNER-Androscoggin GILBERT, AMMI C. CENTSEC MAY 23, 1925 352 159
TURNER-Androscoggin GILMORE, WINFIELD S. CMP NOVEMBER 2, 1929 397 395
TURNER-Androscoggin REED, EVA J., ET AL CENTSEC NOVEMBER 4, 1929 409 3
TURNER-Androscoggin ROWE, ABBIE A. CMP NOVEMBER 30, 1937 483 375
TURNER-Androscoggin CMP GROCO, INC. APRIL 15, 1986
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE
TURNER-Androscoggin W EASMT
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 RD 6/14/26,
B364/527
TURNER-Androscoggin W EASMT
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W EASMT
TURNER-Androscoggin Q FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26,
B364/527
TURNER-Androscoggin W FEE
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
</TABLE>
- --------------------------------------------------------------------------------
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 42 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
TURNER-Androscoggin RANSOM, ARTHUR A. CMP NOVEMBER 29, 1937 483 357
TURNER-Androscoggin CMP SMITH, RAYMOND & ALLEN, CHARLES MAY 11, 1937
TURNER-Androscoggin CMP GREENE, ALDEN NOVEMBER 7, 1941
TURNER-Androscoggin CMP MAINE, STATE OF JUNE 28, 1963
TURNER-Androscoggin CMP CHADBOURNE, PHILIP H. JULY 10, 1958
TURNER-Androscoggin CMP GRANT, J. L. & A. C. JUNE 12, 1947
TURNER-Androscoggin CMP MOODY, WILLIAM ET.AL. MAY 8, 1985 1841 156
TURNER-Androscoggin CMP LEAVITT, RAYMOND MAY 2, 1941
TURNER-Androscoggin CMP GRANT, A. C. MAY 28, 1954
TURNER-Androscoggin CMP DIAMOND MATCH CO. JULY 2, 1955
TURNER-Androscoggin CMP MOODY, ELSIE W. P. MARCH 27, 1958
TURNER-Androscoggin SWANTON, ERANK H. CENTSEC MAY 31, 1932 416 390
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin HUTCHINSON, MERLE R. CMP NOVEMBER 12, 1937 483 312
TURNER-Androscoggin CMP MAXWELL, HAROLD MAY 11, 1937
TURNER-Androscoggin CMP SMITH, E. P. DECEMBER 30, 1935
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
TURNER-Androscoggin W FEE
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED; RESERVED 3-ROD R/W FOR CMP
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q EASMT RELEASE OF FLOWAGE RIGHTS ABOVE 270 CONTOUR AND RELEASE OF OTHER RIGHTS &
EASEMENTS RESERVED IN DEED TO E. W. P. MOODY, 526/547
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED ON PARCEL #1
TURNER-Androscoggin W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 3/6/29, B389/P603 OR 6/14/26, B364/527
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
TURNER-Androscoggin W FEE
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS & GREENE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 43 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
TURNER-Androscoggin CMP HAMMOND, REGINALD & MITCHELL, A.R. MAY 6, 1941
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin CMP WILLARD, RAYMOND MAY 12, 1936
TURNER-Androscoggin CMP VARNEY, SHERMAN & GEORGE JULY 18, 1958
TURNER-Androscoggin CMP HAMMOND, REGINALD AUGUST 9, 1951
TURNER-Androscoggin CMP VARNEY, GEORGE W. MARCH 24, 1947
TURNER-Androscoggin CMP MAIR, JOHN & LULU NOVEMBER 21, 1947
TURNER-Androscoggin CMP LOVEWELL, RAYMOND S. SEPTEMBER 8, 1947
TURNER-Androscoggin CMP HAMMOND, REGINALD & MITCHELL, A.R. MAY 6, 1941
TURNER-Androscoggin RAM ISLAND POWER COMPANY CMP JUNE 1, 1937 474 301
TURNER-Androscoggin CMP HUTCHINSON, MERLE MAY 10, 1938
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS &
GREENE
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS &
GREENE
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS &
GREENE
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS &
GREENE
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS &
GREENE
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE RESERVED PREMISES WHICH LIES BELOW 270' CONTOUR; ALL RIPARIAN
& OVERFLOW RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE, RIPARIAN & OVERFLOW RIGHTS RETAINED; EXCEPTED 3-ROD
R/W
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
TURNER-Androscoggin Q FEE FLOWAGE, RIPARIAN & OVERFLOW RIGHTS RETAINED; EXCEPTED 3-ROD
R/W
TURNER-Androscoggin Q FEE & EASMT APPROX 47 PARCELS LOCATED IN TURNER, LIVERMORE, LEEDS &
GREENE
TURNER-Androscoggin Q FEE FLOWAGE RIGHTS RETAINED
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 44 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C> <C> <C>
TURNER-Androscoggin CMP MOODY, ELSIE W. P. FEBRUARY 20, 1942 526 547
TURNER-Androscoggin GILLIS, INA E. CMP NOVEMBER 12, 1937 483 310
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
GULF ISLAND*
- ------------
<S> <C> <C> <C>
TURNER-Androscoggin QCC FEE EXCEPTING & RESERVING ... ALL FLOWAGE & RIPARIAN RIGHTS OF EVERY KIND AND
NATURE WITHOUT IN ANY WAY LIMITING THE GENERALITY OF THE FOREGOING;
EXCEPTING 150-WIDE STRIP FOR TRANSMISSION & DISTRIBUTION LINES, ETC.;
EXCEPTING RIGHT TO ENTER UPON SAID STRIP FOR CUTTING ...;
TURNER-Androscoggin W FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 45 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
HIRAM*
- ------
The dam for this project is located on the Saco River in the towns of Hiram and Baldwin. Flowage rights are contained within the
banks of the river in the towns of Hiram, Baldwin, Brownfield, and Denmark.
<S> <C> <C> <C> <C> <C>
BALWIN BOWDITCH CUMBERLAND CTY JANUARY 27, 959 367
Cumberland CHARLES P., ET P & L 1916
AL
BALWIN MOULTON CUMBERLAND CTY MAY 18, 1916 969 434
Cumberland FRANCES E P & L
BALWIN CMP MAINE, STATE OF MARCH 6, 1959
Cumberland
BALWIN CMP SIMONDS, JAMES MARCH 10, 1959
Cumberland G
BROWNFIELD- CMP SACO BOUND JULY 7, 1989
Oxford
HIRAM-Oxford GOULD CUMBERLAND CTY OCTOBER 11, 112 405
MELVILLE P & L 1920
HIRAM-Oxford CMP HIRAM, TOWN OF JULY 1, 1972
HIRAM-Oxford PIKE, JOHN B. CUMBERLAND CTY JUNE 1, 1918 110 490
P & L
HIRAM-Oxford SANBORN CUMBERLAND CTY OCTOBER 30, 108 493
NELSON T. P & L 1916
HIRAM-Oxford SARGENT CUMBERLAND CTY NOVEMBER 1, 123 527
JAMES J. P & L 1928
HIRAM-Oxford BURBANK CUMBERLAND CTY SEPTEMBER 131 254
HENRY N. P & L 18, 1916
HIRAM-Oxford CLEMONS CUMBERLAND CTY FEBRUARY 17, 112 212
IMOGENE & P & L 1920
SAMUEL
HIRAM-Oxford BURNELL CUMBERLAND CTY JUNE 17, 1918 110 498
NELLIE M. P & L
HIRAM-Oxford FLETCHER CUMBERLAND CTY SEPTEMBER 22, 1924 117 62
LLEWELLYN H. P & L
HIRAM-Oxford CLEMONS, JOHN CUMBERLAND CTY MARCH 25, 1918 110 447
W., ET AL P & L
HIRAM-Oxford DURGIN, CUMBERLAND CTY NOVEMBER 21, 110 413
HOWARD P & L 1917
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ---------------------------------------------------------------------------------------------------------
HIRAM*
- ------
<S> <C> <C> <C>
BALWIN- T FEE & DAM SITE & FLOWAGE
Cumberland RIGHTS
BALWIN- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42
Cumberland B444/P268
BALWIN- Q FEE WIDENING OF STATE HWY #123
Cumberland
BALWIN- Q FEE PORTION OF PREMISES
Cumberland
BROWNFIELD- IND/LEASE LAND LEASE FOR COMMERCIAL CAMPING AREA
Oxford
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford IND/LEASE PUBLIC LANDING AND PICNIC AREA
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford W EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project
Real Property and Additional Assets Real 31-Oct-97
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to section 2.2
Schedule 5.11(C) Page 47 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
HIRAM*
- ------
<S> <C> <C> <C> <C> <C>
HIRAM-Oxford BOWDITCH CUMBERLAND CTY JANUARY 27, 104 529
CHARLES P., ET P & L 1916
AL
HIRAM-Oxford WESTON, CUMBERLAND CTY NOVEMBER 21, 106 237
GEORGE W.& P & L 1917
HARMON
THOMAS
HIRAM-Oxford CUMBERLAND CMP DECEMBER 3, 444 268
CTY P & L 1942
HIRAM-Oxford CMP SIMONDS, JAMES JUNE 24, 1965
G
HIRAM-Oxford CMP DIVERSIFIED JANUARY 27, 252 770
RESOURCES CORP 1982
HIRAM/BALDWIN- DEP CMP
Oxford/Cumberland
HIRAM/BALDWIN- FERC CMP
Oxford/Cumberland
HIRAM/BALDWIN- DEP CMP
Oxford/Cumberland
HIRAM/BALDWIN- NPDES CMP
Oxford/Cumberland
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
HIRAM*
- ------
<S> <C> <C> <C>
HIRAM-Oxford T FEE DAM SITE AND FLOWAGE; CMP ACQUIRED FROM
CCP&L BY DEED OF 12/3/42, B444/P268
HIRAM-Oxford Q EASTMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
B444/P268
HIRAM-Oxford Q FEE
HIRAM-Oxford Q FEE PORTION OF PREMISES
HIRAM-Oxford IND FEE 60' RIGHT OF WAY
HIRAM/BALDWIN- PERMIT DEP WASTE DISCHARGE #W000582-57-B-R
Oxford/Cumberland
HIRAM/BALDWIN- PERMIT FERC LICENSE #2530
Oxford/Cumberland
HIRAM/BALDWIN- PERMIT DEP 401 CERTIFICATION #02/49-7780-05010
Oxford/Cumberland
HIRAM/BALDWIN- PERMIT NPDES #ME0001147; APPL. FILED JUNE 16 1989
Oxford/Cumberland
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project
Real Property and Additional Assets Real 31-Oct-97
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2
Schedule 5.11(C) Page 47 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
The dam for this project is located in Indian Stream township. Flowage rights are within the townships of Chase Stream, Indian
Stream, Big Squaw, East Moxie, Misery Gore, Moxie Gore, Rockwood Strip, Sapling, Square Town, and Taunion & Raynham.
<S> <C> <C> <C> <C> <C>
BIG SQUAW-Piscataquis S. D. WARREN CMP MARCH 1, 1994 932 41
BIG SQUAW-Piscataquis SKYLARK, INC., ET.AL. CMP MARCH 1, 1994 932 37
BIG SQUAW-Piscataquis CMP WITHAM, WAYNE JANUARY 1, 1997
BIG SQUAW-Piscataquis HOLLINGSWORTH & WHITNEY CO. CMP OCTOBER 11, 1954 309 203
CHASE STREAM-Somerset CMP FORBES, JOSEPH G. JUNE 1, 1994
CHASE STREAM-Somerset CMP PRINCE, HARTWELL JUNE 1, 1994
CHASE STREAM-Somerset CMP BOLDUC, GERARD P. JUNE 1, 1994
CHASE STREAM-Somerset CMP GOULET, SUSAN U. JUNE 1, 1994
CHASE STREAM-Somerset CMP UNDERWOOD, CHARLES, JR. JUNE 1, 1994
CHASE STREAM-Somerset CMP KERR, JOHN D. JUNE 1, 1994
CHASE STREAM-Somerset CMP LOMBARDI, RALPH M. JUNE 1, 1994
CHASE STREAM-Somerset CMP CHAMBERS, CARL A. JUNE 1, 1994
CHASE STREAM-Somerset CMP HILLMAN, DAVID L. JUNE 1, 1994
CHASE STREAM-Somerset CMP CARNEY, WILLIAM L. JUNE 1, 1994
CHASE STREAM-Somerset CMP HILLMAN, BRUCE T. JUNE 1, 1994
CHASE STREAM-Somerset CMP HILLMAN, LAWRENCE R. JUNE 1, 1994
CHASE STREAM-Somerset CMP MOSHER, FRANKLYN R. JUNE 1, 1994
<CAPTION>
- ---------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ---------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
BIG SQUAW-Piscataquis Q FEE
BIG SQUAW-Piscataquis Q FEE
BIG SQUAW-Piscataquis LEASE SKYLARK CAMP LOT
BIG SQUAW-Piscataquis Q FEE
CHASE STREAM-Somerset LEASE CAMPSITE # 19
CHASE STREAM-Somerset LEASE CAMPSITE # 18
CHASE STREAM-Somerset LEASE CAMPSITE # 17
CHASE STREAM-Somerset LEASE CAMPSITE # 15
CHASE STREAM-Somerset LEASE CAMPSITE # 21
CHASE STREAM-Somerset LEASE CAMPSITE # 16
CHASE STREAM-Somerset LEASE CAMPSITE # 21
CHASE STREAM-Somerset LEASE CAMPSITE # 22
CHASE STREAM-Somerset LEASE CAMPSITE # 22A
CHASE STREAM-Somerset LEASE CAMPSITE # 23
CHASE STREAM-Somerset LEASE CAMPSITE # 24
CHASE STREAM-Somerset LEASE CAMPSITE # 25
CHASE STREAM-Somerset LEASE CAMPSITE # 14
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 48 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122
CHASE STREAM-Somerset CMP HARVEY, JOHN JUNE 1, 1994
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122
CHASE STREAM-Somerset CMP MERTENS, HENRY W. JANUARY 29, 1974
CHASE STREAM-Somerset CMP STATE OF MAINE JANUARY 6, 1966 1404 102
CHASE STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
CHASE STREAM-Somerset CMP TOURTELOTTE, PAUL JUNE 1, 1994
CHASE STREAM-Somerset CMP SMALL, DOUGLAS E. JUNE 1, 1994
CHASE STREAM-Somerset MAINE CENTRAL RAILROAD COMPANY CMP JULY 28, 1937 440 435
CHASE STREAM-Somerset MAINE, STATE OF CMP JANUARY 6, 1966 1404 93
CHASE STREAM-Somerset CMP BALLARD, LANCE D. SEPTEMBER 1, 1996
CHASE STREAM-Somerset MAINE, STATE OF CMP DECEMBER 31, 1952 549 210
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
CHASE STREAM-Somerset Q FEE
CHASE STREAM-Somerset LEASE CAMPSITE # 26
CHASE STREAM-Somerset Q FEE
CHASE STREAM-Somerset QCC FEE EASEMENT RETAINED TO CROSS; RIGHT TO USE THE
SHORE; FLOWAGE RIGHTS; GRANTEE AGREES NOT
TO SUBDIVIDE THE PROPERTY INTO CAMP LOTS FOR
SALE/LEASE W/O PRIOR WRITTEN CONSENT.
CHASE STREAM-Somerset Q FEE RELEASE OF INTEREST INTO THE PUBLIC LOTS,
INCLUDING TIMBER & GRASS RIGHTS
CHASE STREAM-Somerset Q FEE
CHASE STREAM-Somerset LEASE CAMPSITE # 11
CHASE STREAM-Somerset LEASE CAMPSITE # 12
CHASE STREAM-Somerset QCC FEE
CHASE STREAM-Somerset Q FEE PROPERTY & FLOWAGE RIGHTS
CHASE STREAM-Somerset LEASE CAMPSITE # 10
CHASE STREAM-Somerset IND LEASE RIGHT TO OVERFLOW AND FLOOD TO ELEVATION 960,
LEASE IS ASSIGNABLE UNTIL SAID TOWNSHIP OR TRACT
SHALL BECOME INCORPORATED.
CHASE STREAM-Somerset Q FEE
CHASE STREAM-Somerset Q FEE
CHASE STREAM-Somerset Q FEE
CHASE STREAM-Somerset Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 49 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C> <C>
CHASE STREAM-Somerset WM. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 122 Q
CHASE STREAM-Somerset CMP ANDREWS, HUGH JUNE 1, 1994 LEASE
CHASE STREAM-Somerset PARK, EDWARD C. CMP MAY 18, 1951 536 138 QCC
CHASE STREAM-Somerset D. W. PHILBRICK, ET AL CMP DECEMBER 21, 1953 557 125 Q
CHASE STREAM-Somerset BESSEMER SECURITIES CORP CMP MAY 15, 1951 536 131 QCC
CHASE STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135 QCC
CHASE STREAM-Somerset CMP THOMPSON, SHIRLEY C. SEPTEMBER 1, 1996 LEASE
CHASE STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141 QCC
CHASE STREAM-Somerset MAINE CENTRAL RAILROAD COMPANY CMP JULY 28, 1937 440 435 QCC
CHASE STREAM-Somerset CMP MERTENS, HENRY W. JANUARY 29, 1974 QCC
EAST MOXIE-Somerset GREAT NORTHERN PAPER CO., ET AL CMP MAY 15, 1951 536 404 IND
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP AUGUST 31, 1993 1932 248 Q
INDIAN STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89 Q
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP JUNE 4, 1951 536 283 W
INDIAN STREAM-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131 Q
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C>
CHASE STREAM-Somerset FEE
CHASE STREAM-Somerset CAMPSITE #13
CHASE STREAM-Somerset FEE
CHASE STREAM-Somerset EASMT RIGHT TO CUT AND REMOVE GRASS AND TIMBER TO CONTOUR ELEVATION 960
CHASE STREAM-Somerset FEE
CHASE STREAM-Somerset FEE
CHASE STREAM-Somerset CAMPSITE #20
CHASE STREAM-Somerset FEE
CHASE STREAM-Somerset FEE
CHASE STREAM-Somerset FEE FLOWAGE RIGHTS RETAINED
EAST MOXIE-Somerset EASMT EASEMENT FOR ACCESS ROAD (HARRIS
STATION ROAD) FROM MOXIE TO INDIAN
POND
INDIAN STREAM-Somerset FEE RELEASING RIGHTS TO TIMBER.
CONVEYING CROSSING RIGHTS.
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 50 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C> <C>
INDIAN STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89 Q
INDIAN STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89 Q
INDIAN STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141 Q
INDIAN STREAM-Somerset PARK, EDWARD C CMP MAY 18, 1951 536 138 Q
INDIAN STREAM-Somerset MAINE, STATE OF CMP DECEMBER 31, 1952 549 213 IND
INDIAN STREAM-Somerset HOLLINGSWORTH & WHITNEY CO. CMP OCTOBER 11, 1954 561 468 Q
INDIAN STREAM-Somerset PARK, EDWARD C. CMP MAY 18, 1951 536 138 Q
INDIAN STREAM-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131 Q
INDIAN STREAM-Somerset PARK, EDWARD C CMP MAY 18, 1951 536 138 Q
INDIAN STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141 Q
INDIAN STREAM-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131 Q
INDIAN STREAM-Somerset PARK, EDWARD C. CMP MAY 18, 1951 536 138 Q
INDIAN STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 11,1935 434 89 Q
INDIAN STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135 Q
INDIAN STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135 Q
INDIAN STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135 Q
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT NOTES
- ------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C>
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE 591/6960 INTEREST
INDIAN STREAM-Somerset LEASE PORTION OF PUBLIC LOT LYING BELOW 960 CONTOUR ELEVATION
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE 591/6950 INTEREST
INDIAN STREAM-Somerset FEE 591/6950 INTEREST
INDIAN STREAM-Somerset FEE 591/6950 INTEREST
INDIAN STREAM-Somerset FEE 5177/6950 INTEREST
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
INDIAN STREAM-Somerset FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 51 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
INDIAN STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135
INDIAN STREAM-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
INDIAN STREAM-Somerset CMP ROGERS, JON JUNE 1, 1994
INDIAN STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141
INDIAN STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 18, 1951 536 141
INDIAN STREAM-Somerset CMP MAINE, STATE OF JANUARY 8, 1988 1404 102
INDIAN STREAM-Somerset HUMPHREYS & CLARK TIMBERLAND CO. CMP APRIL 5, 1952 542 195
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP MAY 15, 1951 536 404
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP JUNE 4, 1951 536 283
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP MAY 24, 1954 556 383
INDIAN STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
INDIAN STREAM-Somerset CMP ORFF, LINCOLN JUNE 1, 1994
INDIAN STREAM-Somerset PARK, EDWARD C. CMP MAY 16, 1951 536 138
INDIAN STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 18, 1951 536 141
INDIAN STREAM-Somerset CMP HARRIS, ADRIAN B. OCTOBER 19, 1995
INDIAN STREAM-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
INDIAN STREAM-Somerset Q FEE 592/6950 INTEREST
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset LEASE CAMPSITE #2
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset IND EASMT EASEMENT FOR ACCESS ROAD (HARRIS STATION* ROAD) FROM MOXIE
TO INDIAN POND
INDIAN STREAM-Somerset W FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset LEASE CAMPSITE #5
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset LEASE CAMPSITE #6
INDIAN STREAM-Somerset Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may be include both Project 31-Oct-97
Real property and additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2
Schedule 5.11(C) Page 52 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
INDIAN STREAM-Somerset CMP COUTURIER, LEON J. AUGUST 26, 1994
INDIAN STREAM-Somerset CMP BATES, RICHARD C. JUNE 1, 1994
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP OCTOBER 29, 1952 549 47
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP OCTOBER 10, 1951 539 99
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP MAY 24, 1954 558 383
INDIAN STREAM-Somerset PARK, EDWARD C CMP MAY 18, 1951 536 138
INDIAN STREAM-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141
INDIAN STREAM-Somerset CMP SAWYER, EVELYN JUNE 1, 1994
INDIAN STREAM-Somerset MAINE, STATE OF CMP JANUARY 8, 1988 1404 93
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP FEBRUARY 26, 1994 1987 186
INDIAN STREAM-Somerset CMP SAYWARD, DENNIS A. JUNE 1, 1994
INDIAN STREAM-Somerset CMP LANEY, RICHARD L. JUNE 1, 1990
INDIAN STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135
INDIAN STREAM-Somerset CMP KENNEBEC SCENIC SNO-RIDER DECEMBER 12, 1994
INDIAN STREAM-Somerset CMP LEAVITT, WALTER H. JUNE 1, 1994
INDIAN STREAM-Somerset J.M. HUBER CORP. CMP MAY 24, 1954 558 383
INDIAN STREAM-Somerset REALTY OPERATORS CORP CMP MAY 14, 1951 536 135
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
INDIAN STREAM-Somerset LEASE CAMPSITE #9
INDIAN STREAM-Somerset LEASE CAMPSITE #7
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset LEASE CAMPSITE #6
INDIAN STREAM-Somerset Q FEE PROPERTY & FLOWAGE RIGHTS
INDIAN STREAM-Somerset IND EASMT TIMBER RIGHTS FOR 2 YEARS: 50 R.O.W. IN COMMON WITH CMP
INDIAN STREAM-Somerset LEASE CAMPSITE #4
INDIAN STREAM-Somerset LEASE CAMPSITE #3
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset LICENSE EASMT SNOWMOBILE TRIAL LICENSE NO. 00007
INDIAN STREAM-Somerset LEASE CAMPSITE #1
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may be include both Project 31-Oct-97
Real property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 53 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ---------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
INDIAN STREAM-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
INDIAN STREAM-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
INDIAN STREAM-Somerset CMP OSGOOD, SCOTT JUNE 1, 1994
MISERY GORE-Somerset S. D. WARREN CMP MARCH 1, 1994
MISERY GORE-Somerset CMP S. D. WARREN MARCH 1, 1994 1983 54
MISERY GORE-Somerset S. D. WARREN CMP MARCH 1, 1994 1983 54
MOXIE GORE-Somerset T-M CORPORATION CMP NOVEMBER 1, 1989 1573 250
MOXIE GORE-Somerset MAINE, STATE OF CMP DECEMBER 22, 1953 557 297
MOXIE GORE-Somerset CMP KENNEBEC SCENIC SNO-RIDERS DECEMBER 12, 1994
MOXIE GORE-Somerset T-M CORPORATION CMP JULY 21, 1993 1921 327
MOXIE GORE-Somerset T-M CORPORATION CMP NOVEMBER 6, 1989 1573 248
MOXIE GORE-Somerset S. D WARREN CO. CMP MAY 15, 1951 536 404
MOXIE GORE-Somerset T-M CORPORATION CMP MARCH 22, 1989 1506 288
ROCKWOOD STRIP-Somerset CMP T-M CORPORATION JUNE 20, 1990
SAPLING-Somerset HOLLINGSWORTH & WHITNEY CO. CMP OCTOBER 11, 1954 561 468
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset Q FEE
INDIAN STREAM-Somerset LEASE EASMT OPERATOR'S HOUSE NO. 2 AT HARRIS STATION DAM--*VACATED ON MARCH 31, 1995
MISERY GORE-Somerset AGREEMENT PERMISSION TO DEVELOP, MAINTAIN, PERMIT PUBLIC USE OF 10 PROMITIVE CAMPING
SITES
MISERY GORE-Somerset IND EASMT R/W TO USE OLD RAILROAD BED ROAD THROUGH TAUNTON & RAYNHAM, MISERY GORE &
SAPLING TO INDIAN POND; ALSO FALLS WITHIN MOOSEHEAD PROJECT
MISERY GORE-Somerset IND FEE ROAD IS FOR ACCESS TO 10A ON INDIAN POND AND ALSO FALLS WITHIN MOOSEHEAD
PROJECT; EASEMENT GRANTED TO S.D.WARREN TO USE ROAD
MOXIE GORE-Somerset Q EASMT SCENIC EASEMENT
MOXIE GORE-Somerset IND EASMT ACCESS ROAD AND TELEPHONE LINE
MOXIE GORE-Somerset LICENSE EASMT SNOWMOBILE TRAIL LICENSE NO. 00007
MOXIE GORE-Somerset W FEE 45.6A PURCHASED TO FACILITATE CARRY BROOK PARKING LOT & EMERGENCY
HELICOPTER LANDING PAD
MOXIE GORE-Somerset QCC EASMT ACCESS OVER/ALONG CARRY BROOK ROAD AND OTHER ROADS ON T-M PROPERTY
MOXIE GORE-Somerset IND EASMT EASEMENT FOR ACCESS ROAD ( HARRIS STATION ROAD) FROM MOXIE TO INDIAN POND
MOXIE GORE-Somerset Q FEE PURPOSE OF CONVEYANCE WAS TO BETTER DEFINE BOUNDARY LINE RATHER THAN USING
820' CONTOUR
ROCKWOOD STRIP-Somerset AGREEMENT TRANSPORTATION AGREEMENT
SAPLING-Somerset QCC FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2
Schedule 5.11(C) Page 54 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
SAPLING-Somerset S. D. WARREN CMP MARCH 1, 1994 1983 54
SAPLING-Somerset HOLLINGSWORTH & WHITNEY CO. CMP OCTOBER 11, 1954 561 468
SAPLING-Somerset CMP S. D. WARREN MARCH 1, 1994 1983 54
SAPLING-Somerset CMP MAINE DEPARTMENT OF CONSERVATION JANUARY 12, 1989
SAPLING-Somerset CMP MAINE, STATE OF JANUARY 8, 1988 1404 102
SAPLING-Somerset S. D. WARREN CMP MARCH 1, 1994
SAPLING-Somerset MAINE CENTRAL RAILROAD COMPANY CMP JULY 28,1937 404 435
SAPLING-Somerset MAINE CENTRAL RAILROAD COMPANY CMP JULY 28, 1937 404 435
SAPLING-Somerset MAINE, STATE OF CMP JANUARY 8, 1988 1404 93
SAPLING-Somerset HOLLINGSWORTH & WHITNEY CO CMP DECEMBER 15, 1952 549 248
SAPLING-Somerset HOLLINGSWORTH & WHITNEY CO. CMP OCTOBER 11, 1954 561 468
SAPLING-Somerset MARR, EVELYN E., ET AL CMP JULY 6, 1953 553 416
SAPLING-Somerset S. D. WARREN CMP MARCH 1, 1994 1983 57
SAPLING-Somerset HOLLINGSWORTH & WHITNEY CO CMP DECEMBER 15, 1952 549 248
SAPLING-Somerset CMP SOMERSET COUNTY COMMISSIONERS OFFICE JANUARY 12, 1989
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
SAPLING-Somerset IND FEE ROAD IS FOR ACCESS TO 10A ON INDIAN POND AND ALSO FALLS WITHIN MOOSEHEAD PROJECT;
EASEMENT GRANTED TO S.D. WARREN TO USE ROAD
SAPLING-Somerset QCC FEE
SAPLING-Somerset IND EASMT R/W TO USE OLD RAILROAD BED ROAD THROUGH TAUNTON & RAYNHAM, MISERY GORE & SAPLING
TO INDIAN POND; ALSO FALLS WITHIN MOOSEHEAD PROJECT
SAPLING-Somerset PERMIT SNOWMOBILE TRAIL
SAPLING-Somerset Q FEE
SAPLING-Somerset AGREEMENT PERMISSION TO DEVELOP, MAINTAIN, PERMIT PUBLIC USE OF 10 PRIMITIVE CAMPING SITES
SAPLING-Somerset Q FEE
SAPLING-Somerset QCC FEE
SAPLING-Somerset Q FEE PROPERTY & FLOWAGE RIGHTS
SAPLING-Somerset QCC FEE
SAPLING-Somerset QCC FEE
SAPLING-Somerset W FEE
SAPLING-Somerset Q FEE
SAPLING-Somerset QCC FEE
SAPLING-Somerset PERMIT PERMIT SHALL TERMINATE UPON SALE OF LAND; 500 FT SNOWMOBILE TRAIL ALONG WEST SIDE
OF EAST OUTLET APPROX 2 MILES
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2
Schedule 5.11(C) Page 55 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
SAPLING-Somerset MAINE, STATE OF CMP DECEMBER 31, 1952 549 215
SAPLING-Somerset MARR, EVELYN E., ET AL CMP JULY 6, 1953 553 416
SAPLING-Somerset CMP STRENG, RICHARD G. JUNE 1, 1994
SQUARETOWN-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141
SQUARETOWN-Somerset J.M. HUBER CORP. CMP OCTOBER 10, 1951 539 99
SQUARETOWN-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
SQUARETOWN-Somerset REALTY OPERATORS CORP. CMP MAY 14, 1951 536 135
SQUARETOWN-Somerset J.M. HUBER CORP. CMP AUGUST 31, 1993 1932 248
SQUARETOWN-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
SQUARETOWN-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
SQUARETOWN-Somerset REALTY OPERATORS CORP. CMP MAY 14, 1951 536 135
SQUARETOWN-Somerset PARK, EDWARD C. CMP MAY 18, 1951 536 138
SQUARETOWN-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141
SQUARETOWN-Somerset J.M. HUBER CORP. CMP OCTOBER 10, 1951 539 99
SQUARETOWN-Somerset CMP KENNEBEC SCENIC SNO-RIDERS DECEMBER 12, 1994
SQUARETOWN-Somerset REALTY OPERATORS CORP. CMP MAY 14, 1951 536 135
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
SAPLING-Somerset IND LEASE RIGHT TO OVERFLOW AND FLOOD TO CONTOUR ELEVATION 960;
THAT PORTION OF PUBLIC LOT LYING BELOW 960 COUNTOUR ELEVATION.
SAPLING-Somerset W FEE
SAPLING-Somerset LEASE CAMPSITE #28
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset QCC FEE RELEASING RIGHTS TO TIMBER CONVEYING CROSSDING RIGHTS.
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset ICENSE EASMT SNOWMOBILE TRAIL LICENSE NO. 00007
SQUARETOWN-Somerset Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 56 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C>
SQUARETOWN-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141
SQUARETOWN-Somerset PARK, EDWARD C CMP MAY 18, 1951 536 138
SQUARETOWN-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
SQUARETOWN-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
SQUARETOWN-Somerset J. M. HUBER CORP. CMP OCTOBER 10, 1951 539 99
SQUARETOWN-Somerset REALTY OPERATORS CORP. CMP MAY 14, 1951 536 135
SQUARETOWN-Somerset HARRIMAN, GORDON D. CMP MAY 16, 1951 536 141
SQUARETOWN-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
SQUARETOWN-Somerset J. M. HUBER CORP. CMP OCTOBER 10, 1951 539 99
SQUARETOWN-Somerset PARK, EDWARD C. CMP MAY 18, 1951 536 138
SQUARETOWN-Somerset HUMPHREYS & CLARK TIMBERLAND CO. CMP APRIL 5, 1952 542 195
SQUARETOWN-Somerset J.M. HUBER CORP. CMP MAY 15, 1951 536 404
SQUARETOWN-Somerset BESSEMER SECURITIES CORP. CMP MAY 15, 1951 536 131
SQUARETOWN-Somerset TRUSTEES OF KENNEBEC CO. CMP JULY 31, 1935 434 89
SQUARETOWN-Somerset PARK, EDWARD C. CMP MAY 18, 1951 536 138
T1-R6-Somerset FERC CMP
T1-R6-Somerset DEP CMP
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C>
SAPLING-Somerset Q FEE
SAPLING-Somerset Q FEE
SAPLING-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q EASMT
SQUARETOWN-Somerset IND EASMT EASEMENT FOR ACCESS ROAD (HARRIS STATION ROAD) FROM MOXIE TO
INDIAN POND
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
SQUARETOWN-Somerset Q FEE
T1-R6-Somerset PERMIT FERC LICENSE #2142; APPL. FILED DECEMBER 31, 1999
T1-R6-Somerset PERMIT DEP WASTE DISCHARGE #W000572-57-B-R
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 57 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
T1-R6-Somerset NPDES CMP PERMIT
TAUNTON & RAYNHAM-Somerset S. D. WARREN CMP MARCH 1, 1994 AGREEMENT
TAUNTON & RAYNHAM-Somerset CMP S. D. WARREN MARCH 1, 1994 1983 54 IND EASMT
TAUNTON & RAYNHAM-Somerset S. D. WARREN CMP MARCH 1, 1994 1983 54 IND FEE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
INDIAN POND*
- ------------
<S> <C>
T1-R6-Somerset NPDES #ME0001236; APPL. FILED APRIL 24,
1990
TAUNTON & RAYNHAM-Somerset PERMISSION TO DEVELOP, MAINTAIN, PERMIT
PUBLIC USE OF 10 PROMITIVE CAMPING SITES
TAUNTON & RAYNHAM-Somerset R/W TO USE OLD RAILROAD BED ROAD THROUGH
TAUNTON & RAYNHAM, MISERY GORE & SAPLING TO
INDIAN POND; ALSO FALLS WITHIN MOOSEHEAD
PROJECT
TAUNTON & RAYNHAM-Somerset ROAD IS FOR ACCESS TO 10A ON INDIAN POND AND
ALSO FALLS WITHIN MOOSEHEAD PROJECT;
EASEMENT GRANTED TO S.D. WARREN TO USE ROAD
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 58 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------
KEZAR FALLS*
- ------------
The Upper site dam is located in the town of Porter, and the power house is located in the town of
Parsonsfield. The Lower Site is located in the town of Parsonsfield. Flowage rights are contained within
the banks of the Ossipee River in both Porter and Parsonsfield.
<S> <C> <C> <C> <C> <C> <C> <C>
PARSONSFIELD-York SMITH, LAWRENCE CMP SEPTEMBER 12, 1995 7554 29 QCC FEE &
& VERONICA EASMT
PARSONSFIELD-York SMITH, LAWRENCE CMP SEPTEMBER 12, 1995 7554 32 QCC FEE
E., ET AL
PARSONSFIELD-York SMITH, LAWRENCE CMP SEPTEMBER 9, 1995 7554 37 QCC EASMT
E., IV & MELANIE
SMITH
PARSONSFIELD-York CMP SMITH, LAWRENCE SEPTEMBER 12, 1995 LEASE
E., ET AL
PARSONSFIELD-York CMP SMITH, LAWRENCE SEPTEMBER 12, 1995 7571 207 *MEMO OF LEASE
E., ET AL
PARSONSFIELD-York CMP KEZAR FALLS JUNE 9, 1971 QCC EASMT
WATER CO.
PORTER-Oxford SMITH, LAWRENCE CMP SEPTEMBER 12, 1995 357 178 W FEE
& VERONICA
PORTER-Oxford SMITH, LAWRENCE CMP SEPTEMBER 12, 1995 357 176 QCC FEE
E., ET AL
PORTER/ DEP CMP PERMIT
PARSONSFIELD-
Oxford/York
PORTER/ FERC CMP PERMIT
PARSONSFIELD-
Oxford/York
<CAPTION>
- -----------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------
KEZAR FALLS*
- ------------
<S> <C>
PARSONSFIELD-York DAM, POWERHOUSE, TURBINE EQUIPMENT, LAND &
RIPARIAN RIGHTS
PARSONSFIELD-York EXCEPTING EASMT TO KEZAR FALLS WATER CO.
9/24/59, 1437/211; SUBJECT TO EASMT TO KEZAR
FALLS WATER CO. 6/9/71
PARSONSFIELD-York RIGHTS & EASMTS OVER, ACROSS AND/OR UNDER
LAND KNOWN AS THE "ISLAND"
PARSONSFIELD-York LEASE OF GARAGE OR BARN AND ADJACENT LAND
PARSONSFIELD-York "NO RENEWALS, EXTENSIONS OR OPTIONS TO
PURCHASE OR TRANSFER TITLE
PARSONSFIELD-York PERPETUAL EASMT FOR PASSAGE, INGRESS &
EGRESS UPON ROADWAY LEADING FROM GARNER
AVE TO PUMP HOUSES
PORTER-Oxford DAM, POWERHOUSE, TURBINE EQUIPMENT, LAND &
RIPARIAN RIGHTS
PORTER-Oxford EXCEPTING EASMT TO KEZAR FALLS WATER CO.
9/24/59, 1437/211; SUBJECT TO EASMT TO KEZAR
FALLS WATER CO. 6/9/71
PORTER/ DEP 401 CERTIFICATION #L-11192-B-A
PARSONSFIELD-
Oxford/York
PORTER/ FERC LICENSE #9340
PARSONSFIELD-
Oxford/York
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 59 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------
LEDGEMERE*
- ----------
This project is located on the Little Ossippee River in the towns of Limerick and Waterboro. Flowage rights are
contained within the banks of the Little Ossippee River.
<S> <C> <C> <C> <C> <C> <C> <C>
LIMERICK/WATERBORO- SMITH, LAWRENCE CMP SEPTEMBER 12, 1995 7554 34 QCC FEE
York E., ET AL
LIMERICK/WATERBORO- DEP CMP PERMIT
York
LIMERICK/WATERBORO- FERC CMP PERMIT
York
<CAPTION>
- ---------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------
LEDGEMERE*
- ----------
<S> <C>
LIMERICK/WATERBORO- LAND, TOGETHER WITH RIGHTS, PRIVILEGES, REAL
York ESTATE, ROW, WATER POWER RIGHTS & FLOWAGE
RIGHTS PERTAINING TO DAM AT LEDGEMERE
LIMERICK/WATERBORO- DEP 401 CERTIFICATION #L-010699-A-N
York
LIMERICK/WATERBORO- FERC EXEMPTION #8788; NO EXPIRATION DATE.
York NOTIFICATION OF TRANSFER TO BE FILED BY NEW
OWNER.
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 60 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
This project is located on the Androscoggin River in the cities of Aubum and Lewision. The project consist of a canal system in
Lewiston, the dam in Lewiston, and flowage rights in the cities of Aubum and Lewiston, CMP and UWP are co-licensees for this
project. Union Water Power owns the dams and canal system, CMP owns the power generating facilities.
<S> <C> <C> <C> <C> <C>
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin WILSON, CHARLES C. UNION WATER POWER CO. MAY 8, 1908 224 43
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. SEPTEMBER 15, 1906 217 644
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
<CAPTION>
- -------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C>
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin W EASMT
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 61 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C>
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. DECEMBER 5, 1878 95 411
AUBURN-Androscoggin FRANKLIN CO. UNION WATER POWER CO. MARCH 21, 1902 191 647
AUBURN-Androscoggin UNION WATER POWER CO. AUBURN WATER DISTRICT FEBRUARY 24, 1927 369 544
AUBURN-Androscoggin CMP COUILLARD, EMILE FEBRUARY 28, 1944
AUBURN-Androscoggin CMP, ET AL NORTHERN UTILITIES, INC. JULY 24, 1989 2494 231
AUBURN-Androscoggin UNION WATER POWER CO. LIBBEY & DINGLEY APRIL 3, 1902 191 638
DURHAM-Androscoggin BELL FARMS INC. CMP OCTOBER 3, 1989 2494 277
LEWISTON-Androscoggin CMP LEWISTON, CITY OF APRIL 10, 1991 2670 17
LEWISTON-Androscoggin UNION WATER POWER CO. ST. MARY'S PARISH APRIL 23, 1946
LEWISTON-Androscoggin UNION WATER POWER CO. QUESSEY, SANDRA NOVEMBER 2, 1989
LEWISTON-Androscoggin W.S. LIBBEY CO. CMP AUGUST 1, 1990 2588 186
LEWISTON-Androscoggin UNION WATER POWER CO. LEPAGE BAKERY NOVEMBER 25, 1986
LEWISTON-Androscoggin UNION WATER POWER CO. FINANCIAL CENTER ASSOC. OCTOBER 1, 1980
LEWISTON-Androscoggin UNION WATER POWER CO. GATEWAY ASSOCIATES JUNE 1, 1979
LEWISTON-Androscoggin UNION WATER POWER CO. MARDEN'S NOVEMBER 25, 1986
LEWISTON-Androscoggin UNION WATER POWER CO. CUMBSEC & LEWISTON, CITY OF JUNE 30, 1993 3078 216
LEWISTON-Androscoggin ROSE, WALTER E. UNION WATER POWER CO. MARCH 28, 1908 223 55
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER POWER CO. SEPTEMBER 23, 1943 544 354
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C>
AUBURN-Androscoggin Q FEE
AUBURN-Androscoggin Q EASMT
AUBURN-Androscoggin Q FEE FLOWAGE
AUBURN-Androscoggin Q FEE FLOWAGE
AUBURN-Androscoggin AGREEMENT GAS TRANSMISSION LINE
AUBURN-Androscoggin IND FEE
DURHAM-Androscoggin W FEE BOAT LAUCH, OUTSIDE PROJECT BOUNDARY BUT PART OF FERC LICENSING
LEWISTON-Androscoggin Q FEE UPPER ANDROSCOGGIN HYDRO FACILITY
LEWISTON-Androscoggin LEASE CROSS CANAL #2 - LAND AT LINCOLN ST. FOR PLAYGROUND & FOOT PATH
LEWISTON-Androscoggin LEASE CROSS CANAL #2 - LAND LEASE ON LINCOLN ST.
LEWISTON-Androscoggin IND R&E (COLUMBIA MILL LOT) CONVEYS 3 ITEMS OF REAL ESTATE, FIXTURES & PERSONAL
PROPERTY
LEWISTON-Androscoggin LEASE UPPER CANAL - PERMISSION FOR STORM CULVERTS
LEWISTON-Androscoggin IND/LEASE MAIN CANAL - LEASE FOR PARKING ON CANAL STREET
LEWISTON-Androscoggin LEASE MAIN CANAL - LEASE FOR PARKING ON CANAL STREET
LEWISTON-Androscoggin LEASE UPPER CANAL - LAND LEASE FOR 4 STORM CULVERTS
LEWISTON-Androscoggin IND EASMT PERPETUAL EASEMENTS FOR 3 BRIDGES
LEWISTON-Androscoggin Q FEE
LEWISTON-Androscoggin Q FEE RELEASE OF ANY INTEREST
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 62 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C>
LEWISTON- UNION WATER MARDEN'S MAY 1, 1983
Androscoggin POWER CO.
LEWISTON- UNION WATER DORLER OCTOBER 5,
Androscoggin POWER CO. COMMUNICATIONS 1977
LEWISTON- W.S. LIBBEY CO. UNION WATER AUGUST 1, 1990 2588 183
Androscoggin POWER CO.
LEWISTON- COE, THOMAS UNION WATER JULY 15, 1908 224 145
Androscoggin UPMAN POWER CO.
LEWISTON- UNION WATER TECHKNOWLEDGE, FEBRUARY 1,
Androscoggin POWER CO. INC. 1995
LEWISTON- UNION WATER LEWISTON MILL AUGUST 1, 1994
Androscoggin POWER CO. REDEVELOPMENT
CORP.
LEWISTON- UNION WATER GRIMMEL'S DECEMBER 4,
Androscoggin POWER CO. SERVICE STATION 1989
LEWISTON- UNION WATER CONSOLIDATED FEBRUARY 24,
Androscoggin POWER CO. HYDRO 1987
LEWISTON- UNION WATER SYNERGICS, INC. MARCH 26, 1987
Androscoggin POWER CO.
LEWISTON- UNION WATER L.L. BEAN FEBRUARY 5,
Androscoggin POWER CO. 1988
LEWISTON- UNION WATER L.S. INVESTMENT, JULY 13, 1986
Androscoggin POWER CO. INC.
LEWISTON- UNION WATER LINCOLN CANAL MAY 6, 1966
Androscoggin POWER CO. CORP.
LEWISTON- CMP CONTINENTAL JULY 1, 1982
Androscoggin CORPORATION
LEWISTON- UNION WATER CMP DECEMBER 7,
Androscoggin POWER CO. 1993
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- FRANKLIN CO. UNION WATER DECEMBER 5, 95 411
Androscoggin POWER CO. 1878
LEWISTON- BATES UNION WATER OCTOBER 26, 205 300
Androscoggin MANUFACTURING G POWER CO. 1904
CO.
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALL*
- --------------
<S> <C> <C> <C>
LEWISTON- LEASE MAIN CANAL - USE OF BRIDGE & LAND AT
Androscoggin SOUTHWEST END OF BRIDGE
LEWISTON- LEASE ISLAND AVE. PARKING & BUILDING SPACE ON 1ST
Androscoggin FLOOR
LEWISTON- IND EASMT ALL WATER RIGHTS, AND ALL OTHER APPURTENANT
Androscoggin RIGHTS & INTEREST IN THE STATE OF MAINE
LEWISTON- Q EASMT
Androscoggin IND/LEASE 2 ISLAND AVE., 2ND FLOOR OFFICE SPACE FOR NO
LEWISTON- MORE THAN 2 EMPLOYEES
Androscoggin LEASE LEASE FOR SIGN ON UWP LAND
LEWISTON- * LEASE AGREEMENT TO USE LAND FOR STORAGE PURPOSES
Androscoggin AGREEMENT LITTLE ANDROSCOGGIN GAUGING STATION
LEWISTON-
Androscoggin AGREEMENT LITTLE ANDROSCOGGIN GAUGING STATION
LEWISTON-
Androscoggin LEASE CROSS CANAL #1 - PERMISSION FOR EMERGENCY
LEWISTON- EGRESS
Androscoggin LEASE CROSS CANAL #2 - PERMISSION TO USE LAND ON
LEWISTON- LINCOLN ST.
Androscoggin LEASE CROSS CANAL #1 - PERMISSION TO USE 3" WIDE STRIP
LEWISTON- OF LAND
Androscoggin IND/LEASE RENT OF SPACE IN CONTINENTAL MILL GENERATOR
LEWISTON- BUILDING
Androscoggin LICENSE ISLAND AVE. AGREEMENT FOR 4 PARKING SPACES
LEWISTON-
Androscoggin W EASMT
LEWISTON-
Androscoggin Q FEE
LEWISTON-
Androscoggin Q FEE
LEWISTON-
Androscoggin
LEWISTON-
Androscoggin
</TABLE>
________________________________________________________________________________
* Documents listed may include 31-Oct-97
both Project Real Property and
Additional Assets Real Property
that may be severed pursuant to
Section 7.4(f) and Excluded assets
that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 63 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C>
LEWISTON- W.S. LIBBEY CO. UNION WATER NOVEMBER 27, 592 254
Androscoggin POWER CO. 1946
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- COE, THOMAS UNION WATER JULY 15, 1908 224 145
Androscoggin UPMAN POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- FRANKLIN CO. UNION WATER DECEMBER 5, 95 411
Androscoggin POWER CO. 1978
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- COE, THOMAS UNION WATER JULY 15, 1908 224 145
Androscoggin UPMAN POWER CO.
LEWISTON- COE, THOMAS UNION WATER JULY 15, 1908 224 145
Androscoggin UPMAN POWER CO.
LEWISTON- WILSON, UNION WATER MAY 8, 1908 224 43
Androscoggin CHARLES C. POWER CO.
LEWISTON- FRANKLIN CO. UNION WATER DECEMBER 5, 95 411
Androscoggin POWER CO. 1978
LEWISTON- CMP, ET AL LEWISTON, CITY OF MARCH 30, 1987 2073 253
Androscoggin
LEWISTON- CMP, ET AL LEWISTON, CITY OF APRIL 14, 1988 2073 236
Androscoggin
LEWISTON- CMP, ET AL LEWISTON, CITY OF DECEMBER 5, 1984
Androscoggin
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALL*
- --------------
<S> <C> <C> <C>
LEWISTON- IND FEE
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- Q EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- Q FEE
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- Q EASMT
Androscoggin
LEWISTON- Q EASMT
Androscoggin
LEWISTON- W EASMT
Androscoggin
LEWISTON- Q FEE
Androscoggin
LEWISTON- AGREEMENT 2ND AMENDMENT TO PROJECT AGREEMENT OF 12/5/84
Androscoggin
LEWISTON- AGREEMENT AMENDMENT TO PROJECT AGREEMENT OF 12/5/84
Androscoggin
LEWISTON- AGREEMENT PROJECT AGREEMENT
Androscoggin
</TABLE>
________________________________________________________________________________
* Documents listed may include 31-OCT-97
both Project Real Property and
Additional Assets Real Property
that may be severed pursuant to
Section 7.4(f) and Excluded Assets
that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 64 OF 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEWISTON-Androscoggin LEWISTON, CITY OF CMP MARCH 30, 1987 2073 268 Q FEE
LEWISTON-Androscoggin LEWISTON, CITY OF CMP MARCH 30, 1987 2073 274 Q FEE
LEWISTON-Androscoggin CENTSEC CMP MARCH 30, 1987 2073 279 Q EASMT
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin PINGREE, UNION WATER JULY 15, 1908 223 147 Q EASMT
DAVID, ET AL POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin WILSON, CHARLES C. UNION WATER MAY 8, 1908 224 43 W EASMT
POWER CO.
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER DECEMBER 5, 1878 95 411 Q FEE
POWER CO.
LEWISTON-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
LEWISTON-Androscoggin WILSON CHARLES C. UNION WATER MAY 8, 1908 224 43 W EASMT
POWER CO.
LEWISTON-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1906 224 145 Q EASMT
POWER CO.
LEWISTON-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C>
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
LEWISTON-Androscoggin
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 65 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lewiston-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
Lewiston-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
Lewiston-Androscoggin WOOD, EDWARD L. UNION WATER JUNE 12, 1899 854 363 Q FEE
POWER CO.
Lewiston-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
Lewiston-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
Lewiston-Androscoggin ROSE, WALTER E. UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin ROSE, WALTER E UNION WATER SEPTEMBER 15, 1906 217 644 Q FEE
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin COE, THOMAS UPMAN UNION WATER JULY 15, 1908 224 145 Q EASMT
POWER CO.
Lewiston-Androscoggin CMP UNION WATER FEBRUARY 1, 891 164 IND EASMT
POWER CO.
Lewiston-Androscoggin PEPPERELL CMP SEPTEMBER 23, 1946 592 325 Q FEE
MANUFACTURIN & CO.
<CAPTION>
- --------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- --------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C>
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin
Lewiston-Androscoggin USE OF 10-FT STRIP ALONG SOUTHERLY SIDE OF
CROSS CANAL 3; USE OF 10-FT STRIP ALONG
WESTERLY SIDE OF LOWER CANAL
Lewiston-Androscoggin
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(c) Page 66 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEWISTON- FRANKLIN CO. CMP OCTOBER 31, 342 207 Q FEE
ANDROSCOGGIN 1947
LEWISTON- CMP, ET AL NORTHERN JULY 24, 1989 2492 231 AGREEMENT
ANDROSCOGGIN UTILITIES, INC.
LEWISTON- THE CMP FEBRUARY 1, 888 112 Q FEE/EASMT
ANDROSCOGGIN CONTINENTAL 1963
CORP.
LEWISTON- CMP LEWISTON, CITY OF MAY 25, 1972 Q EASMT
ANDROSCOGGIN
LEWISTON- UNION WATER LEWISTON, CITY OF MAY 13, 1972 1054 280 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LIBBEY & DINGLEY APRIL 3, 1902 191 636 IND FEE
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF APRIL 10, 1991 2670 24 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF APRIL 10, 1991 2670 34 IND
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF AUGUST 1, 1990 2594 145 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF NOVEMBER 2, 1607 151 Q EASMT
ANDROSCOGGIN POWER CO. 1982
LEWISTON- UNION WATER F. R. LEPAGE OCTOBER 29, 1237 346 IND EASMT
ANDROSCOGGIN POWER CO. BAKERY 1976
LEWISTON- LEWISTON LEWISTON, CITY OF AUGUST 20, 1092 349 Q EASMT
ANDROSCOGGIN CRUSHED SONE 1973
CO., INC.,
ET AL
LEWISTON- CUMBSEC MAINE, STATE OF JUNE 28, 1974 Q FEE/EASMT
ANDROSCOGGIN D.O.T.
LEWISTON- UNION WATER LEWISTON, CITY OF MAY 13, 1972 1054 288 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF MAY 13, 1972 1054 288 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER MAINE, STATE OF MAY 21, 1974 1119 101 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER MAINE, STATE OF MARCH 16, 1979 1393 168 Q EASMT
ANDROSCOGGIN POWER CO.
<CAPTION>
- ---------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C>
LEWISTON-
ANDROSCOGGIN
LEWISTON- GAS TRANSMISSION LINE
ANDROSCOGGIN
LEWISTON- EASMT FOR TAKING, DRAWING AND WATER USE
ANDROSCOGGIN
LEWISTON- SEWER PIPE LINE
ANDROSCOGGIN
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON-
ANDROSCOGGIN
LEWISTON- RIGHTS TO WATER FLOWAGE THROUGH MAIN CANAL.
ANDROSCOGGIN 150 CFS. & SURPLUS FLOWAGE MAX OF 555 CFS.
LEWISTON- ANNUALLY BEGINNING JAN. 1, 2000 PAYMENT
ANDROSCOGGIN ARRANGEMENT TO GRANTOR
LEWISTON-
ANDROSCOGGIN
LEWISTON- CONSTRUCT & MAINTAIN ELECTRICAL CONDUITS &
ANDROSCOGGIN WIRES
LEWISTON- PARKING LOT & SLUICES
ANDROSCOGGIN
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON- LOCUST STREET CANAL BRIDGE
ANDROSCOGGIN
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON- R/W EASMT
ANDROSCOGGIN
LEWISTON- GUARDRAIL & FENCE
ANDROSCOGGIN
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 67 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
LEWISTON- UNION WATER LEWISTON, CITY OF MAY 13, 1972 1054 282 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER MAINE, STATE OF JANUARY 15, 2046 194 ED EASMT
ANDROSCOGGIN POWER CO. 1987
LEWISTON- UNION WATER LEWISTON, CITY OF JULY 7, 1992 3009 7 IND EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- CENT SEC CMP DECEMBER 30, 2041 140 IND FEE
ANDROSCOGGIN 1986
LEWISTON- CMP, ET AL LEWISTON, CITY OF OCTOBER 2, 2746 296 AGREEMENT
ANDROSCOGGIN 1991
LEWISTON- W. S. LIBBEY CO. CMP AUGUST 1, 1990 2588 192 IND EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON CITY OF FEBRUARY 11, 1092 345 Q EASMT
ANDROSCOGGIN POWER CO. 1974
LEWISTON- UNION WATER LEWISTON, CITY OF SEPTEMBER 321 38 Q EASMT
ANDROSCOGGIN POWER CO. 20, 1922
LEWISTON- UNION WATER MAINE, STATE OF MAY 21, 1974 1119 99 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER MAINE, STATE OF FEBRUARY 28, 2529 330 ED EASMT
ANDROSCOGGIN POWER CO. 1990
LEWISTON- UNION WATER MAINE, STATE OF FEBRUARY 2, 3552 80 Q EASMT
ANDROSCOGGIN POWER CO. 1996
LEWISTON- UNION WATER MAINE, STATE OF FEBRUARY 2, 3552 84 Q EASMT
ANDROSCOGGIN POWER CO. 1996
LEWISTON- UNION WATER LEWISTON, CITY OF MAY 13, 1972 1054 284 Q EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF MARCH 13, 1944 548 347 Q FEE
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER MAINE, STATE OF MARCH 20, 1974 1096 192 ED EASMT
ANDROSCOGGIN POWER CO.
LEWISTON- UNION WATER LEWISTON, CITY OF NOVEMBER 28, 758 272 IND EASMT
ANDROSCOGGIN POWER CO. 1956
LEWISTON- CMP UNION WATER FEBRUARY 1, 691 164 IND
ANDROSCOGGIN POWER CO. 1963
LEWISTON- UNION WATER LEWISTON, CITY OF APRIL 10, 1991 2870 30 Q EASMT
ANDROSCOGGIN POWER CO.
<CAPTION>
- ---------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C>
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON- HWY CONSTRUCTION & MAINTENANCE EASMT
ANDROSCOGGIN
LEWISTON- STORM DRAINS
ANDROSCOGGIN
LEWISTON-
ANDROSCOGGIN
LEWISTON- CREDIT AGREEMENT
ANDROSCOGGIN
LEWISTON- (LINCOLN MILL LOT) SELLS HYDRO GENERATION
ANDROSCOGGIN EQUIP. & LINCENSE TO USE FACILITY, WATERWAY & 25-
FT-WIDE ACCESS STRIP
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON- OCCUPANCY OF LANDS FOR HIGHWAY BRIDGE
ANDROSCOGGIN
LEWISTON- SLOPE EASMT
ANDROSCOGGIN
LEWISTON-
ANDROSCOGGIN
LEWISTON- HWY EASMT
ANDROSCOGGIN
LEWISTON- HWY EASMT
ANDROSCOGGIN
LEWISTON- SEWER LINE
ANDROSCOGGIN
LEWISTON- 50/1/ R/W
ANDROSCOGGIN
LEWISTON-
ANDROSCOGGIN
LEWISTON- SEWER
ANDROSCOGGIN
LEWISTON-
ANDROSCOGGIN
LEWISTON-
ANDROSCOGGIN
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 68 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C> <C> <C>
LEWISTON-Androscoggin FRANKLIN CO. UNION WATER POWER CO. MARCH 21, 1902 191 647
LEWISTON-Androscoggin UNION WATER POWER CO. MAINE TURNPIKE AUTHORITY APRIL 23, 1954 698 231
LEWISTON/AUBURN-Androscoggin UNION WATER POWER CO. NORTHERN UTILITIES, INC. JUNE 12, 1968 1001 188
LEWISTON/AUBURN-Androscoggin DEP CMP/UWP
LEWISTON/AUBURN-Androscoggin FERC CMP/UWP
LEWISTON/AUBURN-Androscoggin NPDES CMP
LEWISTON/AUBURN-Androscoggin NPDES CMP
LEWISTON/AUBURN-Androscoggin DEP CMP/UWP
LEWISTON/AUBURN-Androscoggin NPDES CMP
LEWISTON/AUBURN-Androscoggin NPDES CMP
LEWISTON/AUBURN-Androscoggin NPDES CMP
LEWISTON/AUBURN-Androscoggin NPDES CMP/UWP
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------
LEWISTON FALLS*
- ---------------
<S> <C> <C> <C>
LEWISTON-Androscoggin Q EASMT
LEWISTON-Androscoggin ED
LEWISTON-AUBURN-Androscoggin Q EASMT 40FT STRIP FOR GAS PIPELINE
LEWISTON/AUBURN-Androscoggin PERMIT DEP WASTE DISCHARGE #WOO7658-57-B-R
LEWISTON/AUBURN-Androscoggin PERMIT FERC LICENSE #2302
LEWISTON/AUBURN-Androscoggin PERMIT NPDES APPL. FILED JANUARY 10, 1992; LEWISTON
CANAL/HILL MILL
LEWISTON/AUBURN-Androscoggin PERMIT NPDES PERMIT; APPL. FILED JUNE 25, 1991; ANDRO
LOWER
LEWISTON/AUBURN-Androscoggin PERMIT DEP 401 CERTIFICATION #L-009206-35-A-N
LEWISTON/AUBURN-Androscoggin PERMIT NPDES; BATES LOWER; APPL. FILED SEPTEMBER 16, 1991
LEWISTON/AUBURN-Androscoggin PERMIT NPDES; BATES UPPER; APPL. FILED OCTOBER 18, 1991
LEWISTON/AUBURN-Androscoggin PERMIT NPDES APPL. FILED OCTOBER 18, 1991; LEWISTON
CANAL/CONTINENTAL MILL
LEWISTON/AUBURN-Androscoggin PERMIT NPDES #ME0023621; APPL. FILED OCTOBER 25, 1989
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 69 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------------------
MESSALONSKEE*
- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
See also Oakland, Rice Rips, and Union Gas PERMIT
OAKLAND-Kennedec DEP CMP PERMIT
WATERVILLE-Kennedec FERC CMP
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
MESSALONSKEE*
- -------------
<S> <C>
OAKLAND-Kennedec DEP 401 CERTIFICATION #L-17585-D-N; WILL EXPIRE WHEN NEW FERC LICENSE EXPIRES
WATERVILLE-Kennedec FERC LICENSE #2556, #2557, #2559
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 70 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ---------------------------------------------------------------------------------------------
MILSTAR/LOCKWOOD*
- -----------------
This hydro project is located in the towns of Waterville and Winslow. Flowage rights are
contained within the banks of the Kennebec River. CMP owns 50% of this project though its
wholly-owned subsidiary Kennebec Hydro Resources (KHR).
<S> <C> <C> <C> <C> <C> <C>
KENNEBEC DECEMBER 16, AGREEMENT
HYDRO 1986
DEVELOPERS
GROUP & STATE
OF MAIN
WATERVILLE- CMP, MERIMIL & APRIL 17, 1987 AGREEMENT
Kennebec WARNACO
WATERVILLE- CENTSEC CMP DECEMBER 15, IND/LEASE
Kennebec 1959
WATERVILLE- CMP C.F HATHAWAY OCTOBER 1, IND/LEASE
Kennebec COMPANY 1973
WATERVILLE- CMP C.F. HATHAWAY APRIL 21, 1987 IND/LEASE
Kennebec DIV OF WARNACO
INC.
WATERVILLE- CMP C.F. HATHAWAY NOVEMBER 30, IND/LEASE
KENNEBEC DIV OF WARNACO, 1981
INC
WATERVILLE- MERIMIL KENNEBEC HYDRO APRIL 4, 1996 AGREEMENT
Kennebec RESOURCES, INC
WATERVILLE- MORRISSETTE, CMP FEBRUARY 28, 827 174 AGREEMENT
Kennebec MARIE EVA 1946
WATERVILLE/WIN FERC MERIMIL PERMIT
SLOW-Kennebec
WATERVILLE/WIN DEP MERIMIL PERMIT
SLOW-Kennebec
WATERVILLE/WIN NPDES MERIMIL PERMIT
SLOW- Kennebec
WATERVILLE/WIN DEP MERIMIL PERMIT
SLOW-Kennebec
WINSLOW- CMP SCOTT PAPER CO. JANUARY 11, 1962 LEASE
Kennebec
<CAPTION>
- ---------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ---------------------------------------------------------------------------
MILSTAR/LOCKWOOD*
- -----------------
<S> <C> <C>
AGREEMENT REGARDING FISH RESTORATION AND
PASSAGE
WATERVILLE- EASMT LEASE OF 85-FT PARCEL AT 8 WATER ST.
Kennebec TERMINATES WITH SALE OF LANDS
WATERVILLE- LAND, BUILDINGS & MILL #3
Kennebec
WATERVILLE- PARKING LOT: REPLACES LEASE OF 11/1/68
Kennebec
WATERVILLE- RECTANGULAR PARKING LOT
Kennebec
WATERVILLE- MERIMIL LIMITED PARTNERSHIP AGREEMENT
Kennebec ESTABLISHES CMP'S OWNERSHIP THROUGH ITS
SUBSIDIARY
WATERVILLE- EASMT LICENSE TO REPAIR, REPLACE, RESPACE, OPERATE
Kennebec AND PATROL CMP'S POLES, WIRES & FIXTURES AS
LOCATED ACROSS MORRISSETTE'S PROPERTY IN 1946
WATERVILLE/WIN FERC LICENSE #2574
SLOW-Kennebec
WATERVILLE/WIN DEP WASTE DISCHARGE #W006703-53-A-N; APPL.
SLOW-Kennebec FILED JUNE 19, 1990
WATERVILLE/WIN NPDES #ME00235-40; APPL. FILED NOVEMBER 4, 1988
SLOW- Kennebec
WATERVILLE/WIN DEP 401 CERTIFICATION #L-010121-A-N
SLOW-Kennebec
WINSLOW- LEASE TO CONSTRUCTION BOOM ACROSS KENNEBEC
Kennebec RIVER
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-OCT-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 71 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------------------------
NORTH GORHAM*
- -------------
<S> <C> <C> <C> <C> <C>
This hydro project is located on the Presumscot River in the towns of Windham, Gotham and Standish. Flowage rights are contained
within the river unless otherwise noted.
GORHAM- UNITED INDURATED SEBAGO POWER CO. NOVEMBER 29, 1897 659 277
Cumberland FIBRE CO. OF
NEW JERSEY
GORHAM- CMP GORHAM, TOWN OF OCTOBER 11, 1991
Cumberland
GORHAM- NORTH GORHAM SEBAGO POWER CO. APRIL 5, 1901 703 39
Cumberland SUNDAY SCHOOL ASSOC
GORHAM- SMITH, CALEB E., ET AL SEBAGO POWER Co. JUNE 27, 1900 699 467
Cumberland
GORHAM- INDURATED FIBRE CO. SEBAGO POWER CO. FEBRUARY 12, 1896 659 274
Cumberland
GORHAM- MAYBERRY HENRY SEBAGO POWER CO. FEBRUARY 14, 1896 660 125
Cumberland
GORHAM- MANCHESTER HENRY W. SEBAGO POWER CO. FEBRUARY 15, 1896 660 134
Cumberland
GORHAM- PARKER, LIZZIE F., ET AL SEBAGO POWER CO. FEBRUARY 11, 1896 660 138
Cumberland
GORHAM- CMP GORHAM, TOWN MARCH 20, 1973
Cumberland OF & MAINE,
STATE OF
GORHAM- PRINCE, ANNIE L., ET AL SEBAGO POWER CO. DECEMBER 28, 1897 659 242
Cumberland
GORHAM- FOREST HALL ASSOCIATION SEBAGO POWER CO. NOVEMBER 22, 1900 699 468
Cumberland
GORHAM- MOSES, ALONZO J. SEBAGO POWER CO. FEBRUARY 14, 1898 660 132
Cumberland
GORHAM- KEYES, MARTIN ALONSO L. SEBAGO POWER CO. FEBRUARY 16, 1898 660 136
Cumberland
GORHAM- CMP S.D. WARREN JULY 29, 1965
Cumberland
GORHAM- CMP MARSH, FOREST J. APRIL 13, 1965
Cumberland
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
NORTH GORHAM*
- -------------
<S> <C> <C> <C>
GORHAM- W FEE DAM SITE & TAILRACE; CMP ACQUIRED FROM
Cumberland CCP&L BY DEED OF 12/3/42, B1699/P476
GORHAM- LEASE PUBLIC RECREATION AREA
Cumberland
GORHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- Q EASMT HIGHWAY RELOCATION STATE AID HIGHWAY 15
Cumberland
GORHAM- W FEE CMP ACQUIRED FORM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- Q FEE CMP ACQUIRED FORM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W FEE CMP ACQUIRED FORM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- W EASMT CMP ACQUIRED FORM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
GORHAM- Q FEE FLOWAGE RIGHTS RETAINED
Cumberland
GORHAM- Q FEE FLOWAGE RIGHTS RETAINED
Cumberland
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-OCT-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 72 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PA
- ------------------------------------------------------------------------------------------------------
NORTH GORHAM*
- -------------
<S> <C> <C> <C> <C> <C>
GORHAM- CMP SCOTT PAPER CO. OCTOBER 18,
Cumberland 1974
GORHAM- CMP GORHAM, TOWN OF MARCH 20, 1973
Cumberland
GORHAM- CMP MARSH, FOREST J. APRIL 9, 1959
Cumberland
GORHAM/WINDHA CMP FERC DECEMBER 9,
M-Cumberland 1993
GORHAM/WINDHA CUMBERLAND CMP DECEMBER 3, 1699 476
M-Cumberland CTY P&L 1942
GORHAM/WINDHA FERC CMP
M-Cumberland
GORHAM/WINDHA CUMBERLAND OLD COLONY JUNE 1, 1926 1244 1
M-Cumberland CTY P & L TRUST CO.
GORHAM/WINDHA NPDES CMP
M-Cumberland
GORHAM/WINDHA DEP CMP
M-Cumberland
WINDHAM- PRINCE, ANNIE SEBAGO POWER DECEMBER 28, 659 242
Cumberland L., ET AL CO. 1897
WINDHAM- LORD, ANN W. SEBAGO POWER AUGUST 2, 1900 698 187
Cumberland CO.
WINDHAM- SMALL, HENRY SEBAGO POWER FEBRUARY 14, 660 135
Cumberland M. CO. 1898
WINDHAM- UNITED SEBAGO POWER NOVEMBER 29, 659 277
Cumberland INDURATED CO. 1897
FIBRE CO, OF
NEW JERSEY
WINDHAM- ROLLINS, SEBAGO POWER FEBRUARY 14, 660 131
Cumberland CHARLES F. CO. 1898
WINDHAM- BROWNE, IRA SEBAGO POWER FEBRUARY 14, 660 129
Cumberland CO. 1898
<CAPTION>
- -------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------------------------------
NORTH GORHAM*
- -------------
<S> <C> <C> <C>
GORHAM- * IND * GRANTS RIGHTS OF FIRST REFUSAL FOR SALE OF
Cumberland NORTH GORHAM HYDRO TO SCOTT PAPER CO. (S.D.
WARREN DIV.): SCOTT GRANTS CMP RIGHTS OF 1ST
REFUSAL ON PROPERTIES AT GAMBO FALLS, LITTLE
FALLS & MALLISON FALLS
GORHAM- Q EASMT HIGHWAY RELOCATION & BRIDGE CONSTRUCTION
Cumberland OVER PRESUMPSCOT RIVER
GORHAM- Q FEE FLOWAGE RIGHTS RETAINED
Cumberland
GORHAM/WINDHA AGREEMENT MANAGEMENT OF HISTORICAL AND ARCHAEOLOGICAL
M-Cumberland SITES
GORHAM/WINDHA Q FEE & REFER TO IND BETWEEN CUMB CTY PWR & LT CO &
M-Cumberland EASMT OLD COLONY TRUST CO., 6/1/1926, 1244/1 AND TO
DEED FROM PORTLAND ELECTRIC CO TO CUMB CTY
PWR & LT CO, 7/24/1921, 899/118
GORHAM/WINDHA PERMIT FERC LICENSE #2519
M-Cumberland
GORHAM/WINDHA IND FEE & CONVEYS PROPERTIES IN GORHAM, WINDHAM &
M-Cumberland EASMT NORTH GORHAM
GORHAM/WINDHA PERMIT NPDES APPL, FILED DECEMBER 31, 1991
M-Cumberland
GORHAM/WINDHA PERMIT DEP 401 CERTIFICATION #L-17475-A-N
M-Cumberland
WINDHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/31/42,
Cumberland B1699/P476
WINDHAM- Q EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
WINDHAM- W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
WINDHAM- W FEE DAM SITE & TAILRACE; CMP ACQUIRED FROM CCP&L
Cumberland BY DEED OF 12/3/42, B1699/P476
WINDHAM- W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P478
WINDHAM- W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42,
Cumberland B1699/P476
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4 (f) and Excluded Assets that
will be severed pursuant to Section 2.2
Schedule 5.11(C) Page 73 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PA
- -----------------------------------------------------------------------------------------------------
NORTH GORHAM*
- -------------
<S> <C> <C> <C> <C> <C>
WINDHAM- CMP WINDHAM, TOWN MARCH 20, 1973
CUmberland OF & MAINE,
STATE OF
WINDHAM- CMP SCOTT PAPER CO. OCTOBER 18,
Cumberland 1974
WINDHAM- WINDHAM, TOWN MARCH 20, 1973
Cumberland OF
WINDHAM- S.D. WARREN CMP FEBRUARY, 12 12600 30
CO. 1996
WINDHAM- CMP ROLFE, CHARLES AUGUST 8, 1957
Cumberland L., ET AL
<CAPTION>
- -------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------------------------------
NORTH GORHAM*
- -------------
<S> <C> <C> <C>
WINDHAM- Q EASMT HIGHWAY RELOCATION & BRIDGE CONSTRUCTION
CUmberland STATE AID HIGHWAY NO. 8
WINDHAM- IND GRANTS RIGHT OF FIRST REFUSAL FOR SALE OF
Cumberland NORTH GORHAM HYDRO TO SCOTT PAPER CO. (S.D.
WARREN DIV.
WINDHAM- Q EASMT HIGHWAY RELOCATION & BRIDGE CONSTRUCTION
Cumberland OVER PRESUMPSCOT RIVER
WINDHAM- Q FEE GREAT FALLS BOAT LAUNCH SITE
Cumberland
WINDHAM- Q EASMT RIGHT TO PASS & REPASS BETWEEN RIVER RD, &
Cumberland PRESUMPSCOT RIVER
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real and Additional Assets Real Property
that may be severed pursuant to Section
7.4(f) and excluded Assets that will
be severed pursuant to Section 2.2.
Schedule 5 11(C) Page 74 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
OAKLAND*
- --------
<S> <C> <C> <C> <C> <C>
The dam for this hydro project is located in the town of Oakland on the Messalonskee Steam with flowage rights located in the towns
of Oakland, Sidney and Belgrade
OAKLAND-Kennebec CMP BARTON, ELAINE NOVEMBER 21, 1978
OAKLAND-Kennebec DUNN EDGE TOOL CO. CMP MARCH 16, 1910 503 10
OAKLAND-Kennebec CMP MAINE, STATE OF, PENDING
DEPARTMENT OF CONSERVATION
OAKLAND-Kennebec CMP CASCADE GRANGE #92 JULY 1, 1965
OAKLAND-Kennebec VICKERY, CHARLES E. CENTSEC JULY 25, 1922 603 238
OAKLAND-Kennebec SPAULDING, WILLIAM S. CMP SEPTEMBER 7, 1911 511 515
OAKLAND-Kennebec CENTSEC CMP JUNE 30, 1930 671 538
OAKLAND-Kennebec CMP FERC DECEMBER 9, 1993
OAKLAND-Kennebec CMP CASCADE WOOLEN MILL OCTOBER 6, 1960
OAKLAND-Kennebec AMERICAN AXE AND TOOL CO. UNION GAS AND ELECTRIC CO. OCTOBER 11, 1900 437 6
OAKLAND-Kennebec NPDES CMP
OAKLAND-Kennebec CMP MAINE, STATE OF NOVEMBER 22, 1996
OAKLAND-Kennebec CMP COOK, CHARLES & ALFRED JANUARY 24, 1972
OAKLAND-Kennebec WATERVILLE, FAIRFIELD & OAKLAND CMP
RAILWAY CMP OCTOBER 11, 1937 737 243
OAKLAND-Kennebec CMP NEW ENGLAND WASTE PROCESS
CO. MAY 10, 1934
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
OAKLAND*
- --------
<S> <C> <C> <C>
OAKLAND-Kennebec IND/LEASE M-1 SNOW POND - RENTAL OF BOAT YARD
OAKLAND-Kennebec Q FEE
OAKLAND-Kennebec IND EASMT PROPOSED PARKING LOT & FOOT PATH
OAKLAND-Kennebec IND/LEASE PARKING LOT, WSTLY SIDE BELGRADE RD.
OAKLAND-Kennebec W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 7/31/35, B713/P164
OAKLAND-Kennebec W FEE
OAKLAND-Kennebec W FEE FLOWAGE
OAKLAND-Kennebec AGREEMENT MANAGEMENT OF HISTORICAL AND ARCHAEOLOGICAL SITES (MESSALONSKI INCLUDES
UNION GAS PROJECT & OAKLAND PROJECT)
OAKLAND-Kennebec IND EASMT RENT OF LAND AND PARKING LOT
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM UNION GAS & ELECTRIC BY DEED OF 11/29/11, B523/P140
OAKLAND-Kennebec PERMIT NPDES #ME0001183; M-2; APPL. FILED MARCH 22, 1990
OAKLAND-Kennebec Q EASMT EASEMENT FOR HIGHWAY PURPOSES, AT SOUTH BRIDGE IN OAKLAND ON RTE 23
OAKLAND-Kennebec QCC FEE FLOWAGE RIGHTS RETAINED
OAKLAND-Kennebec QCC FEE FLOWAGE
OAKLAND-Kennebec W FEE & EASMT UNABLE TO LOCATE ON PROJECT MAPS
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 75 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
OAKLAND*
- --------
<S> <C> <C> <C> <C> <C>
OAKLAND-Kennebec DEP CMP
OAKLAND-Kennebec UNION GAS & ELECTRIC CO. CMP NOVEMBER 29, 1911 523 140
OAKLAND-Kennebec MAINE DOT CMP AUGUST 31, 1992
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
OAKLAND*
- --------
<S> <C> <C> <C>
OAKLAND-Kennebec PERMIT DEP WASTE DISCHARGE #W000585-57-H-R; M-2; APPL. FILED MARCH 20, 1990
OAKLAND-Kennebec W FEE CONVEYS ALL ITS REAL ESTATE, FLOWAGE RIGHTS, DAMS, CANALS, HYDRO-ELECTRIC
POWER STATIONS, SUB-STATIONS... (ECT.) OF WHATEVER KIND OR WHEREVER
SITUATE...
OAKLAND-Kennebec LICENSE PERMISSION TO CASTE DAM WESTERLY BRIDGE ABUTMENT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 76 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------
RICE RIPS*
- ----------
This hydro project is located on the Massalonskee Stream in the town of Oakland. The dam is located just above the Maine
Central Railroad bridge with flowage rights located on Messalonskee Stream.
<S> <C> <C> <C> <C> <C>
OAKLAND-Kennebec BAKER, LIZZIE M. OAKLAND ELECTRIC CO. MARCH 15, 1901 440 27
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec ALLEN, EDWARD P. CMP MAY 1, 1920 572 568
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec MAINE CENTRAL RAILROAD CO. CMP APRIL 1, 1918 570 42
OAKLAND-Kennebec EASTERN INVESTMENT CO. CMP MAY 18, 1944 809 319
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec EASTERN INVESTMENT CO. CMP MAY 18, 1944 809 319
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec OAKLAND ELECTRIC CO. HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 435 445
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------
RICE RIPS*
- ----------
<S> <C> <C> <C>
OAKLAND-Kennebec W FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec Q FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec W FEE
OAKLAND-Kennebec Q EASMT CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec AGREEMENT EASMT RIGHTS FOR PENSTOCK.
OAKLAND-Kennebec Q FEE
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q EASMT
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 77 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------
RICE RIPS*
- ----------
<S> <C> <C> <C> <C> <C>
OAKLAND-Kennebec AYER, WILLIAM M., ET AL CMP MARCH 18, 1919 603 375
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec FULLER, ALBERT & GEORGE R. CMP JANUARY 28, 1918 566 341
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec CORNFORTH, CHARLES E. CMP DECEMBER 2, 1919 580 281
OAKLAND-Kennebec DEARBORN, THEODORE P. OAKLAND ELECTRIC CO. MARCH 11, 1901 440 28
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec WHEELER, PERCIVAL L. HARVEY D. EATON & WALTER S. WYMAN MAY 1, 1901 440 385
OAKLAND-Kennebec OAKLAND ELECTRIC CO. HARVEY D. EATON & WALTER S. WYMAN JUNE 1, 1901 435 445
OAKLAND-Kennebec DEARBORN, THEODORE P. HARVEY D. EATON & WALTER S. WYMAN MAY 17,1901 440 387
OAKLAND-Kennebec ROWE, MINER E., ET AL HARVEY D. EATON & WALTER S. WYMAN MAY 15, 1901 440 469
OAKLAND-Kennebec ROWE, MINER E., ET AL HARVEY D. EATON & WALTER S. WYMAN MAY 1, 1901 440 386
OAKLAND-Kennebec ROWE, LEONARD HARVEY D. EATON & WALTER S. WYMAN MAY 20, 1901 440 388
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------
RICE RIPS*
- ----------
<S> <C> <C> <C>
OAKLAND-Kennebec W FEE
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec W EASMT
OAKLAND-Kennebec Q FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec W FEE
OAKLAND-Kennebec W FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec Q EASMT CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec W EASMT CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec W FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec W FEE SURGE POND; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec W FEE POWERHOUSE, SURGE POND & TAILRACE; CMP ACQUIRED FROM OAKLAND ELECTRIC BY
DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec W FEE DAM SITE & FLOWAGE; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
, Schedule 5.11(C) Page 78 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------
RICE RIPS*
- ----------
<S> <C> <C> <C> <C> <C>
OAKLAND-Kennebec VICKERY, CHARLES E. CENTSEC JULY 25, 1922 603 238
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec HOLT, MARINDA L., ET AL HARVEY D. EATON & WALTER S. WYMAN JULY 1, 1901 437 433
OAKLAND-Kennebec CMP MAINE, STATE OF DECEMBER 11, 1961
OAKLAND-Kennebec NPDES CMP
OAKLAND-Kennebec DEP CMP
OAKLAND-Kennebec OAKLAND ELECTRIC CO. MESSALONSKEE JUNE 3, 1905 462 501
OAKLAND-Kennebec CMP SEAVEY, MICHAEL D., ET AL FEBRUARY 29, 1984 2664 318
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
RICE RIPS*
- ----------
<S> <C> <C> <C>
OAKLAND-Kennebec W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 7/31/35, B713/P164
OAKLAND-Kennebec Q FEE 1/2 INTEREST; CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05,
B462/P501
OAKLAND-Kennebec Q FEE CMP ACQUIRED FROM OAKLAND ELECTRIC BY DEED OF 7/3/05, B462/P501
OAKLAND-Kennebec Q FEE BRIDGE EXPANSION ON RICE ROAD OVER MESSALONSKEE STREAM
OAKLAND-Kennebec PERMIT NPDES #ME0001252;M-3;APPL.FILED APRIL 23, 1990
OAKLAND-Kennebec PERMIT DEP WASTE DISCHARGE #W000577-57-B-R;M-3
OAKLAND-Kennebec W FEE & EASMT NOTE: MESSALONSKEE CHANGED ITS NAME TO CMP IN 1910
OAKLAND-Kennebec Q FEE SALE OF .016 ACRE PARCEL - SEAVEYS MISTAKENLY BUILT A PORTION OF THEIR
HOUSE ON LICENSED LAND.
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 79 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
The dam for this project is located in the towns of Fairfield and Benion. Flowage rights are within the banks of the Kennecbec
River in the towns, Benton, Clinton, and Skowhegan.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
KENNEBEC DECEMBER 16, AGREEMENT AGREEMENT REGARDING FISH
HYDRO 1986 RESTORATION AND PASSAGE
DEVELOPERS
GROUP & STATE
OF MAIN
BENTON-Piscataquis SHAWMUT CMP SEPTEMBER 5, 621 170 W FEE
MANUFACTURING 1924
CO.
BENTON-Piscataquis KENNEBEC CMP FEBRUARY 12, 4070 302 W EASMT BOAT LAUNCH SITE
RIVER RD 1992
REALTY TRUST
CLINTON-Kennebec SHAWMUT CMP JULY 31, 1935 713 184 Q EASMT
MANUFACTURING
CO.
CLINTON-Kennebec SHAWMUT CMP JULY 31, 1935 713 184 Q EASMT
MANUFACTURING
CO.
CLINTON-Kennebec SHAWMUT CMP JULY 31, 1935 713 184 Q EASMT
MANUFACTURING
CO.
CLINTON-Kennebec SHAWMUT CMP SEPTEMBER 5, 621 170 W EASMT
MANUFACTURING 1924
CO.
CLINTON-Kennebec CHASE, CMP JULY 13, 1928 660 75 W EASMT
MERTON L.
CLINTON-Kennebec HALL, FLORICE CMP MAY 16, 1928 654 314 W EASMT
CLINTON-Kennebec SHAWMUT CMP JULY 31, 1935 713 184 Q EASMT
MANUFACTURING
CO.
CLINTON-Kennebec FLOOD, WILLIAM CMP MAY 16, 1927 642 103 W EASMT
CLINTON-Kennebec BOYDEN, LYLE CMP AUGUST 4, 1928 660 150 W EASMT
CLINTON-Kennebec ABBOTT, MARY CMP JULY 24, 1928 660 102 W EASMT
E.
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 80 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CLINTON- KELLY CMP JULY 17, 1928 660 76 W EASMT
Kennebec HAWLEY M.
CLINTON- STATE TRUST CMP MAY 17, 1912 524 157 W FEE
Kennebec CO.
CLINTON- HOLT, JULIA CMP JULY 24, 1928 660 105 W EASMT
Kennebec
CLINTON- DREW WILLIAM CMP SEPTEMBER 649 220 W EASMT
Kennebec WINTER 14, 1927
CLINTON- WEBB, ALBERT CMP DECEMBER 24, 688 350 W EASMT
Kennebec E. 1932
CLINTON- MANSON CMP SEPTEMBER 642 486 W EASMT
Kennebec HENRY K. 15, 1927
CLINTON- FLOOD, WILLIAM CMP MAY 16, 1927 642 103 W EASMT
Kennebec S.
CLINTON- TARDIFF, MACK CMP SEPTEMBER 9, 642 517 W EASMT
Kennebec 1927
CLINTON- LOVELL, CMP NOVEMBER 13, 660 385 W EASMT
Kennebec CHARLES J. 1928
CLINTON- GOODWILL CMP MAY 31, 1928 657 1 W EASMT
Kennebec HOME ASSOC.
CLINTON- BROADWAY, CMP AUGUST 15, 660 157 W EASMT
Kennebec WILLIAM G. 1928
CLINTON- SHAWMUT CMP JULY 31, 1935 713 184 Q EASMT
Kennebec MANUFACTURING
CO.
CLINTON- CRUMMETT, CMP JULY 25, 1927 642 402 W EASMT
Kennebec CHARLES
CLINTON- SHAWMUT CMP JULY 31, 1935 713 184 Q EASMT
Kennebec MANUFACTURING
CO.
CLINTON- FLOOD, WILLIAM CMP MAY 16, 1927 642 103 W EASMT
Kennebec S.
CLINTON- GERALD CMP AUGUST 12, 648 31 W EASMT
Kennebec BERTHA 1927
CLINTON- GIFFORD CMP DECEMBER 27, 642 562 W EASMT
Kennebec MARSHALL H. 1927
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real 31-Oct-97
Property and Additional Assets Real Property
that may be severed pursuant to Section
7.4(f) and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 81 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
CLINTON-Kennebec CRUMMETT, CHARLES H., ET AL CMP FEBRUARY 9, 1928 645 483
CLINTON-Kennebec FLOOD, WILLIAM S. CMP MAY 16, 1927 642 103
CLINTON-kennebec PRATT, ERNEST CMP JULY 12, 1929 664 566
CLINTON-Kennebec CROCKER, ERNEST E. CMP OCTOBER 2, 1926 664 405
CLINTON-Kennebec LEWIS, POOLER CMP DECEMBER 1, 1930 674 368
CLINTON-Kennebec FLEWELLING, BYRON CMP NOVEMBER 6, 1930 674 312
CLINTON-Kennebec CMP MAINE, STATE OF JULY 3, 1966
CLINTON-Kennebec CMP HINCKLEY GRANGE #539 JULY 1, 1964
FAIRFIELD-Somerset CMP KEYES FIBRE CO. DECEMBER 15, 1947
FAIRFIELD-Somerset GOODWILL HOME ASSOC. CMP MAY 31, 1928 397 518
FAIRFIELD-Somerset WALKER, JOHN CMP JANUARY 5, 1929 398 393
FAIRFIELD-Somerset HINCKLEY, WALTER P. CMP MAY 31, 1928 396 328
FAIRFIELD-Somerset BARRETT, RUSSELL CMP JUNE 9, 1927 394 123
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO, CMP JULY 31, 1935 434 72
FAIRFIELD-Somerset HINCKLEY, G.W. CMP JUNE 27, 1928 395 499
FAIRFIELD-Somerset CMP KEYES FIBRE CO. SEPTEMBER 29, 1961
FAIRFIELD-Somerset HICKS, EDWARD B. CMP JANUARY 11, 1929 398 394
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C>
CLINTON-Kennebec Q EASMT
CLINTON-Kennebec W EASMT
CLINTON-kennebec W EASMT
CLINTON-Kennebec W EASMT
CLINTON-Kennebec W EASMT
CLINTON-Kennebec W EASMT
CLINTON-Kennebec QCC FEE STATE HGWY 23 RELOCATION
CLINTON-Kennebec IND/LEASE LEASE PUBLIC PICNIC AREA
FAIRFIELD-Somerset IND/LEASE WATER INTAKE NOT TO EXCEED 4,000,000 DAILY
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset Q EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset Q FEE
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset IND/LEASE PARCEL IN SHAWMUT VILLAGE
FAIRFIELD-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(c) Page 82 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
FAIRFIELD-Somerset GOODWILL HOME ASSOC. CMP MAY 31, 1928 397 518
FAIRFIELD-Somerset SARGENT, ALFRED CMP JUNE 9, 1927 394 124
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO. CMP JULY 31, 1935 434 72
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO. CMP JULY 31, 1935 434 72
FAIRFIELD-Somerset DESMOND HERBERT J. CMP JUNE 6, 1927 394 60
FAIRFIELD-Somerset DESMOND HERBERT J. CMP JUNE 6, 1927 394 60
FAIRFIELD-Somerset LOWE, A. WILSON CMP JUNE 6, 1927 394 60
FAIRFIELD-Somerset MITCHELL, MOLLY CMP JUNE 14, 1927 394 131
FAIRFIELD-Somerset LASHUS, CHARLES A. CMP JUNE 25, 1928 395 513
FAIRFIELD-Somerset WINTLE, BRIDGET CMP OCTOBER 24, 1927 397 97
FAIRFIELD-Somerset KEYES FIBRE CO. CMP MAY 9, 1994 4715 264
FAIRFIELD-Somerset MILLER, CARRIE M. CMP OCTOBER 10, 1928 398 175
FAIRFIELD-Somerset WINTLE, BRIDGET CMP OCTOBER 24, 1927 394 450
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO. CMP JULY 31, 1935 434 72
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C>
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset Q FEE
FAIRFIELD-Somerset Q EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset GD EASMT 2/27 INTEREST
FAIRFIELD-Somerset IND EASMT CANOE PORTAGE. "THIS EASEMENT SHALL AUTOMATICALLY
TERMINATE WHEN GRANTEE, OR ITS SUCCESSORS, AFFILIATES
OR ASSIGNS CEASE TO HOLD A LICENSE FOR THE SAID SHAWMUT
DAM FROM THE FERC..."
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT 25/27 INTEREST
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset Q EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 83 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO, CMP JULY 31, 1935 434 72
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO, CMP JULY 31, 1935 434 72
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO, CMP JULY 31, 1935 434 72
FAIRFIELD-Somerset BARNES, LYMAN CMP AUGUST 21, 1928 398 89
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
FAIRFIELD-Somerset MAINE CENTRAL RAILROAD CO. CMP DECEMBER 22, 1961 463 63
FAIRFIELD-Somerset GOODWILL HOME ASSOC. CMP MAY 31, 1928 397 518
FAIRFIELD-Somerset TOBEY, RAY CMP AUGUST 31, 1927 394 308
FAIRFIELD-Somerset HENDERSON, JOSEPH W. CMP MAY 22, 1930 406 387
FAIRFIELD-Somerset WARD, J.M. CMP DECEMBER 6, 1929 406 61
FAIRFIELD-Somerset CMP KEYES FIBRE CO. MAY 9, 1994
FAIRFIELD-Somerset GOODWILL HOME ASSOC. CMP MAY 31, 1928 397 519
FAIRFIELD-Somerset CMP CAVERLY, FRANK MAY 22, 1995
FAIRFIELD-Somerset CMP FAIRFIELD, TOWN OF APRIL 10, 1992
FAIRFIELD-Somerset CMP FAIRFIELD, TOWN OF JUNE 28, 1976
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C>
FAIRFIELD-Somerset Q FEE
FAIRFIELD-Somerset Q EASMT
FAIRFIELD-Somerset Q FEE
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset IND EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset *IND
FAIRFIELD-Somerset QCC EASMT
FAIRFIELD-Somerset LEASE EASMT AGRICULTURAL LEASE (CORBETT CONVEYANCE)
FAIRFIELD-Somerset LEASE EASMT BOAT LAUNCH FACILITY
FAIRFIELD-Somerset IND EASEMENT FOR SEWER LINE FROM KENNEBEC ST. TO KEYES FIBRE
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.5(f) and
Excluded Assets that will be severed
pursuant to Section 2.2
Schedule 5.11(C) Page 84 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
FAIRFIELD-Somerset CMP SCOTT PAPER JANUARY 20, 1976 861 121
FAIRFIELD-Somerset GOODWILL HOME ASSOC. CMP MAY 31, 1928 397 518
FAIRFIELD-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
FAIRFIELD-Somerset CORBETT, ROBERT F. CMP DECEMBER 14, 1990 1665 99
FAIRFIELD-Somerset CAYFORD, GEORGE M. CMP JANUARY 5, 1929 398 392
FAIRFIELD-Somerset CRAUSE, CLIFFORD J. CMP JUNE 7, 1927 394 81
FAIRFIELD-Somerset NPDES CMP
FAIRFIELD-Somerset CMP MAINE, STATE OF NOVEMBER 4, 1986
FAIRFIELD-Somerset CMP MAINE HISTORICAL PRESERVATION COMMISSION FEBRUARY 23, 1994
FAIRFIELD-Somerset CMP KEYES FIBRE CO DECEMBER 15, 1947
FAIRFIELD-Somerset FERC CMP
FAIRFIELD-Somerset DEP CMP
FAIRFIELD-Somerset DEP CMP
FAIRFIELD-Somerset CMP KEYES FIBRE CO APRIL 14, 1951
FAIRFIELD-Somerset CMP KEYES FIBRE CO JULY 18, 1975
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C>
FAIRFIELD-Somerset LICENSE EASMT WATER OUTFLOW AT SKOWHEGAN TOWN LINE; *TERM: AS LONG AS SCOTT OPERATES
PULP MILL ADJACENT TO PREMISES HEREIN LICENSED OR UNTIL ABANDONMENT OF
CMP'S SHAWMUT PROJECT OR ITS MODIFICATION.
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W FEE
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset W EASMT
FAIRFIELD-Somerset PERMIT NPDES #ME0001201; APPL. FILED MARCH 21, 1990
FAIRFIELD-Somerset ED FEE & EASMT DOT LAND TAKING AND SLOPE EASMT FOR HIGHWAY RECONSTRUCTION
FAIRFIELD-Somerset CONSERVATION EASMT CONSERVATION EASEMENT FOR ARCHAEOLOGICAL FEATURES
FAIRFIELD-Somerset IND FEE/EASMT PORTION OF PREMISES(2PARCELS), 100 FT. STRIP, PIPE LINE, EASMT
PULPWOOD LOGS, RESERVED WATER RIGHTS.
FAIRFIELD-Somerset PERMIT FERC LICENSE #2322
FAIRFIELD-Somerset PERMIT DEP WASTE DISCHARGE #W000580-53-B-R
FAIRFIELD-Somerset PERMIT DEP 401 CERTIFICATION #08-7046-25120
FAIRFIELD-Somerset IND FEE/EASMT PORTION OF PREMISES NOT INCLUDING HOUSE, EASMT FOR PULPWOOD LOGS,
RESERVED WATER RIGHTS
FAIRFIELD-Somerset IND EASMT 10" CAST IRON PIPE & PUMPING STATION
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real 31-Oct-97
Property and Additional Assets Real Property
that may be severed pursuant to Section
7.5(f) and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 84 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
SKOWHEGAN-Somerset CORSON, WALTER CMP AUGUST 23, 1928 398 137
SKOWHEGAN-Somerset WESTON, RALPH CMP DECEMBER 24, 1929 406 83
SKOWHEGAN-Somerset WILSON, ROY E. CMP OCTOBER 8, 1930 407 366
SKOWHEGAN-Somerset LORD, MARGARET CMP JULY 3, 1930 406 525
SKOWHEGAN-Somerset ORDWAY, WALTER P. CMP JULY 19, 1929 405 71
SKOWHEGAN-Somerset HERRIN, JOSEPH L. CMP AUGUST 23, 1928 398 96
SKOWHEGAN-Somerset REED, HENRY J. CMP APRIL 26, 1930 406 323
SKOWHEGAN-Somerset MOODY, EUNICE CMP AUGUST 4, 1928 395 597
SKOWHEGAN-Somerset PARKER, R. FRANCIS CMP JULY 16, 1929 404 294
SKOWHEGAN-Somerset PARKER, R. FRANCIS CMP JUNE 5, 1931 410 118
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING C CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING C CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset MOORE, SYLVESTER CMP NOVEMBER 21, 1930 407 360
SKOWHEGAN-Somerset WHITE, EARL CMP MARCH 25, 1930 406 306
SKOWHEGAN-Somerset WARREN, P. LEROY CMP AUGUST 7, 1929 406 38
SKOWHEGAN-Somerset GORDON, WILMOT O. CMP FEBRUARY 10, 1930 406 154
SKOWHEGAN-Somerset CMP SCOTT PAPER MAY 27, 1976
SKOWHEGAN-Somerset CLOUTIER, TREFFLE M. CMP NOVEMBER 1, 1930 407 291
SKOWHEGAN-Somerset SMITH, ALTA E. CMP FEBRUARY 20, 1930 406 166
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C>
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset LICENSE SUPPLEMENT TO LICENSE AGREEMENT DATED 1/20/76
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed Pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 86 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- -------
<S> <C> <C> <C> <C> <C>
SKOWHEGAN-Somerset LORD, MARGARET CMP JULY 3, 1930 406 525
SKOWHEGAN-Somerset SPRAGUE, HAROLD A. CMP JANUARY 5, 1929 398 403
SKOWHEGAN-Somerset BUZZELL, RALPH CMP SEPTEMBER 17, 1927 394 352
SKOWHEGAN-Somerset DAVIS, ROBERT CMP NOVEMBER 30, 1929 407 258
SKOWHEGAN-Somerset MERRILL, MAURICE P. CMP OCTOBER 20, 1927 396 172
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING C CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset CMP SCOTT PAPER JANUARY 20, 1976 861 121
SKOWHEGAN-Somerset BRITTON, BERTHA CMP AUGUST 7, 1929 406 18
SKOWHEGAN-Somerset BOYNTON, HENRY F. CMP AUGUST 4, 1928 398 18
SKOWHEGAN-Somerset FRIEND, FRANCIS CMP AUGUST 7, 1929 404 450
SKOWHEGAN-Somerset TIBBALS, HARRY B. CMP FEBRUARY 7, 1930 406 185
SKOWHEGAN-Somerset SANFORD, L.L. CMP MAY 1, 1930 406 294
SKOWHEGAN-Somerset BUZZELL, VIRA, ET AL CMP OCTOBER 7, 1927 394 442
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING C CMP JULY 31, 1935 434 72
SKOWHEGAN-Somerset MERRILL, MAURICE P. CMP OCTOBER 20, 1927 394 443
SKOWHEGAN-Somerset ELLIS, HARRY & RAY CMP JULY 17, 1928 395 571
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- -------
<S> <C> <C> <C>
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset Q EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset LICENSE AGREEMENT FOR WATER INTAKE/OUTFLOW; *TERM: AS LONG AS SCOTT OPERATES PULP
MILL ADJACENT TO PREMISES HEREIN LICENSED OR UNTIL ABANDONMENT OF CMP'S
SHAWMUT PROJECT OR ITS MODIFICATION.
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset Q FEE
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed Pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 86 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset CMP DUNLOPE, BURTON D. JUNE 16, 1930 1178 318
SKOWHEGAN-Somerset GILES, GUY CMP JULY 11, 1928 395 525
SKOWHEGAN-Somerset KEAST, JOSEPH J., ET AL CMP JULY 20, 1928 395 570
SKOWHEGAN-Somerset CMP SKOWHEGAN, TOWN OF JULY 14, 1967
SKOWHEGAN-Somerset SMITH, WALTER F. CMP AUGUST 23, 1928 398 88
SKOWHEGAN-Somerset BOYDEN, LYLE CMP AUGUST 4, 1928 398 26
SKOWHEGAN-Somerset FAULKNER, ELMON S. CMP JULY 12, 1929 404 333
SKOWHEGAN-Somerset WENTWORTH, LENA E. CENTSEC JANUARY 20, 1920 363 134
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING CO, CMP JULY 31, 1935 434 72
SKOWHEGAN-Somerset DUNLOPE, BURTON D. CMP JUNE 16, 1930 406 490
SKOWHEGAN-Somerset MCLAUGHLIN, CHARLES H. CMP AUGUST 26, 1929 404 562
SKOWHEGAN-Somerset WINTLE, BRIDGETT CMP OCTOBER 24, 1927 394 450
SKOWHEGAN-Somerset WINTLE, BRIDGETT CMP OCTOBER 24, 1927 397 97
SKOWHEGAN-Somerset STATE TRUST CO. CMP MAY 17, 1912 308 409
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C>
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset Q FEE TWO ISLANDS KNOWN AS THE CARRIE E. ADAMS ISLANDS A/K/A GREAT
ISLANDS
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset IND/LEASE RENTAL OF NORTHERLY SIDE OF NORTH CHANNEL
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W FEE 1/2 INTEREST
SKOWHEGAN-Somerset Q EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT 25/27 INTEREST
SKOWHEGAN-Somerset GD EASMT 2/27 INTEREST
SKOWHEGAN-Somerset W FEE TRUSTEE DEED - CANAAN POWER COMPANY, PROPERTY IN CLINTON,
CANAAN, HARTLAND & SKOWHEGAN (5 LOTS IN SKOWHEGAN - ONE
LOT BORDERS CARRABASSET STREAM)
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 88 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
SHAWMUT*
- --------
<S> <C> <C> <C> <C> <C>
SKOWHEGAN-Somerset SKOWHEGAN, TOWN OF CMP JUNE 21, 1928 396 338
SKOWHEGAN-Somerset PARKER, EUGENE CMP AUGUST 4, 1928 398 12
SKOWHEGAN-Somerset JACKSON, JOSEPH A. CMP JULY 12, 1928 395 526
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset PAGE, BLIN W. CMP NOVEMBER 15, 1935 434 362
SKOWHEGAN-Somerset CHASE, MERTON L. CMP JULY 13, 1928 395 539
SKOWHEGAN-Somerset SHAWMUT MANUFACTURING CO. CMP SEPTEMBER 5, 1924 378 120
SKOWHEGAN-Somerset LOWELL, IDA L. CMP AUGUST 1, 1930 406 584
<CAPTION>
- -----------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
SKOWHEGAN-Somerset Q EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset Q FEE 1/2 INTEREST
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real Property and 31-Oct-97
Additional Assets Real Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 89 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
The dam for this hydro project is located on the Saco River in the towns of Buxton and Dayton. Flowage rights are within the
Banks of the Saco River and Cook's Brook in the towns of Buxton, Dayton, and Hollis.
<S> <C> <C> <C> <C> <C>
CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450
BUXTON-York HARMON, C. WALLACE CMP JANUARY 29, 1948 1113 247
BUXTON-York BOWDITCH, CHARLES P., ET AL CLARK POWER CO. APRIL 12, 1917 807 80
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York CLARK, JOHN A., ET AL CMP APRIL 1, 1952 1218 30
BUXTON-York HARMON, C. WALLACE CMP APRIL 7, 1947 1085 272
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York BOWDITCH, CHARLES P., ET AL CLARK POWER CO. APRIL 12, 1917 807 80
BUXTON-York HARMON, C. WALLACE CLARK POWER CO. OCTOBER 1, 1919 671 399
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C>
Q FEE & EASMT ALL PLANT, PROPERTY, DISTRIBUTION SYSTEMS, TRANSMISSION
LINES, ... REAL ESTATE, RIGHTS OF WAY, DAM SITES,
WATER POWER RIGHTS, FLOWAGE AND RIPARIAN RIGHTS ... OF
WHATEVER KIND AND WHEREVER SITUATED ...
BUXTON-York W FEE
BUXTON-York T FEE
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York QCC FEE
BUXTON-York W FEE
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York T FEE
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-0ct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 90 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C> <C> <C>
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York HARMON, C. WALLACE CLARK POWER CO. MAY 29, 1930 800 420
BUXTON-York DENNETT, JENNIE E., ET AL CMP JUNE 22, 1948 1115 399
BUXTON-York ANDERSON, ROBERT B., ET.AL. CMP JULY 29, 1996 7949 350
BUXTON-York BOWDITCH, CHARLES P., ET AL CLARK POWER CO. APRIL 12, 1917 807 80
BUXTON-York MCNIERNEY, BEVERLY H. CMP JUNE 21, 1948 1114 407
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
BUXTON-York MCNIERNEY, BEVERLY H. CMP NOVEMBER 8, 1948 1130 381
BUXTON-York MCNIERNEY, BEVERLY H. CMP JUNE 21, 1948 1114 407
BUXTON-York SAVAGE, WILLIAM H. CMP JUNE 25, 1948 1114 406
BUXTON-York SAVAGE, WILLIAM H. CMP NOVEMBER 19, 1948 1130 435
BUXTON-York HARMON, C. WALLACE CLARK POWER CO. OCTOBER 1, 1919 671 399
BUXTON-York CMP MAINE, STATE OF DECEMBER 2, 1977
BUXTON-York CMP BUXTON, TOWN OF AUGUST 4, 1948
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C>
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York QCC FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W EASMT TRANSMISSION R/W; PERPETUAL EASEMENT
BUXTON-York Q FEE LAND EXCHANGE OF EVEN DATE WITH ANDERSONS
BUXTON-York T FEE
BUXTON-York W EASMT
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W EASMT
BUXTON-York W EASMT PERPETUAL EASEMENT
BUXTON-York W EASMT PERPETUAL EASEMENT
BUXTON-York W EASMT
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York ED FEE TAKING OF LAND FOR HIGHWAY PURPOSES
BUXTON-York Q FEE CONVEYED FOR BRIDGE CONSTRUCTION
</TABLE>
________________________________________________________________________________
* Documents listed may include both Real 31-0ct-97
Property and Additional Assets Real
Property that may be severed pursuant to (f)
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 91 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C> <C> <C>
BUXTON/DAYTON-York CMP FERC DECEMBER 9, 1993
BUXTON/DAYTON-York NPDES CMP
BUXTON/DAYTON-York FERC CMP
BUXTON/DAYTON-York DEP CMP
BUXTON/DAYTON-York DEP CMP
DAYTON-York CMP FRAPPIER, ROMEO H., ET AL SEPTEMBER 1, 1973
DAYTON-York CMP ANDERSON, ROBERT B. JULY 29, 1996 7949 348
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York GRANTHAM, E. ALFRED CMP FEBRUARY 1947 1089 185
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C>
BUXTON/DAYTON-York AGREEMENT MANAGEMENT OF HISTORICAL AND ARCHAEOLOGICAL SITES
BUXTON/DAYTON-York PERMIT NPDES #ME0001180; APPL. FILED JANUARY 19, 1990
BUXTON/DAYTON-York PERMIT FERC LICENSE #2527; APPL. FILED DECEMBER 9, 1991
BUXTON/DAYTON-York PERMIT DEP WASTE DISCHARGE #W000578-57-A-R; APPL. FILED
JANUARY 19, 1990
BUXTON/DAYTON-York PERMIT DEP 401 CERTIFICATION #L-17483-33-F-N; WILL EXPIRE
WHEN NEW FERC LICENSE EXPIRES
DAYTON-York AGREEMENT EASMT RIGHT TO FOREVER TAKE AND USE WATER FROM THE SPRING
ON THE FORMER ELIZABETH F. KIMBALL PROPERTY
DAYTON-York QCC FEE 6.3 ACRES
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Real 31-0ct-97
Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 92 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C> <C> <C>
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York COLE, W. PHILLIP, ET AL CMP JANUARY 17, 1947 1088 477
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
DAYTON-York ANDERSON, BURTON F. CMP JULY 9, 1947 1087 154
DAYTON-York ANDERSON, BURTON F. CMP JUNE 12 , 1947 1090 511
DAYTON-York SMITH, RUFUS A. CLARK POWER CO. JUNE 4, 1917 651 237
DAYTON-York SMITH, RUFUS A. CLARK POWER CO. AUGUST 22, 1919 794 468
DAYTON-York KIMBALL, ELIZABETH E. CLARK POWER CO. JUNE 6, 1917 651 238
DAYTON-York FRAPPIER, ROMEO H., ET AL CMP FEBRUARY 4, 1947 1088 588
DAYTON-York DENNETT, FRANK J. CLARK POWER CO. JULY 17, 1912 611 150
DAYTON-York RAMSDELL, EMILY G. CMP OCTOBER 13, 1965 1683 197
DAYTON-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York DENNETT, FRANK J. CLARK POWER CO. JULY 17, 1912 611 150
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C>
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE
DAYTON-York W FEE
DAYTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE
DAYTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
DAYTON-York W FEE FLOWAGE LAND ALONG COOK'S BROOK
DAYTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both Real 31-0ct-97
Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 93 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C> <C> <C>
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York WATERHOUSE, ARTHUR L. CMP JULY 9, 1947 1100 337
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York RAMSDELL, EMILY G. CMP OCTOBER 13, 1965 1683 197
HOLLIS-York DEERING, FLORENCE C. CLARK POWER CO. AUGUST 13, 1912 614 198
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
HOLLIS-York PEPPERELL MANUFACTURING CO. CUMBERLAND CTY P & L SEPTEMBER 22, 1930 795 11
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C>
HOLLIS-York Q EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE FLOWAGE LAND ALONG COOK'S BROOK
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 94 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C> <C> <C>
HOLLIS-York CMP HOLLIS, TOWN OF AUGUST 4, 1948
HOLLIS-York CMP WILLIAM. ELISE BRECKER DECEMBER 28, 1954
HOLLIS-York CMP NICHOLS, LAWSON A., ET AL MAY 1, 1962
HOLLIS-York CMP MAINE, STATE OF MARCH 20, 1973
HOLLIS-York CMP PLUMMER, THEODORE A., ET AL JANUARY 14, 1963
HOLLIS-York CMP TURNER, RALPH W., ET AL MAY 25, 1951
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
SKELTON*
- --------
<S> <C> <C> <C>
HOLLIS-York Q FEE CONVEYED FOR BRIDGE CONSTRUCTION
HOLLIS-York Q FEE & EASMT PARCEL & RIGHT OF ACCESS TO SACO RIVER
HOLLIS-York Q EASMT RIGHTS & EASMT ON THE SOUTHEASTERLY SIDE OF DENNETT RD TO PASS & REPASS
ALONG ROUTES TO ENABLE ACCESS TO SKELTON POND
HOLLIS-York Q FEE STATE OF MAINE TAKING FOR HIGHWAY PURPOSES AT SALMON FALLS IN HOLLIS
HOLLIS-York QCC ESMT 2 PARCELS ARE OUTSIDE PROJECT BOUNDS; EASEMENT CROSSES PROJECT BOUNDS
HOLLIS-York Q FEE & EASMT PARCEL & RIGHT OF ACCESS TO SACO RIVER
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 95 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ---------------------------------------------------------------------------------------------------------------------------------
UNION GAS*
- ----------
Flowage rights and the dam for this project are located on the Messalonskee Stream in the city of Waterville.
<S> <C> <C> <C> <C> <C>
WATERVILLE-Kennebec SCRIBNER, SARAH J. UNION GAS & ELECTRIC CO. JANUARY 16, 1899 426 278
WATERVILLE-Kennebec REDMAN, WINFIELD S. CMP FEBRUARY 8, 1939 749 259
WATERVILLE-Kennebec MATHEWS, EDGAR C. CMP NOVEMBER 4, 1924 620 493
WATERVILLE-Kennebec WEBBER, FRANK B., ET AL UNION GAS & ELECTRIC CO. APRIL 14, 1898 424 93
WATERVILLE-Kennebec EATON, HARVEY D., ET AL UNION GAS & ELECTRIC CO. APRIL 16, 1898 424 89
WATERVILLE-Kennebec PLAISTED, AARON, ET AL UNION GAS & ELECTRIC CO. APRIL 13, 1898 424 92
WATERVILLE-Kennebec MATHEWS, EDGAR C., ET AL CMP NOVEMBER 4, 1924 620 492
WATERVILLE-Kennebec POOLER, FRED UNION GAS & ELECTRIC CO. APRIL 16, 1898 423 488
WATERVILLE-Kennebec MEADER, NATHANIEL UNION GAS & ELECTRIC CO. APRIL 15, 1898 423 487
WATERVILLE-Kennebec NPDES CMP
WATERVILLE-Kennebec CMP MAINE, STATE OF DOT MARCH 1, 1995
WATERVILLE-Kennebec WATERVILLE, CITY OF CMP JULY 6, 1989
WATERVILLE-Kennebec UNION GAS & ELECTRIC COMPANY CMP NOVEMBER 29, 1911 523 140
WATERVILLE-Kennebec DEP CMP
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
UNION GAS*
- ----------
<S> <C> <C> <C>
WATERVILLE-Kennebec FORECLOSURE FEE CMP ACQUIRED FROM UNION GAS & ELEC. BY DEED OF 11/29/11, B523/P140
WATERVILLE-Kennebec W EASMT
WATERVILLE-Kennebec W EASMT
WATERVILLE-Kennebec QCC FEE CMP ACQUIRED FROM UNION GAS & ELEC. BY DEED OF 11/29/11, B523/P140
WATERVILLE-Kennebec Q FEE CMP ACQUIRED FROM UNION GAS & ELEC. BY DEED OF 11/29/11, B523/P140
WATERVILLE-Kennebec QCC FEE CMP ACQUIRED FROM UNION GAS & ELEC. BY DEED OF 11/29/11, B523/P140
WATERVILLE-Kennebec W EASMT
WATERVILLE-Kennebec W FEE CMP ACQUIRED FROM UNION GAS & ELEC. BY DEED OF 11/29/11, B523/P140
WATERVILLE-Kennebec W FEE 1/2 INTEREST; CMP ACQUIRED FROM UNION GAS & ELEC. BY DEED OF
11/29/11, B523/P140
WATERVILLE-Kennebec PERMIT NPDES #ME0022021; M-5; APPL. FILED MARCH 20, 1990
WATERVILLE-Kennebec ED FEE DOT TAKING FOR HIGHWAY PROJECT
WATERVILLE-Kennebec LEASE EASMT BOAT LAUNCH SITE
WATERVILLE-Kennebec W FEE & EASMT ALL ITS REAL ESTATE, WATER POWER, FLOWAGE RIGHTS, DAMS, CANALS,
HYDRO-ELECTRIC POWER STATION, ETC
WATERVILLE-Kennebec PERMIT DEP WASTE DISCHARGE #W000768-57-B-R; M-5
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) page 96 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ---------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
This hydro project is located on the Saco River in the towns of Hollis, Standish and Buxton. It is situated between the hydro
projects of Bonny Eagle to the north and the Bar Mills project to the south.
<S> <C> <C> <C> <C> <C>
BUXTON-York WELLS, FREDERICK R. PORTLAND ELECTRIC CO. AUGUST 5, 1907 562 353
BUXTON-York BERRY, MARY E. PORTLAND ELECTRIC CO. SEPTEMBER 10, 1907 563 199
BUXTON-York EATON, JAMES E. PORTLAND ELECTRIC CO. MAY 7, 1907 561 420
BUXTON-York HARGRAVES, FRANK H. PORTLAND ELECTRIC CO. JULY 20, 1906 542 450
BUXTON-York CMP GRAY, DAVID D. & JEANNE M. FEBRUARY 23, 1993
BUXTON-York SAWYER, MELINDA E. PORTLAND ELECTRIC CO. MAY 8, 1907 561 514
BUXTON-York DAVIS, HOWARD M. PORTLAND ELECTRIC CO. JULY 20, 1906 542 442
BUXTON-York DAVIS, HOWARD M. PORTLAND ELECTRIC CO. OCTOBER 29, 1908 570 534
BUXTON-York DAVIS, HOWARD M. PORTLAND ELECTRIC CO. SEPTEMBER 7, 1906 556 110
BUXTON-York HALEY, ABBIE J. PORTLAND ELECTRIC CO. JULY 20, 1906 554 8
BUXTON-York USHER, MARGARET N. PORTLAND ELECTRIC CO. NOVEMBER 18, 1907 569 100
BUXTON-York HALEY, ABBIE J. PORTLAND ELECTRIC CO. SEPTEMBER 10, 1907 562 535
BUXTON-York MACE, LAFAYETTE PORTLAND ELECTRIC CO. DECEMBER 23, 1907 574 26
BUXTON-York BUXTON & HOLLIS SAVINGS BANK PORTLAND ELECTRIC CO. SEPTEMBER 13, 1907 560 319
BUXTON-York BERRYMAN, JOHN PORTLAND ELECTRIC CO. JULY 20, 1906 542 444
BUXTON-York HOBSON, FLORENCE I. PORTLAND ELECTRIC CO. JUNE 15, 1908 574 439
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C>
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York *LICENSE *UPON WRITTEN REQUEST OF LICENSEE, LICENSOR AGREES TO
ENDEAVOR TO OBTAIN AUTHORIZATION TO SELL LICENSEE
PERMANENT RIGHTS & EASEMENT; FOOTPATH AND RIGHT TO
CONSTRUCT A DOCK
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) page 97 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C> <C> <C>
BUXTON-York WARREN, JOSEPH F., ET AL PORTLAND ELECTRIC CO. SEPTEMBER 10, 1907 562 537
BUXTON-York WARREN, JOSEPH F., ET AL PORTLAND ELECTRIC CO. SEPTEMBER 10, 1907 562 538
BUXTON-York WARREN, JOSEPH F., ET AL PORTLAND ELECTRIC CO. SEPTEMBER 10, 1907 562 538
BUXTON-York HUFF, BENJAMIN F., ET AL PORTLAND ELECTRIC CO. MAY 13, 1907 560 194
BUXTON-York OLDREAD, BENJAMIN PORTLAND ELECTRIC CO. SEPTEMBER 14, 1907 563 198
BUXTON-York OLDREAD, BENJAMIN PORTLAND ELECTRIC CO. SEPTEMBER 14, 1907 563 197
BUXTON-York SAWYER, WILLIAM P. PORTLAND ELECTRIC CO. SEPTEMBER 10, 1907 562 534
BUXTON-York SMITH, HARRY E. PORTLAND ELECTRIC CO. APRIL 25, 1907 564 331
BUXTON-York SMITH, MARTHA L. CUMBERLAND CTY P & L APRIL 2, 1926 757 95
BUXTON-York HUNTOON, HANNAH J. PORTLAND ELECTRIC CO. MAY 28, 1907 562 59
BUXTON-York CUMBERLAND CTY P & L CMP DECEMBER 3, 1942 985 450
BUXTON-York CMP GRAY, DONALD W., ET AL MAY 27, 1985
BUXTON-York CMP GRAY, DONALD W., ET AL DECEMBER 15, 1982 3044 116
BUXTON-York CMP YORK MUTUAL 1NS, CO. OF APRIL 13, 1976
MAINE, ET AL
BUXTON/HOLLIS-York DEP CMP
BUXTON/HOLLIS-York DEP CMP
BUXTON/HOLLIS-York FERC CMP
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C>
BUXTON-York W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York QCC FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W EASMT CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
BUXTON-York Q FEE & EASMT SEE ALSO IND, BETWEEN CUMB CTY PWR & LT CO. AND OLD
COLONY TRUST CO. 6/1/28, CUMB CTY REG/DEEDS 1244/1
BUXTON-York IND EASMT RELEASES PART OF A RESERVATION MADE IN DEED TO SAME
GRANTEE DATED DECEMBER 15, 1982, BOOK 3044, PAGE 116
BUXTON-York Q FEE TO ACCOMMODATE PORTION OF HOME LOCATED WITHIN CMP'S
LICENSED PROJECT BOUNDARY
BUXTON-York IND EASMT TO CONSTRUCT & MAINTAIN A SEND FILTER & CHLORINATOR
TANK
BUXTON/HOLLIS-York PERMIT DEP 401 CERTIFICATION NL-013212-A-N
BUXTON/HOLLIS-York PERMIT DEP WASTE DISCHARGE #W000576-53-B-R
BUXTON/HOLLIS-York PERMIT FERC LICENSE #2531
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 98 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C> <C> <C>
BUXTON/HOLLIS-York NPDES CMP
HOLLIS-York SHOREY, HATTIE G. PORTLAND ELECTRIC CO. MAY 13, 1907 561 449
HOLLIS-York HOBSON, ALVIN & SARAH G. PORTLAND ELECTRIC CO. MAY 7, 1907 561 423
HOLLIS-York LIBBY, ARTHUR PORTLAND ELECTRIC CO. AUGUST 12, 1907 565 119
HOLLIS-York MADDOX, EDWIN W. PORTLAND ELECTRIC CO. MAY 7, 1907 561 422
HOLLIS-York PLUMMER, PERCY W. CUMBERLAND CTY P & L NOVEMBER 2, 1936 891 106
HOLLIS-York RAND, ERNEST B. CUMBERLAND CTY P & L SEPTEMBER 19, 1936 876 428
HOLLIS-York RANDALL, CHARLES E. PORTLAND ELECTRIC CO. MAY 7, 1907 561 421
HOLLIS-York HOBSON, EDWIN A. PORTLAND ELECTRIC CO. MAY 8, 1907 564 423
HOLLIS-York SAWYER, THOMAS C. PORTLAND ELECTRIC CO. JULY 20, 1906 554 7
HOLLIS-York HARMON, R. A. & HIGGINS, M. A.
HOLLIS-York TARBOX, MARY A. PORTLAND ELECTRIC CO. MAY 7, 1907 561 424
HOLLIS-York WHITEHOUSE, EDWARD R. CUMBERLAND CTY P & L DECEMBER 23, 1936 891 221
HOLLIS-York PLUMMER, PERCY W. CUMBERLAND CTY P & L SEPTEMBER 28, 1936 876 484
HOLLIS-York NEAL, CHARLES S. CUMBERLAND CTY P & L SEPTEMBER 25, 1936 876 427
HOLLIS-York HARGRAVES, FRANK H. PORTLAND ELECTRIC CO. JULY 20, 1906 542 448
HOLLIS-York ALGER, CYRUS E. CUMBERLAND CTY P & L MAY 19, 1936 875 483
HOLLIS-York ALGER, CYRUS E. CUMBERLAND CTY P & L MAY 19, 1936 875 483
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- --------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C>
BUXTON/HOLLIS-York PERMIT NPDES #ME00021491; APPL. FILED APRIL 23, 1990
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York ASSIGNMT/MORTGAGE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York MILL ACT
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Property and Additional Assets Rest
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 99 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C> <C> <C>
HOLLIS-York ROGERS, ANNA M. CUMBERLAND CTY P & L OCTOBER 14, 1936 876 485
HOLLIS-York INGALLS, ADA L. CUMBERLAND CTY P & L JULY 6, 1936 876 8
HOLLIS-York BAKER, ARVILLA B. CUMBERLAND CTY P & L OCTOBER 20, 1936 876 513
HOLLIS-York BURNHAM, HATTIE M. CUMBERLAND CTY P & L MAY 19, 1936 875 484
HOLLIS-York DAVIS, HOWARD M. PORTLAND ELECTRIC CO. MAY 7, 1907 561 419
HOLLIS-York HOBSON, EDWIN A. PORTLAND ELECTRIC CO. MAY 8, 1907 564 423
HOLLIS-York DUDLEY, DAISY L. CUMBERLAND CTY P & L MAY 25, 1936 873 373
HOLLIS-York TYLER, ETHEL GRAHAM CUMBERLAND CTY P & L JUNE 4, 1936 873 344
HOLLIS-York EATON, ISAAC T. PORTLAND ELECTRIC CO. AUGUST 16, 1907 563 200
HOLLIS-York EATON, ISAAC T. PORTLAND ELECTRIC CO. AUGUST 16, 1907 563 200
HOLLIS-York HARGREAVES, NELLIE M. PORTLAND ELECTRIC CO. JULY 20, 1906 542 446
HOLLIS-York HARGREAVES, NELLIE M. PORTLAND ELECTRIC CO. JULY 20, 1906 542 446
HOLLIS-York HILL, PERLEY B. CUMBERLAND CTY P & L SEPTEMBER 26, 1936 876 425
HOLLIS-York HOBSON, EDWIN A. CUMBERLAND CTY P & L APRIL 14, 1936 875 481
HOLLIS-York HOBSON, ALICE S. CUMBERLAND CTY P & L APRIL 22, 1936 875 482
HOLLIS-York HOBSON, ALVIN PORTLAND ELECTRIC CO. MAY 7, 1907 561 425
HOLLIS-York HARMON, JOSEPH G. PORTLAND ELECTRIC CO. MAY 7, 1907 561 502
HOLLIS-York HARGRAVES, FRANK H. PORTLAND ELECTRIC CO. JULY 20, 1906 542 448
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C>
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York QCC FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York QCC FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
HOLLIS-York W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 100 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C> <C> <C>
HOLLIS-York CMP STEINDL, ANDREW JANUARY 24, 7734 174
G., ET AL 1996
HOLLIS-York CUMBERLAND CMP DECEMBER 3, 985 450
CTY P & L 1942
STANDISH-Cumberland HALEY, ABBIE J. PORTLAND ELECTRIC CO. JULY 20, 1906 789 357
STANDISH-Cumberland CUMBERLAND CMP DECEMBER 3, 1699 478
CTY P & L 1942
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WEST BUXTON*
- ------------
<S> <C> <C> <C>
HOLLIS-York QCC FEE SALE OF 20 FT. STRIP TO ACCOMMODATE SEPTIC SYSTEM AND PORTION OF
GARAGE
HOLLIS-York Q FEE & SEE ALSO IND BETWEEN CUMB CTY PWR & LT CO. AND OLD COLONY TRUST CO.
EASMT 6/1/26, CUMB CTY REG/DEEDS 1244/1
STANDISH-Cumberland W FEE CMP ACQUIRED FROM CCP&L BY DEED OF 12/3/42, B985/P450
STANDISH-Cumberland Q FEE & SEE ALSO IND BETWEEN CUMB CTY PWR & LT CO. AND OLD COLONY TRUST CO,
EASMT 8/1/26, CUMB CTY REG/DEEDS 1244/1
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 101 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
The dams for this project are located on the Kennebec River in the town of Skowhegan. Flowage rights are located in the
towns of Skowhegan, Norridgewock.
<S> <C> <C> <C> <C> <C>
KENNEBEC HYDRO DEVELOPERS DECEMBER 16, 1986
GROUP & STATE OF MAIN
MADISON-Somerset
NORRIDGEWOCK-Somerset ROWE, WINFIELD S., ET AL CMP APRIL 12, 1926 389 130
NORRIDGEWOCK-Somerset TOBEY, MYRTIE S. CMP DECEMBER 3, 1923 376 242
NORRIDGEWOCK-Somerset FEDERAL LAND BANK OF SPRINGFIELD, ET AL CMP JANUARY 17, 1924 376 243
NORRIDGEWOCK-Somerset LOMBARD, ARTHUR P. CMP NOVEMBER 12, 1926 391 154
NORRIDGEWOCK-Somerset BUZZELL, CLARENCE E. CMP APRIL 14, 1937 431 477
NORRIDGEWOCK-Somerset FRIEDRICH, WILLIAM WALTER CMP NOVEMBER 12, 1926 391 156
NORRIDGEWOCK-Somerset STEWARD, JOHN H., ET AL CMP FEBRUARY 5, 1923 372 68
NORRIDGEWOCK-Somerset WHITE, LIZZIE SMITH CMP SEPTEMBER 6, 1924 376 577
NORRIDGEWOCK-Somerset HILL, FRED R. CMP JULY 3, 1922 367 320
NORRIDGEWOCK-Somerset BUZZELL, AMOS CMP MARCH 27, 1937 431 480
NORRIDGEWOCK-Somerset HUSSEY, GEORGE A. CMP SEPTEMBER 5, 1922 371 211
NORRIDGEWOCK-Somerset KYES, DELLA T., ET AL CMP SEPTEMBER 28, 1990 1651 205
NORRIDGEWOCK-Somerset NORRIDGEWOCK, TOWN OF CMP APRIL 27, 1937 431 479
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C>
AGREEMENT AGREEMENT REGARDING FISH RESTORATION AND PASSAGE
MADISON-Somerset MILL ACT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset GD EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset QCC EASMT
NORRIDGEWOCK-Somerset W FEE
NORRIDGEWOCK-Somerset Q EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Scheduled 5.11(C) Page 102 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C>
NORRIDGEWOCK-Somerset BROWN, DEBRA-ANNE, ET AL CMP DECEMBER 4, 1990 1662 261
NORRIDGEWOCK-Somerset
NORRIDGEWOCK-Somerset MOORE, FRANK CMP SEPTEMBER 5, 1932
NORRIDGEWOCK-Somerset FULLER, CHARLES H., ET AL CMP FEBRUARY 20, 1922 368 497
NORRIDGEWOCK-Somerset WATSON, WESLEY L. CMP APRIL 15, 1925 378 435
NORRIDGEWOCK-Somerset NORRIDGEWOCK, TOWN OF CMP APRIL 27, 1937 431 482
NORRIDGEWOCK-Somerset MITCHELL, ROY F. CMP APRIL 28, 1922 369 160
NORRIDGEWOCK-Somerset FOLSOM-JONES, CHARLES CMP JULY 29, 1926 389 300
NORRIDGEWOCK-Somerset KEITH, JAMES L. CMP APRIL 10, 1926 389 106
NORRIDGEWOCK-Somerset LEWIS, CHARLES A., ET AL CMP APRIL 1, 1937 436 236
NORRIDGEWOCK-Somerset LANCASTER, LIZZIE M., ET AL CMP JULY 1, 1936 437 117
NORRIDGEWOCK-Somerset LOUNSBURY, HARRY L. CMP FEBRUARY 18, 1937 439 56
NORRIDGEWOCK-Somerset ST. PETER, LOUISE M., ET AL CMP MAY 29, 1936 437 75
NORRIDGEWOCK-Somerset HIGHT, EDWARD L., ET AL CMP MARCH 6, 1937 431 452
NORRIDGEWOCK-Somerset MCNEIL, DANIEL B. CMP MARCH 13, 1922 369 18
NORRIDGEWOCK-Somerset HORNE, FRED L. CMP OCTOBER 7, 1924 378 162
NORRIDGEWOCK-Somerset CLARK, EDWARD H. CMP APRIL 8, 1936 434 509
<CAPTION>
- -------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C>
NORRIDGEWOCK-Somerset IND FEE
NORRIDGEWOCK-Somerset MILL ACT
NORRIDGEWOCK-Somerset MILL ACT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset T FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Scheduled 5.11(C) Page 103 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ----------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C>
NORRIDGEWOCK-Somerset SYLVAIN, OLIVER CMP JANUARY 4, 1924 377 89
NORRIDGEWOCK-Somerset DICKINSON, MILES K. CMP APRIL 25, 1922 369 139
NORRIDGEWOCK-Somerset HILTON, LILLIAN W. CMP MAY 26, 1922 369 317
NORRIDGEWOCK-Somerset BUZZELL, CLARENCE E. CMP APRIL 14, 1937 431 477
NORRIDGEWOCK-Somerset BURNHAM, & MORRILL CO. CMP JANUARY 31, 1923 372 16
NORRIDGEWOCK-Somerset EMMONS, CHARLES H. CMP MAY 26, 1922 369 316
NORRIDGEWOCK-Somerset FEDERAL LAND BANK OF SPRINGFIELD, ET AL CMP APRIL 27, 1936 434 577
NORRIDGEWOCK-Somerset FULLER, ESTHER W. CMP DECEMBER 24, 1923 377 54
NORRIDGEWOCK-Somerset CMP NORRIDGEWOCK, TOWN OF MARCH 16, 1994
NORRIDGEWOCK-Somerset BOMBAZEE POWER CO. CMP JULY 31, 1935 434 77
NORRIDGEWOCK-Somerset DICKINSON, MILES K. CMP AUGUST 27, 1924 376 579
NORRIDGEWOCK-Somerset WENTWORTH, HELEN C., ET AL CMP JANUARY 24, 1924 379 232
NORRIDGEWOCK-Somerset PIKE, CHARLES F. CMP APRIL 15, 1922 369 108
NORRIDGEWOCK-Somerset CLEVELAND, JOHN S., ET AL CMP MARCH 13, 1922 369 17
NORRIDGEWOCK-Somerset CLARK, FRED CMP FEBRUARY 18, 1937 439 55
NORRIDGEWOCK-Somerset DUNHAM, KATHARINE W. CMP FEBRUARY 12, 1924 377 245
NORRIDGEWOCK-Somerset IRELAND, IDA M. CMP SEPTEMBER 15, 1936 437 295
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C>
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT 2/3 INTEREST
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q FEE
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset LEASE OOSOOLA PARK PUBLIC PARKING LOT
NORRIDGEWOCK-Somerset Q FEE
NORRIDGEWOCK-Somerset W EASMT 1/2 INTEREST
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets will
be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 104 of 133
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C>
NORRIDGEWOCK-Somerset VANCE, M. W. CMP MAY 26, 1922 369 381
NORRIDGEWOCK-Somerset BOLLIER, SAMUEL CMP DECEMBER 24, 1923 377 53
NORRIDGEWOCK-Somerset BRACKETT, WILLIAM CENTSEC NOVEMBER 17, 1919 351 335
NORRIDGEWOCK-Somerset NORRIDGEWOCK, TOWN OF CMP SEPTEMBER 30, 1940 454 249
NORRIDGEWOCK-Somerset CLARK, EDWARD H. CMP APRIL 8, 1936 434 509
NORRIDGEWOCK-Somerset NORRIDGEWOCK, TOWN OF CMP SEPTEMBER 30, 1940 454 249
NORRIDGEWOCK-Somerset CLARK, MAY O. CMP JULY 28, 1923 374 96
NORRIDGEWOCK-Somerset EVERETT, WILFRED G. CMP SEPTEMBER 15, 1925 376 578
NORRIDGEWOCK-Somerset BUTLER, ELIZABETH W. CMP MAY 8, 1926 389 157
NORRIDGEWOCK-Somerset CROMMETT, SAMUEL A. CMP MAY 26, 1922 367 259
NORRIDGEWOCK-Somerset CROMMETT, SAMUEL A. CMP MAY 26, 1922 367 259
NORRIDGEWOCK-Somerset TUPPER, W. CLAYTON CMP JANUARY 5, 1924 377 90
NORRIDGEWOCK-Somerset BERRY, EARLE S. CMP FEBRUARY 20, 1922 388 498
NORRIDGEWOCK-Somerset GILLIN, JOHN A. CMP NOVEMBER 21, 1933 416 363
NORRIDGEWOCK-Somerset BOMBAZEE POWER CO. CMP JULY 31, 1935 434 77
NORRIDGEWOCK-Somerset GILLIN, JAMES P. CMP FEBRUARY 27, 1937 439 79
NORRIDGEWOCK-Somerset NASH, ETHEL CMP MAY 27, 1922 369 354
NORRIDGEWOCK-Somerset GILLIN, JOHN A. CMP FEBRUARY 27, 1937 439 78
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C>
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q EASMT
NORRIDGEWOCK-Somerset T FEE
NORRIDGEWOCK-Somerset Q EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q FEE
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT 1/3 INTEREST
NORRIDGEWOCK-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets will
be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 105 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C>
NORRIDGEWOCK-Somerset ALBEE, HERBERT C. CMP MARCH 13, 1922 369 20
NORRIDGEWOCK-Somerset NORRIDGEWOCK, TOWN OF CMP APRIL 27, 1937 431 479
NORRIDGEWOCK-Somerset EMMONS, GUY H. CMP MAY 26, 1922 369 315
NORRIDGEWOCK-Somerset DICKINSON, WILFORD E. CMP FEBRUARY 20, 1922 368 496
SKOWHEGAN-Somerset SAVAGE, MARK W. CMP FEBRUARY 12, 1923
SKOWHEGAN-Somerset PATTEN, CHARLES E. CMP NOVEMBER 12, 1926 391 153
SKOWHEGAN-Somerset CLOUGH, MORRIS L. CMP DECEMBER 24, 1923 377 52
SKOWHEGAN-Somerset SAVAGE, MARK W. CMP DECEMBER 17, 1921 367 66
SKOWHEGAN-Somerset CMP FERC DECEMBER 9, 1993
SKOWHEGAN-Somerset CMP SKOWHEGAN HOSPITALITY ASSOC. APRIL 21, 1966
SKOWHEGAN-Somerset STEWARD, FRANK R., ESTATE CMP JUNE 20, 1922 397 511
SKOWHEGAN-Somerset LANCASTER, JOHN H., ET AL CMP JUNE 5, 1922 369 431
SKOWHEGAN-Somerset PATTEN, CHARLES E. CMP NOVEMBER 13, 1926 391 155
SKOWHEGAN-Somerset ELLIOTT, ALTA F. CMP MARCH 1, 1926 387 24
SKOWHEGAN-Somerset MILBURN CO. CMP MARCH 17, 1917 340 212
SKOWHEGAN-Somerset SKOWHEGAN ELECTRIC CO. CMP DECEMBER 23, 1913 324 122
SKOWHEGAN-Somerset DANFORTH, EDWARD F., ET AL CMP JUNE 5, 1922 369 355
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C>
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset Q EASMT
NORRIDGEWOCK-Somerset W EASMT
NORRIDGEWOCK-Somerset W EASMT
SKOWHEGAN-Somerset MILL ACT
SKOWHEGAN-Somerset W EASMT 1/3 INTEREST
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset ED FEE TAKEN BY EMINENT DOMAIN
SKOWHEGAN-Somerset AGREEMENT MANAGEMENT OF HISTORICAL AND ARCHAEOLOGICAL SITES
SKOWHEGAN-Somerset AGREEMENT LEASE FOR ARNOLD TRAIL MARKER
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset GD EASMT 2/3 INTEREST
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset Q FEE
SKOWHEGAN-Somerset W FEE
SKOWHEGAN-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets
that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 106 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C>
SKOWHEGAN-Somerset SKOWHEGAN ELECTRIC CO. CMP DECEMBER 23, 1913 324 122
SKOWHEGAN-Somerset SKOWHEGAN ELECTRIC CO. CMP DECEMBER 23, 1913 324 122
SKOWHEGAN-Somerset PAGE, BLIN W. CMP SEPTEMBER 10, 1920 358 470
SKOWHEGAN-Somerset SKOWHEGAN PULP CO. CMP DECEMBER 27, 1916 339 158
SKOWHEGAN-Somerset MOOSEHEAD PAPER CO. CENTSEC DECEMBER 24, 1928 401 221
SKOWHEGAN-Somerset SMITH, GEORGE OTIS CMP SEPTEMBER 8, 1937 469 298
SKOWHEGAN-Somerset TUSCAN, FRED F. CMP DECEMBER 1, 1936 437 555
SKOWHEGAN-Somerset SAVAGE, MARK W. CMP DECEMBER 17, 1921 367 66
SKOWHEGAN-Somerset MCCLELLAN, JOHN & YOUNG, CHARLES CMP SEPTEMBER 10, 1920 376 197
SKOWHEGAN-Somerset MOOSEHEAD PAPER CO. CENTSEC DECEMBER 24, 1928 401 221
SKOWHEGAN-Somerset CURTIS, E. B., ET AL CMP JULY 26, 1922 391 558
SKOWHEGAN-Somerset WATSON, CARROLL G. CMP JUNE 10, 1922 369 382
SKOWHEGAN-Somerset SYLVAIN, OLIVER CMP JANUARY 4, 1924 377 89
SKOWHEGAN-Somerset FOGLER, HATTIE B., ET AL CMP DECEMBER 20, 1922 373 320
SKOWHEGAN-Somerset WESTON, GERTRUDE CMP NOVEMBER 8, 1924 385 163
SKOWHEGAN-Somerset
SKOWHEGAN-Somerset CHASE, MERTON L. CMP APRIL 17, 1939 447 317
SKOWHEGAN-Somerset DUNLOP, SIMPSON C. CMP FEBRUARY 26, 1923 373 193
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C>
SKOWHEGAN-Somerset W FEE
SKOWHEGAN-Somerset W FEE
SKOWHEGAN-Somerset Q FEE
SKOWHEGAN-Somerset Q FEE
SKOWHEGAN-Somerset FORECLOSURE FEE TAKEN BY FORECLOSURE BY CENTRAL SECURITIES CORP.
SKOWHEGAN-Somerset T EASMT
SKOWHEGAN-Somerset Q EASMT
SKOWHEGAN-Somerset ED FEE TAKEN BY EMINENT DOMAIN
SKOWHEGAN-Somerset Q FEE
SKOWHEGAN-Somerset FORECLOSURE FEE TAKEN BY FORECLOSURE BY CENTRAL SECURITIES CORP.
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset Q EASMT
SKOWHEGAN-Somerset Q EASMT
SKOWHEGAN-Somerset MILL ACT
SKOWHEGAN-Somerset W EASMT
SKOWHEGAN-Somerset W EASMT
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets
that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 107 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- -----------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C> <C>
SKOWHEGAN- MICHAUD, CMP FEBRUARY 12, MILL ACT
Somerset JOSEPH A. B. 1923
SKOWHEGAN- THOMPSON, CMP JANUARY 5, 371 541 W
Somerset FRANK & ABEL E. 1923
SKOWHEGAN- HACKETT, CENTSEC OCTOBER 13, 351 256 W
Somerset ANNIE P. 1919
SKOWHEGAN- STEWARD, CMP OCTOBER 26, 318 28 W
Somerset FRANK R. 1912
SKOWHEGAN- WESTON, CMP AUGUST 1, 1911 311 7 W
Somerset LEVI W.
SKOWHEGAN- ELLIOT, ALTA F. CMP MARCH 1, 1926 387 24 W
SKOWHEGAN- SKOWHEGAN, CMP SEPTEMBER 5, 825 651 Q
Somerset TOWN OF 1972
SKOWHEGAN- SKOWHEGAN CMP AUGUST 12, 303 568 W
Somerset ELECTRIC LIGHT 1911
CO.
SKOWHEGAN- LANG, ALFRED H. CMP NOVEMBER 12, 367 21 Q
Somerset 1921
SKOWHEGAN- NPDES CMP PERMIT
Somerset
SKOWHEGAN- FERC CMP PERMIT
Somerset
SKOWHEGAN- DEP CMP PERMIT
Somerset
SKOWHEGAN- DEP CMP PERMIT
Somerset
SKOWHEGAN- CMP SAVAGE, MARK W. DECEMBER, 367 545 W
Somerset 1922
SKOWHEGAN- SAVAGE, MARK CMP DECEMBER 17, 367 68 ED
Somerset W. 1921
SKOWHEGAN- CMP SAVAGE, MARK W. DECEMBER, 367 545 W
Somerset 1922
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C>
SKOWHEGAN- RIGHTS ACQUIRED THROUGH "MILL ACT"
Somerset
SKOWHEGAN- EASMT
Somerset
SKOWHEGAN- FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 5/31/21, B365/P366
Somerset
SKOWHEGAN- EASMT
Somerset
SKOWHEGAN- FEE
Somerset
SKOWHEGAN- EASMT
Somerset
SKOWHEGAN- EASMT
Somerset
SKOWHEGAN- EASMT
Somerset
SKOWHEGAN- FEE
Somerset
SKOWHEGAN- NPDES #ME0001210; APPL. FILED APRIL 19, 1990
Somerset
SKOWHEGAN- FERC LICENSE #2325APPL. FILED NOVEMBER 19, 1991
Somerset
SKOWHEGAN- DEP WAST DISCHARGE #W000583-57-A-R; APPL.
Somerset FILED APRIL 19, 1990
SKOWHEGAN- DEP 401 CERTIFICATION #L-17472-A-N; WILL EXPIRE
Somerset WHEN NEW FERC LICENSE EXPIRES
SKOWHEGAN- EASMT PORTION OF ALDER ST TAKEN BY CMP IN
Somerset CONDEMNATION PROCEEDINGS, RECORDED IN BK
367, PG 66
SKOWHEGAN- FEE TAKEN BY EMINENT DOMAIN
Somerset
SKOWHEGAN- EASMT RIGHT TO USE PORTION OF ALDER ST TAKEN BY CMP
Somerset IN CONDEMNATION PROCEEDINGS RECORDED IN BK
367, PG 66
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 108 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- -----------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C> <C> <C> <C> <C>
SKOWHEGAN- SOLON CMP SEPTEMBER 2246 319 W
Somerset MANUFACTURING 30, 1996
SKOWHEGAN- CMP SKOWHEGAN, MARCH 23, 1971 Q
Somerset TOWN OF
SKOWHEGAN- CMP SKOWHEGAN, MAY 25, 1972 Q
Somerset TOWN OF
SKOWHEGAN- CMP MAINE, STATE OF JUNE 9, 1977 878 966 QCC
Somerset
SKOWHEGAN- CMP MAINE, STATE OF MARCH 20, 1985 IND
Somerset
SKOWHEGAN- CMP BUTLER, ERNEST JUNE 29, 1935 429 496 Q
Somerset C.
SKOWHEGAN- SKOWHEGAN AUGUST 8, 1972 IND/LEASE
Somerset CONSERVATION
COMMISSION
STARKS-Somerset MILL ACT
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------
WESTON*
- -------
<S> <C> <C>
SKOWHEGAN- FEE ADDITIONAL LANDS PURCHASED TO EXPAND S/S LOT
Somerset LOCATED ON WESTON ST.
SKOWHEGAN- EASMT SEWER EASEMENT LOCATED ON ISLAND AVE & MILL ST
Somerset
SKOWHEGAN- EASMT SEWER EASEMENT LOCATED ON ISLAND AVE & MILL ST
Somerset
SKOWHEGAN- EASMT EASMT FOR REBUILDING THE TWO HIGHWAY
Somerset BRIDGES CONNECTING THE ISLAND WHERE WESTON
STATION IS LOCATED
SKOWHEGAN- EASMT EASEMENT ON ISLAND AVE FOR UNDERGROUND
Somerset ELECTRICAL EQUIP FOR WEIGH-IN-MOTION SCALE
SKOWHEGAN- FEE "PILING GROUND LOT"
Somerset
SKOWHEGAN- FOR PICNIC AREA & PARKING OFF MILL ST, APPEARS
Somerset TO BE PORTIONS OF PARCELS 4, 6-1 & 6-2
STARKS-Somerset
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct 97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f)
and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 109 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
The dam for this hydro project is located on the Kennebac River in the towns of Embden and Solon. Flowage rights are
contained within the banks of the river in the towns of Embden, Solon, Brigham, and Concord.
<S> <C> <C> <C> <C> <C>
ANSON-Somerset CMP MAINE, STATE OF, NOVEMBER 9, 1995
DEPARTMENT OF
CONSERVATION
ANSON-Somerset CMP ANSON-NORTH NOVEMBER 9, 1995
ANSON SNOWMOBILE
CLUB
BINGHAM-Somerset MAINE CENTRAL RAILROAD CO. CMP JANUARY 10, 1938 445 206
BINGHAM-Somerset MCDONOUGH, CORA CMP OCTOBER 30, 1940 454 250
BINGHAM-Somerset S.D. WARREN CO. CMP AUGUST 9,1962 658 148
BINGHAM-Somerset HENDERSON, ROSS E. CMP DECEMBER 17, 1942 461 280
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset MAINE CENTRAL RAILROAD CO. CMP OCTOBER 2,1961 652 110
BINGHAM-Somerset CMP SCOTT PAPER COMPANY JUNE 29, 1983
BINGHAM-Somerset AMERICAN REALTY CO. CMP JUNE 1, 1937 431 493
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset CMP BINGHAM, TOWN OF JULY 7, 1997
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C>
ANSON-Somerset LICENSE SNOWMOBILE TRAIL
ANSON-Somerset *LICENSE SNOWMOBILE TRAIL FROM PROJECT DAM TO MARTIN BROOK
BINGHAM-Somerset IND EASMT FLOWAGE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset IND EASMT
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset IND EASMT FLOWAGE WITHIN BANKS OF RIVER
BINGHAM-Somerset PERMIT PERMISSION TO USE 66' WIDE STRIP OF LAND
BINGHAM-Somerset Q FEE RELEASE OF ALL RGHTS RESERVED BY UMBAGOG IN "SOLON DEED" BY VIRTUE OF
MERGER W/ UMBAGOG PAPER CO.
BINGHAM-Somerset Q FEE
BINGHAM-Somerset LEASE EASMT RECREATIONAL TRAIL
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 110 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- --------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C> <C> <C>
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset WING, HAROLD F. CMP JULY 16, 1940 471 334
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset WING, HAROLD F. CMP NOVEMBER 25, 1940 471 335
BINGHAM-Somerset S.D. WARREN CO. CMP JANUARY 26, 1939 443 519
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
BINGHAM-Somerset HERRON, GUY A. & MARY E. CMP OCTOBER 12, 1959 615 370
BINGHAM-Somerset SYSTEM PROPERTIES, INC. CMP JUNE 1, 1937 431 492
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C>
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset W FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset W FEE
BINGHAM-Somerset Q EASMT
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q FEE
BINGHAM-Somerset Q EASMT
BINGHAM-Somerset W FEE
BINGHAM-Somerset Q FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 111 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
BINGHAM-Somerset CMP ADAMS J. LEWIS JUNE 1, 1962 Q
BINGHAM-Somerset MAINE CENTRAL CMP JANUARY 10, 1938 445 206 AGREEMENT EASMT
RAILROAD COMPANY
BINGHAM-Somerset CMP BINGHAM WATER DISTRICT SEPTEMBER 10, 1965 Q EASMT
CONCORD-Somerset BINGHAM LAND CO. CMP JUNE 20, 1962 652 314 Q EASMT
CONCORD-Somerset COLLINS, RAYMOND CMP APRIL 30, 1962 649 252 W FEE
CONCORD-Somerset AMERICAN CMP JUNE 1, 1937 431 493 Q FEE
REALTY CO.
CONCORD-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
CONCORD-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
CONCORD-Somerset WING, HAROLD F. CMP JULY 16, 1940 471 334 W FEE
CONCORD-Somerset
CONCORD-Somerset
CONCORD-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
CONCORD-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
CONCORD-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C>
BINGHAM-Somerset FLOWAGE RIGHTS RETAINED
BINGHAM-Somerset AGREEMENT REGARDING THE REBUILDING OF THE DAM
BINGHAM-Somerset PERPETUAL EASEMETN FOR 10" WATER PIPES ALONG A 12'
WIDE STRIP OF LAND
CONCORD-Somerset
CONCORD-Somerset
CONCORD-Somerset RELEASE OF ALL RIGHTS RESERVED BY UMBAGOG IN "SOLON
DEED" BY VIRTUE OF MERGER W/ UMBAGOG PAPER CO.
CONCORD-Somerset
CONCORD-Somerset
CONCORD-Somerset
CONCORD-Somerset *NEGOTIATIONS ARE UNDER WAY FOR ACQUISITION OF
ADDITIONAL RIGHTS ON THIS PARCEL FLOWAGE WITHIN
CONCORD-Somerset BANKS OF RIVER
CONCORD-Somerset
CONCORD-Somerset
CONCORD-Somerset
CONCORD-Somerset
EMBDEN-Somerset
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real Property 31-Oct-97
and Additional Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2
Schedule 5.11(C) Page 112 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
EMBDEN-Somerset JONES, FLORA B. CMP JULY 13, 1939 447 510 W FEE
EMBDEN-Somerset BLAISDELL, ELMER M. CMP AUGUST 30, 1938 445 506 Q EASMT
EMBDEN-Somerset BLAISDELL, ELMER M. CMP JULY 20, 1939 448 163 T FEE
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q FEE
INC.
EMBDEN-Somerset HOOPER, STIRLEY CMP DECEMBER 1, 1938 442 416 Q FEE
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q FEE
INC.
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q FEE
INC.
EMBDEN-Somerset MAINE CENTRAL CMP JUNE 23, 1986 1275 162 Q FEE
RAILROAD
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q FEE
INC.
EMBDEN-Somerset MAINE CENTRAL CMP MAY 3, 1940 457 313 Q FEE
RAILROAD
EMBDEN-Somerset MAINE CENTRAL CMP JUNE 20, 1939 448 161 Q FEE
RAILROAD
EMBDEN-Somerset CMP BINGHAM, TOWN OF JULY 7, 1997 LEASE EASMT
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
EMBDEN-Somerset SYSTEM PROPERTIES, CMP JUNE 1, 1937 431 492 Q EASMT
INC.
EMBDEN-Somerset CMP ATLANTIC SALMON OF NOVEMBER 26, 1996 LEASE
MAINE
EMBDEN-Somerset JONES, FLORA B. CMP JULY 8, 1938 443 288 Q EASMT
<CAPTION>
- ----------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------
WILLIAMS*
- ---------
<S>
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset FORMER RAILROAD BED LANDS
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset RECREATIONAL TRAIL
EMBDEN-Somerset
EMBDEN-Somerset
EMBDEN-Somerset FISH HATCHERY FACILITY
EMBDEN-Somerset
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project Real Property 31-Oct-97
and Additional Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2
Schedule 5 11(C)Page 113 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
EMBDEN-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
EMBDEN-SOMERSET ADAMS, FLORA CMP FEBRUARY 10, 445 210 W EASMT
E. 1938
EMBDEN-SOMERSET WARD, FRED C. CMP FEBRUARY 2, 443 518 Q EASMT
& LEPHA M. 1939
EMBDEN-SOMERSET CMP MAINE, STATE OF, NOVEMBER 9, LICENSE
DEPARTMENT OF 1995
CONSERVATION
EMBDEN-SOMERSET ADAMS, J. LEWIS CMP MAY 25, 1962 651 149 W EASTMT
EMBDEN-SOMERSET CMP ANSON-NORTH NOVEMBER 9, LICENSE
ANSON 1995
SNOWMOBILE
CLUB
EMBDEN-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
EMBDEN-SOMERSET AMERICAN CMP JUNE 1, 1937 431 493 Q FEE
REALTY CO.
EMBDEN-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
EMBDEN-SOMERSET MAINE CENTRAL CMP MAY 20, 1983 1091 145 Q FEE
RAILROAD
EMBDEN-SOMERSET WARD, FRED C. CMP AUGUST 31, 448 219 W FEE
& LEPHA M. 1939
EMBDEN-SOMERSET CMP LANCASTER, JANUARY 17, Q FEE
WILLIAM & THELMA 1961
EMBDEN-SOMERSET CMP BERRY, MONT A. AUGUST 27, Q FEE
1962
SOLON-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
SOLON-SOMERSET SYSTEM
PROPERTIES,
INC.
<CAPTION>
- -----------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C>
EMBDEN-SOMERSET
EMBDEN-SOMERSET
EMBDEN-SOMERSET
EMBDEN-SOMERSET SNOWMOBILE TRAIL
EMBDEN-SOMERSET
EMBDEN-SOMERSET SNOWMOBILE TRAIL
EMBDEN-SOMERSET
EMBDEN-SOMERSET RELEASE OF ALL RIGHTS RESERVED BY UMBAGOG IN
"SOLON DEED" BY VIRTUE OF MERGER W/UMBAGOG
PAPER CO.
EMBDEN-SOMERSET
EMBDEN-SOMERSET FORMER RAILROAD BED LANDS
EMBDEN-SOMERSET
EMBDEN-SOMERSET FLOWAGE RIGHTS RETAINED
EMBDEN-SOMERSET FLOWAGE RIGHTS RETAINED
SOLON-SOMERSET
SOLON-SOMERSET
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 114 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SOLON-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
SOLON-SOMERSET CMP BINGHAM, TOWN JULY 7, 1997 LEASE EASTMT
OF
SOLON-SOMERSET JELLETT, KURT, CMP DECEMBER 16, 1499 24 W FEE
ET AL 1988
SOLON-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q EASTMT
PROPERTIES,
INC.
SOLON-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
SOLON-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
SOLON-SOMERSET MAINE CENTRAL CMP MAY 20, 1983 1091 145 Q FEE
RAILROAD
SOLON-SOMERSET SYSTEM CMP
PROPERTIES, JUNE 1, 1937 431 492 Q FEE
INC.
SOLON-SOMERSET MAINE CENTRAL CMP OCTOBER 2, 652 110 IND EASMT
RAILROAD 1961
SOLON-SOMERSET CURTIS, HATTIE CMP FEBRUARY 10, 458 326 Q EASMT
1940
SOLON-SOMERSET FRENCH, EMMA CMP JULY 6, 1938 443 287 Q EASMT
M.
SOLON-SOMERSET AMERICAN CMP JUNE 1, 1937 431 493 Q FEE
REALTY CO.
SOLON-SOMERSET SYSTEM CMP JUNE 1, 1937 431 492 Q FEE
PROPERTIES,
INC.
SOLON-SOMERSET LEEMAN, DAISY CMP JUNE 29, 1939 448 129 Q EASMT
B., ET AL
SOLON-SOMERSET ADAMS, J. LEWIS CMP MAY 25, 1952 651 149 W EASMT
SOLON-SOMERSET ADAMS, FLORA CMP FEBRUARY 10, 445 210 W EASMT
E. 1938
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C>
SOLON-SOMERSET
SOLON-SOMERSET RECREATIONAL TRAIL
SOLON-SOMERSET
SOLON-SOMERSET
SOLON-SOMERSET
SOLON-SOMERSET
SOLON-SOMERSET FORMER RAILROAD BED LANDS
SOLON-SOMERSET
SOLON-SOMERSET FLOWAGE WITHIN BANKS OF RIVER
SOLON-SOMERSET
SOLON-SOMERSET
SOLON-SOMERSET RELEASE OF ALL RIGHTS RESERVED BY UMBAGOG IN
"SOLON DEED" BY VIRTUE OF MERGER W/ UMBAGOG
PAPER CO.
SOLON-SOMERSET
SOLON-SOMERSET
SOLON-SOMERSET
SOLON-SOMERSET
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 115 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
SOLON-Somerset LONGLEY, CMP OCTOBER 18 439 504 w FEE
CARRIE B. 1937
SOLON-Somerset BUTLER, CMP OCTOBER 18, 439 503 EXECUTOR'S FEE
ERNEST C. CMP 1937 DEED
SOLON-Somerset CROSS, RUBY C. CMP JULY 6, 1938 443 290 Q EASMT
SOLON-Somerset CROSS, MARTHA CMP JULY 6, 1938 443 289 Q EASMT
SOLON-Somerset ADAMS, NETTIE CMP AUGUST 30, 445 508 Q EASMT
M. 1938
SOLON-Somerset PACKARD, CMP FEBRUARY 11, 443 22 Q EASMT
BURTON M. 1938
SOLON-Somerset NPDES CMP PERMIT
SOLON-Somerset FERC CMP PERMIT
SOLON-Somerset DEP CMP PERMIT
SOLON-Somerset DEP CMP PERMIT
SOLON-Somerset CMP ADAMS, J. LEWIS JUNE 1, 1962 Q FEE
STARKS-Somerset CMP ANSON-NORTH NOVEMBER 9, LICENSE
ANSON 1995
SNOWMOBILE
CLUB
STARKS-Somerset CMP MAINE, STATE OF, NOVEMBER 9, LICENSE
DEPARTMENT OF 1995
CONSERVATION
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
WILLIAMS*
- ---------
<S> <C>
SOLON-Somerset
SOLON-Somerset 1/2 INTEREST
SOLON-Somerset
SOLON-Somerset
SOLON-Somerset TAILRACE
SOLON-Somerset
SOLON-Somerset NPDES #ME0001198; APPL. FILED APRIL 25, 1990
SOLON-Somerset FERC LICENSE #2335
SOLON-Somerset DEP WASTE DISCHARGE #W000574-57-B-R
SOLON-Somerset DEP 401 CERTIFICATION #L-011141-08-C-N
SOLON-Somerset FLOWAGE RIGHTS RETAINED
STARKS-Somerset SNOWMOBILE TRAIL
STARKS-Somerset SNOWMOBILE TRAIL
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 116 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
The dam for this hydro project is located in the towns of Pleasant Ridge and Moscow. Flowage rights are on Wyman Lake in the towns
of Caratunk, Pleasant Ridge, Moscow, Concord, Bingham and in the township of Carrying Place.
<S> <C> <C> <C> <C> <C> <C> <C>
CENTSEC CMP NOVEMBER 26, 1929 405 273 W FEE&
EASMT
CENTSEC CMP JUNE 12, 1929 401 574 W FEE&
BINGHAM-Somerset CMP INTERNATIONAL AQUA FOODS NOVEMBER 23, 1994 LEASE EASMT
INGHAM-Somerset CMP BINGHAM AQUACULTURE FEBRUARY 18, 1994 LEASE
BINGHAM-Somerset KEIF, JESSIE WASHBURN CENTSEC DECEMBER 12, 1928 400 65 T FEE
BINGHAM-Somerset CMP UNITED TIMBER CORP. JANUARY 31, 1980 LEASE
BINGHAM-Somerset UNITED SHANK & FINDINGS CO. CENTSEC MARCH 16, 1929 401 391 W FEE
BINGHAM-Somerset CMP UNITED TIMBER CORP. JANUARY 31, 1980 LEASE FEE
BINGHAM-Somerset ROBINSON, WALTER E. CENTSEC OCTOBER 15, 1928 401 81 W
BINGHAM-Somerset CMP KEY BANK OF MAINE AUGUST 11, 1993 LEASE
BINGHAM-Somerset CMP MARICULTURE SEPTEMBER 1, 1988 LEASE
BINGHAM-Somerset MURRAY, NELLIE M., ET AL CENTSEC OCTOBER 15, 1928 398 199 W FEE
BINGHAM-Somerset DURGIN, WILLIAM W. CENTSEC OCTOBER 18, 1928 398 198 W FEE
BINGHAM-Somerset CMP ALLEN QUIMBY DECEMBER 31, 1959 616 377 IND/LEASE
BINGHAM-Somerset CMP KEY BANK OF MAINE JUNE 23, 1992 LEASE
BINGHAM-Somerset CMP KEY BANK OF MAINE AUGUST 11, 1993 LEASE
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
CORRECTIVE DEED TO BK 401, PG 574
REAL ESTATE, FLOWAGE, RIPARIAN RIGHTS, ETC IN
CARATUNK, CARRYING PLACE, MOSCOW & PLEASANT
RIDGE
BINGHAM-Somerset CONSENT TO ASSIGNMENT OF LEASE BY BINGHAM AQUACULTURE, LTD.
AMENDMENT TO AMENDMENT OF GROUND LEASE DATED AUGUST 11, 1993
BINGHAM-Somerset
BINGHAM-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
BINGHAM-Somerset ASSIGNMENT OF LEASE
BINGHAM-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
BINGHAM-Somerset ASSIGNMENT OF LEASE DATED 12/31/59
BINGHAM-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
BINGHAM-Somerset AMENDMENT TO GROUND LEASE DATED 6/23/92
BINGHAM-Somerset DISCHARGE & INTAKE LEASE W/ MARICULTURE
UTILIZED IN CONJUNCTION WITH THE LESSEE'S
ATLANTIC SALMON HATCHERY (WHO DEFAULTED TO
KEY BANK OF MAINE)
BINGHAM-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
BINGHAM-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
BINGHAM-Somerset LAND LEASE, PIPES & PUMP TO CARRY WATER FROM RIVER TO MILL
BINGHAM-Somerset GROUND LEASE AMENDMENT TO GROUND LEASE DATED 6/23/92
</TABLE>
_______________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be severed
pursuant to Section 7.4(f) and Excluded
Assets that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 117 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
BINGHAM-Somerset CMP K-D WOOD PRODUCTS, INC. JANUARY 1, 1993 LICENSE EASMT
BINGHAM-Somerset CMP GENERAL MANUFACTURING CO. OCTOBER 26, 1945 Q FEE
BINGHAM-Somerset CMP ROLLINS, MERRILL & PAULINE NOVEMBER 19, 1963 Q FEE
BINGHAM-Somerset CMP ROLLINS, MERRILL & PAULINE JANUARY 17, 1962 Q FEE
BINGHAM-Somerset CMP HAGGAN, WILFRED JANUARY 12, 1940 Q FEE
BINGHAM-Somerset KEY BANK OF MAINE BINGHAM AQUACULTURE, LTD. & CMP AUGUST 11, 1993 AGREEMENT
BINGHAM-Somerset CMP ALLEN QUIMBY VENEER CO. DECEMBER 31, 1959 Q FEE
BINGHAM-Somerset CMP KENNEBEC LOG DRIVING COMPANY JULY 18, 1967 Q FEE
CARATUNK-Somerset BEAN, MATILDA CMP FEBRUARY 19, 1935 MILLACT
CARATUNK-Somerset AUGUSTA TRUST CO. CMP JANUARY 4, 1930 405 365 Q FEE
CARATUNK-Somerset KENNEBEC LOG DRIVING CO. CMP FEBRUARY 6, 1931 423 538 W FEE
CARATUNK-Somerset AUGUSTA TRUST CO. CMP JANUARY 4, 1930 405 365 Q FEE
CARATUNK-Somerset BUNKER, EDNA PAGE CMP OCTOBER 13, 1934 428 557 W FEE
CARATUNK-Somerset GREAT NORTHERN PAPER CO. CMP JANUARY 31, 1930 408 508 Q FEE
CARATUNK-Somerset HUNNEWELL, ALANSON G. CENTSEC JANUARY 12, 1931 408 465 W FEE
CARATUNK-Somerset UNITED SHANK & FINDINGS CO. CENTSEC MARCH 16, 1929 401 391 W FEE
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
BINGHAM-Somerset TEMPORARILY STORE PALLATIZED WOOD PRODUCTS & MATERIALS IN LIMITED LOCATION
BINGHAM-Somerset FLOWAGE RIGHTS RETAINED
BINGHAM-Somerset FLOWAGE RIGHTS RETAINED
BINGHAM-Somerset FLOWAGE RIGHTS RETAINED
BINGHAM-Somerset FLOWAGE RIGHTS RETAINED
BINGHAM-Somerset ASSIGNMENT BY KEY BANK TO BINGHAM AQUACULTURE, LTD. ITS RIGHTS IN LEASE DATED
6/23/92
BINGHAM-Somerset SALE OF LAND, BUILDING, MACHINERY & EQUIPMENT; RIGHT TO USE SPUR TRACK; EASEMENT
FOR WATER PIPELINE; EASEMENT FOR HOT POND; FLOWAGE RIGHTS RETAINED
BINGHAM-Somerset FLOWAGE RIGHTS RETAINED
CARATUNK-Somerset COURT RULING CANNOT BE FOUND
CARATUNK-Somerset
CARATUNK-Somerset COPY OF DEED ONLY, ORIGINAL WAS DESTROYED
CARATUNK-Somerset
CARATUNK-Somerset
CARATUNK-Somerset 1/3 INTEREST
CARATUNK-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CARATUNK-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 118 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CARATUNK- GOODWIN, CENTSEC FEBRUARY 15, 411 73 Q FEE CMP ACQUIRED FROM CENTSEC BY
Somerset MATIE E. 1930 DEED OF 6/12/29, B401/P574
CARATUNK- CLARK, EDWARD CMP APRIL 8, 1936 434 509 T FEE
Somerset H.
CARATUNK- HUNNEWELL, CENTSEC JANUARY 12, 408 465 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset ALANSON G. 1931 DEED OF 6/12/29, B401/P574
CARATUNK- AUGUSTA CMP JANUARY 4, 405 365 Q FEE
Somerset TRUST CO. 1930
CARATUNK- KENNEBEC CMP AUGUST 5, 391 111 IND FEE
Somerset LAND CO., ET AL 1926
CARATUNK- ROBINSON LAND CMP JULY 31, 1923 378 231 W FEE NUMEROUS PARCELS LOCATED IN
Somerset CO. VARIOUS - INCLUDES SAVAGE
PARCEL IN CARATUNK (BK 351,
PG 391)
CARATUNK- CMP SMITH, ROBERT JANUARY 3, QCC FEE
Somerset & MILDRED 1975
CARATUNK- CMP PARKER, JUNE 1, 1994 LEASE CAMP LOT #2, SPRUCES
Somerset THEODORE SUBDIVISION
CARATUNK- CMP MAINE, STATE JUNE 12, 1967 AGREEMENT 8 SCENIC VISTAS ALONG ROUTE
Somerset OF, HIGHWAY 201
COMMISSION
CARATUNK- CMP MAINE, STATE JUNE 3, 1964 IND/LEASE PICNIC AREA & SCENIC TURNOUT
Somerset OF, HIGHWAY
COMMISSION
CARATUNK- NEWBERT, CMP APRIL 29, 431 483 T FEE
Somerset ELMER E. 1937
CARATUNK- AUGUSTA CMP JANUARY 4, 405 365 Q FEE
Somerset TRUST CO. 1930
CARATUNK- GREAT CMP JANUARY 31, 408 508 Q FEE 1/3 INTEREST
Somerset NORTHERN 1930
PAPER CO.
CARATUNK- CMP JOSEPH, JUNE 1, 1994 LEASE CAMP LOT
Somerset WILLIAM
CARATUNK- CARATUNK, CMP FEBRUARY 5, 1663 121 IND FEE
Somerset TOWN OF 1991
CARATUNK- HUNNEWELL, CMP JUNE 25, 1941 460 181 W FEE
Somerset ALANSON G.
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4 (f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 119 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C>
CARATUNK-Somerset MARTIN, CARROLL R. CENTSEC JULY 15, 1930 407 92
CARATUNK-Somerset SPAULDING, C. ELDREDE, ET AL CMP AUGUST 15, 1957 591 46
CARATUNK-Somerset AYER, WILLIAM M. CMP JANUARY 6, 1916 332 427
CARATUNK-Somerset CMP CARATUNK, TOWN OF JUNE 10, 1991
CARATUNK-Somerset KENNEBEC LOG DRIVING CO. CMP FEBRUARY 6, 1931 423 538
CARATUNK-Somerset GREAT NORTHERN PAPER CO. CMP JANUARY 31, 1930 408 508
CARATUNK-Somerset SAVAGE, ERNEST L. ROBINSON LAND CO. JANUARY 6, 1913 318 142
CARATUNK-Somerset AYER, WILLIAM M. CMP JANUARY 6, 1916 332 427
CARATUNK-Somerset HUTCHINS, WILLIAM D., ET AL CMP MAY 14, 1937 442 91
CARATUNK-Somerset SAVAGE, ERNEST L. ROBINSON LAND CO. JANUARY 6, 1913 318 142
CARATUNK-Somerset SAVAGE, ANNIE L. ROBINSON LAND CO. JANUARY 2, 1912 329 320
CARATUNK-Somerset CLARK, MAUD S. CENTSEC SEPTEMBER 3, 1930 407 187
CARATUNK-Somerset YORK, WALTER E. CMP NOVEMBER 1, 1938 445 525
CARATUNK-Somerset SPAULDING, ABBY M. CENTSEC JUNE 24, 1930 411 112
CARATUNK-Somerset KENNEBEC LAND CO., ET AL CMP AUGUST 5, 1926 391 111
CARATUNK-Somerset AUGUSTA TRUST CO. CMP APRIL 8, 1937 431 457
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C>
CARATUNK-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CARATUNK-Somerset W FEE
CARATUNK-Somerset W FEE 1/3 INTEREST
CARATUNK-Somerset LEASE PICNIC AREA & BOAT LAUNCH FACILITY
CARATUNK-Somerset W FEE
CARATUNK-Somerset Q FEE
CARATUNK-Somerset W FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231; 1/3
CARATUNK-Somerset W FEE INTEREST; CORRECT LANGUAGE INTO CMP
1/3 INTEREST
CARATUNK-Somerset Q FEE 1/2 INTEREST
CARATUNK-Somerset W FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231; 1/3
CARATUNK-Somerset W FEE INTEREST; CORRECT LANGUAGE INTO CMP
CMP ACQUIRED FROM FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231;
CARATUNK-Somerset W FEE CORRECT LANGUAGE INTO CMP
CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CARATUNK-Somerset Q FEE
CARATUNK-Somerset Q FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CARATUNK-Somerset IND FEE
CARATUNK-Somerset Q FEE 1/2 INTEREST
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 120 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C>
CARATUNK-Somerset TAYLOR, EARL R. & NORRIS B. CENTSEC NOVEMBER 22, 1929 406 82
CARATUNK-Somerset CMP NADEAU, PAUL JUNE 1, 1994
CARATUNK-Somerset CMP F. E. WOOD & SONS, INC. JUNE 17, 1996
CARATUNK-Somerset CMP CARATUNK FIRE DEPARTMENT APRIL 12, 1988
CARATUNK-Somerset SPAULDING, ELDRED, ET AL CENTSEC SEPTEMBER 2, 1930 407 188
CARATUNK-Somerset CMP YORK, WALTER OCTOBER 31, 1938
CARATUNK-Somerset STATE PLANNING OFFICE CMP JUNE 19, 1980
CARATUNK-Somerset CMP POLSTEIN, MATTHEW AUGUST 16, 1995
CARATUNK-Somerset CMP UNITED STATES OF AMERICA FEBRUARY 18, 1987
CARATUNK-Somerset CMP STERLING, LEONA AUGUST 10, 1959 615 76
CARATUNK-Somerset POLSTEIN, MATTHEW CMP AUGUST 16, 1995
CARATUNK-Somerset CMP MAINE, STATE OF JULY 9, 1963
CARATUNK-Somerset CMP VEILLIEUX, LOUIS P. APRIL 10, 1958
CARATUNK-Somerset CMP UNITED STATES OF AMERICA SEPTEMBER 12, 1994
CARRYING PLACE-Somerset AUGUSTA TRUST CO. CMP DECEMBER 7, 1929 405 299
CARRYING PLACE-Somerset KENNEBEC LAND CO., ET AL CMP AUGUST 5, 1926 391 111
CARRYING PLACE-Somerset AUGUSTA TRUST CO. CMP DECEMBER 7, 1929 405 299
CARRYING PLACE-Somerset KENNEBEC LAND CO., ET AL CMP AUGUST 5, 1926 391 111
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C>
CARATUNK-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CARATUNK-Somerset LEASE CAMP LOT #1, SPRUCES SUBDIVISION
CARATUNK-Somerset AGREEMENT PERMISSION TO USE & MAINTAIN ROADWAY
CARATUNK-Somerset AGREEMENT PERMISSION TO IMPROVE & MAINTAIN TOTE ROAD
CARATUNK-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CARATUNK-Somerset Q FEE FLOWAGE RIGHTS RETAINED
CARATUNK-Somerset REGISTRATION CRITICAL AREA REGISTRATION OF CARATUNK ESKER SEGMENT
CARATUNK-Somerset IND EASMT RIGHT TO CONSTRUCT & MAINTAIN ROADWAY 50' IN WIDTH
CARATUNK-Somerset W EASMT FLOWAGE RIGHTS RETAINED; NATIONAL PARK TRACT 109-21; APPALACHAIN TRAIL
CARATUNK-Somerset W FEE FLOWAGE RIGHTS RETAINED
CARATUNK-Somerset Q EASMT RIGHT TO CONSTRUCT & MAINTAIN ROADWAY 50' IN WIDTH
CARATUNK-Somerset Q FEE HIGHWAY IMPROVEMENTS; DOT PARCELS 2-6 & 2-8 ARE WITHIN PROJECT BOUNDARY
CARATUNK-Somerset Q FEE FLOWAGE RIGHTS RETAINED
CARATUNK-Somerset W FEE WATER RIGHTS, RIVER BANKS & BEDS RETAINED; NATIONAL PARK TRACT 109-32;
APPALACHAIN TRAIL
CARRYING PLACE-Somerset Q FEE
CARRYING PLACE-Somerset IND FEE
CARRYING PLACE-Somerset Q FEE
CARRYING PLACE-Somerset IND FEE
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 121 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
CARRYING AUGUSTA CMP DECEMBER 7, 405 299 Q FEE
PLACE-Somerset TRUST CO. 1929
CARRYING KENNEBEC CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset LAND CO., ET AL
CARRYING UNITED STATES CMP JULY 16, 1996 2229 60 Q EASMT
PLACE-Somerset OF AMERICA
CARRYING KENNEBEC CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset LAND CO., ET AL
CARRYING KENNEBEC CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset LAND CO., ET AL
CARRYING KENNEBEC CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset LAND CO., ET AL
CARRYING AUGUSTA CMP DECEMBER 7, 405 299 Q FEE
PLACE-Somerset TRUST CO. 1929
CARRYING WITHAM, MARY CMP JANUARY 27, 439 8 MILLACT
PLACE-Somerset B. 1937
CARRYING STERLING CMP AUGUST 10, 615 76 IND FEE
PLACE-Somerset LEONA E. 1959
CARRYING WITHAM, LEON L. CENTSEC AUGUST 25, 398 65 W FEE
PLACE-Somerset 1928
CARRYING CLARK, ETHEL H. CENTSEC JUNE 12, 1929 405 101 GD FEE
PLACE-Somerset
CARRYING CLARK, ETHEL H. CENTSEC JUNE 26, 1929 411 2 Q FEE
PLACE-Somerset
CARRYING WENTWORTH, CENTSEC JANUARY 16, 396 556 Q FEE
PLACE-Somerset HELEN C., ET AL 1929
CARRYING CLARK, CENTSEC DECEMBER 8, 411 1 Q FEE
PLACE-Somerset CHARLES H., ET 1928
AL
CARRYING AYER, WILLIAM CMP JANUARY 6, 332 427 W FEE
PLACE-Somerset H. 1916
CARRYING SAVAGE, ROBINSON JANUARY 6, 318 142 W FEE
PLACE-Somerset ERNEST L. LAND CO. 1913
CARRYING GREAT NORTHERN CMP JANUARY 31, 408 508 Q FEE
PLACE-Somerset PAPER CO. 1930
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
CARRYING
PLACE-Somerset
CARRYING
PLACE-Somerset
CARRYING 50" WIDE R.O.W. OVER
PLACE-Somerset APPALACHIAN TRAIL ALONG TRACT
109-33.
CARRYING
PLACE-Somerset
CARRYING
PLACE-Somerset
CARRYING
PLACE-Somerset
CARRYING
PLACE-Somerset
CARRYING
PLACE-Somerset
CARRYING
PLACE-Somerset
CARRYING CMP ACQUIRED FROM CENTSEC BY
PLACE-Somerset DEED OF 6/12/29, B401/P574
CARRYING 1/18 INTEREST; CMP ACQUIRED
PLACE-Somerset FROM CENTSEC BY DEED OF 6/12/29
CARRYING 1/36 INTEREST; CMP ACQUIRED
PLACE-Somerset FROM CENTSEC BY DEED OF
6/12/29, B401/P574
CARRYING 3/12 INTEREST; CMP ACQUIRED
PLACE-Somerset FROM CENTSEC BY DEED OF
6/12/29, B401/P574
CARRYING 2/3 INTEREST: CMP ACQUIRED FROM
PLACE-Somerset CENTSEC BY DEED OF 6/12/29,
B401/P574
CARRYING 1/3 INTEREST
PLACE-Somerset
CARRYING 1/3 INTEREST; CMP ACQUIRED FROM
PLACE-Somerset ROBINSON LAND CO, BY DEED OF
CARRYING 7/31/23, B376/P231;
PLACE-Somerset 1/3 INTEREST
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.41(f) and Excluded Assets
that will be severed pursuant to
Section 2.2.
Schedule 5.11(C) Page 122 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CARRYING CLARK, OSCAR, CMP NOVEMBER 6, 1936 435 389 W FEE
PLACE-Somerset ET AL
CARRYING BINGHAM LAND MILL ACT COURT RULING CANNOT BE LOCATED
PLACE-Somerset CO.
CARRYING AUGUSTA TRUST CMP DECEMBER 7, 1929 405 299 Q FEE
PLACE-Somerset CO.
CARRYING WITHAM, MARY CMP OCTOBER 3, 1936 435 320 W FEE
PLACE-Somerset B.
CARRYING AUGUSTA TRUST CMP DECEMBER 7, 1929 405 299 Q FEE
PLACE-Somerset CO.
CARRYING WITHAM, MARY CMP JANUARY 27, 1937 439 8 W FEE
PLACE-Somerset B.
CARRYING WITHAM, MARY CMP SEPTEMBER 14, 437 289 W FEE
PLACE-Somerset B. 1936
CARRYING WITHAM, MARY CMP OCTOBER 3, 1938 435 320 W FEE
PLACE-Somerset B.
CARRYING KENNEBEC LAND CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset CO., ET AL
CARRYING AUGUSTA TRUST CMP DECEMBER 7, 1929 405 299 Q FEE
PLACE-Somerset CO.
CARRYING SPAULDING, ROBINSON JULY 22, 1915 332 14 W FEE CMP ACQUIRED FROM ROBINSON LAND CO BY
PLACE-Somerset JOSEPH H. LAND CO. DEED OF 7/31/23, B376/P231
CARRYING WITHAM, CENTSEC MARCH 23, 1931 407 521 W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF
PLACE-Somerset CLAUDE L. 6/12/29, B401/P574
CARRYING KENNEBEC LAND CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset CO., ET AL
CARRYING SPAULDING, ROBINSON JULY 22, 1915 332 14 W FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY
PLACE-Somerset JOSEPH H. LAND CO. DEED OF 7/31/23, B376/P231
CARRYING AUGUSTA TRUST CMP DECEMBER 7, 1929 405 299 Q FEE
PLACE-Somerset CO.
CARRYING KENNEBEC LAND CMP AUGUST 5, 1926 391 111 IND FEE
PLACE-Somerset CO., ET AL
CARRYING SPAULDING, ROBINSON JULY 22, 1915 332 14 W FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY
PLACE-Somerset JOSEPH H. LAND CO. DEED OF 7/31/23, B376/P231
CARRYING WITHAM, MARY CMP SEPTEMBER 14, 437 289 W FEE
PLACE-Somerset B. 1936
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 123 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C>
CARRYING PLACE-Somerset CMP UNITED STATES OF AMERICA SEPTEMBER 12, 1994 W
CARRYING PLACE-Somerset CMP UNITED STATES OF AMERICA SEPTEMBER 12, 1994 W
CARRYING PLACE-Somerset CMP UNITED STATES OF AMERICA SEPTEMBER 12, 1994 W
CARRYING PLACE-Somerset CMP UNITED STATES OF AMERICA FEBRUARY 18, 1987 W
CARRYING PLACE-Somerset CMP UNITED STATES OF AMERICA FEBRUARY 18, 1987 W
CARRYING PLACE-Somerset CMP ROY, EDWARD & SMITH, ROBERT JANUARY 3, 1975 Q
CONCORD-Somerset FOSS, WILLIAM A., ET AL CENTSEC JANUARY 2, 1929 398 377 W
CONCORD-Somerset FOSS, WILLIAM A., ET AL CENTSEC JANUARY 9, 1929 398 385 W
CONCORD-Somerset BEANE, FRED E., ET AL CENTSEC JANUARY 10, 1929 398 386 W
CONCORD-Somerset FOSS, WILLIAM A., ET AL CENTSEC JANUARY 9, 1929 398 385 W
CONCORD-Somerset BOYINGTON, FLOYD R. CENTSEC JANUARY 18, 1929 398 421 W
CONCORD-Somerset CMP S. D. WARREN CO. NOVEMBER 26, 1951 492 392 Q
MOSCOW-Somerset HILL, ORRIN J. CENTSEC MAY 21, 1929 404 195 W
MOSCOW-Somerset CMP SANDRA CHADBOURNE MAY, 1985 LEASE
MOSCOW-Somerset MOSCOW, TOWN OF CENTSEC APRIL 2, 1929 401 436 W
MOSCOW-Somerset MOORE, FRED L. ROBINSON LAND CO. JUNE 2, 1910 301 431 W
MOSCOW-Somerset LOVEJOY, JULIA G. ROBINSON LAND CO. MAY 5, 1921 365 178 W
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C>
CARRYING PLACE-Somerset EASMT FLOWAGE RIGHTS RETAINED; NATIONAL PARK TRACT 109-34 & 109-35; APPALACHAIN TRAIL
CARRYING PLACE-Somerset FEE WATER RIGHTS, RIVER BANKS & BEDS RETAINED; NATIONAL PARK TRACT 109-36; APPALACHAIN TRAIL
CARRYING PLACE-Somerset FEE WATER RIGHTS, RIVER BANKS & BEDS RETAINED; NATIONAL PARK TRACT 109-26; APPALACHAIN TRAIL
CARRYING PLACE-Somerset FEE WATER RIGHTS, RIVER BANKS & BEDS RETAINED; NATIONAL PARK TRACT 109-05; APPALACHAIN TRAIL
CARRYING PLACE-Somerset EASMT FLOWAGE RIGHTS RETAINED; NATIONAL PARK TRACT 109-03; APPALACHAIN TRAIL
CARRYING PLACE-Somerset EASMT RIGHT TO PASS FROM WEST SHORE OF KENNEBEC RIVER TO STERLING-PIERCE POND CAMPS & EASTERLY SHORE
OF PIERCE POND; PORTION OF OUTCONVEYANCE IS IN BOWTOWN PROJECT
CONCORD-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CONCORD-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CONCORD-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CONCORD-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CONCORD-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
CONCORD-Somerset FEE FLOWAGE RIGHTS RETAINED
MOSCOW-Somerset FEE 1/2 INTEREST; CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset RENTAL OF HILTON LOT
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
MOSCOW-Somerset FEE ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(c) Page 124 of 133
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT
- -------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C>
MOSCOW-Somerset LEONARD, HERBERT CENTSEC OCTOBER 20, 1925 383 297 W
MOSCOW-Somerset HUNNEWELL, SCOTT F. CENTSEC AUGUST 24, 1922 372 208 W
MOSCOW-Somerset HUNNEWELL, FRANK S. ROBINSON LAND CO. FEBRUARY 28, 1910 301 12 W
MOSCOW-Somerset HUNNEWELL, DANA E. CMP JULY 3, 1948 500 304 W
MOSCOW-Somerset TEMPLE, GUY, ET AL CENTSEC JUNE 21, 1928 395 475 W
MOSCOW-Somerset BROWN, ROYDEN V. CMP MARCH 19, 1939 407 502 W
MOSCOW-Somerset HILTON, MABEL E. CENTSEC OCTOBER 30, 1928 398 222 W
MOSCOW-Somerset HILL, WILLIE F., ET AL CENTSEC JANUARY 19, 1923 372 202 W
MOSCOW-Somerset HILL, WILLIE F. CENTSEC AUGUST 8, 1918 395 589 W
MOSCOW-Somerset HUNNEWELL, FRANK S. ROBINSON LAND CO. FEBRUARY 28, 1910 301 11 W
MOSCOW-Somerset HILL, ELON C. CMP MAY 31, 1929 404 196 W
MOSCOW-Somerset CMP COOL, JOHN B. JULY 1, 1994 LEASE
MOSCOW-Somerset SAVAGE, MARITA H. CENTSEC JUNE 20, 1929 404 221 W
MOSCOW-Somerset BEANE, LULA CMP NOVEMBER 4, 1921 368 217 W
MOSCOW-Somerset BEANE, FRED E., ET AL ROBINSON LAND COMPANY DECEMBER 3, 1919 355 110 W
MOSCOW-Somerset CATES, SIMON H. CENTSEC OCTOBER 17, 1928 398 185 W
MOSCOW-Somerset TAYLOR, EARL R., ET AL CENTSEC MAY 1, 1931 413 166 IND
MOSCOW-Somerset HAM, CHARLES F., ET AL CENTSEC MARCH 15, 1927 390 414 W
<CAPTION>
- ---------------------------------------------------------------------------------------------------
TOWN/COUNTY INTEREST NOTES
- ---------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C>
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
MOSCOW-Somerset FEE
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE 1/2 INTEREST
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
MOSCOW-Somerset FEE
MOSCOW-Somerset EASMT FORMER SUPERINTENDENT'S HOUSE AS RESIDENCE
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE
MOSCOW-Somerset FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(c) Page 125 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
MOSCOW-Somerset REYNOLDS, CENTSEC AUGUST 21, 398 40 W FEE
MILTON R., ET AL 1928
MOSCOW-Somerset HILL,LEO CENTSEC OCTOBER 30, 378 172 W FEE
1924
MOSCOW-Somerset SPAULDING, ROBINSON LAND FEBRUARY 16, 355 359 W FEE
THALES CO. 1920
MOSCOW-Somerset WACOME, CENTSEC AUGUST 22, 387 383 W FEE
BLANCHE B 1925
MOSCOW-Somerset VAUGHAN, CENTSEC OCTOBER 12, 394 431 W FEE
ELIAS A. 1927
MOSCOW-Somerset CMP FRANCES MARCH 1, 1985 INO/LEASE
WARRELL
MOSCOW-Somerset TEMPLE, FRED E, ROBINSON LAND SEPTEMBER 298 150 W FEE
CO. 30, 1909
MOSCOW-Somerset COLLINS, ARTIE B, CENTSEC OCTOBER 16, 401 83 W FEE
1928
MOSCOW-Somerset CATES, FRED C. CENTSEC SEPTEMBER 372 209 W FEE
11, 1922
MOSCOW-Somerset HILL, CHARLES M. CENTSEC FEBRUARY 4, 378 340 INO FEE
1925
MOSCOW-Somerset HUNNEWELL, ROBINSON LAND FEBRUARY 28, 301 10 W FEE
CARRIE M. CO. 1910
MOSCOW-Somerset HILL, LEO W. CENTSEC JULY 2, 1928 395 508 W FEE
MOSCOW-Somerset DUNTON, CENTSEC JULY 21, 1928 395 476 W FEE
MARGARET A.
MOSCOW-Somerset ROBINSON, CENTSEC OCTOBER 15, 401 81 W FEE
WALTER E. 1928
MOSCOW-Somerset GORDON, EVA, CENTSEC JUNE 21, 1928 397 500 W FEE
ET AL
MOSCOW-Somerset HILTON, EBBIE CENTSEC JUNE 21, 1928 395 478 W FEE
MOSCOW-Somerset EMERY, CENTSEC NOVEMBER 24, 378 222 W FEE
WALLACE 1924
<CAPTION>
- --------------------------------------------------------------------------
TOWN/COUNTY NOTES
- --------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
OF 7/31/23, B376/P231
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset LAND LEASE FOR PARKING PURPOSES
MOSCOW-Somerset CMP AQUIRED FROM ROBINSON LAND CO. BY DEED
OF 7/31/23, B376/P231
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
OF 7/31/23, B376/P231
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project 31-OCT-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(i) and Excluded Assets that will
be severed pursuant to Section 2.2.
Schedule 5.11(c) Page 126 of 133
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ----------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
MOSCOW-Somerset BASSETT, CENTSEC NOVEMBER 13, 411 110 Q FEE
LYMAN W. 1929
MOSCOW-Somerset CATES, FRED C. CENTSEC SEPTEMBER 11, 372 209 W FEE
1922
MOSCOW-Somerset LANE, HENRY J., CENTSEC AUGUST 17, 405 306 W FEE
ET AL 1929
MOSCOW-Somerset HUNNEWELL, E.J. ROBINSON LAND OCTOBER 30, 294 546 W FEE
CO. 1909
MOSCOW-Somerset ROBINSON, CENTSEC OCTOBER 27, 401 118 W FEE
WALTER E. 1926
MOSCOW-Somerset CMP MAINE, STATE OF, JUNE 12, 1967 AGREEMENT
HIGHWAY
COMMISSION
MOSCOW-Somerset KENNEBEG LOG CMP FEBRUARY 6, 423 538 W FEE
DRIVING CO. 1931
MOSCOW-Somerset ANDREWS, CENTSEC NOVEMBER 17, 372 201 W FEE
CLARENCE M. 1922
MOSCOW-Somerset ANDREWS, CENTSEC NOVEMBER 17, 372 201 W FEE
CLARENCE M. 1922
MOSCOW-Somerset ANDREWS, CENTSEC NOVEMBER 17, 372 200 W FEE
LAURA E. 1922
MOSCOW-Somerset BASSETT, CENTSEC NOVEMBER 13, 411 110 Q FEE
LYMAN W. 1929
MOSCOW-Somerset EMERY, CENTSEC NOVEMBER 24, 378 222 W FEE
WALLACE 1924
MOSCOW-Somerset CMP SCHILLING, JUNE 1, 1994 LEASE
GERALD D.
MOSCOW-Somerset UNITED SHANK CENTSEC MARCH 16, 1929 401 391 W FEE
& FINDINGS CO
MOSCOW-Somerset HUNNEWELL, F. ROBINSON LAND NOVEMBER 28, 304 477 W FEE
S. CO. 1910
MOSCOW-Somerset GREAT CMP JANUARY 31, 408 506 Q FEE
NORTHERN 1930
PAPER CO.
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574; RELEASES INTEREST TO PARCELS
CONVEYED BY LAURA E. ANDREWS RECORDED IN BK
372, PG 200 AND IN BK 404, PG 194
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
OF 7/31/23, B376/P231
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset 13 SCENIC VISTAS ALONG ROUTE 201
MOSCOW-Somerset COPY OF DEED ONLY - ORIGINAL WAS DESTROYED
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574; RELEASES INTEREST TO PARCELS
CONVEYED BY LAURA E. ANDREWS RECORDED IN BK
372, PG 200 AND IN BK 404, PG 194
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CAMPSITE #5
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
OF 7/31/23,B376/P231
MOSCOW-Somerset 1/3 INTEREST
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-OCT-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that will
be severed pursuant to Section 2.2.
Schedule 5.11(c) Page 127 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE
- ---------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C>
MOSCOW-Somerset SAVAGE, ERNEST L. ROBINSON LAND CO. JANUARY 6, 1913 318 142
MOSCOW-Somerset AYER, WILLIAM M. CMP JANUARY 6, 1916 332 427
MOSCOW-Somerset CMP MOSCOW, TOWN OF SEPTEMBER 20, 1960
MOSCOW-Somerset CMP PIERCE, STERLING NOVEMBER 1, 1962
MOSCOW-Somerset CMP MAINE, STATE OF, HIGHWAY COMMISSION AUGUST 15, 1968
MOSCOW-Somerset HILL, CHARLES M. CENTSEC SEPTEMBER 21, 1922 372 203
MOSCOW-Somerset CMP BEAUDOIN, HENRY A. JUNE 1, 1994
MOSCOW-Somerset KELLY, JOHN H. CENTSEC SEPTEMBER 26, 1922 372 206
MOSCOW-Somerset CMP DAVIS, THEODORE R., JR. JUNE 1, 1994
MOSCOW-Somerset CMP BROCHU, JAMES L. JUNE 1, 1994
MOSCOW-Somerset CMP MELCHER, JANET W. JUNE 1, 1994
MOSCOW-Somerset HUNNEWELL, E. J. ROBINSON LAND CO. OCTOBER 30, 1909 294 546
MOSCOW-Somerset SAVAGE, MARITA H. CENTSEC FEBRUARY 10, 1925 380 140
MOSCOW-Somerset HUNNEWELL, DANA E. CENTSEC OCTOBER 9, 1925 383 270
MOSCOW-Somerset HUNNEWELL, ETHEL R. CENTSEC OCTOBER 9, 1925 384 270
MOSCOW-Somerset UNITED SHANK & FINDINGS CO. CENTSEC AUGUST 28, 1931 413 400
MOSCOW-Somerset COLLINS, WEYMOUTH J. CENTSEC DECEMBER 17, 1927 397 201
MOSCOW-Somerset CMP READ, PAUL K. JUNE 1, 1990
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY DOCUMENT INTEREST NOTES
- ---------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C>
MOSCOW-Somerset W FEE 1/3 INTEREST; CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
MOSCOW-Somerset W FEE 1/3 INTEREST
MOSCOW-Somerset IND/LEASE PUBLIC LANDING & PICNIC AREA
MOSCOW-Somerset IND/LEASE TRANSFERRED FROM V. I. PIERCE; KNOWN AS LAURA E. ANDREWS LOT
MOSCOW-Somerset IND/LEASE ERECTING BLDGS & STORING EQUIPMENT
MOSCOW-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset LEASE CAMP LOT #6, CARNEY COVE
MOSCOW-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset LEASE CAMPSITE #1, WHITCOMB BROOK COVE
MOSCOW-Somerset LEASE CAMPSITE #3 (P/O DAN HILTON LOT)
MOSCOW-Somerset LEASE CAMP LOT
MOSCOW-Somerset W FEE CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23, B376/P231
MOSCOW-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset GD FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset W FEE CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29, B401/P574
MOSCOW-Somerset LEASE CAMP LOT #2
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 128 of 133
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PA DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
MOSCOW-Somerset ANDREWS, CENTSEC NOVEMBER 17, 373 205 W FEE
LAURA E. 1922
MOSCOW-Somerset ROBINSON, CENTSEC OCTOBER 27, 401 118 W FEE
WALTER E. 1926
MOSCOW-Somerset ANDREWS, CENTSEC JUNE 12, 1929 404 194 W FEE
LAURA E.
MOSCOW-Somerset HUNNEWELL, E. ROBINSON LAND OCTOBER 30, 294 546 W FEE
J. CO. 1909
MOSCOW-Somerset ROLLINS, LEE C., CENTSEC JUNE 21, 1928 395 474 W FEE
ET AL
MOSCOW-Somerset TAYLOR, EARL CENTSEC JANUARY 19, 372 205 W FEE
R, ET AL 1923
MOSCOW-Somerset KENNEBEC LOG. CMP FEBRUARY 6, 423 538 W FEE
DRIVING CO. 1931
MOSCOW-Somerset WACOME, CENTSEC SEPTEMBER 372 207 W FEE
BLANCHE B., ET 26, 1922
AL
MOSCOW-Somerset ANDREWS, CENTSEC NOVEMBER 17, 372 200 W FEE
LAURA E. 1922
MOSCOW-Somerset BASSETT, CENTSEC NOVEMBER 13, 411 110 Q FEE
LYMAN W. 1929
MOSCOW-Somerset HUNNEWELL, CENTSEC OCTOBER 10, 398 172 W FEE
FRANK S. 1928
MOSCOW-Somerset HILTON, DANIEL CENTSEC JUNE 26, 1928 395 496 W FEE
MOSCOW-Somerset CMP MAINE, STATE OF, MAY 21, 1987 ED FEE
DOT
MOSCOW-Somerset CMP MAINE, STATE OF, JUNE 6, 1996 2214 21 ED FEE
DOT
MOSCOW-Somerset CMP CENTSEC JUNE 29, 1935 Q FEE
MOSCOW-Somerset CROMBIE, CENTSEC APRIL 8, 1930 407 28 W FEE
REUBEN H.
MOSCOW-Somerset CMP S. D. WARREN CO. NOVEMBER 26, 492 392 Q FEE
1951
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
MOSCOW-Somerset CEMETERY LOT; CMP ACQUIRED FROM CENTS EG BY DEED OF
6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED OF 7/31/23,
B376/P231
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset COPY OF DEED ONLY-ORIGINAL WAS DESTROYED
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29 B401/P574;
RELEASES INTEREST TO PARCELS CONVEYED BY LAURA E.
ANDREWS RECORDED IN BK 372, PG 200 AND IN BK 404, PG 194
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29. B401/P574
MOSCOW-Somerset DOT TAKING FOR HIGHWAY RECONSTRUCTION
MOSCOW Somerset HIGHWAY DEPARTMENT TAKING FOR ROUTE #201
MOSCOW-Somerset T.L. SECT. 66
MOSCOW-Somerset FLOWAGE RIGHTS RETAINED; ALL OR PORTIONS OF LOTS
7,8,9&10
</TABLE>
_______________________________________________________________________________
* Documents listed may both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant
to Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(c) Page 129 of 133
<PAGE>
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ---------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
MOSCOW-Somerset CMP BAKER MOUNTAIN NOVEMBER 13, 1968 Q EASMT
SKI TOW CLUB
MOSCOW-Somerset CENTSEC HILL, ORRIN J. JUNE 29, 1935 Q FEE
MOSCOW-Somerset CENTSEC MOSCOW, TOWN OF APRIL 2, 1929 406 404 W FEE
MOSCOW-Somerset CMP BROWN, NAOMI AUGUST 31, 1933 Q FEE
MOSCOW-Somerset CMP GILES, THOMAS FEBRUARY 9, 1961 Q FEE
MOSCOW-Somerset MAINE, STATE CMP MARCH 16, 1992 1764 159 RELEASE FEE
OF, DOT
MOSCOW-Somerset CMP SCHRAM, RAYMOND, NOVEMBER 4, 1996 Q FEE
ET. AL
MOSCOW-Somerset CMP MAINE, STATE OF, JANUARY 15, 1992 1753 290 ED FEE
DOT
MOSCOW/PLEASANT CMP FERC DECEMBER 9, 1993 AGREEMENT
RIDGE-Somerset
MOSCOW/PLEASANT DEP CMP PERMIT
RIDGE-Somerset
MOSCOW/PLEASANT DEP CMP PERMIT
RIDGE-Somerset
MOSCOW/PLEASANT FERC CMP PERMIT
RIDGE-Somerset
MOSCOW/PLEASANT NPDES CMP PERMIT
RIDGE-Somerset
PLEASANT RIDGE- SAVAGE, ROBINSON LAND JANUARY 6, 1913 318 142 W FEE
Somerset ERNEST L. CO.
PLEASANT RIDGE- AYER, WILLIAM CMP JANUARY 6, 1916 332 427 W FEE
Somerset
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ---------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
MOSCOW-Somerset RELEASES INT IN 325 FT EASMT RESERVED BY CMP IN
ITS IND WITH S.D. WARREN IN SOM. REG. DEED S BK
492, PG 392
MOSCOW-Somerset FLOWAGE RIGHTS RETAINED
MOSCOW-Somerset PORTION OF PARCEL 5 CONVEYED BY W.F. HILL,
SOM. CTY. REG. DEEDS, BK 395, PG 589
MOSCOW-Somerset FLOWAGE RIGHTS RETAINED
MOSCOW-Somerset
MOSCOW-Somerset DEED RELEASE PORTION OF HIGHWAY TAKING FROM
JANUARY 15, 1992
MOSCOW-Somerset
MOSCOW-Somerset HIGHWAY DEPARTMENT TAKING FOR ROUTE #201
MOSCOW/PLEASANT MANAGEMENT OF HISTORICAL AND
RIDGE-Somerset ARCHAEOLOGICAL SITES
MOSCOW/PLEASANT DEP 401 CERTIFICATION #L-17333-D-N; WILL EXPIRE
RIDGE-Somerset WHEN NEW FERC LICENSE EXPIRES
MOSCOW/PLEASANT DEP WASTE DISCHARGE #W000573-57-B-R
RIDGE-Somerset
MOSCOW/PLEASANT FERC LICENSE #2329; APPL, FILED DECEMBER 6, 1991
RIDGE-Somerset
MOSCOW/PLEASANT NPDES #ME0001155; APPL. FILED APRIL 24, 1990
RIDGE-Somerset
PLEASANT RIDGE- 1/3 INTEREST; CMP ACQUIRED FROM ROBINSON LAND
Somerset CO. BY DEED OF 7/31/23, B376/P231
PLEASANT RIDGE- 1/3 INTEREST
Somerset
</TABLE>
________________________________________________________________________________
* Documents listed may include both 31-Oct-97
Project Real Property and Additional
Assets Real Property that may be
severed pursuant to Section 7.4(f) and
Excluded Assets that will be severed
pursuant to Section 2.2.
Schedule 5.11(C) Page 130 of 133
<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- -----------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
PLEASANT RIDGE- GREAT CMP JANUARY 31, 1930 408 508 Q FEE
Somerset NORTHERN
PAPER CO.
PLEASANT RIDGE- ROBINSON, ROBINSON LAND CO. SEPTEMBER 2, 1919 354 309 W FEE
Somerset HARLIE, C.
PLEASANT RIDGE- BEANE, FRED E. CENTSEC JUNE 21, 1928 395 477 W FEE
Somerset
PLEASANT RIDGE- CMP ROBBINS, WILLIAM S. JUNE 1, 1994 LEASE
Somerset
PLEASANT RIDGE- CMP BELANGER, ROGER JUNE 1, 1994 LEASE
Somerset
PLEASANT RIDGE- ROBINSON, ROBINSON LAND CO. SEPTEMBER 30, 1909 298 156 W FEE
Somerset HADASSAH S.
PLEASANT RIDGE- CMP BELANGER, JUNE 1, 1994 LEASE
Somerset BERNARD E. &
MARIE A.
PLEASANT RIDGE- HILTON, DANIEL CENTSEC JUNE 26, 1928 395 496 W FEE
Somerset
PLEASANT RIDGE- BEANE, FRED E., ROBINSON LAND CO. DECEMBER 3, 1919 355 111 W FEE
Somerset ET AL
PLEASANT RIDGE- ROLLINS, LEE CENTSEC JUNE 21, 1928 395 474 W FEE
Somerset C., ET AL
PLEASANT RIDGE- CMP PREBLE, CHARLES OCTOBER 1, 1994 LEASE
Somerset
PLEASANT RIDGE- BEANE, FRED E. ROBINSON LAND CO. APRIL 30, 1919 352 317 W FEE
Somerset
PLEASANT RIDGE- BEANE, FRED E., ROBINSON LAND CO. APRIL 30, 1919 352 318 W FEE
Somerset ET AL
PLEASANT RIDGE- BEANE, FRED E., CENTSEC JANUARY 1, 1926 383 499 W FEE
Somerset ET AL
PLEASANT RIDGE- BEANE, FRED E. CENTSEC SEPTEMBER 26, 1922 373 204 W FEE
Somerset
PLEASANT RIDGE- BEANE, FRED E. CENTSEC DECEMBER 7, 1928 401 184 W FEE
Somerset ET AL
PLEASANT RIDGE- CMP ROBBINS, NEAL A. JUNE 1, 1994 LEASE
Somerset
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
PLEASANT RIDGE-
Somerset
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
Somerset OF 7/31/23, B376/P231
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29
Somerset B/4D1/P574
PLEASANT RIDGE- CAMPSITE #7
Somerset
PLEASANT RIDGE- CAMPSITE #8
Somerset
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON LAND CO BY DEED
Somerset OF 7/31/23, B376/P231
PLEASANT RIDGE- CAMPSITE
Somerset
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29
Somerset B401/P574
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON LAND CO BY DEED
Somerset OF 7/31/23, B376/P231
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
Somerset B401/P574
PLEASANT RIDGE- CAMPSITE #1
Somerset
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
Somerset OF 7/31/23, B376/P231
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON LAND CO. BY DEED
Somerset OF 7/31/23, B376/P231
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
Somerset B401/P574
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
Somerset B401/P574
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY DEED OF 6/12/29,
Somerset B401/P574
PLEASANT RIDGE- CAMP LOT #9, WYMAN LAKE
Somerset
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
that may be severed pursuant to Section
7.4(f) and Excluded Assets that will be
severed pursuant to Section 2.2.
Schedule 5.11(C) Page 131 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST NOTES
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PLEASANT RIDGE - BEANE, FRED E. CENTSEC SEPTEMBER 373 204 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset 26, 1922 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE - ROBINSON, ROBINSON LAND SEPTEMBER 2, 354 309 W FEE CMP ACQUIRED FROM ROBINSON
Somerset HARLIE C., CO. 1919 LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE - BEANE, FRED E., CENTSEC DECEMBER 7, 401 184 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset ET AL 1928 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- BEANE, FRED E., ROBINSON LAND APRIL 30, 352 318 W FEE CMP ACQUIRED FROM ROBINSON
Somerset ET AL CO. 1919 LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- BEAN, DANVILLE ROBINSON LAND JUNE 2, 1919 352 505 W FEE CMP ACQUIRED FROM ROBINSON
Somerset BERT CO. LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- DESILVIA, ROBINSON LAND MARCH 21, 352 139 W FEE CMP ACQUIRED FROM ROBINSON
Somerset FRANK A. CO. 1919 LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- HUNNEWELL, CENTSEC NOVEMBER 20, 384 354 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset FLOYD E., ET AL 1925 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- PLEASANT CENTSEC JULY, 5 1928 395 507 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset RIDGE DEED OF 6/12/29, B401/P574
PLANTATION,
TOWN OF
PLEASANT RIDGE- ROLLINS, EVA N. CENTSEC NOVEMBER 15, 380 18 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset 1924 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- WILLIAMS, ROSE ROBINSON LAND JANUARY 11, 346 50 W FEE CMP ACQUIRED FROM ROBINSON
Somerset L., ET AL CO. 1918 LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- BEAN, FRED E., CENTSEC JANUARY 1, 383 499 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset ET AL 1926 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- HOWES, ROBIE CENTSEC JUNE 19, 378 536 T FEE CMP ACQUIRED FROM CENTSEC BY
Somerset B. 1925 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE - BEANE, FRED E. CENTSEC DECEMBER 7, 401 184 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset ET AL 1928 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- HILTON, DANIEL CENTSEC JUNE 26, 395 496 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset 1928 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- BEANE, FRED E., CENTSEC DECEMBER 7, 401 184 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset ET AL 1928 DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- BEANE, FRED E, ROBINSON LAND APRIL 30, 352 317 W FEE CMP ACQUIRED FROM ROBINSON
Somerset CO. 1919 LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- BEANE, FRED E., CENTSEC DECEMBER 7, 401 184 W FEE CMP ACQUIRED FROM CENTSEC BY
Somerset ET AL 1928 DEED OF 6/12/29, B401/P574
</TABLE>
________________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 132 of 133
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TOWN/COUNTY GRANTOR GRANTEE DATE BOOK PAGE DOCUMENT INTEREST
- ------------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
PLEASANT RIDGE- BEANE, FRED E., ROBINSON LAND DECEMBER 3, 355 111 W FEE
Somerset ET AL CO. 1919
PLEASANT RIDGE- AUGUSTA CMP MAY 26, 1936 437 81 Q FEE
Somerset TRUST CO.
PLEASANT RIDGE- HUMPHREYS, CMP MAY 2, 1936 437 79 Q FEE
Somerset CLIFTON S., ET
AL
PLEASANT RIDGE- HUMPHREYS, CMP DECEMBER 21, 437 76 Q FEE
Somerset MILDRED J. 1935
PLEASANT RIDGE- MCLEAN, CMP JANUARY 18, 437 78 Q FEE
Somerset ERNEST L., ET AL 1936
PLEASANT RIDGE- BRAY, CENTSEC JUNE 5, 1925 385 286 T FEE
Somerset LAFAYETTE S.
PLEASANT RIDGE- BEANE, FRED E., ROBINSON LAND DECEMBER 3, 350 215 Q FEE
Somerset ET AL CO. 1919
PLEASANT RIDGE- BEANE, FRED E., CENTSEC DECEMBER 7, 401 184 W FEE
Somerset ET AL 1928
PLEASANT RIDGE- CMP KENNEBEC LOG JUNE 29, 1935 Q FEE
Somerset DRIVING CO.
PLEASANT RIDGE- CMP S. D. WARREN CO. NOVEMBER 26, 492 392 Q FEE
Somerset 1951
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
T0WN/COUNTY NOTES
- -----------------------------------------------------------------------------------------------------------------------------------
WYMAN*
- ------
<S> <C>
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON
Somerset LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- 15/48 INTEREST
Somerset
PLEASANT RIDGE- 11/48 INTEREST
Somerset
PLEASANT RIDGE- 11/48 INTEREST
Somerset
PLEASANT RIDGE- 11/48 INTEREST
Somerset
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY
Somerset DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- CMP ACQUIRED FROM ROBINSON
Somerset LAND CO. BY DEED OF 7/31/23,
B376/P231
PLEASANT RIDGE- CMP ACQUIRED FROM CENTSEC BY
Somerset DEED OF 6/12/29, B401/P574
PLEASANT RIDGE- FLOWAGE RIGHTS RETAINED
Somerset
PLEASANT RIDGE- FLOWAGE RIGHTS RETAINED;
Somerset PORTION OF LOTS 1,3,4,5,6,
6A,8,11,13,14,15,17,17C,
18,19,22,23,24,25,26
</TABLE>
_______________________________________________________________________________
* Documents listed may include both Project 31-Oct-97
Real Property and Additional Assets Real
Property that may be severed pursuant to
Section 7.4(f) and Excluded Assets that
will be severed pursuant to Section 2.2.
Schedule 5.11(C) Page 133 of 133
<PAGE>
SCHEDULE 5.12 - CONDEMNATION PROCEEDINGS
None
<PAGE>
SCHEDULE 5.13 - SELLERS' AGREEMENTS
Fossil
- ------
William F. Wyman Unit No. 4 Agreement for Joint Ownership, Construction and
Operation among CMP and the joint owners of said unit, dated November 1, 1974,
as amended
William F. Wyman Unit No. 4 Transmission Agreement among CMP and the joint
owners, dated November 1, 1974
Unit Exchange Agreement with Northeast Utilities regarding 150 MW at William F.
Wyman Unit No. 4
Hydro
- -----
Androscoggin River Headwater Benefits Agreement dated June 1, 1983
Kennebec River Headwater Benefits Agreement dated July 19, 1988
Other
- -----
The IBEW Agreement
Obligations under leases, as lessee or as lessor, as the case may be, under
leases transferred to Buyer as part of the Purchased Assets
Lewiston Falls Project Agreement dated December 5, 1984 (including amendments)
Obligations in connection with Gulf Island Oxygenation Project (Agreement of
General Partnership dated January 9, 1991 and Operating Agreement dated January
9, 1991)
Agreement between State of Maine and Kennebec Hydro Developers' Group (KHDG)
dated January 22, 1987, and Kennebec Hydro Developers Group Agreement dated
December 16, 1986
Saco River Fish Passage Agreement (May 1994)
Saco River Fish Passage Agreement, Annex 1: Assessment Process Criteria (April
1995)
Instream Flow Agreement
<PAGE>
Programmatic Agreement among FERC, the Advisory Council on Historic Preservation
et al for Ten Hydroelectric or Storage Projects in Maine (September 1993)
Amended and Restated Agreement of Limited Partnership dated April 4, 1986 and
Project Operating Agreement between the Merimil Limited Partnership and CMP
dated February 1, 1984
Water Release Agreement (October 23, 1991) among CMP, the City of Biddeford and
the City of Saco
<PAGE>
SCHEDULE 5.14 - MATERIAL LITIGATION
None
<PAGE>
SCHEDULE 5.17 - TAXES
The Internal Revenue Service has completed the examination of the Seller's
consolidated federal income tax returns for the tax years 1992 through 1994.
The Seller has received a notice of deficiency relating to proposed
disallowances for the tax years 1992 through 1994. The two major disallowances
relate to the timing of deductions. The Seller is in the process of filing a
petition for redetermination of the deficiencies and has granted a power of
attorney to Bradley M. Seltzer at Deloitte & Touche LLP and to George R.
Abramowitz at LeBoeuf, Lamb, Greene & MacRae LLP with respect to the Seller's
1992 through 1994 federal tax returns. See also SEC Reports, which are
incorporated herein by reference.
The federal tax years 1995 through 1996 are open for assessment by the Internal
Revenue Service.
The Seller's income tax returns for Maine, New Hampshire and Connecticut are
open for federal adjustments for the tax years 1992 through 1994. The Seller's
state income tax returns for Maine, New Hampshire and Connecticut are open for
state audits for the tax years 1994 through 1996.
The State of Maine Bureau of Taxation has completed an audit of the Seller's
sales and use tax for the year 1992. The assessed deficiency plus interest has
been paid and a request for reconsideration has been filed. The Seller's sales
and use tax for the years 1993 through 1995 are currently under examination.
The State of Maine Sales and Use tax years 1996 through 1997 are open for
assessment by the State of Maine Bureau of Taxation.
Property taxes involving W.F. Wyman Station are under appeal for the 1995 and
1996 tax years. In Maine, property taxes must be paid in order to appeal. CMP
is in full compliance.
<PAGE>
SCHEDULE 7.1 - CAPITAL EXPENDITURES REQUIRING ADJUSTMENT AT CLOSING
FOSSIL
- ------
None
HYDRO
- -----
Generation Management System - $1.1 million. Includes AFUDC, general expense,
and overheads.
BIOMASS
- -------
None
<PAGE>
SCHEDULE 7.10 - EMPLOYEES
Departmental Categories of Employees
- ------------------------------------
-- Generation Department (Hydro, Fossil)
-- Technical Services (Engineering)
-- Environmental and Licensing
-- Operations Support Department
Subsidiary Employees
- --------------------
-- AVEC
-- CMP International Consultants E-PRO Division
<PAGE>
EXHIBIT A
---------
TO ASSET PURCHASE AGREEMENT
---------------------------
FORM OF
BILL OF SALE
THIS BILL OF SALE, dated as of _______________, by and among Central
Maine Power Company, a Maine corporation, The Union Water-Power Company, a Maine
corporation, Cumberland Securities Corporation, a Maine corporation, and Central
Securities Corporation, a Maine corporation (together, the "Sellers"), and
__________, a __________ corporation (the "Buyer").
W I T N E S S E T H
-------------------
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as
of January __, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Asset Purchase Agreement"), by and among the Sellers and the Buyer,
the Sellers have agreed to sell, assign, convey, transfer and deliver all of
their right, title and interest in the Purchased Assets (as defined in the Asset
Purchase Agreement) to the Buyer and the Buyer has agreed to purchase and
acquire such Purchased Assets from the Sellers, all as more fully described in
the Asset Purchase Agreement; and
WHEREAS, pursuant to the Asset Purchase Agreement, the Sellers and the
Buyer have agreed to enter into this Bill of Sale pursuant to which that part of
the Purchased Assets which constitutes personal property will be conveyed to the
Buyer.
NOW, THEREFORE, in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms which are used but not
-------------
defined in this Bill of Sale shall have the meaning ascribed to such terms in
the Asset Purchase Agreement.
2. Assignment. Except as set forth in Section 3 below and subject
----------
to the terms and conditions of the Asset Purchase Agreement, the Sellers do
hereby sell, assign, convey, transfer and deliver to the Buyer all of the
Sellers' right, title and interest in and to all of the Purchased Assets which
constitute personal property as further described in Appendix I attached hereto
and made a part hereof.
<PAGE>
3. Excluded Assets Not Assigned. Notwithstanding anything herein
----------------------------
to the contrary, the Excluded Assets are specifically excluded from the
Purchased Assets and shall be retained by the Sellers at and following the
Closing Date.
4. Appointment. The Sellers hereby constitute and appoint the
-----------
Buyer, and its successors and assigns, as the Sellers' true and lawful attorney,
with full power of substitution, in the Sellers' name and stead, by, on behalf
of and for the benefit of the Buyer, and its successors and assigns, to demand
and receive any and all of the Purchased Assets transferred hereunder and to
give receipts and releases for and in respect of the same, and any part thereof,
and from time to time to institute and prosecute, at the expense and for the
benefit of the Buyer, and its successors and assigns, any and all proceedings at
law, in equity or otherwise, which the Buyer, and its successors or assigns, may
deem proper for the collection or reduction to possession of any of the
Purchased Assets transferred hereunder or for the collection and enforcement of
any claim or right of any kind hereby sold, assigned, conveyed, transferred and
delivered, and to do all acts and things in relation to the Purchased Assets
transferred hereunder which the Buyer, and its successors or assigns, shall deem
desirable.
5. No Third Party Beneficiaries. Nothing in this instrument,
----------------------------
express or implied, is intended or shall be construed to confer upon, or give
to, any person other than the Buyer any remedy or claim under or by reason of
this instrument or any agreements, terms, covenants or conditions hereof, and
all the agreements, terms, covenants and conditions in this instrument contained
shall be for the sole and exclusive benefit of the Buyer and its successors and
permitted assigns.
6. Binding Effect; Assignment. This Bill of Sale and all of the
--------------------------
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
7. Governing Law. This Bill of Sale shall be governed by and
-------------
construed in accordance with the laws of the State of Maine (regardless of the
laws that might otherwise govern under applicable Maine principles of conflict
of laws).
8. Construction. This Bill of Sale is delivered pursuant to
------------
and is subject to the Asset Purchase Agreement. In the event of any conflict
between the terms of the Asset Purchase Agreement and the terms of this Bill of
Sale, including those terms set forth in paragraph 6 hereof, the terms of the
Asset Purchase Agreement shall prevail.
-2-
<PAGE>
IN WITNESS WHEREOF, this Bill of Sale has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first above written.
CENTRAL MAINE POWER COMPANY
By
-----------------------------------
Name:
Title:
THE UNION WATER-POWER COMPANY
By
-----------------------------------
Name:
Title:
CUMBERLAND SECURITIES CORPORATION
By
-----------------------------------
Name:
Title:
CENTRAL SECURITIES CORPORATION
By
-----------------------------------
Name:
Title:
[THE BUYER]
By
-----------------------------------
Name:
Title:
-3-
<PAGE>
================================================================================
CONTINUING SITE/INTERCONNECTION AGREEMENT
BY AND BETWEEN
CENTRAL MAINE POWER COMPANY
AND
NATIONAL ENERGY HOLDINGS, INC.
January 6, 1998
================================================================================
<PAGE>
TABLE OF CONTENTS
ARTICLE 1.0
DEFINITIONS
1.0 Definitions.................................................. 2
ARTICLE 2.0
TERM
2.0 Term......................................................... 9
ARTICLE 3.0
CONTINUING OBLIGATIONS AND RESPONSIBILITIES
<TABLE>
<CAPTION>
<S> <C> <C>
3.0 Continuing Obligations and Responsibilities................. 10
3.1 Interconnection Service and T&D Service..................... 10
3.2 Access Easements, Conveyances, Licenses, and
Restrictions................................................ 11
3.3 Facility and Equipment Maintenance.......................... 13
3.4 New Construction or Modifications........................... 14
3.5 Inspections................................................. 15
3.6 Information Reporting Obligations........................... 17
3.7 Local Services.............................................. 19
3.8 Seller Provided Local Services.............................. 20
3.9 Buyer Provided Local Services............................... 22
3.10 Communications Services..................................... 23
3.11 Spare Parts................................................. 23
3.12 Emergency Procedures........................................ 24
3.13 Service Interruptions....................................... 24
3.14 Non-Dispatchability Notification............................ 25
3.15 Scheduled Maintenance Notification and Coordination........ 25
3.16 Safety...................................................... 26
3.17 Environmental Compliance and Procedures..................... 27
</TABLE>
<PAGE>
ARTICLE 4.0
OPERATIONS
<TABLE>
<CAPTION>
<S> <C> <C>
4.0 Operations..................................................... 28
4.1 General........................................................ 28
4.2 Buyer's Operating Obligations.................................. 28
4.3 Seller's Operating Obligations................................. 30
4.4 Auditing of Accounts and Records............................... 31
</TABLE>
ARTICLE 5.0
COST RESPONSIBILITIES, T&D RATES AND BILLING PROCEDURES
<TABLE>
<CAPTION>
<S> <C> <C>
5.0 Cost Responsibilities, T&D Rates and Billing Procedures........ 31
5.1 Buyer's Interconnection Cost Responsibilities and T&D
Rates.......................................................... 31
5.2 Cost Responsibilities for Local Services....................... 33
5.3 Billing Procedures............................................. 33
5.4 Payment Not a Waiver........................................... 33
5.5 Interest on Unpaid Balances.................................... 34
5.6 Default........................................................ 34
</TABLE>
ARTICLE 6.0
DOCUMENTATION
<TABLE>
<CAPTION>
<S> <C> <C>
6.0 Documentation.................................................. 34
6.1 General........................................................ 34
6.2 Drawings....................................................... 35
6.3 Maintenance or Operations Documentation........................ 37
</TABLE>
ARTICLE 7.0
CONFIDENTIALITY
<TABLE>
<CAPTION>
<S> <C> <C>
7.0 Confidentiality................................................ 37
7.1 Confidentiality of Seller...................................... 37
7.2 Confidentiality of Buyer....................................... 38
7.3 Confidentiality of Audits...................................... 38
7.4 Remedies....................................................... 39
</TABLE>
<PAGE>
ARTICLE 8.0
DEFAULT
<TABLE>
<CAPTION>
<S> <C> <C>
8.0 Default......................................................... 39
8.1 General......................................................... 39
8.2 Failure to Pay; Interest........................................ 41
8.3 Performance of Obligations of a Defaulting Party................ 41
8.4 Collection Expenses............................................. 42
8.5 Rights Cumulative............................................... 42
</TABLE>
ARTICLE 9.0
DAMAGE TO EQUIPMENT, FACILITIES AND PROPERTY
<TABLE>
<CAPTION>
<S> <C> <C>
9.0 Damage to Equipment, Facilities and Property.................... 42
9.1 Buyer's Responsibility.......................................... 42
9.2 Seller's Responsibility......................................... 42
9.3 Disputes........................................................ 43
9.4 Limitation of Liability......................................... 43
9.5 Insurance....................................................... 43
</TABLE>
ARTICLE 10.0
INDEMNIFICATION
<TABLE>
<CAPTION>
<S> <C> <C>
10.0 Indemnification................................................ 43
10.1 Buyer's Indemnification........................................ 43
10.2 Seller's Indemnification....................................... 44
10.3 Limitation on Seller's Responsibility.......................... 45
10.4 Indemnification Procedures..................................... 46
10.5 Survival; No Limitation........................................ 46
</TABLE>
ARTICLE 11.0
INSURANCE
<TABLE>
<CAPTION>
<S> <C> <C>
11.0 Insurance...................................................... 46
11.1 General........................................................ 46
11.2 Certificates of Insurance; Claims Made Coverage................ 47
11.3 Notice of Cancellation, Etc.................................... 47
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
11.4 Additional Insureds........................................... 47
11.5 Failure to Comply............................................. 47
11.6 Waiver of Subrogation......................................... 47
</TABLE>
ARTICLE 12.0
FORCE MAJEURE
<TABLE>
<CAPTION>
<S> <C> <C>
12.0 Force Majeure................................................. 47
12.1 General....................................................... 47
12.2 Content of Term............................................... 48
12.3 Procedures.................................................... 48
</TABLE>
ARTICLE 13.0
DISPUTES
<TABLE>
<CAPTION>
<S> <C> <C>
13.0 Disputes..................................................... 48
13.1 Actions Prior to Arbitration................................. 48
13.2 Applicability of Arbitration................................. 49
13.3 Selection of Arbitrator; Arbitration Process................. 49
13.4 Time Schedule................................................ 50
13.5 Procedure.................................................... 50
13.6 Remedies..................................................... 50
13.7 Confidentiality.............................................. 51
13.8 FERC Jurisdiction Over Certain Disputes...................... 51
13.9 Preliminary Injunctive Relief................................ 52
13.10 Location of Arbitration...................................... 52
13.11 Costs........................................................ 52
</TABLE>
ARTICLE 14.0
REPRESENTATIONS
<TABLE>
<CAPTION>
<S> <C> <C>
14.0 Representations............................................... 52
14.1 Representations of Seller..................................... 52
14.2 Representations of Buyer...................................... 53
14.3 Representations of Both Parties............................... 54
</TABLE>
<PAGE>
ARTICLE 15.0
ASSIGNMENT/CHANGE IN CORPORATE IDENTITY
<TABLE>
<CAPTION>
<S> <C> <C>
15.0 Assignment/Change in Corporate Identity........................ 54
15.1 General........................................................ 54
15.2 Assignment by Buyer............................................ 55
15.3 Assignment by Seller........................................... 55
15.4 Termination of Corporate Existence, Etc........................ 55
</TABLE>
ARTICLE 16.0
SUBCONTRACTORS
<TABLE>
<CAPTION>
<S> <C> <C>
16.0 Subcontractors................................................. 56
16.1 Use of Subcontractors Permitted................................ 56
16.2 Party to Remain Responsible.................................... 56
16.3 Liability For Conduct of Subcontractors........................ 56
16.4 No Third Party Beneficiary..................................... 56
16.5 No Limitation by Insurance..................................... 56
</TABLE>
ARTICLE 17.0
LABOR RELATIONS
17.0 Labor Relations.................................................. 57
ARTICLE 18.0
INDEPENDENT CONTRACTOR STATUS
18.0 Independent Contractor Status.................................... 57
ARTICLE 19.0
LIMITATION OF LIABILITY
<TABLE>
<CAPTION>
<S> <C> <C>
19.0 Limitation of Liability........................................ 57
19.1 Consequential Damages.......................................... 57
19.2 Exclusive Remedies............................................. 58
</TABLE>
<PAGE>
ARTICLE 20.0
NOTICES
<TABLE>
<CAPTION>
<S> <C> <C>
20.0 Notices....................................................... 58
20.1 ................................................................ 58
20.2 ................................................................ 58
</TABLE>
ARTICLE 21.0
HEADINGS
21.0 Headings...................................................... 59
22.0 Waiver........................................................ 59
ARTICLE 23.0
COUNTERPARTS
23.0 Counterparts.................................................. 60
ARTICLE 24.0
GOVERNING LAW
<TABLE>
<CAPTION>
<S> <C> <C>
24.0 Governing Law................................................. 60
24.1 ................................................................ 60
24.2 ................................................................ 60
</TABLE>
ARTICLE 25.0
EQUAL EMPLOYMENT OPPORTUNITY
25.0 Equal Employment Opportunity.................................. 60
ARTICLE 26.0
SEVERABILITY
26.0 Severability.................................................. 61
ARTICLE 27.0
AMENDMENTS
<TABLE>
<CAPTION>
<S> <C> <C>
27.0 Amendments.................................................... 61
27.1 ................................................................ 61
27.2 ................................................................ 61
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
27.3 ................................................................ 61
</TABLE>
ARTICLE 28.0
ENTIRE AGREEMENT
28.0 Entire Agreement................................................ 61
<PAGE>
SCHEDULES
Description
A Interconnection Facilities and Associated Equipment Description
B Technical Interconnection Requirements for Generators
C Substation Operations & Maintenance Services
D Revenue Metering
E Generation Communications System Services
F Transmission Constraints on Generation
G STN Agreement
H Switching and Tagging Procedures Manual
I Safety Instructions
J Voltage Regulation
K Service Restoration Plan
L Interconnection Facilities Charges
M Insurance Requirements
N Separation Principles
<PAGE>
CONTINUING SITE/INTERCONNECTION AGREEMENT
This Continuing Site/Interconnection Agreement dated as of January 6,
1998 by and between Central Maine Power Company ("Seller"), a Maine
corporation with a principal place of business located at 83 Edison Drive,
Augusta, Maine 04336, and National Energy Holdings, Inc. ("Buyer"), a Delaware
corporation with a principal place of business located at Juno Beach, Florida.
WITNESSETH THAT:
WHEREAS, Seller, certain Affiliates of Seller, and Buyer have entered
into an Asset Purchase Agreement ("APA") dated January 6, 1998 for the sale of
certain of Seller's and Seller's Affiliates' generating assets; and
WHEREAS, Seller intends to continue to operate its transmission and
distribution business from its present locations; and
WHEREAS, in the APA, Seller agreed to transfer to Buyer certain Purchased
Assets, including certain designated real and personal properties, contracts,
and licenses pertaining to Seller's and Seller's Affiliates' generating assets
and to retain certain designated real and personal properties, contracts and
licenses; and
WHEREAS, Buyer needs certain Interconnection Services from Seller for its
Purchased Assets, as provided in this Agreement; and
WHEREAS, Buyer also wishes to obtain from Seller, and Seller wishes to
provide to Buyer certain T&D Services over Seller's T&D System from Buyer's
generation units, as provided in this Agreement; and
WHEREAS, Seller needs access to parts of the Buyer's Purchased Assets,
and Buyer needs access to parts of the Seller's retained assets; and
WHEREAS, the Parties have agreed in the APA to execute this mutually
acceptable Continuing Site/Interconnection Agreement in order to provide
certain Interconnection Service and certain T&D Service to Buyer and to define
the continuing responsibilities and obligations of the Parties with respect to
the use of the other Party's property, assets and facilities,
<PAGE>
NOW THEREFORE, in order to carry out the transactions contemplated by the
Separation Document, the APA and this Agreement, and in consideration of the
mutual representations, covenants and agreements hereinafter set forth, and
intending to be legally bound hereby, the Parties hereto agree as follows:
ARTICLE 1.0
DEFINITIONS
-----------
1.0 Definitions. Wherever used in this Agreement with initial
-----------
capitalization, the following terms shall have the meanings specified or
referred to in this Article 1.0. Any term not defined herein has the meaning
set forth in the APA.
1.1 "Affiliate" has the meaning set forth in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.
1.2 "Agreement" shall mean this Continuing Site/Interconnection
Agreement dated as of January 6, 1998 between Seller and Buyer including all
Schedules attached hereto and any amendments thereto.
1.3 "Asset Purchase Agreement" or "APA" shall mean the Asset
Purchase Agreement dated as of January 6, 1998 between Seller, certain of its
Affiliates, and Buyer.
1.4 "Buyer" shall mean National Energy Holdings, Inc.
1.5 "Closing(s)" shall mean the closing of the transactions
contemplated by the APA.
1.6 "Closing Date" shall mean the date and time at which the
Closing(s) actually occurs.
1.6-A "Dispatch Point of Demarcation" shall mean the Buyer's
visible disconnect switch, where available, as specified in the one-line
diagrams in Schedule A as "(D.P.)," which is under the control of the Maine
----------
Satellite or the System Operator.
1.7 "Easements" shall mean with respect to the Fossil Assets and
the Hydroelectric Assets, the easements to be granted or reserved, as the case
may be, as contemplated by Schedules 2.2(d) and 5.11 to the APA and the
-------------------------
Separation Document.
-------------------
2
<PAGE>
1.8 "Environmental Laws" shall mean all Federal, state, and local
laws (including common laws), regulations, rules, ordinances, codes, decrees,
judgments, directives, or judicial or administrative orders relating to
protection, preservation or restoration of human health, the environment, or
natural resources, including, without limitation, laws relating to Releases or
threatened Releases of Hazardous Substances (including, without limitation,
ambient air, surface water, groundwater, land, surface and subsurface strata)
or otherwise relating to the manufacture, processing, distribution, use
treatment, storage, Release, transport or handling of Hazardous Substances.
1.9 "Excluded Assets" shall mean those transmission, distribution,
substation, and communication facilities and related support equipment
described or referred to in Schedule 2.2(d) of the APA or the Separation
-------------- ----------
Document.
--------
1.11 "FERC" shall mean the Federal Energy Regulatory Commission.
1.12 "Fossil Assets" shall mean, subject to the Easements and
Excluded Assets, all of the right, title, and interest in, to and under the
real and personal property, owned by Seller and transferred to Buyer through
the APA and constituting Units 1-3 of Wyman Station, Mason Station, and
Seller's interest in Unit 4 of Wyman Station, or used principally for
generation purposes in connection with Units 1-3 of Wyman Station, Mason
Station and Seller's interest in Unit 4 of Wyman Station, as set forth more
fully in the APA.
1.13 "Good Utility Practice" shall mean any of the applicable
practices, methods and acts
(a) required of the Party to whom Good Utility Practice is
being applied under regulations of the National Electric Safety
Code, NEPOOL, NPCC, NERC, the System Operator, the Maine Satellite,
or the successor of any of them, whether or not the Party whose
conduct is at issue is a member thereof;
(b) required by the policies and standards of the Party
experiencing an emergency relating to emergency operations at such
Party's facilities; or
3
<PAGE>
(c) otherwise engaged in or approved by a significant portion
of the electric utility industry during the relevant time period;
which, in the exercise of reasonable judgment in light of the facts known at
the time the decision was made, could have been expected to accomplish the
desired result at a reasonable cost to the Party being expected to apply Good
Utility Practice, consistent with law, regulation, good business practices,
generation, transmission, and distribution reliability, safety, and
expedition. Good Utility Practice is intended to include practices, methods,
or acts generally accepted in the region, and is not intended to be limited to
optimum practices, methods, or acts to the exclusion of all others. Good
Utility Practice does not include intentional disregard of contractual
commitments, even if those commitments are uneconomic under current market
conditions.
1.14 "Hazardous Substances" shall mean (a) any petro-chemical or
petroleum products, oil or coal ash, radioactive materials, radon gas,
asbestos in any form that is or could become friable, urea formaldehyde foam
insulation and transformers or other equipment that contain dielectric fluid
which may contain levels of polychlorinated biphenyls; (b) any chemicals,
materials or substances defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials" "restricted hazardous
materials", "extremely hazardous substances", "toxic substances",
"contaminants", or "pollutants" or words of similar meaning and regulatory
effect; or (c) any other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any applicable Environmental Law.
1.15 "Hydroelectric Assets" shall mean, subject to the Easements
and Section 2.2 of the APA, all of the right, title and interest in, to and
under the real and personal property, owned by Seller and transferred to Buyer
through the APA and constituting the thirty hydroelectric generating stations
and Seller's interest in the entity owning the Lockwood hydroelectric
generating station (but excluding the associated storage dams and reservoirs)
listed on Schedule 1.1(a)(33) of the APA as part of the Hydroelectric Assets
------------------
(collectively the "Hydroelectric Stations") or used principally for generation
purposes in connection with such dams and reservoirs and which are located
within the applicable FERC project license boundary, as more fully set forth
in the APA.
4
<PAGE>
1.16 "Index Rate" shall mean the Wall Street Journal Prime Rate.
The "Wall Street Journal Prime Rate" is defined as the "Prime Rate" for
domestic banks, as published in The Wall Street Journal (Northeast edition),
-----------------------
in the "Money Rates" section. If more than one such rate is published on any
given day, the highest published rate shall be used to determine the Index
Rate. If The Wall Street Journal ceases to publish a "Prime Rate," the Party
-----------------------
to whom obligations subject to the Index Rate are owed may choose a substitute
source for the Prime Rate or may choose a substitute index. If the Party to
whom obligations subject to the Index Rate are owed chooses a substitute
index, it may also choose a substitute margin so that the new index and margin
result in an interest rate substantially similar to the Interest Rate in
effect at the time the Prime Rate ceases to be published in The Wall Street
---------------
Journal.
-------
1.17 "Interconnection Facilities" shall mean facilities or portions
of facilities owned by Seller, and jointly used by Seller and Buyer, that are
identified as Interconnection Facilities and Associated Equipment in Schedule
--------
A, as amended from time to time.
-
1.18 "Interconnection Facilities Charge" shall have the meaning set
forth in Schedule L.
----------
1.18-A "Interconnection Service" shall mean the services provided
by Seller to interconnect Buyer's Purchased Assets with Seller's T&D System.
Subject to Section 2.3, Interconnection Service shall not mean T&D Service or
ancillary services which are available under the NEPOOL Tariff or Seller's
Open Access Transmission Tariff, in each case as amended from time to time.
1.19 "Joint Tag List" shall mean the personnel approved by Buyer
and Seller who meet the requirements to switch, tag, and ground electrical
equipment set forth in Seller's "Switching, Tagging and Grounding Manual" and
Seller's "Safety Instructions" referred to in Section 1.43.
1.20 "Leased Equipment" shall mean hardware or software leased by
Seller from various third-party suppliers which is not directly transferable
or assignable to Buyer.
1.20-A. "Maine Satellite" shall mean the Maine Energy Control
Center, or its successor, which operates as an agent of or satellite to the
System Operator, accountable for orchestrating all switching, voltage control
and restoration of all System Operator critical facilities and inter-satellite
tie lines, and the supervision and
5
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coordination of control of generation, transmission and distribution
facilities, within its jurisdictional boundaries in Maine.
1.21 "Maintain" shall mean construct, reconstruct, install,
inspect, test, repair, replace, operate, patrol, maintain, use, modernize,
expand, upgrade, or other similar activities.
1.22 "NEPOOL" shall mean New England Power Pool or its successor.
1.23 "NEPOOL Agreement" shall mean the New England Power Pool
Agreement dated as of September 1, 1971, as amended, including the Restated
New England Power Pool Agreement filed with FERC on December 31, 1996, and as
it may be amended or restated from time to time.
1.24 "NEPOOL Tariff" shall mean the NEPOOL's Open Access
Transmission Tariff as filed with FERC on December 31, 1996 and as it may be
amended from time to time.
1.25 "NERC" shall mean North American Electric Reliability Council.
1.26 "NPCC" shall mean Northeast Power Coordinating Council, a
regional reliability governing body.
1.27 "Parties" shall mean Central Maine Power Company (Seller) and
National Energy Holdings, Inc. (Buyer).
1.28 "Point of Interconnection" shall describe the equipment used
to interconnect Buyer's facilities to Seller's T&D System, as specified in
Schedule A to this Agreement.
----------
1.29 "Point of Receipt" shall mean the point on Seller's T&D System
where capacity and energy generated by Buyer will be received by Seller, as
specified on Schedule A, for delivery to points of delivery as defined in
----------
Seller's Open Access Transmission Tariff.
1.30 "Pool Transmission Facilities" or "PTF" shall mean the
transmission facilities of Seller and other transmission owners in New England
as defined by the NEPOOL Agreement.
1.31 "Primary" shall mean bulk power equipment such as
transformers, circuit breakers, rigid or strain bus and other equipment
operating at 2,400 volts or above.
6
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1.32 "Purchased Assets" shall mean the Fossil Assets and
Hydroelectric Assets.
1.33 "Qualified Personnel" shall mean individuals trained for their
positions by Buyer and/or Seller pursuant to Good Utility Practice.
1.34 "Release" shall mean release, spill, leak, discharge, dispose
of, pump, pour, emit, empty, inject, leach, dump, or allow to escape into or
through the environment.
1.35 "Revenue Meters" shall mean all Kwh, Kvah, Kvarh and demand
meters, pulse isolation relays, pulse conversion relays, associated totalizing
and Remote Access Pulse Recorder (RAPR) equipment required to measure the
transfer of energy between the Parties.
1.36 "Right of Way Access" shall mean use of gates, roadways, paths
or other means of access to gain entry to the transmission or distribution
system corridors to the other Party's property or facilities.
1.37 "Routine Inspection and Maintenance" shall mean any inspection
and/or work required pursuant to Good Utility Practice on either Party's
property or facilities to ensure reliable operations and transmission and
distribution system integrity.
1.38 "Secondary Systems" shall mean control or power circuits that
operate below 600 volts, ac or dc, including but not limited to any hardware,
control or protective devices, cables, conductor, electric raceways, secondary
equipment panels, transducers, batteries, chargers, and voltage and current
transformers where signals or energy may be used by Buyer, Seller, and/or it's
Affiliates.
1.39 "Seller" shall mean Central Maine Power Company.
1.39-A. "Seller's Open Access Transmission Tariff" shall mean the
Open Access Transmission Tariff on file with FERC, as amended from time to
time.
1.40 "Separation Document" shall mean the Separation Document to be
-------------------
agreed upon by the Parties as provided below, including any documents or
exhibits referred to or incorporated by reference in the Separation Document
-------------------
and any documents or exhibits otherwise indicated in any
7
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such document as remaining with the Seller or any of its Affiliates after the
Closing, which describes the Purchased Assets and Excluded Assets and defines
and identifies the ownership and dispatch points of demarcation of said
Assets. The Separation Document shall (A) consist of one-line drawings,
elementary diagrams, three-line diagrams, relay and control panel front view
and wiring diagrams, and other physical drawings showing equipment layout and
site plans (in each case, where available), (B) be consistent with Schedule A
----------
hereto, and Schedules 1.1(a)(27), 1.1(a)(33), 2.2(d) and Schedule 5.11 to the
APA, as amended or supplemented, (C) be prepared pursuant to the Separation
Principles attached hereto as Schedule N, and (D) be mutually agreed upon as
----------
provided in Section 3.5.3.1 hereof.
1.41 "Spill Prevention Control and Countermeasure Plan (SPCC)"
shall mean a plan to be implemented for onshore facilities that includes
physical structures and other measures to respond to and to prevent spills of
oil or hazardous substances from reaching navigable waters.
1.42 "Stormwater Management Systems" shall mean physical structures
and other measures used to collect, store, treat, or dispose of water as a
result of rain, snow, or other precipitation, including snow melt runoff,
surface runoff and drainage.
1.43 "Stormwater Pollution Prevention Plan (SWPPP)" shall mean a
plan to be implemented to control and monitor stormwater discharges associated
with industrial or construction activities.
1.44 "Switching, Tagging, and Grounding Rules" shall have the
meaning set forth in Seller's Switching and Tagging Procedures Manual and
Seller's "Safety Instructions" or relevant successor provisions as in effect
from time to time. A copy of the existing Switching and Tagging Procedures
Manual is attached hereto as Schedule H and incorporated by reference as if
----------
fully set forth herein; and a copy of the existing "Safety Instructions" is
attached hereto as Schedule I and incorporated by reference as if fully set
----------
forth herein.
1.45 "System Operator" shall mean the central dispatching agency
responsible for Seller's control area operations, or its successor.
1.46 "T&D System" shall mean the PTF and non-PTF facilities owned,
controlled or operated by Seller.
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1.47 "T&D Service" means the services provided to Buyer by Seller
on Seller's T&D System. T&D Service over non-PTF is offered under Seller's
Open Access Transmission Tariff and any applicable State of Maine tariff, as
amended from time to time. T&D Service over PTF is offered under the NEPOOL
Tariff.
ARTICLE 2.0
TERM
----
2.0 Term.
----
2.1 This Agreement shall become effective as of the Closing Date,
and shall continue in full force and effect for thirty years. Upon notice by
either Party at the end of the 29/th/ year of a desire to extend this
Agreement, the Parties shall negotiate in good faith to extend or renegotiate
this Agreement.
2.2 The Parties shall meet on an annual basis to discuss the
continuing needs of the Parties.
2.3 For Interconnection Service, T&D Service and Voltage and
Reactive Control requirements set forth in Section 4.2.2, if:
(i) FERC, any State or State regulatory commission, the
System Operator, NEPOOL or Maine Satellite implements a change
in any law, regulation, rule or practice, or
(ii) Seller, upon approval of FERC, implements a change in
any law, regulation, rule or practice, which change affects or
is reasonably expected to affect Seller's provision of
Interconnection Service to Buyer or Voltage and Reactive
Control Requirements set forth in Section 4.2.2, the Parties
shall negotiate in good faith to determine the amendments, if
any, to this Agreement necessary to conform the terms of
Interconnection Service or Voltage and Reactive Control
Requirements to such change, and Seller shall file such
amendments with FERC; provided that if the Parties are unable
to reach agreement as to what, if any, amendments are
necessary and Seller unilaterally files an amendment with
FERC, Buyer shall have the right to oppose
9
<PAGE>
such filing and participate fully in any proceeding
established by FERC to address such amendment.
2.4 Any changes to any provision of this Agreement, including
those affecting Interconnection Service and T&D Service, shall be made in
accordance with Article 27 herein.
2.5 The applicable provisions of this Agreement shall continue in
effect after cancellation or termination hereof to the extent necessary to
provide for final billings, billing adjustments and payments pertaining to
liability and indemnification obligations arising from acts or events that
occurred while this Agreement was in effect.
ARTICLE 3.0
CONTINUING OBLIGATIONS AND RESPONSIBILITIES
-------------------------------------------
3.0 Continuing Obligations and Responsibilities.
-------------------------------------------
3.1 Interconnection Service and T&D Service.
---------------------------------------
3.1.1 Seller shall provide Buyer with Interconnection Service
and T&D Service over the Interconnection Facilities and the T&D System as
Buyer determines that it requires under the terms and conditions specified in
this Agreement (including Schedule L) and Seller's Open Access Transmission
----------
Tariff, as provided in Section 5.1.1.
3.1.1.1 Buyer agrees that certain operational limits may apply
to the Purchased Assets as set forth more fully in Schedule F "Transmission
----------
Constraints on Generation," a copy of which is attached hereto and
incorporated by reference as is fully set forth herein. Buyer further agrees
that the constraints, which are based upon assumed operating conditions, may
change from time to time, due to changes in the T&D System which may be beyond
Seller's control.
3.1.1.2 Each of the Purchased Assets for which Buyer is
requesting Interconnection Service and/or T&D Service shall require a separate
description of the associated Interconnection Facilities as part of Schedule
--------
A, a copy of which is attached hereto and incorporated by reference herein as
-
if fully set forth herein. Interconnection Service shall not include the
interconnection to the T&D System or the PTF of any other generating unit of
the Buyer, wherever located.
10
<PAGE>
3.1.2 Seller shall provide Interconnection Service and/or T&D
Service at the Points of Interconnection specified in Schedule A. Seller
----------
agrees to permit Buyer to interconnect the Purchased Assets as long as Buyer
continues to operate such facilities pursuant to Good Utility Practice. Buyer
shall at all times operate the Purchased Assets consistent with Schedule B,
----------
Seller's "Technical Interconnection Requirements for Generation," as amended
by Seller from time to time on a non-discriminatory basis, unless any such
requirement is otherwise waived by Seller.
3.1.3 Buyer shall be responsible for making arrangements and
payments under the applicable tariffs for transmission, distribution and
ancillary services associated with the delivery of capacity and/or energy from
Buyer's Purchased Assets. Buyer shall also be responsible for making
arrangements and payments for capacity, energy, transmission, distribution and
ancillary services associated with the acquisition and/or delivery of capacity
and/or energy to the Buyer's facilities for the Buyer's station service
requirements.
3.1.4 In the event Seller determines that Buyer's existing
interconnection for the Purchased Assets or any modification to such Purchased
Assets requires an addition to or modification of the Interconnection
Facilities Charge, Seller shall notify Buyer of the necessity of the addition
or modification and its suggested impact on the Interconnection Facilities
Charge. Seller and Buyer shall negotiate in good faith any change in such
Charge, which change shall reflect only actual documented costs, consistent
with Schedule L.
----------
3.1.5 In the event Seller no longer requires or utilizes any of the
Interconnection Facilities, Buyer may, at its option, elect to purchase said
facilities from Seller at their fair market value, determined by agreement of
the Parties or, if they are unable to agree, pursuant to Article 13.
3.2 Access Easements, Conveyances, Licenses, and Restrictions.
---------------------------------------------------------
3.2.1 General. The dispatch and ownership points of demarcation
-------
and certain operation procedures and practices for the Interconnection
Facilities and T&D System are set forth in Schedule A and the Separation
---------- ----------
Document. The Parties hereby agree to provide each other access to facilities,
--------
properties, equipment, and records as may be necessary and convenient to
enable each other to Maintain
11
<PAGE>
their respective facilities, equipment, and property in a manner consistent
with Good Utility Practice. Such access shall be provided in a manner so as
not to unreasonably interfere with the ongoing business operations, rights,
and obligations of the other Party.
3.2.2 Without limiting the generality of Section 3.2.1, Seller
shall have access to all of its substation, telecommunication, transmission,
or distribution systems, equipment and Secondary Systems and facilities
located on Buyer's property, and Buyer shall have access to all of its
equipment and property located on any Sellers' property, through the
Easements.
3.2.3 Said Easements granted to Seller by Buyer and by Buyer to
Seller are intended to be of a permanent nature and shall not be revoked by
the grantor, nor shall the grantor take any action that would impede,
restrict, diminish, or terminate the rights of access or use granted by such
Easements. Notwithstanding the foregoing (a) should the grantee, or its
successors or assigns, decide to permanently abandon the use of any Easement
or portion thereof, the grantee shall send the grantor written notice of such
intent, and the grantee shall cause a release of said Easement or any portion
thereof to be recorded in the appropriate Registry of Deeds; and (b) either
Party may request the other to relocate any or all of the Easement locations
within a generating station or upon a generating station site, whereupon the
Parties shall negotiate in good faith an appropriate relocation, provided,
however, that the Party requesting the relocation shall pay all reasonable
costs and expenses associated with the relocation and the grantor shall
execute or obtain, in a form reasonably satisfactory to the grantee and
suitable for recording, all instruments necessary to establish the new
easement location. Both Parties agree to use commercially reasonable efforts
to establish a mutually agreeable location if requested.
3.2.4 Buyer shall grant Seller and Seller shall grant Buyer
additional conveyances, easements, or licenses as are necessary for ownership,
possession, maintenance, operation, or repair of its equipment and facilities
as long as said conveyances, easements or licenses do not have a material
adverse impact upon grantor's operations and are consistent with the purpose
of this Agreement. The grantee of such easement shall use all reasonable
measures to exercise its rights thereunder in a manner which does not
interfere with grantor's operations.
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<PAGE>
3.2.5 Both Parties shall provide keys, access codes, or other
access methods necessary to enter each other's facilities. Access shall only
be granted to Qualified Personnel and access shall be exercised to minimize
interference with the grantor's operations.
3.2.6 Both Parties agree not to temporarily restrict a Party's
right hereunder to access the other Party's property, facilities, or equipment
without prior written notification, except in an emergency situation (in which
case the restricted access shall last no longer than three (3) calendar days,
unless an alternate means of access is provided).
3.2.7 Neither Party shall make changes to the site topography or
accesses, including but not limited to grading or drainage, that could
reasonably be expected to affect the other Party's facilities or common use
drainage or pollution controls systems without the prior written consent of
the other Party, such consent not to be unreasonably withheld.
3.3 Facility and Equipment Maintenance.
----------------------------------
3.3.1 Each Party shall maintain the roadways, property, equipment,
and facilities and access to said facilities that it owns, unless otherwise
provided in the Separation Document.
-------------------
3.3.2 Unless otherwise specified herein, or unless the Parties
mutually agree to a different arrangement, neither Party shall be responsible
for the maintenance of the other Party's equipment or Secondary Systems, as
defined by the Separation Document, regardless of the location of the
-------------------
equipment or Secondary Systems.
3.3.3 In addition to the requirements set forth elsewhere in this
Agreement, each Party shall Maintain its equipment and facilities and perform
its maintenance obligations that could reasonably be expected to affect the
operations of the other Party in a safe and efficient manner and pursuant to
Good Utility Practice.
3.3.4 Equipment Maintenance and Testing Obligations.
---------------------------------------------
3.3.4.1 Buyer shall maintain all of its equipment and facilities
connected to Seller's T&D System and Seller shall maintain all of its
equipment and facilities connected to Buyer's generation facilities in a
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<PAGE>
safe and efficient manner and in accordance with Good Utility Practice,
applicable regulations and requirements of Maine Satellite, NEPOOL, the System
Operator, NPCC, or NERC, or their duly authorized successors.
3.3.4.2 Buyer shall furnish Seller with preliminary generator
annual maintenance Schedules and a five year projected maintenance Schedule in
June of each year for the following calendar year. Upon a reasonable request
by Seller, Buyer shall test, calibrate, verify or validate the telemetering,
data acquisition, protective relay, control equipment or systems or other
equipment or software pursuant to Good Utility Practice, which currently
requires such action on an annual basis, consistent with Buyer's obligation to
maintain its equipment and facilities, or for the purpose of trouble shooting
problems on interconnected facilities. Buyer shall be responsible for all
costs to test, calibrate, verify or validate Buyer's equipment or software.
3.3.4.3 Pursuant to the foregoing Section 3.3.4.1 and subject to
Section 3.6.1, Buyer shall supply Seller, at no cost to Seller, with copies of
inspection reports, installation and maintenance documents, test and
calibration records, verifications and validations of the telemetering, data
acquisition, protective relay, or other equipment or software connected to
Seller's T&D System.
3.4 New Construction or Modifications.
---------------------------------
3.4.1 Seller may construct or modify its T&D System pursuant to
Good Utility Practice and Buyer may install, construct or modify generation
facilities interconnected to Seller's T&D System pursuant to Good Utility
Practice.
3.4.2 Notwithstanding the foregoing, no modifications to or new
construction of facilities, or access thereto, including but not limited to
rights of way, fences, and gates, shall be made by either Party which might
reasonably be expected to affect the other Party with respect to obligations
and responsibilities under this Agreement, without prior written notification
as set forth in Section 3.4.4, and without providing the other Party with
sufficient information regarding the work prior to commencement to enable such
Party to evaluate the impact of the proposed work on its operations. All such
modifications to or new construction of facilities shall be carried out in a
manner, using commercially reasonable efforts, with
14
<PAGE>
consideration given to minimizing adverse effects upon the other Party's
operations.
3.4.3 For new generation installations or modifications that would
reasonably be expected to impact Seller's T&D System both Parties agree to
comply with Good Utility Practice and, as to the portion of the Party's
facilities being modified, with the Seller's "Technical Interconnection
Requirements for Generation," as they may be modified from time to time. A
copy of Seller's existing Technical Interconnection Requirements for
Generation is set forth in Schedule B and incorporated by reference as if
----------
fully set forth herein.
3.4.4 For all construction work, major modifications, or circuit
changes involving new or existing facilities, equipment, systems or circuits
that could reasonably be expected to affect the operation of either Party, the
Party desiring to perform said work shall provide the other Party with
drawings, plans, specifications, and other necessary documentation for review
at least 30 days prior to the beginning of construction.
3.5 Inspections.
-----------
3.5.1 General. Each Party shall, at its own expense, have the
-------
right, but not the obligation, to inspect or observe the maintenance
activities, equipment tests, installation, construction, or other
modifications to the other Party's equipment, systems, or facilities which
might reasonably be expected to affect the observing Party's operations. The
Party desiring to inspect or observe shall notify the other Party in
accordance with the notification procedures set forth in Section 3.15.
3.5.1.1 If the Party inspecting the equipment, systems, or
facilities observes any deficiencies or defects, which might reasonably be
expected to adversely impact the operations of the observing Party, the
observing Party shall notify the Party owning the equipment or systems and
said owner shall make any corrections necessitated by Good Utility Practice.
Notwithstanding the foregoing, the inspecting Party shall have no liability
whatsoever for any failure to give such notice, it being agreed that such
owning Party shall be fully responsible and liable for all such activities,
tests, installation, construction or modification.
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3.5.2 Transmission and Telecommunications Structural Facilities.
---------------------------------------------------------
3.5.2.1 Ownership of joint use transmission and telecommunication
structural facilities essential to both generation operations and T&D System
reliability will be delineated in the Separation Document. The owner shall
-------------------
maintain said facilities pursuant to Good Utility Practice. An initial
inspection of said facilities shall be conducted during the initial inspection
process described in Section 3.5.3.
3.5.2.2 The Party who owns the facilities shall provide a copy of
any written reports to the other Party summarizing inspections and describing
any loose hardware, foundation problems, guy, shield or ground wire
deficiencies, corrosion or observed defects. The Party owning the equipment
shall be responsible for correcting any noted deficiency, corrosion, or
observed defects within six months, unless Good Utility Practice requires
earlier correction.
3.5.2.3 In the case of telecommunication structures owned by Buyer
upon which Seller has equipment installed, Seller shall have the right to
inspect said structures annually and provide Buyer with a report documenting
any deficiencies. Buyer shall then make any corrections necessitated by Good
Utility Practice.
3.5.2.4 In the case of telecommunication structures owned by Seller
upon which Buyer has equipment installed, Buyer shall have the right to
inspect said structures annually and provide Seller with a report documenting
any deficiencies. Seller shall then make any corrections necessitated by Good
Utility Practice.
3.5.3 Initial Inspection; Development of Separation Document.
------------------------------------------------------
Notwithstanding Section 2.1, Buyer shall, without derogation of and in
addition to any rights it may have under the APA, be entitled prior to the
Closing Date to inspect, in accordance with this Section 3.5.3, all Purchased
Assets, and Excluded Assets adjacent to any ownership or dispatch points of
demarcation, as shown in Schedule A or the Separation Document, to verify
---------- -------------------
and/or determine the accuracy of the data, drawings, and records contained in
Schedule A or the Separation Document and to ascertain the Primary dispatch
---------- -------------------
and ownership points of demarcation and the Secondary System ownership points
of demarcation. Buyer shall also be entitled to inspect all points of
termination of control cable owned by Seller in
16
<PAGE>
any of the generating plants included in the Purchased Assets. The Parties
shall cooperate to schedule Buyer's inspections at each generating station
included in the Purchased Assets (commencing two months after the execution of
this Agreement) so that any interference with the operation of each generating
station is minimized, to the extent reasonably feasible, and so that Buyer may
complete, to the extent reasonably practicable, the inspections of (i) all
generating stations/equipment included in the Purchased Assets within four (4)
months after the execution of this Agreement, and (ii) all real estate,
including any surveys that Buyer may, at its expense, elect to conduct, within
six (6) months after the execution of this Agreement. Seller shall provide
Buyer with access to the generating stations at the times scheduled for the
inspection. Buyer shall provide qualified engineering, operations, and
maintenance personnel to conduct the inspections and Seller shall provide
qualified engineering, operations, and maintenance personnel to escort Buyer's
personnel and to assist Buyer's personnel in conducting the inspections.
3.5.3.1 During the six (6) months following the execution of this
Agreement, Buyer and Seller shall cooperate in the development of the
Separation Document, which shall conform to the terms set forth in the
-------------------
definition of said term contained in Section 1.40. Seller shall be
responsible for developing the initial draft of the Separation Document, which
-------------------
Seller shall submit to Buyer for comment by March 1, 1998. If the Separation
----------
Document has not been agreed upon by Seller and Buyer within said six (6)
--------
month period, those aspects of the Separation Document which remain in dispute
-------------------
shall be resolved as provided in Article 13.
3.5.3.2 Each Party shall bear its own costs of participating in the
inspections referred to in Section 3.5.3 and in the development of the
Separation Document.
-------------------
3.6 Information Reporting Obligations.
---------------------------------
3.6.1 Notwithstanding anything to the contrary in this Agreement,
any obligation set forth in this Agreement for Buyer to provide information,
reports, or data to Seller shall be subject to the following limitations: (a)
such information, reports, or data shall be subject to Section 7.l; (b) Buyer
shall be required to provide such information, reports or data only to the
extent Seller reasonably requires such information to operate, Maintain, or
plan the T&D System or the regional network pursuant to
17
<PAGE>
Good Utility Practice; (c) Seller shall request information, reports, and data
from Buyer on a non-discriminatory basis with respect to generators
interconnected to the T&D System, as necessary, in Seller's judgment, for the
purposes set forth in clause (d), below; (d) Seller shall use any information
provided by Buyer pursuant to this Agreement only for the purposes of
operating, maintaining and planning the T&D System or the regional network
pursuant to Good Utility Practice; and (e) if and to the extent that any of
the functions for which Seller requires certain information, reports, or data
is no longer performed by Seller, which function has been adequately assumed
by the System Operator, Buyer's provision of such information, reports, or
data to the System Operator shall satisfy its corresponding obligation under
this Agreement. If Buyer believes that any information, report, or data
requested by Seller is excluded under any of the foregoing limitations, it
shall nevertheless provide the information, report or data pending resolution
of the dispute under Article 13 if such information, report or data, in
Seller's judgment: (i) constitutes information gathered through the means
described in Section 3.6.4 or otherwise comprises real time generating
information; (ii) is required as a result of, or to enable Seller, in a timely
fashion, to respond to or prevent, any emergency condition; (iii) is required
to enable Seller in a timely fashion to Maintain the safety, reliability,
stability, and integrity of the T&D System, or to avoid endangering life or
property; or (iv) is otherwise required by Seller (before a dispute between
the Parties regarding the appropriateness of Seller's request can be resolved)
in order for Seller to operate, Maintain or plan the T&D System, pursuant to
Good Utility Practice. The Parties agree to cooperate in good faith to
expedite the resolution of any disputes arising under this Section 3.6.1.
3.6.2 Subject to Section 3.6.1, in order to maintain
Interconnection Service or T&D Service, Buyer shall promptly provide Seller
with all information in Buyer's possession which could reasonably be expected
to impact Seller's T&D System and which is reasonably requested by NPCC, NERC,
NEPOOL, the Maine Satellite, or the System Operator.
3.6.3 Subject to Section 3.6.1, Buyer shall supply accurate,
complete, and reliable information in response to data requests necessary for
operations, maintenance, regulatory requirements and analysis of the T&D
System. Such information may include metered values for MW, Mvar, voltage,
current, amp, frequency, breaker status indication, or any other information
reasonably required by
18
<PAGE>
Seller for reliable operation of the T&D System pursuant to Good Utility
Practice.
3.6.4 Subject to Section 3.6.1, information pertaining to
generation, transmission and distribution operating parameters shall be
gathered by Buyer for electronic transmittal to Seller using one or more of
the following: supervisory control and data acquisition (SCADA), remote
terminal unit (RTU) equipment, and remote access pulse recorders (RAPR) or
other analog or digital telemetering equipment. File formats, communication
protocols, frequency and timing of data transfers must be acceptable to the
Seller. Any cost to modify Seller's systems to accept the electronic
transmittals shall be at the expense of Buyer.
3.6.5 Seller at its cost shall provide information to Buyer
concerning the status and/or condition of the T&D System and parts thereof in
accordance with the requirements of FERC Orders 888 and 888-A and 889 and 889-
A and any successor thereto, including in particular any requirements
pertaining to the provision of information affecting the availability of
transmission services over an Open Access Same-Time Information System
maintained by Seller or the System Operator on Seller's behalf.
3.7 Local Services.
--------------
3.7.1 General. The Parties agree that, due to the integration of
-------
certain control schemes, revenue metering applications, and communication
networks, it is cost effective to provide each other with the services set
forth in Sections 3.8 and 3.9 below at the prices referenced therein.
3.7.1.1 The Parties shall use commercially reasonable efforts to
ensure that services provided by one Party to the other Party pursuant to
Sections 3.8 and 3.9 shall be available at all times and in the manner and at
the prices specified herein. Notwithstanding the foregoing, either Party may
change the services, provided that there is no cost to the receiving Party and
the quality, reliability and integrity of the replacement services is
equivalent to the existing services.
3.7.1.2 Neither party shall terminate any services set forth in
Sections 3.8 and 3.9 below that it agrees to provide to the other Party,
without the other Party's written consent or without, in the case of the
services set forth in Sections 3.8.6, 3.9.4, 3.9.5, and
19
<PAGE>
3.9.6, at least one (1) month's prior written notification, and, with respect
to all other services set forth in Sections 3.8 and 3.9, at least twelve (12)
months' prior written notification; provided, however, if either Party no
longer needs or desires a particular service provided under Sections 3.8 or
3.9 said Party shall notify the other Party and the providing Party shall
terminate said services as soon thereafter as practicable.
3.7.2 Temporary Suspension of Section 3.8 and 3.9 Services. The
----------------------------------------------------
Party providing the services set forth in Sections 3.8 and 3.9 below shall
notify and obtain approval from the affected Party of any scheduled temporary
suspension of services at least 5 working days in advance of such suspension.
Such notification shall include an estimated time duration for a return to
normal conditions.
3.7.2.1 In the event of any unscheduled or forced suspension of the
services set forth in Sections 3.8 and 3.9 below, the providing Party shall
promptly notify the other Party first verbally and then in writing. The
providing Party shall use all reasonable efforts to minimize the duration of
said suspension.
3.7.2.2 The Parties agree to use commercially reasonable efforts to
complete any repairs, modifications or corrections that are necessary to
restore suspended services pursuant to Sections 3.8 and 3.9 below to the other
Party as soon as reasonably practicable.
3.8 Seller Provided Local Services.
------------------------------
3.8.1 Substation Service AC and DC Power. Seller shall provide
----------------------------------
Buyer at no charge, with ac and dc substation service power in the quantities,
at the levels, and in the substation locations where such power is provided
from substation facilities immediately prior to Closing as set forth in the
Separation Document.
-------------------
3.8.2 Building Services. At no cost to Buyer, Seller shall own,
-----------------
repair, maintain, and provide Buyer with heating, ventilation, air
conditioning, lighting, and other building services, at the levels in
existence for winter and summer conditions immediately prior to Closing, for
Buyer's storage spaces, offices, and control houses within Seller's
facilities. If Buyer desires a higher level of service, Buyer and Seller
shall mutually agree upon the upgrade and price for said upgrade. Buyer shall
pay Seller for the upgrade.
20
<PAGE>
3.8.3 Revenue Metering. Seller shall own, maintain, and repair all
----------------
Revenue Meters, conduct meter accuracy and tolerance tests, and prepare all
calibration reports required for equipment that measures energy transfers
between Buyer and Seller. Said reports shall be in accordance with NEPOOL
CRS-13, as amended from time to time, and any applicable State regulatory
requirements, as amended from time to time. Buyer may request that Seller
provide to Buyer the opportunity to review and comment upon said reports prior
to issuance. Seller shall maintain all Revenue Meters at Seller's expense.
All Revenue Meters shall be sealed, and the seals shall be broken only by
Seller, upon occasions when the meters are to be inspected, tested or
adjusted.
3.8.4.1 The Parties agree that if the metering equipment and the
Point of Receipt are not at the same location, electrically, the measured
quantities shall be compensated, as set forth in Schedule D, to record
----------
delivery of electricity in a manner that accounts for energy losses occurring
between the metering point and the Point of Receipt both when the generating
unit is delivering energy to Seller and when Seller is delivering station
service power to Buyer.
3.8.4.2 If at any time, any metering equipment is found to be
inaccurate by a margin of greater than that allowed under the applicable
NEPOOL criteria, rules and standards, Seller shall cause such metering
equipment to be made accurate or replaced. Meter readings for the period of
inaccuracy shall be adjusted so far as the same can be reasonably ascertained;
provided, however, no adjustment shall be made prior to the point of time
halfway between the time of the last successful test and the time the
inaccuracy is corrected, except by agreement of the Parties. Each Party shall
comply with any reasonable request of the other concerning the sealing of
meters, the presence of a representative of the other Party when the seals are
broken and tests are made, and other matters affecting the accuracy of the
measurement of electricity delivered from each Purchased Asset. If either
Party believes that there has been a meter inaccuracy, failure or stoppage, it
shall promptly notify the other.
3.8.5 Line Operation Information. Both Parties shall require
--------------------------
remote access to site specific line operation information at Seller's
facilities. Seller shall make such information available to Buyer at no cost
in accordance with FERC Order 889 and 889-A and any successor orders thereto.
21
<PAGE>
3.8.6 Generation Communication Systems Services. Seller may
-----------------------------------------
provide telecommunications maintenance services to Buyer, at an agreed upon
cost as provided in Section 5.2, for those services set forth in Schedule E, a
----------
copy of which is attached hereto and incorporated by reference as if fully set
forth herein.
3.9 Buyer Provided Local Services.
-----------------------------
3.9.1 Substation Service AC and DC Power. Buyer shall provide
----------------------------------
Seller, at no charge, with ac and dc substation service power in the
quantities, at the levels, and in the substation locations where such power is
provided from generation facilities sold to Buyer immediately prior to Closing
as set forth in the Separation Document.
-------------------
3.9.2 Building Services. At no cost to Seller, Buyer shall own,
-----------------
repair, maintain and provide Seller with heating, ventilation, air
conditioning, lighting, and other building services at the levels in existence
for winter and summer conditions immediately prior to Closing, for relay,
control and communications room, offices, control houses or other related
transmission areas or spaces within Buyer's facilities. If Seller desires a
higher level of service, Seller and Buyer shall mutually agree upon the
upgrade and price of said upgrade. Seller shall pay Buyer for the upgrade.
3.9.3 Remote Terminal Units. All data collected by Buyer-owned
---------------------
remote terminal units (RTU's) at each of Buyer's facilities, as defined in the
Separation Document, shall be made available to Seller at no cost to Seller.
-------------------
3.9.3.1 All equipment used for RTU's and other data collection or
transmission shall be approved by Seller, whose approval shall not be
unreasonably withheld.
3.9.4 Line Operation Information. Both Parties shall require
--------------------------
remote access to site specific line operations information at Buyer's
facilities. Buyer shall make such information available to Seller at no cost,
as permitted in accordance with FERC Order 889 and 889-A and any successor
orders thereto.
3.9.5 Meter Reader Services. Buyer may provide Seller, at an
---------------------
agreed upon cost as provided in Section 5.2, with meter reading services at
locations set forth in Schedule D hereto which require a manual read.
----------
22
<PAGE>
3.9.6 Substation Operations and Maintenance Services. At Seller's
----------------------------------------------
request, Buyer shall provide Qualified Personnel to provide substation
operations and maintenance services to Seller as described in Schedule C, at
----------
an agreed upon cost as provided in Section 5.2.
3.9.7 To the extent that a load serving entity has customers that
are served from those of Seller's distribution facilities that are
interconnected to certain Hydroelectric Assets and such load serving entity
could not provide service to its customers in the event of an outage of
certain of Seller's transmission facilities, Buyer agrees to negotiate in good
faith with such load serving entity the rates and terms under which Buyer will
make wholesale sales to enable such load serving entity to provide service to
its customers.
3.10 Communications Services.
-----------------------
3.10.1 If Buyer desires to utilize Seller's communication equipment
for necessary microwave fiber optics, or similar communications services,
Buyer will become a participant in the Shared Telecommunications Network
(STN), and will abide by the terms and conditions of the STN Agreement dated
June 1, 1990 a copy of which is attached hereto as Schedule G and incorporated
----------
by reference as if fully set forth herein. At its option, Buyer may make
other arrangements for communications services.
3.10.2 To the extent permitted by law, Seller shall assign to Buyer
all necessary licenses for two-way radio equipment, antennas, and other
associated hardware used locally at Buyer's generation facilities, and not
used by Seller or in conjunction with Seller, immediately prior to the
Closing.
3.10.3 Seller shall, after providing notice to Buyer in accordance
with Sections 3.15.2 and 3.16 below, at its own expense, have the right to
modify, add or upgrade communication equipment including but not limited to
antennae, wave guides and cables on Buyer's structures as required for
transmission or distribution system operations, provided that said upgrades
have no long term adverse impact upon Buyer's operations and shall not require
Buyer to incur any costs, unless compensated.
3.11 Spare Parts.
-----------
3.11.1 Where practicable and available, each Party shall provide
the other Party with spare parts in
23
<PAGE>
the event of emergencies or equipment failures. The Parties shall mutually
agree upon payment for or replacement of said spare parts.
3.12 Emergency Procedures.
--------------------
3.12.1 Seller shall provide Buyer with prompt verbal notification
of T&D System emergencies which may reasonably be expected to affect Buyer's
operation of its facilities, and Buyer shall provide Seller with prompt verbal
notification of generation equipment emergencies which may reasonably be
expected to affect Seller's operations. Said verbal notification shall be
followed within 24 hours with written notification. The written notification
shall describe the extent of damage or deficiency, anticipated length of
outage and the corrective action.
3.12.2 If a Party determines in its good faith judgment that an
emergency endangers or could endanger life or property, the Party recognizing
the problem shall take such action as may be reasonable and necessary to
prevent, avoid, or mitigate injury, danger, or loss. If, however, the
emergency involves transmission or distribution electrical equipment, Buyer
shall notify Seller's dispatch personnel prior to performing any switching
operations.
3.12.3 Each of Buyer and Seller may, consistent with Good Utility
Practice, have the System Operator take whatever actions or inactions it deems
necessary during emergency operating conditions, without liability to the
other Party for such actions or inactions, to: (i) preserve public safety;
(ii) preserve the integrity of the T&D System or Buyer's equipment or
property, (iii) limit or prevent damage, or (iv) expedite restoration of
service.
3.13 Service Interruptions.
---------------------
3.13.1 If at any time, in the reasonable exercise of (i) the System
Operator's, (ii) the Maine Satellite's or, (iii) with respect to portions of
the T&D System subject to Seller's dispatch, the Seller's judgment, operation
of Buyer's equipment might reasonably be expected to have an adverse impact on
the quality of service or interfere with the safe and reliable operation of
the T&D System, Seller may discontinue Interconnection Service and/or T&D
Service until the condition has been corrected. Unless the System Operator,
the Maine Satellite or Seller perceives that an emergency exists or the risk
of one is
24
<PAGE>
imminent, Seller shall give Buyer reasonable notice of its intention to
discontinue Interconnection Service and/or T&D Service and, where practical,
allow suitable time for Buyer to remove the interfering condition. Seller's
judgment with regard to the interruption of service under this paragraph shall
be made pursuant to Good Utility Practice. In the case of such interruption,
Seller shall immediately confer with Buyer regarding the conditions causing
such interruption and its recommendation concerning timely correction thereof.
In the event Interconnection Service and/or T&D Service is interrupted under
this Section due to Buyer's failure to operate and maintain the Purchased
Assets pursuant to Good Utility Practice, Buyer shall compensate Seller for
all costs reasonably incurred by Seller attributable to the interruption and
restoration of Interconnection Service and/or T&D Service.
3.14 Non-Dispatchability Notification.
--------------------------------
3.14.1 If a Buyer's generation unit is not dispatchable by NEPOOL
or the System Operator, Buyer shall notify Seller, to the extent feasible, at
least 48 hours in advance of its intent to take the unit temporarily off-line
and it shall provide Seller with a Schedule of when generation will be
resumed.
3.14.2 In circumstances such as forced outages, Buyer shall notify
Seller of its generating unit's temporary interruption of generation as soon
as practicable; and it shall provide Seller, as soon as practicable, with a
Schedule of when generation will be resumed.
3.15 Scheduled Maintenance Notification and Coordination.
---------------------------------------------------
3.15.1 T&D System Maintenance. Seller shall consult with Buyer
----------------------
regarding timing of scheduled maintenance of the transmission facilities which
might reasonably be expected to affect Buyer's generating units. Seller shall,
to the extent practicable, Schedule any testing, shutdown, or withdrawal of
said facilities to coincide with Buyer's scheduled outages. To facilitate
such consultation and to the extent the information is not available from the
Maine Satellite in a timely manner, in June of each year, or on another date
mutually acceptable to the Parties, Buyer shall furnish Seller with non-
binding preliminary generator maintenance Schedules covering the upcoming
year. Buyer shall furnish Seller with non-binding updates to such Schedules
to reflect significant changes.
25
<PAGE>
If Buyer desires Seller to perform maintenance during a time period other
than a scheduled outage, Seller shall use commercially reasonable efforts to
meet Buyer's request as long as it might not reasonably be expected to have an
adverse economic impact upon Seller or Seller's other transmission customers.
If Buyer's request has, or is estimated in Seller's reasonable opinion to
have, an adverse economic impact upon Seller, and Buyer is willing to
reimburse Seller for the costs incurred by Seller, Seller shall make
commercially reasonable efforts to comply with Buyer's request.
In the event Seller is unable to Schedule the outage of its facilities to
coincide with Buyer's schedule, Seller shall use commercially reasonable
efforts to notify Buyer, in advance, of reasons for the outage, the time
scheduled for it to take place, and its expected duration. Seller shall use
due diligence to restore the facilities to service as quickly as possible.
3.15.2 Local Routine Inspection and Maintenance. Seller shall
----------------------------------------
provide advance notice to Buyer's watch engineer (or equivalent) by telephone
before Seller's personnel enter Buyer's facilities for routine measurements,
inspections, and meter reads. Buyer shall provide advance notice by telephone
to Seller's dispatch personnel (or equivalent) before Buyer's personnel enter
Seller's facilities for routine measurements, inspections and meter reads.
For all other non-disruptive work that does not require equipment
outages, the Party desiring to perform Routine Inspection and Maintenance on
equipment in the other Party's facilities, shall provide said Party with at
least 16 hours' prior written notice.
For work that will require equipment outages or that is reasonably
expected to impact system security the Party desiring to perform the Routine
Inspection and Maintenance shall provide said Party with at least 72 hours'
prior written notification and such work shall be scheduled to minimize
adverse effects upon the other Party.
3.16 Safety.
------
3.16.1 General. Subject to Article 9, the Parties agree to be
-------
solely responsible for and assume all liability for the safety and supervision
of their own employees, agents, representatives, and subcontractors.
26
<PAGE>
3.16.1.1 The Parties agree that all work performed by either Party
which could reasonably be expected to affect the operations of the other Party
shall be performed in accordance with all applicable laws, rules, and
regulations pertaining to the safety of persons or property, including without
limitation, compliance with the safety regulations and standards adopted under
the Occupational Safety and Health Act of 1970 as amended from time to time,
the National Electric Safety Code as amended from time to time and Good
Utility Practice.
3.16.2 Switching, Tagging and Grounding. Each Party shall comply
--------------------------------
with Seller's Switching, Tagging and Grounding Rules, in existence on the
Closing Date and as they may be modified from time to time, at all utility
Primary and Secondary system equipment interconnections or demarcation points.
Seller will notify Buyer of any changes in its Switching, Tagging and
Grounding Rules.
3.16.2.1 Each Party, in accordance with Seller's Switching, Tagging
and Grounding Rules, shall be responsible for training, testing, and
certifying operators for inclusion on a Joint Tag List. Every three months,
each Party shall provide the other Party with an updated list of employees
qualified for inclusion on the Joint Tag List. Buyer shall be responsible for
all switching, tagging and grounding on Buyer's side of the demarcation point,
as set forth in the Separation Document; and Seller shall be responsible for
-------------------
all switching, tagging and grounding at the demarcation point and on Seller's
side of the demarcation point.
3.17 Environmental Compliance and Procedures.
---------------------------------------
3.17.1 The Parties shall comply with all applicable Environmental
Laws, including but not limited to, the Resource Conservation and Recovery
Act.
3.17.2 The Parties shall comply with all local notification and
response procedures required for all applicable environmental and safety
matters.
3.17.3 Each Party shall notify the other first verbally and then in
writing, of any hazardous material releases, asbestos, or lead abatement or
any type of remediation activities within 24 hours of occurrence if within the
reasonable judgment of the Party said activities could reasonably be expected
to have a material adverse impact upon the operations of the other Party.
27
<PAGE>
3.17.4 Neither Party shall knowingly take any actions which might
reasonably be expected to have a material adverse environmental impact upon
the operations of the other Party without prior written notification and
agreement between the Parties.
3.17.5 Neither Party shall require the other to modify any
substation SPCC physical structures including containment systems, unless
required by law, and neither Party shall require the other Party to modify its
Stormwater Management Systems unless required by law.
3.17.6 Seller and Buyer agree to coordinate with each other
concerning any site regulatory required plans, including but not limited to
SPCC and SWPPP required by Maine regulatory agencies.
ARTICLE 4.0
OPERATIONS
----------
4.0 Operations.
----------
4.1 General. The Parties agree to operate all equipment that
-------
could reasonably be expected to have a material impact on the operations of
the other Party in a safe and efficient manner and in accordance with all
applicable Federal, state, and local laws, and the rules, regulations, and
codes of governmental agencies, and Good Utility Practice.
4.2 Buyer's Operating Obligations.
-----------------------------
4.2.1 General. Seller shall request permission from the System
-------
Operator or the Maine Satellite prior to opening and/or closing circuit
breakers in accordance with applicable switching and operations procedures and
at the designated Dispatch Points of Demarcation identified in Schedule A and
----------
as they may be updated in the Separation Document.
-------------------
4.2.1.1 Buyer shall carry out all switching orders from Seller's
dispatch personnel, the System Operator, or Maine Satellite in a timely
manner.
4.2.1.2 Buyer shall keep Seller advised of its generating units'
capabilities of participation in system restoration and/or if it has black
start capability.
28
<PAGE>
4.2.1.3 The electrical supply to the Point of Interconnection shall
be in the form of three-phase 60 HERTZ alternating current at a voltage class
determined by mutual agreement of the Parties.
4.2.1.4 Buyer's equipment shall conform with industry standards for
harmonic distortion and voltage fluctuation.
4.2.2 Voltage or Reactive Control Requirements. Unless otherwise
----------------------------------------
agreed to by the Parties, Buyer shall operate its existing interconnected
generation facilities with automatic voltage regulators. The voltage
regulators will control voltage at the Points of Interconnection consistent
with the range of voltage set forth in Schedule J as may be amended by Seller,
----------
the System Operator or the Maine Satellite from time to time, a current copy
of which is attached hereto and incorporated by reference as if fully set
forth herein. Compensation to Buyer, if any, for providing such reactive
power and voltage support shall be in accordance with applicable provisions of
Seller's Open Access Transmission Tariff and/or the NEPOOL Tariff, as amended
from time to time.
4.2.2.1 Buyer acknowledges that the System Operator or Maine
Satellite may direct Buyer to deactivate the automatic voltage regulator and
to supply reactive power pursuant to a Schedule provided by the System
Operator or the Maine Satellite.
4.2.2.2 If Buyer fails to operate a generating facility included in
the Purchased Assets in accordance with Schedule J and to the extent the
----------
generating facility is operating, Seller may, in its reasonable discretion,
provide written notice to Buyer of Seller's intent to remedy that situation.
If Buyer does not commence appropriate action within seven (7) days of notice,
Seller may then take necessary action at Buyer's expense, to remedy Buyer's
default, including the installation of capacitor banks or other reactive
compensation equipment necessary to ensure the proper voltage or reactive
supply at the generating facility. Seller shall, to the extent feasible,
minimize the impact of such action on Buyer's generation operations,
including, at a minimum, by installing any such equipment outside any building
housing a generating unit. Nothing in this Section 4.2.2.2 shall obligate
Buyer to operate any Purchased Asset beyond the available design capability of
such Purchased Asset.
29
<PAGE>
4.2.2.3 Buyer shall notify the Maine Satellite or the System
Operator, to the extent required by the Maine Satellite or the System
Operator, if a generating unit(s) reaches a VAR limit, if there is any
deviation from the assigned voltage schedule, or if any automatic voltage
regulator is removed from or restored to service.
4.2.2.4 In addition to voltage regulation, Buyer shall adhere to
the Maine Satellite's and the System Operator's system restoration plan and
black start criteria, as amended from time to time. A copy of the plan in
existence immediately prior to Closing is attached hereto as Schedule K and
----------
incorporated by reference as if fully set forth herein.
4.2.3 Default. If Buyer's equipment fails to perform consistent
-------
with the terms and conditions of Article 4 and such failure reasonably can be
expected to have a material adverse impact on Seller's T & D System, then
Buyer will be deemed to be in default and Interconnection Service and T&D
Service may be suspended by Seller immediately and such Interconnection
Service and T&D Service may be terminated permanently upon authorization from
FERC.
4.2.4 Buyer acknowledges that the Maine Satellite and the System
Operator may have the right to require reduced or increased generation from
the Purchased Assets in accord with the NEPOOL Tariff and applicable rules of
NEPOOL and the System Operator.
4.3 Seller's Operating Obligations.
------------------------------
4.3.1 General. All operations, including start-up, shutdown and
-------
determination of hourly generation, will be coordinated by the Maine Satellite
and/or the System Operator.
4.3.2 Seller, the Maine Satellite and/or the System Operator shall,
as provided in the NEPOOL Agreement, the NEPOOL Tariff, Seller's Open Access
Transmission Tariff, any applicable State of Maine tariff, or any rule or
practice of NEPOOL, the Maine Satellite or the System Operator, have the right
to require reduced or increased generation in accord with Good Utility
Practice, at times when T&D System conditions present transmission
restrictions or otherwise adversely affect Seller's other customers. Seller
will use commercially reasonable efforts to resolve the problems to allow
Buyer to return to the operating level prior to the notice to reduce
generation.
30
<PAGE>
4.3.3 Seller reserves the right, in accord with Good Utility
Practice, to specify generator requirements that impact the T&D System, such
as excitation, droop and automatic generation control, as modified from time
to time on a non-discriminatory basis. Buyer agrees to comply with such
specifications at Buyer's expense.
4.4 Auditing of Accounts and Records. Within two (2) years
--------------------------------
following a calendar year, during normal business hours, Buyer and Seller
shall have the right to audit each other's accounts and records pertaining to
transactions under this Agreement at the offices where such accounts and
records are maintained; provided that appropriate notice shall have been given
prior to any audit and provided that the audit shall be limited to those
portions of such accounts and records that relate to services provided to the
other under this Agreement for said calendar year. The Party being audited
will be entitled to review the audit report and any supporting materials,
which shall be subject to the provisions of Article 7.
ARTICLE 5.0
COST RESPONSIBILITIES, T&D RATES AND BILLING PROCEDURES
-------------------------------------------------------
5.0 Cost Responsibilities, T&D Rates and Billing Procedures.
-------------------------------------------------------
5.1 Buyer's Interconnection Cost Responsibilities and T&D Rates.
-----------------------------------------------------------
5.1.1 (a) Buyer shall be responsible for all costs relative to
Buyer's allocated share of the Interconnection Facilities as provided in
Schedule L, a copy of which is attached hereto and incorporated by reference
----------
as if fully set forth herein. Seller shall annually update the
Interconnection Facilities Charge, applying the formula set forth in
Attachment 1 to Schedule L, on or about June 1, based upon actual historical
-----------
data for the preceding calendar year.
(b) Seller shall provide T&D Service on the terms described
below:
(i) As used in this Section "Network Resource" and
"Network Transmission Customer" have the meanings set forth in
the Seller's Open Access Transmission Tariff.
31
<PAGE>
(ii) All transmission of energy from any of the Purchased
Assets that interconnect to Seller's T&D System through
facilities that are not PTF, to the extent that such Purchased
Assets are not designated as a Network Resource by a Network
Transmission Customer that is directly connected to Seller's
T&D System, will be subject to charges for T&D Services under
Seller's Open Access Transmission Tariff. Actual charges will
be based upon the amount of transmission (and, if applicable,
distribution) service reserved by Buyer. Buyer must conform to
the guidelines outlined in Seller's Open Access Transmission
Tariff in order to receive T&D Service, and must conform to
the NEPOOL Tariff in order to receive T&D Service over PTF.
This provision shall be construed in a manner consistent with
Seller's Open Access Transmission Tariff.
(iii) If the Purchased Assets connect to Seller's T&D
System through PTF facilities, Buyer shall conform to the
NEPOOL Tariff and shall not be charged for T&D Service by
Seller.
(iv) To the extent that the Buyer's generation from a
Purchased Asset is designated as a Network Resource by one or
more Network Transmission Customers who are directly connected
to Seller's T&D System, then (to that extent) Buyer will not
be charged a rate for T&D Service (such expenses being
assessed by Seller to the Network Transmission Customers).
(v) In the event of any conflict between (x) the
provisions of Seller's Open Access Transmission Tariff and/or
the NEPOOL Tariff, on the one hand, and (y) the provisions of
this Agreement and the Schedules attached hereto (as the
Agreement and Schedules may be amended from time to time), on
the other hand, the provisions of the Seller's Open Access
Transmission Tariff and/or the NEPOOL Tariff will control.
32
<PAGE>
5.1.2 Notwithstanding any other provision of this Agreement, Buyer
also agrees to be responsible for payment of all applicable ancillary service
charges and other administrative charges under Seller's Open Access
Transmission Tariff and/or the NEPOOL Tariff.
5.1.3 Buyer and Seller shall share equally the monetary cost for
telephone lines that transmit information on the status of generation and
transmission to the Maine Satellite.
5.2 Cost Responsibilities for Local Services.
----------------------------------------
5.2.1 Each Party shall be responsible for the costs for services
provided to the other Party in Section 3.8 and 3.9 as set forth in said
Sections.
5.2.2 For services which have identified prices/rates Schedules set
forth herein, said payment shall be in accord with said Schedules as in effect
from time to time. For services which require reimbursement but do not have
identified price/rate schedules, the Parties shall agree upon the price/rate
to be paid prior to performing or providing said services.
5.3 Billing Procedures.
------------------
5.3.1 General. Within a reasonable time after the first day of
-------
each month, each Party shall prepare an invoice for those reimbursable
services (other than T&D Services) provided to the other Party under this
Agreement during the preceding month.
5.3.2 Each invoice shall delineate the month in which the services
were provided, shall fully describe the services rendered and shall be
itemized to reflect the services performed or provided.
5.3.3 The invoice shall be paid within thirty (30) days of
issuance. All payments shall be made in immediately available funds payable
to the other Party, or by wire transfer to a bank named by the invoicing
Party.
5.3.4 Disputed amounts shall be placed in an interest bearing
escrow account, subject to resolution.
5.4 Payment Not a Waiver. Payment of invoices by either Party
--------------------
shall not relieve the paying Party from any responsibilities or obligations it
has under this Agreement;
33
<PAGE>
nor shall it constitute a waiver of any claims arising hereunder.
5.5 Interest on Unpaid Balances. The rate of interest on any
---------------------------
unpaid amounts (including amounts placed in escrow) shall be equal to the
Index Rate in effect from time to time, plus two percent (2%) per annum.
Interest on delinquent amounts shall be calculated from the due date of the
bill to the date of payment. When payments are made by mail, bills shall be
considered as having been paid on the date of receipt by the other Party.
5.6 Default. In the event either Party fails to make payment to
-------
the other Party on or before the due date as described above, and such failure
of payment is not corrected within thirty (30) calendar days after the Party
notifies the Party in default to cure such failure, a default by said Party
shall be deemed to exist. If Buyer defaults upon an Interconnection
Facilities Charge payment, Seller may initiate a proceeding with FERC, as set
forth below, to terminate such service but shall not terminate service until
FERC authorizes any such request. If the Parties default on any other
payment, the provisions of Article 13.0 shall apply.
5.6.1 In the event of a billing dispute between Seller and Buyer,
Seller and Buyer will continue to provide services as long as the other Party
(i) continues to make all payments not in dispute, and (ii) pays into an
escrow account the portion of the invoice in dispute, pending resolution of
such dispute. If Buyer fails to meet these two requirements for continuation
of Interconnection Service, then Seller may provide notice to Buyer of its
intention to suspend such service in sixty (60) days, in accordance with
FERC's policy.
ARTICLE 6.0
DOCUMENTATION
-------------
6.0 Documentation.
-------------
6.1 General.
-------
6.1.1 The Parties shall provide each other with appropriate
documentation, consistent with Good Utility Practice, in the form of written
test records, operation and maintenance procedures, drawings, material lists,
or descriptions, whenever a Party makes an alteration, change, or
modification to its property, equipment, or facilities that could reasonably
be expected to affect the other Party,
34
<PAGE>
or whenever such documentation is necessary for maximizing operational
efficiencies or promoting safety or environmental compliance.
6.1.2 Except to the extent set forth in Article 7 below, all
documentation furnished to or obtained by the Parties pursuant to this
Agreement shall be confidential and shall be treated as "Proprietary
Information," as set forth in Article 7 below.
6.1.3 Prior to performing any modifications to equipment or
portions of facilities that are jointly used, operated, or maintained as set
forth in the Separation Document, the Party desiring to implement the change
-------------------
shall submit the proposed changes, in accordance with Sections 3.15 and 3.4.4,
to the other Party for review. The Party initiating the change shall allow
the other Party 30 days to review the proposed changes.
6.1.4 Upon completion of any modifications to equipment or
facilities that shall be jointly used, operated, or maintained, but no later
than 90 days thereafter, the Party initiating the modifications shall issue
"as built" drawings to the other Party.
6.1.5 Each Party shall be responsible for its own equipment,
inspections, maintenance, construction, and modifications, and the other
Party's review of, or comments on any document provided by the initiating
Party, shall not relieve the initiating Party of its responsibility for the
correctness and adequacy of the work to be performed.
6.2 Drawings.
--------
6.2.1 Description. Seller shall identify, number, and provide
-----------
Buyer with a duplicate set of the most current drawings designated "Common"
that represent equipment or facilities that shall be jointly used, operated,
or maintained. Said drawings shall consist, at a minimum of, of one or more
of the following:
System One-Lines - Single page format
drawings used for
dispatch and
operation purposes
35
<PAGE>
<TABLE>
<S> <C>
One-Line Drawings - Prints used in conceptual design which
provide detail on facility and system
interconnections.
Elementary Diagrams - Printings which provide a higher level
of detail than one-line drawings and
identify on a single line basis current
and voltage transformer locations,
protection relay types, and meter and
control connections.
Three-Line Diagrams- Prints which provide the highest level
of detail for the facilities in a three
line format with specific current and
voltage transformer connections, relay
and meter terminations.
Schematic Drawings - Prints which provide information on
Or apparatus controls, switch developments,
Elementaries etc.
Relay and Control Prints which describe physical panel
Panel Front View and layout, relay, terminal block and
Wiring Diagrams - device locations, writing and other
construction details
</TABLE>
36
<PAGE>
<TABLE>
<S> <C>
Other Physical Prints which include information on
Drawings - foundations, equipment layouts,
grounding, panel construction, site
plans, etc.
</TABLE>
6.2.2 Each Party shall be responsible for drawing updates and
corrections to their respective drawings and all shall provide copies to the
other Party as soon as practicable thereafter.
6.2.3 Except as otherwise noted on the document or drawing,
Seller makes no representations as to the accuracy, detail, or completeness of
the documents or drawings provided to Buyer at or before the Closing; and
Buyer shall release Seller from any liability arising as a result of Buyer's
use of such documentation or drawings.
6.3 Maintenance or Operations Documentation. Seller shall provide
---------------------------------------
Buyer with technical maintenance or operations documentation, if available,
for protection, communications and primary electrical equipment.
ARTICLE 7.0
CONFIDENTIALITY
---------------
7.0 Confidentiality.
---------------
7.1 Confidentiality of Seller.
-------------------------
Seller shall hold in confidence, unless compelled to disclose by judicial
or administrative process or other provisions of law, all documents and
information furnished by Buyer in connection with this Agreement. Except to
the extent that such information or documents are (i) generally available to
the public other than as a result of a disclosure by Seller, (ii) available to
Seller on a non-confidential basis prior to disclosure to Seller by Buyer, or
(iii) available to Seller on a non-confidential basis from a source other than
Buyer provided that such source is not known, and by reasonable effort could
not be known, by Seller to be bound by a confidentiality agreement with Buyer
or otherwise prohibited from transmitting the information to Seller by a
contractual, legal or fiduciary obligation, Seller shall not release or
disclose such information to any other person, except to its employees,
contractors and agents on a need-to-know basis, in connection with this
Agreement who has not first been
37
<PAGE>
advised of the confidentiality provisions of this Section 7.1 and has agreed
in writing to comply with such provisions. In no event shall such information
be disclosed in violation of the requirements of FERC Orders 889 and 889-A,
and any successor thereto. Seller shall promptly notify Buyer if it receives
notice or otherwise concludes that the production of any information subject
to this Section 7.1 is being sought under any provision of law. Seller may
utilize information subject to this Section 7.1 in any arbitration proceeding
under Article 13, subject to a confidentiality agreement with the
arbitrator(s) and other participants.
7.2 Confidentiality of Buyer.
------------------------
Buyer shall hold in confidence, unless compelled to disclose by
judicial or administrative process or other provisions of law, all documents
and information furnished by Seller in connection with this Agreement. Except
to the extent that such information or documents are (i) generally available
to the public other than as a result of a disclosure by Buyer, (ii) available
to Buyer on a non-confidential basis prior to disclosure to Buyer by Seller,
or (iii) available to Buyer on a non-confidential basis from a source other
than Seller, provided that such source is not known, and by reasonable effort
could not be known, by Buyer to be bound by a confidentiality Agreement with
Seller or otherwise prohibited from transmitting the information to Buyer by a
contractual, legal or fiduciary obligation, Buyer shall not release or
disclose such information to any other person, except its employees,
contractors and agents on a need-to-know basis, in connection with this
Agreement, who has not first been advised of the confidentiality provision of
this Section 7.2 and has agreed to comply in writing with such provisions.
Buyer shall promptly notify Seller if it receives notice or otherwise
concludes that the production of any information subject to this Section 7.1
is being sought under any provision of law. Buyer may utilize information
subject to this Section 7.1 in any arbitration proceeding under Article 13,
subject to a confidentiality agreement with the arbitrator(s) and other
participants.
7.3 Confidentiality of Audits.
-------------------------
The independent auditor performing any audit, as referred to in
Section 4.4, shall be subject to a confidentiality agreement between the
auditor and the Party being audited. Such information shall be treated as
confidential except to the extent that its disclosure is
38
<PAGE>
required by regulatory or judicial order, for reliability purposes pursuant to
Good Utility Practice, pursuant to the FERC's rules and regulations as set
forth in 18 C.F.R. Part 37, as amended from time to time, or as required by
the System Operator pursuant to NEPOOL information sharing policies. Except
as provided herein, neither Party will disclose the audit information to any
third party, without the other Party's prior written consent. Audit
information in the hands of the Party not being audited shall be subject to
all provisions of Section 7.1 or 7.2, as applicable.
7.4 Remedies.
--------
The Parties agree that monetary damages by themselves would be
inadequate to compensate a Party for the other Party's breach of its
obligations under Section 7.1 or 7.2, as applicable. Each Party accordingly
agrees, subject to Section 19.1, that the other Party shall be entitled to
equitable relief, by way of injunction or otherwise if the first Party
breaches or threatens to breach its obligations under Section 7.1 or 7.2, as
applicable.
ARTICLE 8.0
DEFAULT
-------
8.0 Default.
-------
8.1 General. Seller shall be entitled to operate and/or purchase
-------
at fair market value from Buyer such DC power systems, components of
protection and metering circuits, SCADA equipment, secondary circuit
components, communication equipment, and building facilities, software,
documentation, and structural components associated with the foregoing, that
are necessary for Seller to operate and/or maintain its transmission and
distribution business if:
(a) Buyer shall commence any case under federal bankruptcy laws
or other proceeding under any similar law of any jurisdiction for the
relief of debtors or shall petition or apply for the appointment of a
trustee or other custodian, liquidator, or receiver for Buyer or for any
substantial part of the Purchased Assets;
(b) a decree or order for relief shall be entered in respect of
Buyer in an involuntary case under federal bankruptcy laws or in any
other proceeding under any similar law of any jurisdiction for the relief
of debtors or a decree or order shall be entered appointing a trustee or
other custodian,
39
<PAGE>
liquidator, or receiver for Buyer or for any substantial part of the
Purchased Assets;
(c) Buyer shall cease its operations without having an
assignee, successor, or transferee in place; or
(d) Buyer or Buyer's assignee, successor, or transferee shall
fail to perform, keep or observe any term, provision, condition, covenant
or agreement set forth in this Agreement, which failure adversely affects
Seller's T&D System, the Interconnection Facilities and/or the regional
network.
In the event that Section 8.1(d) is applicable, Seller shall give Buyer or
Buyer's assignee, successor or transferee written notice, pursuant to Article
20, of its intent to implement its rights under this Section 8.1, which notice
shall specify the actual or alleged failure of Buyer to comply with such
obligations or duties. Seller shall then be entitled to implement this
Section 8.1 only if Buyer or Buyer's assignee, successor or transferee fails:
(a) to notify Seller within fifteen (15) Business Days after
receipt of Seller's notice by Buyer or Buyer's assignee, successor or
transferee of the steps it will take to remedy such failure, and
(b) to remedy such failure within
(i) ten (10) days after the delivery of Buyer's
notification to Seller, or
(ii) such longer period as is necessary to remedy the
failure if (x) the failure cannot be reasonably remedied
within ten (10) days, (y) Buyer or Buyer's assignee, successor
or transferee commences action to remedy such failure within
ten (10) days and takes, or permits Seller to take, interim
measures to minimize the adverse impacts of the failure on the
T&D System or the Interconnection Facilities, and (z) the
failure does not, in the Seller's judgment exercised pursuant
to Good Utility Practice, endanger life or property or impair
or create a significant risk to the safety, reliability,
stability, or integrity of the T&D System or the
40
<PAGE>
Interconnection Facilities (in which case Seller may implement
its rights under Section 8.1 as necessary in its judgment to
avert such condition).
If Buyer and Seller shall be unable to agree upon the fair market value of
any such property for purposes of this Section, the matter shall be resolved
pursuant to Article 13, and Seller shall be entitled to operate such property
pending such resolution.
8.2 Failure to Pay; Interest. In addition to, and not in
------------------------
limitation of, Sections 5.6 and 8.1 (but subject to Section 5.6 regarding
terminations of service), in the event either Party (a "Defaulting Party")
fails to make a payment to the other Party on or before the date when due
(including, without limitation, any payment under Section 8.3), and such
failure is not corrected within thirty (30) calendar days after the other
Party notifies the Defaulting Party to cure such failure, the other Party
shall be entitled payment of all sums due by the Defaulting Party, together
with interest on all said amounts, until paid, at a rate of interest that is
two percent (2%) greater than the Index Rate.
8.3 Performance of Obligations of a Defaulting Party. If either
------------------------------------------------
Party (a "Defaulting Party") fails to carry out its obligations under this
Agreement and such failure could reasonably be expected to have an adverse
effect on Seller's T&D System, the Interconnection Facilities, Buyer's
facilities or the regional network, the other Party, following ten (10) days'
prior written notice to the Defaulting Party (except in cases of emergencies
in which case only such notice as shall be reasonably practicable in the
circumstances) may, but shall not be obligated to, perform the obligations of
the Defaulting Party hereunder (including, without limitation, maintenance
obligations), in which case the Defaulting Party shall, upon presentation of
an invoice therefor, reimburse the other Party for all costs and expenses
incurred by it in performing said obligations of the Defaulting Party
hereunder (including, without limitation, costs associated with its employees
and the costs of appraisers, engineers, environmental consultants and other
experts retained by said Party in connection with performance of obligations
of the Defaulting Party), together with interest on all said amounts, until
paid, at a rate of interest that is two percent (2%) greater than the Index
Rate.
41
<PAGE>
8.4 Collection Expenses. The Defaulting Party shall pay the other
-------------------
Party's actual costs of collection and attempted collection, including,
without limitation: (a) those expenses incurred or paid to collect or attempt
to collect obligations due said other Party under or pursuant to this
Agreement, (b) expenses of dealing with any person or entity in any bankruptcy
proceeding, (c) all out-of-pocket expenses incurred by said other Party for
said other Party's attorney and paralegal fees, disbursements, and costs, all
at such rates and with respect to such services as said other Party in its
sole discretion may elect to pay (as such rates may vary from time to time
during the course of the performance of such services) including the costs of
attorneys who are employees of said other Party, and (d) the costs of
appraisers, engineers, environmental consultants and other experts that may be
retained by said other Party in connection with such collection efforts.
8.5 Rights Cumulative. The rights and remedies of both Parties
-----------------
in this Article 8 and elsewhere set forth in this Agreement are cumulative and
non-exclusive.
ARTICLE 9.0
DAMAGE TO EQUIPMENT, FACILITIES AND PROPERTY
--------------------------------------------
9.0 Damage to Equipment, Facilities and Property.
--------------------------------------------
9.1 Buyer's Responsibility.
----------------------
Except to the extent of Seller's reckless or willful conduct, and
subject to Section 10.3, Buyer shall be responsible for all physical damage to
or destruction of property, equipment and/or facilities owned by Buyer and/or
its affiliates, regardless of who brings the claim and regardless of who
caused the damage and Buyer shall not seek recovery or reimbursement from
Seller for such damage.
9.2 Seller's Responsibility.
-----------------------
Except to the extent of Buyer's reckless or willful conduct, Seller
shall be responsible for all physical damage to or destruction of property,
equipment and/or facilities owned by Seller and/or its affiliates, regardless
of who brings the claim and regardless of who caused the damage and Seller
shall not seek recovery or reimbursement from Buyer for such damage.
42
<PAGE>
9.3 Disputes.
--------
Any claims by either Party against the other under this subsection
are subject to the dispute resolution process described in Article 13.
9.4 Limitation of Liability.
-----------------------
In no event shall either Party be liable for any consequential or
indirect damages, including for lost profits or revenues, to the other Party
(or anyone claiming through it) which such Party suffered as a result of
physical damage to its property, equipment and/or facilities.
9.5 Insurance.
---------
The obligations under this Article 9.0 shall not be limited in any
way by any limitation on either Party's insurance, and each Party waives any
subrogation which any of its insurers may have against the other Party.
ARTICLE 10.0
INDEMNIFICATION
---------------
10.0 Indemnification.
---------------
10.1 Buyer's Indemnification.
-----------------------
10.1.1 Buyer shall indemnify, hold harmless and defend Seller, its
parent and affiliates, their officers, directors, employees, agents and
assigns, from any and all claims and/or liability for injuries, including
death, to any person or for damage to property other than property, equipment
and/or facilities belonging to either Buyer or Seller, including, without
limitation, any claims by employees of Buyer, Seller or one of their
affiliates or subcontractors (including all attorneys' fees and costs), caused
in whole or in part by any act or omission of Buyer (and/or one of its
affiliates or subcontractors), when so caused without any fault on Seller's
part.
10.1.2 Buyer shall indemnify, hold harmless and defend Seller, its
parent and affiliates, their officers, directors, employees, agents and
assigns for Buyer's proportionate share of any and all claims and/or liability
for injuries, including death, to any person or for damage to property other
than property, equipment and/or facilities belonging to either Buyer or
Seller, including, without limitation, any claims by employees of Buyer,
Seller
43
<PAGE>
or one of their affiliates or subcontractors (including all expenses, legal or
otherwise), caused in whole or in part by any act or omission of both Buyer
(and/or one of its affiliates or subcontractors) and Seller (and/or one of its
affiliates or subcontractors). For the purposes of this provision, "Buyer's
proportionate share" includes the percentage of fault attributed to Buyer
and/or its affiliates or subcontractors.
10.1.3 In the event and to the extent that a claim is made by an
employee of Buyer against Seller and/or its parent, affiliates, officers,
directors, employees, agents and/or assigns, Buyer shall indemnify Seller
and/or its parent, affiliates, officers, directors, employees, agents and/or
assigns as set forth in Sections 10.1.2 and 10.1.3 above to the same extent as
if the claim was made by a non-employee of Buyer. Accordingly, in order to
render the parties' intent and this indemnity agreement fully enforceable,
Buyer hereby expressly and without reservation waives any defense or immunity
it may have under any applicable workers' compensation laws or any other
statute or judicial decision, including, without limitation, Diamond
International Corp. v. Sullivan & Merritt, Inc., 493 A.2d 1043 (Me. 1985),
disallowing or limiting such indemnification and consents to a cause of action
for indemnity.
10.1.4 As part of its indemnification obligations as set forth
above, Buyer agrees to indemnify Seller for all attorneys' fees and costs,
Seller incurs in establishing its right to indemnity.
10.2 Seller's Indemnification.
------------------------
10.2.1 Seller shall indemnify, hold harmless and defend Buyer, its
parent and affiliates, their officers, directors, employees, agents and
assigns from any and all claims and/or liability for injuries, including
death, to any person or for damage to property other than property, equipment
and/or facilities belonging to either Buyer or Seller, including, without
limitation, any claims by employees of Buyer, Seller or one of their
affiliates or subcontractors (including all attorneys' fees and costs), caused
in whole or in part by any act or omission of Seller (and/or one of its
affiliates or subcontractors), when so caused without any fault on Buyer's
part.
10.2.2 Seller shall indemnify, hold harmless and defend Buyer, its
parent and affiliates, their officers, directors, employees, agents and
assigns for
44
<PAGE>
Seller's proportionate share of any and all claims and/or liability for
injuries, including death, to any person or for damage to property other than
property, equipment and/or facilities belonging to either Buyer or Seller,
including, without limitation, any claims by employees of Buyer, Seller or one
of their affiliates or subcontractors (including all attorneys' fees and
costs), caused in whole or in part by any act or omission of both Buyer
(and/or one of its affiliates or subcontractors) and Seller (and/or one of its
affiliates or subcontractors). For the purposes of this provision, "Seller's
proportionate share" includes the percentage of fault attributed to Seller
and/or its Affiliates or subcontractors.
10.2.3 In the event and to the extent that a claim is made by an
employee of Seller against Buyer and/or its parent, affiliates, officers,
directors, employees, agents and/or assigns, Seller shall indemnify Buyer
and/or its parent, affiliates, officers, directors, employees, agents and/or
assigns as set forth in Sections 10.2.1 and 10.2.2 above to the same extent as
if the claim was made by a non-employee of Seller. Accordingly, in order to
render the parties' intent and this indemnity agreement fully enforceable,
Seller hereby expressly and without reservation waives any defense or immunity
it may have under any applicable workers' compensation laws or any other
statute or judicial decision, including, without limitation, Diamond
International Corp. v. Sullivan & Merritt, Inc., 493 A.2d 1043 (Me. 1985),
disallowing or limiting such indemnification and consents to a cause of action
for indemnity.
10.2.4 As part of its indemnification obligations as set forth
above, Seller agrees to indemnify Buyer for all attorneys' fees and costs,
Buyer incurs in establishing its right to indemnity.
10.3 Limitation on Seller's Responsibility.
-------------------------------------
Buyer acknowledges that Seller's sale of the Purchased Assets was on
an "as is" basis (except as expressly provided in the APA), and the parties
agree and acknowledge that any claims arising out of or caused by Seller's
ownership, use or maintenance of the Purchased Assets during the period of
Seller's ownership, regardless of who brings the claims shall be governed
solely by the APA.
45
<PAGE>
10.4 Indemnification Procedures.
--------------------------
If either Party intends to seek indemnification under this Article
10.0 from the other Party with respect to any claim or action, the Party
seeking indemnification shall give the other Party notice of such claim within
thirty (30) days of the commencement of, or actual knowledge of, such claim
or action. Such notice shall describe the claim in reasonable detail, and
shall indicate the amount (estimated if necessary) of the claim that has been
or may be sustained by said Party. To the extent that the other Party is
actually and materially prejudiced as a result of the failure to provide such
notice, such notice will be a condition precedent to any liability of the
other Party under the provisions for indemnification contained in this
Agreement. The Party being indemnified may, if in its reasonable judgment its
interests are adverse to the interests of the indemnifying Party, elect to
assume at its own expense and by its own counsel the defense of the claim, in
which case the indemnifying Party shall cooperate in good faith and at its own
expense with the Party being indemnified in such defense. Neither Party may
settle or compromise any claim without the prior consent of the other Party;
provided, however, said consent shall not be unreasonably withheld.
10.5 Survival; No Limitation. The indemnification obligations of
-----------------------
each Party under this Article 10.0 shall continue in full force and effect
regardless of whether this Agreement has expired or been terminated or
canceled and shall not be limited in any way by any limitation on insurance,
on the amount or types of damages, or by any compensation or benefits payable
by the Parties under any applicable workers' compensation acts, disability
benefit acts or other employee acts.
ARTICLE 11.0
INSURANCE
---------
11.0 Insurance.
---------
11.1 General. The Parties agree to maintain at their own cost
-------
and expense, fire, liability, workers' compensation, and other forms of
insurance relating to their property and facilities in the manner and amounts
set forth in Schedule M, as both Parties may from time to time, agree to
----------
amend, a current copy of which is attached hereto and incorporated by
reference as if fully set forth herein.
46
<PAGE>
11.2 Certificates of Insurance; Claims Made Coverage. The Parties
-----------------------------------------------
agree to furnish each other with certificates of insurance evidencing the
insurance coverage set forth in Schedule M and additional insured status. The
----------
Parties agree to notify and send copies to the other of any policies
maintained hereunder written on a "claims made" basis. The Parties may
require the other to maintain tail coverage for six years on all policies
written on a "claims made" basis.
11.3 Notice of Cancellation, Etc. Every contract of insurance
----------------------------
providing the coverages required in Schedule M shall contain the following or
----------
equivalent clause: "No reduction, cancellation or expiration of the policy
shall be effective until ninety (90) days from the date written notice thereof
is actually received by said Party." Upon receipt of any notice of reduction,
cancellation or expiration, the Party shall immediately notify the other Party
in accordance with Article 20.
11.4 Additional Insureds. Each Party and its Affiliates shall be
-------------------
named as additional insureds on the general liability insurance policies set
forth in Schedule M under this Agreement; and each Party shall waive its
----------
rights of recovery against the other for any loss or damage covered by such
policy.
11.5 Failure to Comply. Failure of either Party to comply with
-----------------
the foregoing insurance requirements, or the complete or partial failure of an
insurance carrier to fully protect and indemnify the other Party or their
Affiliates or the inadequacy of the insurance, shall not in any way lessen or
affect the obligations or liabilities of each Party to the other.
11.6 Waiver of Subrogation. The Parties on behalf of themselves,
---------------------
their parents, and affiliates, each waive any right of subrogation under their
respective insurance policies for any liability each has agreed to assume
under this Agreement. Evidence of this requirement shall be noted on all
certificates of insurance.
ARTICLE 12.0
FORCE MAJEURE
-------------
12.0 Force Majeure.
-------------
12.1 General. Notwithstanding anything in this Agreement to the
-------
contrary, Buyer and Seller shall not be liable in damages or be otherwise or
responsible to the
47
<PAGE>
other for a failure to carry out any of its obligations under this Agreement
if and only to the extent that they are unable to so perform or are prevented
from performing by an event of force majeure. Such exclusion from liability
shall extend for the period of time necessitated by such event of force
majeure.
12.2 Content of Term. The term "force majeure" as used herein,
---------------
means those causes beyond the reasonable control of the Party affected, which
through the exercise of Good Utility Practice and reasonable care that Party
could not have avoided, including without limitation the following: any act
of God, labor disturbance, act of the public enemy, war, insurrection, riot,
fire, storm or flood, explosion, breakage or accident to machinery or
equipment, order, regulation or restriction imposed by governmental military
or lawfully established civilian authorities, or any other cause of a similar
nature beyond a Party's reasonable control.
12.3 Procedures. If a Party shall rely on the occurrence of an
----------
event or condition described above, as a basis for being excused from
performance of its obligations under this Agreement, then the Party relying on
the event or condition shall: (i) provide prompt written notice of such force
majeure event to the other Party giving an estimation of its expected duration
and the probable impact on the performance of its obligations hereunder; (ii)
exercise all reasonable efforts to continue to perform its obligations under
this Agreement, (iii) expeditiously take commercially reasonable action to
correct or cure the event or condition excusing performance; provided that
settlement of strikes or other labor disputes will be completely within the
sole discretion of the Party affected by such strike or labor dispute; (iv)
exercise all reasonable efforts to mitigate or limit damages to the other
Party; and (v) provide prompt notice to the other Party of the cessation of
the event or condition giving rise to its excuse from performance. All
performance obligations hereunder, shall be extended by a period equal to the
term of the resultant delay.
ARTICLE 13.0
DISPUTES
--------
13.0 Disputes.
--------
13.1 Actions Prior to Arbitration. Except for disagreements
----------------------------
pertaining to Interconnection Facilities Charges and T&D Service payments
pursuant to Section 5.6 above and as provided in Sections 13.2.1 and 13.8, any
48
<PAGE>
disagreement between the Parties as to their rights and obligations arising
out of or relating to this Agreement shall first be addressed by the Parties.
In the event that representatives of Buyer and Seller are unable in good
faith, to satisfactorily resolve their disagreement, they shall refer the
matter to their respective senior management. Operational representatives of
each Party shall meet and confer in person at least once before referring the
matter to senior management.
13.2 Applicability of Arbitration. Except as provided in Section
----------------------------
13.2.1 or 13.8 below, if after using their reasonable efforts to try to
resolve the dispute (which shall include at least one face to face meeting
attended by representatives of senior management of both Parties), senior
management has not resolved the dispute in 30 days, independent arbitration
proceedings, as set forth below, shall be utilized to resolve the dispute.
13.2.1 Notwithstanding Section 13.2 above, disagreements between
the Parties as to their rights and obligations arising out of Article 10 shall
not be considered "Arbitrable Claims."
13.3 Selection of Arbitrator; Arbitration Process. Any
--------------------------------------------
arbitration initiated under this Agreement shall be conducted before a single
neutral arbitrator appointed by the Parties. For purposes of this Agreement
an arbitrator shall not be considered "neutral" if the arbitrator has
previously served as an arbitrator for a dispute involving the Parties or is a
present or former lawyer, employee or consultant of a Party or any of its
affiliates. The arbitrator shall be knowledgeable in matters that are the
subject of the dispute, and shall not have any current or past substantial
business or financial relationships with any Party to the arbitration. Any
arbitration under this Agreement shall be initiated by written request of a
Party. Copies of any such request shall be served on the other Party, and
shall specify the issue or issues in dispute and summarize the Party's claim
with respect thereto. Within ten business days after receipt of such a
request, authorized representatives of the Parties shall confer and attempt to
agree upon appointment of a single neutral arbitrator. If such agreement is
not accomplished within 15 business days after receipt of such a request, any
Party may request the American Arbitration Association ("AAA") to administer
the arbitration and to appoint an arbitrator in accordance with its Commercial
Arbitration Rules, which rules shall govern the conduct of the arbitration in
the absence of contrary agreement by all
49
<PAGE>
Parties. An arbitrator appointed by the AAA shall be a neutral arbitrator,
shall be knowledgeable in the matters that are the subject of the dispute, and
shall not have any current or past substantial business or financial
relationship with either Party, all as more fully set forth above. Within 5
business days of the appointment of an arbitrator, either Party may object to
the appointment on the grounds that the arbitrator selected does not meet the
foregoing criteria, by filing a written notice of objection with the AAA,
whereupon the AAA shall appoint a different arbitrator. The arbitrator shall
within thirty days of the conclusion of the hearing, unless such time is
extended by agreement of all Parties, notify the Parties in writing of his
decision, stating his reasons for such decision and separately listing his
findings of fact and conclusions of law.
13.4 Time Schedule. Unless otherwise agreed, the arbitrator
-------------
shall render a decision within ninety (90) days of appointment and shall
notify the Parties in writing of such decision and the reasons therefor.
13.5 Procedure. The arbitrator shall be authorized only to
---------
interpret and apply the provisions of this Agreement or any related agreements
entered into under this Agreement and shall have no power to modify or change
any of the above in any manner. The decision of the arbitrator shall be final
and binding upon the Parties, and judgment on the award may be entered in any
court having jurisdiction. The decision of the arbitrator may be challenged
solely on the grounds that the conduct of the arbitrator, or the decision
itself, violated the standards set forth in the Federal Arbitration Act and/or
any applicable Maine law, or for review of errors of law. The final decision
of the arbitrator must also be filed with FERC if it affects jurisdictional
rates, terms and conditions of service or facilities.
13.6 Remedies.
--------
13.6.1 The arbitrator shall not award punitive damages or
multiple damages or any other damages not measured by the prevailing Party's
actual damages.
13.6.2 Any award of damages by the arbitrator shall be
determined, limited and controlled by the limitation of damages provisions in
this Agreement.
13.6.3 The arbitrator may, in its discretion, award pre-award
and post-award interest on any
50
<PAGE>
damages award; provided, however, that the rate of pre-award or post-award
interest shall not exceed a rate equal to the Index Rate plus two percent (2%)
per annum. Except as provided in Article 8, the arbitrator shall not award
costs, including attorneys' fees, expenses and the costs of the arbitration.
13.7 Confidentiality. The existence, contents, or results of any
---------------
arbitration hereunder may not be disclosed without the prior written consent
of both Parties; provided, however, either Party may make disclosures as may
be necessary to fulfill regulatory obligations to any regulatory bodies having
jurisdiction, and may inform their lenders, affiliates, auditors, and
insurers, as necessary, under pledge of confidentiality and can consult with
experts as required in connection with the arbitration under pledge of
confidentiality. If any Party seeks preliminary injunctive relief from any
court to preserve the status quo or avoid irreparable harm pending mediation
or arbitration, the Parties agree to use commercially reasonable efforts to
keep the court proceedings confidential, to the maximum extent permitted by
law.
13.8 FERC Jurisdiction Over Certain Disputes.
---------------------------------------
13.8.1 Nothing in this Agreement shall preclude, or be construed
to preclude, any Party from filing a petition or complaint with FERC with
respect to any arbitrable claim over which FERC has jurisdiction. In such
case, the other Party may request FERC to reject or to waive jurisdiction. If
FERC rejects or waives jurisdiction, with respect to all or a portion of the
claim, the portion of the claim not so accepted by FERC shall be resolved
through arbitration, as provided in this Agreement. To the extent that FERC
asserts or accepts jurisdiction over the claim, the decision, finding of fact,
or order of FERC shall be final and binding, subject to judicial review under
the Federal Power Act, and any arbitration proceedings that may have commenced
prior to the assertion or acceptance of jurisdiction by FERC shall be stayed,
pending the outcome of the FERC proceedings.
13.8.2 The arbitration panels shall have no authority to modify,
and shall be conclusively bound by, any decision, finding of fact, or order of
FERC. However, to the extent that a decision, finding of fact, or order of
FERC does not provide a final or complete remedy to the Party seeking relief,
such Party may proceed to arbitration under this Article 13.0 to secure such
remedy, subject to the FERC decision, finding, or order.
51
<PAGE>
13.9 Preliminary Injunctive Relief. Nothing in this Article 13.0
-----------------------------
shall preclude, or be construed to preclude, the resort by either Party to a
court of competent jurisdiction solely for the purposes of securing a
temporary or preliminary injunction to preserve the status quo or avoid
irreparable harm pending arbitration pursuant to this Article 13.0.
13.10 Location of Arbitration. Any arbitration hereunder
-----------------------
shall be conducted in Portland, Maine unless otherwise agreed to by both
Parties.
13.11 Costs. Except as provided in Section 8.4, each Party
-----
shall be responsible for its own costs, including attorneys' fees, incurred
during the arbitration process and for one half of the cost of the arbitrator.
ARTICLE 14.0
REPRESENTATIONS
---------------
14.0 Representations.
---------------
14.1 Representations of Seller. Seller represents and
-------------------------
warrants to Buyer as follows:
14.1.1 Organization. Seller is a corporation duly
------------
organized, validly existing and in good standing under the laws of the State
of Maine and Seller has the requisite corporate power and authority to carry
on its business as now being conducted;
14.1.2 Authority Relative to this Agreement. Seller has
------------------------------------
the requisite corporate power and authority to execute and deliver this
Agreement and to carry out the actions required of it by this Agreement. The
execution and delivery of this Agreement and the actions it contemplates have
been duly and validly authorized by the Board of Directors of Seller, and no
other corporate proceedings on the part of Seller are necessary to authorize
this Agreement or to consummate the transactions contemplated hereby. The
Agreement has been duly and validly executed and delivered by Seller and
constitutes a legal, valid and binding Agreement of Seller enforceable against
it in accordance with its terms;
14.1.3 Regulatory Approval. Seller has obtained all
-------------------
approvals of, and given all notices to, any public authority that are required
for Seller to execute, deliver and perform its obligations under this
Agreement;
52
<PAGE>
14.1.4 Compliance With Law and Agreements. Seller represents and
----------------------------------
warrants that: (x) it is not in violation of any applicable law, statute,
order, rule, or regulation promulgated or judgment entered by any federal,
state, or local governmental authority, which individually or in the aggregate
would adversely affect Seller's entering into or performance of its
obligations under this Agreement; and (y) its entering into and performance of
its obligations under this Agreement will not give rise to any default under
any agreement to which it is a party; and
14.1.5 Seller represents and warrants that it will comply
with all applicable laws, rules, regulations, codes, and standards of all
federal, state, and local governmental agencies having jurisdiction over
Seller or the transactions under this Agreement and with which failure to
comply could reasonably be expected to have a material adverse effect on
Buyer.
14.2 Representations of Buyer. Buyer represents and
------------------------
warrants to Seller as follows:
14.2.1 Organization. Buyer is a corporation duly
------------
organized, validly existing and in good standing under the laws of Delaware,
and Buyer has the requisite corporate power and authority to carry on its
business as now being conducted;
14.2.2 Authority Relative to this Agreement. Buyer has the
------------------------------------
requisite corporate power and authority to execute and deliver this Agreement
and to carry out the actions required of it by this Agreement. The execution
and delivery of this Agreement and the actions it contemplates have been duly
and validly authorized by the Board of Directors of Buyer, and no other
corporate proceedings on the part of Buyer are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby. This
Agreement has been duly and validly executed and delivered by Buyer and
constitutes a legal, valid and binding Agreement of Buyer enforceable against
it in accordance with its terms;
14.2.3 Regulatory Approval. Buyer has obtained all
-------------------
approvals of, and given all notices to, any public authority that are required
for Buyer to execute, deliver and perform its obligations under this
Agreement;
14.2.4 Compliance With Law and Agreements. Buyer represents
----------------------------------
and warrants that: (x) it is not in violation of any applicable law, statute,
order, rule, or
53
<PAGE>
regulation promulgated or judgment entered by any federal, state, or local
governmental authority, which, individually or in the aggregate, would
adversely affect Buyer's entering into or performance of its obligations under
this Agreement; and (y) its entering into and performance of its obligations
under this Agreement will not give rise to any default under any agreement to
which it is a party; and
14.2.5 Buyer represents and warrants that it will comply
with all applicable laws, rules, regulations, codes, and standards of all
federal, state, and local governmental agencies having jurisdiction over Buyer
or the transactions under this Agreement and with which failure to comply
could reasonably be expected to have a material adverse effect on Seller.
14.3 Representations of Both Parties. The representations
-------------------------------
in Sections 14.1.5 and 14.2.5 shall continue in full force and effect for the
term of this Agreement.
ARTICLE 15.0
ASSIGNMENT/CHANGE IN CORPORATE IDENTITY
---------------------------------------
15.0 Assignment/Change in Corporate Identity.
---------------------------------------
15.1 General. This Agreement and all of the provisions
-------
hereof shall be binding upon and inure to the benefit of the Parties hereto
and their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests, or obligations hereunder shall be
assigned by any Party hereto, including by operation of law, (A) without the
prior written consent of the other Party, said consent not to be unreasonably
withheld, or (B) as permitted by Section 15.2 or 15.3. Any assignment of this
Agreement in violation of the foregoing shall be, at the option of the non-
assigning Party, void. Notwithstanding the foregoing, Buyer or its permitted
assignee may assign, transfer, pledge or otherwise dispose of its rights and
interests hereunder to a trustee or lending institution(s) for the purposes of
financing or refinancing the Purchased Assets, including upon or pursuant to
the exercise of remedies under such financing or refinancing, or by way of
assignments, transfers, conveyances of dispositions in lieu thereof; provided,
however, that no such assignment or disposition shall relieve or in any way
discharge Buyer or such assignee from the performance of its duties and
obligations under this Agreement. Seller agrees to execute and deliver such
documents as may be reasonably necessary to accomplish any such assignment,
transfer, conveyance, pledge or disposition
54
<PAGE>
of rights hereunder for purposes of the financing or refinancing of the
Purchased Assets, so long as Seller's rights under this Agreement are not
thereby altered, amended, diminished or otherwise impaired.
15.2 Assignment by Buyer. An assignment by Buyer, or by any
-------------------
Affiliate of Buyer, of its rights and obligations under this Agreement to an
Affiliate of Buyer that owns or becomes the owner of any Purchased Asset may
be made without the consent of Seller, in which case Buyer shall (unless
Seller otherwise consents, which consent shall not be unreasonably withheld)
remain jointly and severally responsible with such transferee Affiliate for
the performance of all such obligations. No other or subsequent assignment or
transfer of rights or obligations under this Agreement by Buyer shall release
Buyer from full liability and financial responsibility for the performance
thereof after any such transfer or assignment unless and until the transferee
or assignee shall agree in writing to assume the obligations and duties of
Buyer under this Agreement and Seller has consented in writing to such
release, said consent not to be unreasonably withheld.
15.3 Assignment by Seller. An assignment by Seller of its
--------------------
rights and obligations under this Agreement to an Affiliate of Seller that
owns all or substantially all of the T&D System may be made without the
consent of Buyer, whereupon Seller shall be relieved of all liability
hereunder and said Affiliate shall be substituted for Seller hereunder.
Except as set forth in the preceding sentence no assignment or transfer of
rights or obligations under this Agreement by Seller shall release Seller from
full liability and financial responsibility for the performance after any such
transfer or assignment unless and until the transferee or assignee shall agree
in writing to assume the obligations and duties of Seller under this Agreement
and Buyer has consented in writing to such release, said consent not to be
unreasonably withheld.
15.4 Termination of Corporate Existence, Etc. If either
----------------------------------------
Party terminates its existence as a corporate entity, by merger, acquisition,
sale, consolidation, or otherwise, or if all or substantially all of such
Party's assets are transferred to another person or business entity, without
complying with Section 15.1 above, the other Party shall have the right
enforceable in a court of competent jurisdiction, to enjoin the first Party's
successor from using the property in any manner that interferes with, impedes,
or restricts such other Party's ability to carry out its ongoing business
operations, rights and obligations.
55
<PAGE>
Where applicable, Seller shall have the right as set forth in Section 8.1 to
operate that equipment set forth in Section 8.1 which is necessary for Seller
to maintain its transmission and distribution businesses.
ARTICLE 16.0
SUBCONTRACTORS
--------------
16.0 Subcontractors.
--------------
16.1 Use of Subcontractors Permitted. Nothing in this
-------------------------------
Agreement shall prevent the Parties from utilizing the services of
subcontractors as they deem appropriate, provided, however, the Parties agree
that, where applicable, all said subcontractors shall comply with the terms
and conditions of this Agreement.
16.2 Party to Remain Responsible. The creation of any
---------------------------
subcontract relationship shall not relieve the hiring Party of any of its
obligations under this Agreement. Each Party shall be fully responsible to
the other Party for the acts and/or omissions of any subcontractor it hires as
if no subcontract had been made. Any obligation imposed by this Agreement
upon the Parties, where applicable, shall be equally binding upon and shall be
construed as having application to any subcontractor.
16.3 Liability For Conduct of Subcontractors. The Parties
---------------------------------------
shall each be liable for, indemnify, and hold harmless the other Party, their
affiliates and their officers, directors, employees, agents, servants, and
assigns from and against any and all claims, demands, or actions, from the
other Party's subcontractors; and shall pay all costs, expenses and legal fees
associated therewith and all judgments, decrees and awards rendered therein.
16.4 No Third Party Beneficiary. No subcontractor is
--------------------------
intended to be or shall be deemed a third-party beneficiary of this Agreement.
16.5 No Limitation by Insurance. The obligations under this
--------------------------
Article 16.0 shall not be limited in any way by any limitation on
subcontractor's insurance.
56
<PAGE>
ARTICLE 17.0
LABOR RELATIONS
---------------
17.0 Labor Relations.
---------------
The Parties agree promptly to notify the other Party, verbally and
then in writing, of any labor dispute or anticipated labor dispute which may
reasonably be expected to affect the operations of the other Party.
ARTICLE 18.0
INDEPENDENT CONTRACTOR STATUS
-----------------------------
18.0 Independent Contractor Status.
-----------------------------
Nothing in this Agreement shall be construed as creating any
relationship between Seller and Buyer other than that of Independent
Contractors.
ARTICLE 19.0
LIMITATION OF LIABILITY
-----------------------
19.0 Limitation of Liability.
-----------------------
19.1 Consequential Damages.
---------------------
Notwithstanding any other provision of this Agreement, except for
indemnity obligations set forth in Section 8.4, Articles 9 and 10, and in
Sections 16.2 and 16.3 above, neither Seller nor Buyer, nor their respective
officers, directors, agents, employees, parent or affiliates, successors or
assigns or their respective officers, directors, agents or employees,
successors or assigns, shall be liable to the other Party or its parent,
subsidiaries, affiliates officers, directors, agents, employees, successors or
assigns, for claims, suits, actions or causes of action for incidental,
punitive, special, indirect, multiple or consequential damages (including
attorneys' fees and other litigation costs, or claims for lost profits)
connected with or resulting from performance or non-performance of this
Agreement, or any actions undertaken in connection with or related to this
Agreement, including without limitation any such damages which are based upon
causes of action for breach of contract, tort (including negligence and
misrepresentation), breach of warranty, strict liability, statute, operation
of law, or any other theory of recovery. The provisions of this Section 19.1
shall apply regardless of fault and shall survive termination, cancellation,
suspension, completion or expiration of this Agreement.
57
<PAGE>
19.2 Exclusive Remedies.
------------------
The remedies set forth in this Agreement are the exclusive remedies
for the liabilities of each Party arising out of or in connection with this
Agreement.
ARTICLE 20.0
NOTICES
-------
20.0 Notices.
-------
20.1 At or prior to the Closing Date, each Party shall
indicate to the other Party, by notice, the appropriate person during each
eight-hour work shift to contact in the event of an emergency, a scheduled or
forced interruption or reduction in services. The notice last received by a
Party shall be effective until modified in writing by the other Party.
20.2 All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and will be
deemed to have been duly given if so given) by hand delivery, cable, telecopy
(confirmed in writing) or telex, or by mail (registered or certified, postage
prepaid) to the respective Parties as follows:
If to the Sellers, to:
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Attention: Gerald C. Poulin
with a copy to:
Pierce Atwood
One Monument Square
Portland, ME 04101
Attention: John W. Gulliver, Esq.
LeBoeuf Lamb Greene & MacRae, LLP
125 West 55th Street
New York, NY 10019-5389
Attention: Susan A. Marshall, Esq.
58
<PAGE>
If to the Buyer to:
National Energy Holdings, Inc.
c/o FPL Group Capital
700 Universe Boulevard
Juno Beach, FL 32408
Attention: General Counsel
with a copy to:
Orrick, Herrington & Sutcliffe
666 Fifth Avenue
New York, NY 10103
Attention: Paul B. Abramson, Esq.
or such other address as is furnished in writing by such Party; and any such
notice or communication shall be deemed to have been given as of the date so
mailed.
ARTICLE 21.0
HEADINGS
--------
21.0 Headings.
--------
The descriptive headings of the Articles and Sections of this
Agreement are inserted for convenience only and do not affect the meaning or
interpretation of this Agreement.
ARTICLE 22.0
WAIVER
------
22.0 Waiver.
------
Except as otherwise provided in this Agreement, any failure of any
of the Parties to comply with any obligation, covenant, agreement, or
condition herein may be waived by the Party entitled to the benefits thereof
only by a written instrument signed by the Party granting such waiver, but
such waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement, or condition shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure.
59
<PAGE>
ARTICLE 23.0
COUNTERPARTS
------------
23.0 Counterparts.
------------
This Agreement may be executed in two or more counterparts, all of
which will be considered one and the same Agreement and each of which will be
deemed an original.
ARTICLE 24.0
GOVERNING LAW
-------------
24.0 Governing Law.
-------------
24.1 This Agreement and all rights, obligations, and
performances of the Parties hereunder, are subject to all applicable Federal
and state laws, and to all duly promulgated orders and other duly authorized
action of governmental authority having jurisdiction.
24.2 When not in conflict with or pre-empted by Federal law,
this Agreement will be governed by and construed in accordance with the laws
of the State of Maine, without giving effect to the conflict of law principles
thereof. Except for those matters covered in this Agreement and
jurisdictional to FERC or which must first go to arbitration pursuant to
Article 13.0 herein, any action arising out of or concerning this Agreement
must be brought in the courts of the State of Maine. Both Parties hereby
consent to the jurisdiction of the State of Maine for the purpose of hearing
and determining any action not pre-empted by Federal law; and to the
jurisdiction of FERC for those matters governed by FERC rules and regulations
or by the Federal Power Act.
ARTICLE 25.0
EQUAL EMPLOYMENT OPPORTUNITY
----------------------------
25.0 Equal Employment Opportunity.
----------------------------
The Parties agree to comply with all applicable federal, state, and
other applicable anti-discrimination laws, the standards and regulations
issued thereunder, and the amendments thereto.
60
<PAGE>
ARTICLE 26.0
SEVERABILITY
------------
26.0 Severability.
------------
In the event that any of the provisions of this Agreement are held
to be unenforceable or invalid by any court of competent jurisdiction, the
Parties shall, to the extent possible, negotiate an equitable adjustment to
the provisions of this Agreement, with a view toward effecting the purpose of
this Agreement, and the validity and enforceability of the remaining
provisions hereof shall not be affected thereby.
ARTICLE 27.0
AMENDMENTS
----------
27.0 Amendments.
----------
27.1 Seller may unilaterally make application to FERC under
Section 205 of the Federal Power Act and pursuant to the FERC's rules and
regulations promulgated thereunder for a change in any rates, terms and
conditions, charges, classification of service, rule or regulation for any
services Seller provides under this Agreement over which FERC has
jurisdiction.
27.2 Buyer may exercise its rights under Section 206 of the
Federal Power Act and pursuant to FERC's rules and regulations promulgated
thereunder with respect to any rate, term, condition, charge, classification
of service, rule or regulation for any services provided under this Agreement
over which FERC has jurisdiction.
27.3 In addition to the terms set forth in Sections 27.1 and
27.2, this Agreement may be amended, modified, or supplemented by written
agreement of both Seller and Buyer.
ARTICLE 28.0
ENTIRE AGREEMENT
----------------
28.0 Entire Agreement.
----------------
This Agreement and the Separation Document constitute the entire
-------------------
understanding between the Parties, and supersede any and all previous
understandings, oral or written, which pertain to the subject matter contained
herein or therein. If there is any conflict in said
61
<PAGE>
documents, the Separation Document shall control over this Agreement.
-------------------
IN WITNESS WHEREOF the Parties have executed and delivered this Agreement
as of the date and year first above written.
CENTRAL MAINE POWER COMPANY
By:___________________________
Its
NATIONAL ENERGY HOLDINGS, INC.
By:___________________________
Its
62
<PAGE>
STATE OF MAINE
KENNEBEC, SS. January 6, 1998
Then personally appeared the above-named ____________, _____________ of
the above-named corporation, and acknowledged this instrument to be his/her
free act and deed in said capacity, and the free act and deed of said
corporation.
Before me,
_____________________________
Notary Public/Maine Attorney
Print Name:
STATE OF MAINE
KENNEBEC, SS. January 6, 1998
Then personally appeared the above-named ____________, _____________ of
the above-named corporation, and acknowledged this instrument to be his/her
free act and deed in said capacity, and the free act and deed of said
corporation.
Before me,
_____________________________
Notary Public/Maine Attorney
Print Name:
63
<PAGE>
EXHIBIT 99.(A)
Index for Schedule A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
<TABLE>
<CAPTION>
UNIT LOCATION UNIT PAGE # DIAGRAM PAGE #
- ------------------------------- --------------- ----------------
<S> <C> <C>
Androscoggin #3 1 1
System Diagram #216A
Androscoggin Lower 2 2
System Diagram #224A
Bates Upper 3 3
System Diagram #226
Bates Lower/Continental 4 4
System Diagram #228
Bar Mills Hydro 5 5
System Diagram #362
Bonny Eagle 6 6
System Diagram #314A
Brunswick Hydro 7 7
System Diagram #170
Cataract Hydro/Factory Island 8 8
System Diagram #356
Deer Rips Hydro 9 9
System Diagram #216
Fort Halifax 10 10
System Diagram #22
Lockwood Hydro 11 11
System Diagram #23
Gulf Island 12 12
System Diagram #202
Harris Hydro 13 13
System Diagram #86
Hill Mill 14 14
System Diagram #227, 22
Hiram 15 15
System Diagram #318
Kezar Falls 16 16
System Diagram #319
</TABLE>
Index Page 1
<PAGE>
Index for Schedule A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
<TABLE>
<CAPTION>
UNIT LOCATION UNIT PAGE # DIAGRAM PAGE #
- ------------------------------- --------------- ----------------
<S> <C> <C>
Ledgemere 17 17
System Diagram #315
Mason Station 18
System Diagram #150, 18, 19, 20
150A, 150B
Monty Hydro 19 21, 22
System Diagram #222, 220
NKL Hydro 20 23
System Diagram #355
North Gorham Hydro 21 24
System Diagram #308
Oakland Hydro (M2) 22 25
System Diagram #30
Rice Rips Hydro (M3) 23 26
System Diagram #32
Shawmut Hydro 24 27, 28
System Diagram #30, 34
Skelton 25 29
System Diagram #360
Union Gas (MS) 26 30
System Diagram #24
West Buxton Hydro 27 31
System Diagram #364
Weston Hydro 28 32
System Diagram #36
Williams Hydro 29 33
System Diagram #80
W.F. Wyman Station 30
System Diagram #230, 34, 35, 36
230A, 230B
Wyman Hydro 31 37
System Diagram #82
</TABLE>
Index Page 2
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. Customer: (Buyer)
UNIT LOCATION:
Androscoggin #3, Substation #401, CMP System Diagram #216A:
NET CAPACITY:
1 unit 3.6 MW Summer 3.6 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV single pole disconnects (between KT1H
and 34.5KV Bus) to CMP's 34.5KV Bus No. 1
Interconnection of Buyer's I2KV facilities to CMP's 12KV single pole
disconnects 412D4-1a (alternate)
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Deer Rips 34.5KV Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 1
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (BUYER)
UNIT LOCATION:
Androscoggin Lower, Substation #402, CMP System Diagram #224A:
NET CAPACITY:
1 unit 0 KW Summer 0 KW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 12KV line fused disconnect to CMP's 12KV circuit
424D6
POINT(S) OF RECEIPT:
CMP Non-PTF 12KV circuit 424D6
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 2
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Bates Upper, Substation #465, CMP System Diagram #226:
NET CAPACITY:
3 units 3 MW Summer 3 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's generator breaker KG1 to CMP's 600 volt Bus.
Interconnection of Buyer's generator breakers KG2 and KG3 600 volt leads to
CMP's 600 volt bus
POINT(S) OF RECEIPT:
Unit No. 1 to CMP's Non-PTF 600V Bus No. 1.
Unit No. 2 and No. 3 to CMP's Non-PTF 600V Bus.
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 3
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Bates Lower/Continental, Substation #464, CMP System Diagram #228:
NET CAPACITY:
5 units 1 MW Summer 1 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer 600 volt single pole disconnect (T1L) to CMP's 600
volt low voltage leads from transformer Bank No. 1
POINT(S) OF RECEIPT:
CMP Non-PTF 12KV/600V transformer No. 1 low side bushings
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 4
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Bar Mills Hydro, Substation #601, CMP System Diagram #362:
NET CAPACITY:
2 units 4 MW Summer 4 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer 34.5KV air break switch (T1H) to CMP's 34.5KV line
section 172 lateral tap
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV line section 172
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 5
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Bonny Eagle, Substation #610, CMP System Diagram #314A:
NET CAPACITY:
6 units 10.2 MW Summer 10.2 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's single pole disconnect switch on high side
breaker KT1H, to CMP's 34.5KV Bus No. 7
Interconnection of Buyer's Bus tie single pole disconnect switch BS5/6 to
CMP's 34.5 Bus No. 6
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5 Bus No. 6 and 34.5KV Bus No. 7
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 6
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Brunswick Hydro, Substation #273, CMP System Diagram #170:
NET CAPACITY:
3 units 20.2 MW Summer 20.2 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's circuit switch KT1H to CMP's 34.5 Bus No. 1
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Brunswick Hydro Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 7
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Cataract Hydro, Substation #615, CMP System Diagram #356
Factory Island, Substation #621, CMP System Diagram #356:
NET CAPACITY:
1 unit 8.9 MW Summer 8.9 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's single pole disconnect switch on KT1H to CMP's
34.5KV Bus located in 34.5KV switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Factory Island 34.5KV Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 8
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Deer Rips Hydro, Substation #412, CMP System Diagram #216:
NET CAPACITY:
7 units 7 MW Summer 7 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV single pole disconnects (between KT1H and
34.5KV Bus) to CMP's 34.5KV Bus No. 1
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Deer Rips 34.5KV Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 9
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Fort Halifax, Substation #819, CMP System Diagram #22:
NET CAPACITY:
2 units 1.8 MW Summer 1.8 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV air breaker switch T1H to CMP's 34.5KV
Bus No. 4 located in Fort Halifax 34.5KV Switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Fort Halifax 34.5KV Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 10
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Lockwood Hydro, Substation #830, CMP System Diagram #23
NET CAPACITY:
7 units 4 MW Summer 4 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's unit No. 7, 12KV gang operated disconnect switch
(856DX1-12 located on pole 10.3) to CMP's 12KV West Waterville circuit
865DX1
Interconnection of Buyer's Units 1-6 and circuit 830K1 to Buyer's circuits
819K8 and 819K9 and 4KV Bus No. 2 at Fort Halifax
POINT(S) OF RECEIPT:
Unit 7 - CMP Non-PTF 12KV West Waterville distribution circuit 865DX1
Units 1-6 - CMP Non-PTF 34.5KV Bus at Fort Halifax 34.5KV switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
Unit 7 - no interconnection facilities are currently identified between
ownership point of demarcation and CMP local distribution.
Units 1-6 - no interconnection facilities are currently identified between
ownership point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 11
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Gulf Island, Substation #417, CMP System Diagram #202:
NET CAPACITY:
3 units 23 MW Summer 23 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's single pole disconnect switch on KBS1/2 and gang
operated disconnect switch T5/BS1 to CMP's 34.5KV Bus No. 1 located in
34.5KV switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Gulf Island 34.5KV Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 12
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Harris Hydro, Substation #823, CMP System Diagram #86.
NET CAPACITY:
Unit 1 17.0 MW Summer 17.0 MW Winter
Unit 2 35.0 MW Summer 35.5 MW Winter
Unit 3 34.0 MW Summer 34.5 MW Winter
Unit 4 1.5 MW Summer 1.5 MW Winter
A) POINT OF INTERCONNECTION:
Interconnection of Buyer's (2)115KV air break switches (T2H, T3H) to
CMP's II5KV Bus located in switchyard
Interconnection of Buyer's outdoor 13.8KV pothead cable termination point
to CMP's gang operated load break switch T1L and single pole disconnect
switch 05
POINT(S) OF RECEIPT:
Unit 1, 4 - CMP Non-PTF 13KV generator leads to the junction of T1L and 05
at Harris Hydro Switchyard. Unit 2, Unit 3 - CMP Non-PTF 115KV Bus at
Harris Hydro Switchyard
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
Units 1, 4 - Transformer No. 1 and associated investment between ownership
point of demarcation and CMP Non-PTF 115KV Bus at Harris Hydro.
All Units- 115KV Bus, 115KV Sections 222 and 82, and K82-1 and Wyman Hydro
Substation and associated investment between ownership point of demarcation
and CMP PTF 115KV Bus at Wyman Hydro Substation.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not deemed
PTF, it may be directly assignable to the Buyer.
2. Due to the integrated nature of this location, Interconnection Facilities
are jointly supported and an allocated portion of the cost of these
facilities will be supported by the Buyer.
Page 13
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Hill Mill, Substation #404, CMP System Diagram #227, 22:
NET CAPACITY:
6 units 2 MW Summer 2 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 600 volt breaker KT1L to CMP's No. 1 Transformer
(12KV/600V, 2.5MVA) 600 volt connections located in unit switchgear
POINT(S) OF RECEIPT:
CMP Non-PTF 600V cable at Hill Mill Switchgear
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 14
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Hiram Substation #419, CMP System Diagram #318:
NET CAPACITY:
2 units 11.6 MW Summer 11.6 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV circuit switch KT1/2H to CMP's 34.5KV Bus
No. 1 located in switchyard
POINT(S) OF RECEIPT:
CMP's Non-PTF 34.5KV Bus at Hiram Hydro
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 15
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Kezar Falls, CMP System Diagram #319:
NET CAPACITY:
3 units 1 MW Summer 1 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 12KV gang operated disconnect switch T1H to
CMP's 12KV lateral tap from circuit 419D1
Interconnection of Buyer's 12KV gang operated disconnect switch T1H/T2H to
CMP's 12KV lateral tap from circuit 419D1
POINT(S) OF RECEIPT:
CMP Non-PTF 12KV distribution circuit 419D1
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 16
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Ledgemere, CMP System Diagram #315:
NET CAPACITY:
1 unit 0.5 MW Summer 0.5 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 12KV gang operated disconnect switch T1H to
CMP's fused disconnects on 12KV distribution circuit 632D1
POINT(S) OF RECEIPT:
CMP Non-PTF 12KV distribution circuit 632D1
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 17
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Mason Station, Substation #235, CMP System Diagram #150,150A,150B:
NET CAPACITY:
Unit 3 33 MW Summer 33 MW Winter
Unit 4 33 MW Summer 33 MW Winter
Unit 5 33 MW Summer 33 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's (2) 34.5KV air break switches T2H and T1H to
CMP's 34.5KV Bus No. 3 located in switchyard
Interconnection of Buyer's (4) 115KV gang operated disconnects to CMP's
115KV Bus No. 1 and Bus No. 2
POINT(S) OF RECEIPT:
CMP PTF 115KV Bus at Mason Station
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 18
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Monty Hydro, CMP System Diagram #222, 220:
NET CAPACITY:
2 units 28 MW Summer 28 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV single pole disconnect switch on K144-1
to CMP's 34.5KV Bus No. 8 located at CMP's Lewiston indoor 34.5KV
substation adjacent to Monty Hydro
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Lewiston Substation
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 19
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
NKL Hydro, Substation #679, CMP System Diagram #355:
NET CAPACITY:
2 units 1 MW Summer 1 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 12KV fused disconnects to CMP's 12KV circuit tap
621D2
POINT(S) OF RECEIPT:
CMP Non-PTF 12KV Distribution circuit 621D2
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 20
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
North Gorham Hydro, Substation #637, CMP System Diagram #308
NET CAPACITY:
2 units 1.5 MW Summer 1.5 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV gang operated disconnect switch (T1H) to
CMP's 34.5KV Bus located in the switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at North Gorham
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 21
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Oakland Hydro M-2, Substation # 839, CMP System Diagram #30:
NET CAPACITY:
1 unit 2.8 MW Summer 2.8 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV air break switch T2H to CMP's 34.5KV Bus
No. 1 located in 34.5KV/12KV switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Oakland Station (M-2)
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 22
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Rice Rips Hydro M3, Substation #852, CMP System Diagram #32:
NET CAPACITY:
1 unit 1.7 MW Summer 1.7 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 4KV gang operated disconnect switch 847/873D2 at
pole 503.6 to CMP's 4KV distribution circuit 873D2
POINT(S) OF RECEIPT:
CMP Non-PTF 4KV distribution circuit 873D2 at Rice Rips
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 23
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (BUYER)
UNIT LOCATION:
Shawmut Hydro M3, Substation # 847, CMP System Diagram #30, 34, 34A:
NET CAPACITY:
8 units 9.5 MW Summer 9.5 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's (2) 34.5 air break switches T2H and T1H to CMP's
34.5KV Bus No. 3 at Shawmut 34.5KV switchyard
Interconnection of Buyer's 34.5KV gang operated interrupter switch T4H to
CMP's 34.5KV Bus No. 3 located in 34.5KV switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Shawmut 34KV
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 24
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Skelton, Substation #662, CMP System Diagram #360:
NET CAPACITY:
2 units 20 MW Summer 20 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV air break switch 158-1 to CMP's 34.5KV
line section 158 located in Skelton Hydro Switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV line at Skelton Hydro
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 25
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Union Gas MS, Substation #859, CMP System Diagram #24:
NET CAPACITY:
1 unit 1.6 MW Summer 1.6 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 12KV single pole disconnect switch T1H to CMP's
12KV South Waterville lateral tap from distribution circuit 855DXI located
at Union Gas (M-5)
POINT(S) OF RECEIPT:
CMP Non-PTF 12KV South Waterville distribution circuit
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local distribution.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 26
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
West Buxton Hydro, Substation #672, CMP System Diagram #364:
NET CAPACITY:
6 units 7.3 MW Summer 7.3 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's (2) 34.5KV gang operated interrupter switches
T2H and T4H to CMP's 34.5KV Bus No. 1 and Bus No. 2 respectively, located
in West Buxton Hydro switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus in West Buxton Hydro
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 27
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Weston Hydro, Substation #866, CMP System Diagram #36:
NET CAPACITY:
4 units 13.2 MW Summer 13.2 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 34.5KV single pole disconnect switch on KT1H to
CMP's 34.5KV Bus No. 5 located in 34.5KV switchyard
POINT(S) OF RECEIPT:
CMP Non-PTF 34.5KV Bus at Weston Hydro
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP local network service and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 28
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Williams Hydro, Substation #867, CMP System Diagram #80:
NET CAPACITY:
2 units 14.9 MW Summer 14.9 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 115KV air break switch 63A-1 to CMP's 115KV Line
Section 63
POINT(S) OF RECEIPT:
Unit 1 - CMP Non-PTF 7KV Bus No. 3 at Williams Substation
Unit 2 - CMP Non-PTF 115KV Bus No. 1 at Williams Substation
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
63A-1, Lateral Tap 63A, K63A-2, 115KV Bus No. 1, T1H, No. 1 Bank, KT1L, 7KV
Bus No. 3 and associated investment between ownership point of demarcation
and CMP PTF
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
2. Due to the integrated nature of this location, Interconnection
Facilities are jointly supported and an allocated portion of the cost
of these facilities will be supported by the Buyer.
Page 29
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (BUYER)
UNIT LOCATION:
W.F Wyman Station, Substation #218, CMP System Diagram #230, 230A, 230B:
NET CAPACITY:
Unit 1 53.5 MW Summer 53.5 MW Winter
Unit 2 53.5 MW Summer 53.5 MW Winter
Unit 3 116 MW Summer 119 MW Winter
Unit 4 614.5 MW Summer 620 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's (4)11 5KV gang operated disconnect switches
T12H-E, 03, 02, 01 to CMP's 115KV Bus located in 115KV/34.5KV switchyard
Interconnection of Buyer's 34.5KV single pole disconnect switch on K10 to
CMP's 34.5KV Bus No. 2 located in 115KV/34.5KV switchyard
Interconnection of Buyer's 345KV gang operated disconnect switch G4/386-EI
to CMP's 345KV line section 386
POINT(S) OF RECEIPT:
CMP PTF 115KV Bus at William F. Wyman Station
CMP PTF 345KV line section 386 at William F. Wyman Station
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
Line Section 386 and associated investment between ownership point of
demarcation and CMP South Gorham 345KV/115KV substation (see W.F. Wyman #4
transmission agreement)
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
2. Due to the integrated nature of this location, Interconnection
Facilities are jointly supported and an allocated portion of the
cost of these facilities will be supported by the Buyer.
Page 30
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
I. BUYER: (Buyer)
UNIT LOCATION:
Wyman Hydro, Substation #872, CMP System Diagram #82:
NET CAPACITY:
Unit 1 26.7 MW Summer 27.5 MW Winter
Unit 2 27.7 MW Summer 27.5 MW Winter
Unit 3 25.7 MW Summer 25.7 MW Winter
POINT OF INTERCONNECTION:
Interconnection of Buyer's 115KV gang operated disconnect switch BS 1/2 to
CMP's l15KV Bus No. 2 located in 115KV switchyard
POINT(S) OF RECEIPT:
CMP PTF 115KV Bus at Wyman Hydro 115KV
II. INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT:
No interconnection facilities are currently identified between ownership
point of demarcation and CMP PTF.
III. ADDITIONAL FACILITIES AND/OR ASSOCIATED EQUIPMENT:
None
IV. SPECIAL CONDITIONS:
1. In the event CMP adds equipment to this location in the future in
accordance with good utility practice, and such investment is not
deemed PTF, it may be directly assignable to the Buyer.
Page 31
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Androscoggin No. 3 Hydro]
Figure 1
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Androscoggin Mill Lower]
Figure 2
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
Figure of Andro Mill Upper/Bates Mill Lower]
Figure 3
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Continental Mill/Bates Mill Lower]
Figure 4
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Bar Mills Hydro]
Figure 5
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Bonny Eagle]
Figure 6
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Brunswick Hydro]
Figure 7
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Cataract Hydro/Factory Island]
Figure 8
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Deer Rips]
Figure 9
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Fort Halifax - Vassalboro]
Figure 10
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Lockwood Hydro]
Figure 11
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Gulf Island Hydro]
Figure 12
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Harris Hydro]
Figure 13
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Hill Mill]
Figure 14
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Hiram Hydro]
Figure 15
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Kezar Falls Hydro]
Figure 16
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Limerick]
Figure 17
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Mason 34KV]
Figure 18
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Mason 345]
Figure 19
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Mason (Indoor)]
Figure 20
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Monty Hydro]
Figure 21
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Lewiston 34KV]
Figure 22
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of NKL Hydro]
Figure 23
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of North Gorham]
Figure 24
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Oakland Station]
Figure 25
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Rice Rips 115KV]
Figure 26
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Keyes Shawmut]
Figure 27
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Shawmut Hydro]
Figure 28
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Skelton Hydro]
Figure 29
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of South Waterville]
Figure 30
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of West Buxton Hydro]
Figure 31
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Weston Hydro]
Figure 32
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Williams Hydro]
Figure 33
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of William F. Wyman Station (outside)]
Figure 34
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of William F. Wyman Station (inside)]
Figure 35
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of W.F. Wyman Station No. 4]
Figure 36
<PAGE>
SCHEDULE A
INTERCONNECTION FACILITIES AND ASSOCIATED EQUIPMENT DESCRIPTION
---------------------------------------------------------------
[Figure of Wyman Hydro 115KV]
Figure 37
<PAGE>
EXHIBIT 99.(B)
D R A F T Schedule B
TECHNICAL INTERCONNECTION REQUIREMENTS
FOR
GENERATION
<PAGE>
D R A F T
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
I. General Information....................................................................................3
-------------------
A. Policy Statement.................................................................................3
B. Generation Classification........................................................................3
1. Single Phase Generators.....................................................................3
2. Three Phase Generation up to 100 KW.........................................................4
3. Three Phase Generation larger than 100 KW
up to 1000 KW...............................................................................4
4. Three Phase Generation larger than 1000 KW..................................................4
5. Three Phase Generation 5 MW or Larger.......................................................5
6. Three Phase Generation 25 MW or Larger......................................................5
7. Emergency Generators and Momentary Paralleling of...........................................5
C. Responsibility...................................................................................5
D. Interconnection Costs............................................................................6
E. Operation and Maintenance Charges................................................................6
F. Electrical Service...............................................................................6
G. Interconnection Approval.........................................................................6
H. Grandfathering...................................................................................7
II. General Requirements...................................................................................8
--------------------
A. Codes and Standards..............................................................................8
B. Capacitors.......................................................................................8
C. Phase Unbalances.................................................................................8
D. Reactive Capability..............................................................................8
E. Transformer Interface............................................................................9
F. D.C. Generators..................................................................................9
G. Synchronizing Breakers...........................................................................9
H. Changes..........................................................................................9
1. Changes to the CMP System..................................................................10
2. Changes to the Intertie Protection System..................................................10
3. Changes to Transformers....................................................................10
4. Changes to the CMP Protection System.......................................................10
5. Unauthorized Changes.......................................................................10
I. CMP Disclaimer..................................................................................11
J. Switching Equipment and Station Ground..........................................................11
1. Tie Disconnect and Grounding Switch........................................................11
2. High-Side Interrupting Device..............................................................11
3. Station Ground.............................................................................11
K. Protection System Requirements..................................................................12
L. Location of Intertie Protection Equipment.......................................................12
M. Approval Process and Required Information.......................................................12
N. Routine Maintenance.............................................................................13
III. System Protection.....................................................................................16
-----------------
A. CMP Engineering Review of Proposed
Generation Facility.............................................................................16
B. Transformer Connections.........................................................................16
</TABLE>
-i-
<PAGE>
D R A F T
<TABLE>
<S> <C> <C>
Page
C. Protection System General Descriptions..........................................................16
1. Intertie Protection System.................................................................17
2. Generation Facility Protection System......................................................17
3. Bulk Power System (BPS)....................................................................18
D. Quality of Protection System Equipment..........................................................18
1. Equipment Quality..........................................................................18
2. Primary Wiring.............................................................................19
3. Secondary Wiring...........................................................................19
E. Primary Disconnecting Device....................................................................19
F. Trip Source (Battery)...........................................................................20
G. Backfeeding.....................................................................................20
H. Automatic Reclosing of Utility Lines............................................................21
I. Transfer Trip...................................................................................21
J. CMP's Underfrequency Load Shedding (UFLS) Program...............................................21
K. Generator Facility Acceptance...................................................................22
L. Synchronizing to the CMP System.................................................................23
M. Classification of Installations.................................................................24
1. Type I Installations - (Figure III-l.*)....................................................26
2. Type II Installations - (Figure III-2.*)...................................................27
3. Type III Installations - (Figure III-3.*)..................................................28
4. Type IV Installations - (Figure III-4.*)...................................................30
5. Type V Installations.......................................................................32
N. Protection System Device Numbers and Functions..................................................32
O. Exceptions......................................................................................33
IV. Metering..............................................................................................35
--------
A. In and Out Metering.............................................................................35
B. Net Energy Billing..............................................................................35
1. Detented Meters............................................................................35
2. Demand Register............................................................................35
3. "IN" KVAR..................................................................................36
C. "OUT" Metering (Other than Net Energy Billing)..................................................36
1. All Installations..........................................................................36
2. Installations with Special Contract
Requirements...............................................................................36
3. Installations Larger Than 5 MW.............................................................36
D. "IN" Metering (Other than Net Energy Billing)...................................................37
1. All Installations..........................................................................37
2. Installations with Load up to 400 KW.......................................................37
3. Installations with Load Greater Than 400 KW................................................37
E. Reading Meters..................................................................................37
F. Metering One-Line Diagrams......................................................................38
G. Metering Enclosure Diagrams.....................................................................38
H. CMP Approval....................................................................................38
I. Metering Costs..................................................................................38
J. Calibration.....................................................................................39
V. Supervisory Control and Data Acquisition (SCADA)......................................................40
-----------------------------------------------
A. RTU Requirements................................................................................40
B. Normal SCADA Requirements.......................................................................40
</TABLE>
-ii-
<PAGE>
<TABLE>
<S> <C> <C>
1. Analog Data (for each generating unit).....................................................40
2. Digital Data (for each generating unit)....................................................40
3. OPEN/CLOSED Status of Each Generator Circuit
Breaker....................................................................................40
C. Additional SCADA Requirements...................................................................41
1. Analog Data................................................................................41
2. Digital Data...............................................................................41
3. Other Data.................................................................................41
D. Communication Channel Requirements..............................................................41
VI. Power Quality.........................................................................................42
-------------
A. Voltage.........................................................................................42
B. Flicker.........................................................................................42
C. Harmonic Content................................................................................42
VII. Safety................................................................................................44
------
A. Switching and Tagging...........................................................................44
B. Code Requirements...............................................................................44
C. CMP Responsibility..............................................................................44
D. Generator Responsibility........................................................................45
1. Switch Operation...........................................................................45
2. Working on De-energized Equipment..........................................................45
3. Switch Access..............................................................................45
E. Deenergized Circuits............................................................................45
VIII. Operations and Maintenance............................................................................46
--------------------------
A. Generator Interfacing...........................................................................46
1. Trouble Calls..............................................................................46
2. Metering...................................................................................46
3. Normal Business............................................................................46
B. Site Inspection.................................................................................46
1. Initial Inspection.........................................................................46
2. Annual Inspection..........................................................................47
3. Biennial Test and Inspection...............................................................47
C. Site Access.....................................................................................47
1. Routine Access.............................................................................47
2. Emergency Access...........................................................................47
D. Operational Requirements........................................................................48
1. Voltage Control............................................................................49
2. Reactive Power.............................................................................49
3. System Performance Reporting...............................................................49
E. Maintenance.....................................................................................50
1. Intertie Protection System (excluding the TIE
Breaker)...................................................................................51
2. Intertie Circuit Breakers/Reclosers and
Transformers...............................................................................52
3. Station Battery and Charging System........................................................52
F. NERC Planning Standards.........................................................................54
IX. References............................................................................................59
----------
</TABLE>
-iii-
<PAGE>
D R A F T
REVISION HISTORY
This is the revision history for "Technical Interconnection Requirements for
Generation." This document replaces Revision B of CMP's "Technical
Interconnection Requirements for Non-Utility Generation" dated December 30,
1994, as well as all earlier versions of the CMP's Technical Interconnection
Requirements.
Document Revision Date Reason for Revision
- ----------------- ---- -------------------
A (Original) Supersedes Rev. B above.
- -------------------------- ----------------------------
Scott A. Ludwig, P.E. Ronald E. Grant, P.E.
Electrical Engineer System Protection Engineer
Purchased Power System Protection
-1-
<PAGE>
D R A F T
CENTRAL MAINE POWER COMPANY
TECHNICAL INTERCONNECTION REQUIREMENTS FOR
GENERATION
I. PURPOSE - The purpose of this document is to establish the
Technical interconnection Requirements for Generation to
operate in parallel with Central Maine Power Company's
(CMP's) electrical system. This document reflects, in part,
CMP's view of Prudent Electrical Practices with respect to
the installation of generation and interconnection
equipment. These requirements are implemented to establish
a basis for maintaining power quality and a safe environment
for the general public as well as power consumers,
maintenance personnel, and equipment and to facilitate the
exchange of information, especially in the preliminary stage
of a Generator's site development. This document is a guide
and as such, is not intended to be used as the sole basis
for the specific design of the Generator's protection system
and interconnection with CMP's system. Final design
approval will be subject to Central Maine Power Company
(CMP) review on a case-by-case basis. This document
describes the general protection requirements for parallel
operation and includes typical one-line diagrams.
II. GENERATOR - In the interest of simplicity, the term "Generator" is used
throughout this document to refer to the owner/operator of generation
connected to CMP's electrical system.
III. USE - This document is intended for general use by present Generators,
prospective Generators and CMP personnel.
-2-
<PAGE>
D R A F T
I. GENERAL INFORMATION
The following general information is supplied to help each Generator
establish and maintain an acceptable interconnection with Central Maine
Power Company (CMP). Dependability, security, and safety are of the
utmost importance to CMP. Careful study of each proposed new
installation and the identification of appropriate protective devices
is required before a Generator's design is completed.
A. POLICY STATEMENT
It is the policy of CMP to permit Generators to operate generating
equipment in parallel with CMP's electric system whenever this can be
done without adverse effects to the general public or to CMP's
customers, maintenance personnel, or equipment. Certain protective
devices (relays, circuit breakers, etc.), approved by competent
authority, must be incorporated at any location where a Generator
desires to operate generation in parallel with the CMP electrical
system. The purpose of these protective devices is to remove the
Generator's facility promptly from the CMP electrical system whenever a
fault occurs which effects that section of the CMP electrical system.
Protective Systems are installed to protect the general public as well
as CMP maintenance personnel and equipment from damage or hazards
caused by operational problems with the Generator's equipment or CMP's
system.
B. GENERATION CLASSIFICATION
The following criteria provides general information about CMP's
classification of generation.
1. SINGLE PHASE GENERATORS
Single-phase generation equipment up to 25 KW is allowed to
operate in parallel with CMP's electrical system. Such
equipment may be installed where appropriate power lines exist
without an extensive engineering review. However, the
Generator must install the appropriate protection as specified
in this document and must obtain written authorization from
CMP before commencing parallel operation.
Single phase generators which derive their excitation directly
from the CMP electrical system normally do not pose a backfeed
problem when the CMP electrical system is not energized.
However, each installation will be
-3-
<PAGE>
D R A F T
carefully reviewed and documented by qualified CMP personnel
to insure that no internal source of excitation exists and
that the installation complies with all CMP safety and
operational procedures.
2. THREE PHASE GENERATION UP TO 100 KW
All generators larger than 25 KW, to be connected in parallel
with the CMP electrical system, must be three-phase generation
connected to three-phase circuits. Systems up to 100 KW may be
installed where appropriate without an extensive engineering
review by CMP. The Generator must, however, install the
appropriate protection system as specified in this document
and must obtain written authorization from CMP before
commencing parallel operation.
3. THREE PHASE GENERATION LARGER THAN 100 KW UP TO
1000 KW
Generators within this range will require review and approval
by CMP. CMP will review the CMP electrical system parameters
in relation to the proposed point of interconnection to
determine any necessary changes to the CMP system required to
accept this generation. CMP will also verify that the
Generator's design meets this interconnection requirement
before the Generator will be allowed to be operated in
parallel with the CMP electrical system. A functional test of
the Generator's system will be conducted by CMP. Upon
successful completion of the functional testing CMP will
provide the Generator written authorization to operate their
generation in parallel with the CMP electrical system.
4. THREE PHASE GENERATION LARGER THAN 1000 KW
CMP will review the CMP electrical system parameters in
relation to the proposed point of interconnection to determine
any necessary changes to the CMP system required to accept
this generation. The review will also identify any Generator
interconnection requirements which differ from the standard
requirements covered in this document
Facilities in this category will require all of the CMP
approvals indicated in this document in II. M. Approval
---------------
Process and Required Information and III. K. Facility
-------------------------------- ----------------
Acceptance before CMP will provide the Generator with
----------
written authorization to operate generation in parallel
with CMP's electrical system.
-4-
<PAGE>
D R A F T
5. THREE PHASE GENERATION 5 MW OR LARGER
All facilities that have a generating capacity of 5 MW or
greater must meet the review and approval criteria described
in (4) above and must be equipped with telemetering (as
described in section V.), and a telephone dedicated to voice
communications for dispatching purposes.
Facilities that are connected to the Bulk Power System (BPS)
must comply with the 150 New England criteria, rules, and
standards as well as Northeast Power Coordinating Council
(NPCC) criteria, guides, and standards. In Maine, the BPS is
comprised of all 345 KV transmission lines and certain 115 KV
transmission lines which can directly impact the reliability
of the 345 KV system.
6. THREE PHASE GENERATION 25 MW OR LARGER
All facilities that have a generation capacity of 25 MW or
greater must meet the criteria described above (4 & 5) and may
be required to be equipped with Automatic Generation Control
(AGC) which will place the generation under the direct control
of CMP's Dispatch Center personnel and equipment
7. EMERGENCY GENERATORS AND MOMENTARY PARALLELING OF
Emergency generators are not intended to operate in parallel
with CMP's system. Emergency generation cannot be operated in
parallel with or connected to the CMP electrical system. For
additional information on emergency generators see CMP's
"Contractor's Handbook for Electrical Service and Meter
Installations."
Facilities may utilize momentary paralleling, paralleling for
0.5 Sec. or less, of emergency generators providing they
design in automatic controls to monitor and control the
switching process. These facilities do NOT require an intertie
protection system to monitor for faults on the CMP electrical
system. The automatic switching system will require CMP review
and approval.
C. RESPONSIBILITY
CMP will not assume any responsibility or liability for protection of
the Generator's electrical system resulting from parallel generation.
All Generators are fully responsible for developing and implementing a
complete
-5-
<PAGE>
D R A F T
design that will provide the protection they deem necessary for their
equipment.
D. INTERCONNECTION COSTS
The Generator will bear that portion of the interconnection costs
resulting from any additional equipment required by CMP to allow for
parallel operation with the CMP electrical system. This will include
the costs of transmission or distribution circuit upgrades and changes
to the CMP protection system that are necessary for CMP to accept the
output of the facility's generation.
Any work required by CMP will necessitate payment of the estimated cost
before CMP will commence that work. Final billing will be based on
actual equipment and labor costs as well as overhead charges.
E. OPERATION AND MAINTENANCE CHARGES
In addition to paying for necessary changes to the CMP electrical
system, the Generator must pay a monthly operation and maintenance
(O&M) charge. This charge is based upon the installation costs of any
dedicated CMP equipment and additional cost of equipment requiring
increased capacity supporting the generation facility. O&M is at a rate
approved by the Maine Public Utilities Commission (MPUC). The O&M
payment will be determined by CMP and will be billed on a periodic
bases. The O&M charge will vary if either the equipment or the O&M rate
is modified.
F. ELECTRICAL SERVICE
Parallel service offered under the conditions outlined herein is
subject to the electric service contract terms and provisions under
which electrical energy is sold to all customers. Charges established
on the retail billing meters will be billed in accordance with the rate
schedule for the applicable class of service for that customer.
G. INTERCONNECTION APPROVAL
The interconnection equipment between the Generator's facility and the
point of connection to the CMP electrical system must be inspected and
accepted by a qualified CMP representative before the interconnection
can be established and parallel operation is allowed to commence.
Section II.L, "Approval Process and Required Information", specifies
how to initiate this process.
-6-
<PAGE>
D R A F T
H. GRANDFATHERING
Generators already connected to CMP's system are not exempt from the
requirements of this document. CMP's Technical Interconnection
Requirements are periodically revised to reflect changes in standard
electrical practice and CMP electrical system changes. Each generator's
facility will be subject to review as a result of analyzing local CMP
electrical system problems as well as during both the initial
inspection and the ongoing biennial test and inspection. CMP may
require reasonable modifications as a result of these reviews and
inspections.
-7-
<PAGE>
D R A F T
II. GENERAL REQUIREMENTS
In addition to specific requirements stated within this interconnection
document, Generators shall also comply with the following General
Requirements:
A. CODES AND STANDARDS
The Generator's installation shall meet all requirements of prudent
electrical practices, methods, and standards that are commonly used in
engineering as well as plant operations and maintenance to provide for
a safe and dependable installation.
In practice this means the equipment and installation shall conform to
the latest revision of the National Electrical Safety Code (NESC), the
National Electrical Code (NEC), and all other applicable Federal,
State, and Local Government codes. The operation and maintenance of the
installation shall also conform to all applicable American National
Standards Institute (ANSI), Institute of Electrical and Electronics
Engineers (IEEE), National Electrical Manufacturers Association (NEMA),
Occupational Safety and Health Administration (OSHA), Environmental
Protection Agency (EPA), International Electrical Committee (IEC),
Maine Department of Environmental Protection(MDEP), North American
Reliability Council (NERC), Federal Energy Regulatory Commission
(FERC), New England Coordinating Council (NPCC), and ISO New England
codes and standards.
B. CAPACITORS
Excitation or power factor correction capacitors may not be installed
on generators without the written consent of CMP.
C. PHASE UNBALANCES
There may be single-phase fuses or automatic line switching devices
installed between the CMP power source and the generator which may fail
and cause phase unbalances. It is the sole responsibility of the
Generator to protect their own equipment from any such unbalances that
may result from failure of these or other CMP devices.
D. REACTIVE CAPABILITY
All synchronous generators shall be rated to operate continuously at
any power factor (pf) between 90 percent lagging and 95 percent leading
and at any voltage level within +10 percent of rated voltage. The
Generator's
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D R A F T
step-up transformer will have a ratio such that the Generator's system
will support this voltage range. This will allow the Generator to
provide any required VAR support to the CMP electrical system. The
actual pf requirements for each generator will be specific to its
location on the CMP system and will be determined by CMP on an ongoing
bases. Generators may be required to operate their generator(s) in
either PF or voltage control as directed by CMP so as to assist CMP in
maintaining proper voltage and minimizing system losses. Where there is
a problem area, Generators must respond to CMP dispatcher requests to
increase or decrease MWs and MVARs so that CMP system operating limits
are not violated.
E. TRANSFORMER INTERFACE
In general, the Generator's facility shall interface with the CMP
system through a transformer or bank of transformers of an adequate KVA
rating and proper voltage rating for conversion from the facility's
generator voltage to CMP distribution or transmission voltage. The
ratio of this transformer will allow the Generator to comply with
paragraph D. above.
F. D.C. GENERATORS
Direct current generators may be connected to the CMP system through a
synchronous inverter. The inverter installation will be designed such
that a utility system interruption will result in the removal of the
inverter from the CMP system.
G. SYNCHRONIZING BREAKERS
A circuit breaker is normally required between each generation unit and
the unit step-up transformer. This breaker provides a means to
disconnect the generator from the CMP system under fault conditions as
well as providing a device to synchronize across. Under certain
conditions, it may be more economical to design this device into the
high voltage side of the unit step-up transformer. If this is the case,
the low voltage side will still need to be equipped with a disconnect
device.
H. CHANGES
Changes to the interconnection, including protective relaying and
metering, as well as changes to special operating conditions caused by
the Generator's equipment could affect the safety, reliability, and
performance of the CMP system. Therefore, all such changes must be
brought to
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D R A F T
the attention of CMP. No changes shall be undertaken until CMP has
approved them. The Generator will be responsible for all costs
associated with approved changes. These changes include but are not
limited to the following:
1. CHANGES TO THE CMP SYSTEM
CMP may find it necessary to perform changes on the CMP line
serving the interconnection. Such changes could, in turn,
affect the Generator's facility, resulting in required changes
there also. Should this work necessitate any upgrade to the
interconnection, the Generator must change the facility,
interconnection equipment, or protective devices as may be
required by CMP.
2. CHANGES TO THE INTERTIE PROTECTION SYSTEM
No modifications will be performed on the relays or their
specified set points or other associated equipment by the
Generator or the Generator's representative without written
approval from CMP. Unauthorized changes may result in facility
disconnection.
3. CHANGES TO TRANSFORMERS
No changes to the Generator's transformer step-up ratio is
allowed without written approval from CMP. Unauthorized
changes may result in facility disconnection.
4. CHANGES TO THE CMP PROTECTION SYSTEM
If any changes are required to the CMP Protection System due
to the facility's interconnection, those changes will be
performed by CMP at the Generator's expense.
5. UNAUTHORIZED CHANGES
Changes to the interconnection equipment without the required
CMP permission can impact safety, reliability, and/or the
performance of the CMP system. If this situation is found to
exist, then CMP will open the interconnection until CMP
considers the facility to be back in compliance.
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<PAGE>
D R A F T
I. CMP DISCLAIMER
CMP's review of the Generator's facility, equipment, interconnection
equipment, protective devices, and metering does not confirm or endorse
the design. CMP's review is not a warranty of safety, durability or
reliability of the facility or any of the equipment. CMP shall not, by
reason of such review or failure to review, be responsible for
strength, safety, details of design, adequacy or capacity of the
Generator's facility, equipment, interconnection equipment, or intertie
protection system.
J. SWITCHING EQUIPMENT AND STATION GROUND
Each installation must be provided with the following switching
equipment and station ground:
1. TIE DISCONNECT AND GROUNDING SWITCH
The generator will provide a manual, three-phase,
gang-operated, visible, lockable, interrupter switch at the
point of connection to the CMP system. This Tie Disconnect and
grounding switch will be operated by CMP personnel only as
described in Section VII of this document. Facilities with
generation capacity of 100 KW or less may have this
requirement waived as long as the requirement J.2 below is
met.
CMP will require continuous access to this switching equipment
to provide isolation from the CM system for maintenance and/or
emergency situations as specified in the Safety section of
this document.
2. HIGH-SIDE INTERRUPTING DEVICE
The high-side of the facility's service transformer must be
connected to the CMP system via a high-side breaker, recloser,
or fuse. The interrupting device must be capable of
interrupting both the facility's full generation capacity and
the maximum fault current possible at this location.
3. STATION GROUND
The facility's station ground must be designed and installed
in accordance with CMP substation standards and the NESC.
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D R A F T
K. PROTECTION SYSTEM REQUIREMENTS
Each Generator must design, install, maintain, and operate an
appropriate Protection System. The Generator must obtain CMP approval
of specific relays and intertie equipment before parallel operation can
begin. Section III of this document covers the CMP requirements of the
Protection System in greater detail.
L. LOCATION OF INTERTIE PROTECTION EQUIPMENT
Generation sites provide hostile environments for electrical equipment.
For example, hydro sites may be subject to flooding and steam plants
have fly ash, a corrosive material, which can penetrate into
electro-mechanical devices. This criteria must be considered in the
facilities overall design. Intertie Protective Equipment must be
located in a non-hostile, easily maintained, and readily accessible yet
secure location such as a control house.
M. APPROVAL PROCESS AND REQUIRED INFORMATION
To facilitate the CMP approval process for proposed generation
facilities larger that 1000 KW, this approval should be started easily
in the design stages of the Generator's proposed installation. To
initiate the approval process, the Generator must submit the following
information on the proposed facility:
1. Complete, accurate, and applicable data to enable the
proper modeling of the Generator's unit in load flow,
transient stability, and fault studies. This will include
line, transformer, and machine data as well as parameters for
exciter systems, governor systems, and power system
stabilizers.
2. Design data and specifications which assure that the
facility will have adequate reactive capability to meet
pre-determined voltage requirements at the interconnection
point.
3. All information regarding design and implementation of any
Special Protection System associated with its facilities.
4. Unit availability data including both unit design data and
known performance data from other facilities utilizing similar
equipment.
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<PAGE>
D R A F T
Appendix A of this section provides Electrical Equipment Data Sheets
that the Generator must complete and forward to CMP.
Upon receipt of the required information, CMP will review in detail the
Intertie Protection System requirements. Any additional requirements
not specified in this document will be determined. The Generator will
be contacted wand made aware of any necessary changes and the reasons
for those changes. The Generator will be required to submit to CMP
final design documents reflecting any changes required by CMP. These
documents will be reviewed and approved by CMP.
N. ROUTINE MAINTENANCE
As a minimum requirement, each Generator's facility is expected to
adopt an Operations and Maintenance program consistent with the
Operations and Maintenance section of this document.
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<PAGE>
D R A F T
APPENDIX II: ELECTRICAL EQUIPMENT DATA SHEETS
GENERATOR STEP-UP TRANSFORMER
-----------------------------
(Required for all sites)
Transformer MVA Rating _______________________________________
Transformer Voltage Rating _______________________________________
Available Taps _______________________________________
Connection of Windings _______________________________________
(i.e., Wye-Wye, Wye-Delta, etc.)
Transformer Leakage Impedances for Positive ________ p.u. on ________ tap
and Zero Sequence on the transformer base
between each pair of windings and for each ________ p.u. on ________ tap
available tap. etc., as needed
________ p.u. on ________ tap
________ p.u. on ________ tap
________ p.u. on ________ tap
________ p.u. on ________ tap
Type of Grounding* _______________________________________
Neutral Impedance (Reactance/Resistance)*_______________________________________
INTERTIE PROTECTION SYSTEM DATA
(Required for all sites)
Provide one line, three line, and DC elementary diagrams of the electrical
design showing the following information:
1. Generator step-up Transformer (GSU) - Ratio, Rating & Winding
Configuration.
2. Voltage Transformers (VTs) - Ratios, Ratings & Winding Configurations.
3. Current transformers (CTs) - Ratios & Ratings.
4. Protective Relays - Model and Style Numbers.
5. Switching Devices - Manufacturer's Electrical Specification.
6. Trip and Close Circuits.
7. Synchronizing Devices - Generator Specifications.
EXCITATION SYSTEM DATA
Required for sites > 1000 KW
Manufacturer _______________________________________
Expected In-Service Data _______________________________________
Type of Excitation System** IEEE Type 1 _____ 2 _____ 3 _____ 4 _____ DC _____
AC _____
ST _____
Voltage Response _______________________________________
Manufacturer Exciter Type _______________________________________
Manufacturer Regulator Type _______________________________________
Saturation Curve No. on Open Circuit _______________________________________
Saturation Curve No. for Rated Armature Current _______________________________
* Develop in conjunction with CMP.
** Please supply gains, time constants and limits applicable to the model.
IEEE Paper F 80-258-4, "IEEE Committee Report on Excitation System Models
for Power System Stability Studies" provides model descriptions and block
diagrams.
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<PAGE>
D R A F T
GENERATOR DATA
Required for sites > 1000 KW
<TABLE>
<S> <C>
Preliminary____ Final____
Manufacturer __________________________________
Generator Nameplate Number __________________________________
Expected In-Service Data __________________________________
Rated MVA at Rate H2 psig __________________________________
Rated KV __________________________________
Rated P.F. (+) __________________________________
Max. Turbine KW Capability __________________________________
(Utilizing over pressure, etc.)
Field Amperes for Rated Conditions __________________________________
Field Amperes for Rated Generator __________________________________
Volts & Amps. @ 0.p.f. Overexcited
Field Resistance _____________ Ohms @ ___________0C
Generator Grounding Type/Specification __________________________________
In Per Unit on Rated
Machine MVA and KW
------------------
Direct Axis Unsaturated Synchronous Reactance X4______________________
Quadrature Axis Unsaturated Synchronous Reactance X4______________________
Direct Axis Transient Reactance at Rated Current X(cent)_________________
Direct Axis Transient Reactance at Rated Voltage X(cent)_________________
Quadrature Axis Subtransient Reactance at Rated Current X2______________________
(where applicable)
Direct Axis Subtransient Reactance at Rated Current X2______________________
Quadrature Axis Subtransient Reactance at Rated Current X2______________________
Direct Axis Subtransient Reactance at Rated Voltage ______________________
Quadrature Axis Subtransient Reactance at Rated Voltage ______________________
Negative Sequence Reactance X2______________________
Zero Sequence Reactance X0______________________
Stator Leakage Reactance at Rated Voltage X1______________________
Stator Leakage Reactance at Rated Current X1______________________
Potier Reactance X1______________________
Positive Sequence Resistance R1__________ @ ______ 0C
Zero Sequence Resistance R0__________ @ ______ 0C
Negative Sequence Resistance R2__________ @ ______ 0C
Direct Axis Transient Open-Circuit Time Constant T_______sec. @ _____ OC
Direct Axis Subtransient Open-Circuit Time Constant T_______sec. @ _____ 0C
Quadrature Axis Transient Open-Circuit Time Constant T_______sec. @ _____ 0C
(where applicable)
Short-Circuit Time Constant of Armature Winding T_______sec. @ _____ 0C
Generator, Turbine and Exciter Inertia WR2_______________ Lb. FL2
Rated Speed __________________ R.P.M.
Inertia Constant on Machine Base H4_____________ Mw Sec./MVA
Saturation Curve No. on Open-Circuit ______________________
Saturation Curve No. for Rated Stator Current of 0 pf lagging ______________________
"V" Curve No. (Capacity Curve) ______________________
</TABLE>
The above resistances, reactances and time constants are defined in ASA
Standards-Definitions of Electrical Terms (Group 10-Rotating Machinery, Section
31).
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<PAGE>
D R A F T
III. SYSTEM PROTECTION
CMP provides necessary protection for its facilities and equipment.
Requirements for additional protection due to parallel operation of
generation facilities will vary depending on the size of the
installation and the nature of CMP's local system to which the
Generator's facility will be interconnected.
The following protection requirements will guide the Generator in
planning and designing generation facilities for parallel operation
with CMP.
A. CMP ENGINEERING REVIEW OF PROPOSED GENERATION FACILITY
CMP will only approve those portions of the drawings and other design
documents which apply to the Intertie Protection System. CMP will
determine what, if any, changes may be required to the CMP Protection
System due to the connection of the Generator's facility. This
includes an analysis of fault duty and normal ratings of system
breakers, reclosers, and other system equipment. As a result of the
review process the Generator must be prepared to fund any required
changes to the CMP system brought about by the addition of the
Generator's generation and to fund and implement required changes to
the Intertie protection System.
B. TRANSFORMER CONNECTIONS
The step-up transformer high voltage winding must be connected in a
wye configuration. The Generator will coordinate with CMP to select a
transformer connection and grounding arrangement For Distribution
connected generation, CMP and the Generator will perform calculations
together to ensure the CMP system remains "effectively grounded"
during a worst case fault condition with the generation on-line.
These calculations will consider the Generator's transformer
configuration and impedance such that X0/X1 less than 3 and R0/X1
less than 1 and that the voltage rise in the enfolded phases does not
exceed 125% of the nominal system line-to-ground voltage on the
affected circuit(s).
C. PROTECTION SYSTEM GENERAL DESCRIPTIONS
Each Generation facility must have an intertie protection system as
defined in this chapter and approved by CMP as well as a generation
equipment protection system to protect the generation facility's
equipment. CMP provides
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<PAGE>
D R A F T
its own Protection System on lines serving the Generator's facility.
In order that the CMP Protection System and the Intertie Protection
System operate together to provide the necessary level of protection
for the CMP power system, the Intertie Protection System associated
relay settings will be specified by CMP. In addition, CMP will
determine if any changes will be required to the existing CMP
Protection System or power system equipment, due to the connection
with the Generator's facility. These Protection Systems are required
to provide a safe interconnection under both normal and abnormal
conditions. The purpose of these systems is to ensure that the CMP
system and the generation system operate together reliably while
protecting load customers connected to the system.
1. INTERTIE PROTECTION SYSTEM
The Intertie Protection System will be designed to detect a
power system fault or abnormal condition. Detection of such a
fault will not take into consideration protection for the
Generator's electrical system or equipment. Its primary
concern is to provide protection for CMP's system and other
customers.
Requirements for the Intertie Protection System are
specified in this document. The Intertie Protection
System will:
o detect certain faults on the CMP electric system
and disconnect the Generator's facility from the
CMP system;
o minimize the possibility of the Generator's
facility being a safety hazard to the general
public and CMP personnel;
o operate to limit the severity and extent of system
disturbances and damage to CMP system equipment;
o monitor certain normal operating parameters on the
Generator's facility intertie and act to interrupt
that intertie if those monitored parameters do not
remain within certain limits;
o communicate with CMP equipment as required; and
o monitor for loss of the CMP utility supply (feed).
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<PAGE>
D R A F T
2. GENERATION FACILITY PROTECTION SYSTEM
CMP's intertie protection system requirements are designed to
protect the CMP system and are not designed to protect the
Generator's equipment. The Generator must provide all
additional protective relaying needed to protect their own
equipment. CMP will provide system data to the Generator to
allow the Generator to coordinate their protective systems
settings with the CMP system. The Generator's protection
system will:
o detect faults on the Generator's equipment and
disconnect from the CMP system;
o maintain the existing level of reliability of the
electric supply to CMP customers
o prevent energizing of a de-energized CMP circuit
except when doing so at the direct request of a
CMP system dispatcher; and
o be coordinated with the CMP protection system and
the intertie protection system.
3. BULK POWER SYSTEM (BPS)
Any Generator with generation interconnect to the BPS will be
required to meet Northeast Power Coordinating Council (NPCC)
guidelines for protection requirements. These guidelines
require redundant protection systems for such equipment as
station batteries, breaker trip coils, station service AC
supply, and breaker failure systems. CMP will verify these
requirements are incorporated into BPS interconnected
facilities.
D. QUALITY OF PROTECTION SYSTEM EQUIPMENT
Protection system components must perform under extreme environmental
and electrical transient conditions. Therefore, equipment ratings
must meet or exceed ANSI and IEEE Standards, i.e., all protective
relays must meet or exceed ANSI/IEEE Standard C37.90. In addition,
protection systems must include additional design, maintenance, and
testing features as follows:
1. EQUIPMENT QUALITY
The Intertie Protection System equipment, including auxiliary
equipment and instrument transformers, must be of a quality
comparable to that used in CMP's own protection systems.
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<PAGE>
D R A F T
2. PRIMARY WIRING
All primary or high voltage wiring of CTs, VTs, breakers,
etc., shall be in accordance with all applicable sections of
the National Electrical Safety Code, State Codes, Local Codes,
CMP standards and all standards of prudent electrical
practice.
3. SECONDARY WIRING
All secondary wiring and interconnections on the Intertie
Protection System and its associated equipment shall meet all
requirements of applicable National, State, and Local
Electrical Codes and all standards of prudent electrical
practice.
All intertie relay trip outputs must be hard-wired directly to
the tie breaker or interposing lockout device. No intertie
relay trip may be wired through, or derived from, any
interposing device, such as a programmable logic controller
(PLC) or a plant process computer.
Screws, studs, nuts, and terminals used for electrical
connections shall be nickel plated brass/copper alloy. The
wire used will be no smaller than #14 AWG stranded copper,
except wire used for grounding of CT and VT circuits will be
no smaller than #12 AWG. All wire insulation will be
cross-linked polyethylene or equivalent high quality
insulation (type "SIS" or equivalent). Polyvinyl chloride
insulation is not permitted. The minimum rating for insulation
is 600 volts. Wire terminations must utilize solderless,
------------------------------------------
"Crimp-Style" ring lug terminals. "Spade" or "Fork" type lug
------------------------------------------------------------
terminals are not permitted.
----------------------------
E. PRIMARY DISCONNECTING DEVICE
The Generator's facility must be connected to the CMP System through
a primary disconnecting device. This device must be capable of
interrupting the maximum fault current available at this device. If
this device is a breaker it must be capable of opening after loss of
either the facilities generation, or the CMP System, or both. In
addition, this breaker must have the ability to be electrically
tripped (opened) by the Intertie Protection System. If this device is
a fuse it must be sized considering the KVA rating of the facility
and will be sized well below the maximum available fault current at
the facility.
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<PAGE>
D R A F T
F. TRIP SOURCE (BATTERY)
The source of tripping and/or control power must be a storage battery
and battery charger, designed and suitable for the intended use.
(Small induction generators may be exempt from this requirement based
upon the design of the protection systems involved.) This trip source
will be an ungrounded system equipped with a ground detection system.
The battery must have sufficient capacity to permit operation of the
station in accordance with appropriate IEEE Standards or for a
minimum of eight (8) hours, in the event of a loss of the battery
charger or AC supply. The battery charger must be capable of
supplying the station load plus charging the battery and shall be
equipped with a DC over/undervoltage relay for monitoring of the
battery voltage and battery charger AC supply.
All DC power peripheral devices must be fused separately from the
protection system including the breaker trip coil(s). This
requirement will prevent the failure of any other device from
jeopardizing the security of the protection systems. Use of AC
voltage, or use of the generator exciter as a source of DC power, is
not an acceptable alternative to the battery and charger system. The
battery and breaker trip coil must be a nominal 48 volts DC, minimum.
The breaker trip coils and relay circuits must be monitored for loss
of DC.
G. BACKFEEDING
Backfeeding or Islanding is defined as freelance operation of the
Generator's facility supplying an isolated portion of the utility
system, for example the CMP breaker could open, interrupting the
utility source to the Generator's facility in conjunction with
continued operation of the Generator's facility in parallel with the
other CMP customers. Backfeeding can create hazards to personnel,
other customers, and the general public, and may cause equipment
damage.
Because of the hazards involved, backfeeding must be avoided under
all situations. In situations where the Generator's facility is not
immediately disconnected from CMP's system after the CMP source
breaker opens, additional relaying and/or communications equipment
will be required the Generator's expense to avoid this backfeeding
condition (see Section I., "Transfer Trip" below).
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<PAGE>
D R A F T
H. AUTOMATIC RECLOSING OF UTILITY LINES
CMP utilizes automatic reclosing on power lines to enhance the
reliability of service to its customers. Should a CMP recloser open
due to a detected fault condition, that recloser will automatically
reclose. Should a Generator's facility backfeed a portion of the CMP
system during the automatic cycling of the CMP recloser, the
Generator's equipment as well as other CMP customers' equipment could
be damaged when the recloser closes back in. If a Generator's
facility is susceptible to automatic reclosing of utility lines then
transfer trip equipment must be installed for protection of those
other CMP customers and the Generator's own equipment
Additional fault interrupting devices may exist between the CMP
substation breaker and the Generator's facility. Generators shall be
responsible for protecting their equipment from automatic or manual
reclosing of these CMP devices.
I. TRANSFER TRIP
CMP may require and the Generator may request that CMP install
transfer trip equipment as additional protection against the
Generator's facility backfeeding a CMP circuit This equipment shall
provide separation of the Generator's facility from the CMP system in
the event of system disturbances detected by CMP equipment remote
from the Generator's facility. The Generator will be responsible for
all costs associated with the installation, operations and
maintenance of such equipment, including the installation and ongoing
costs associated with any required communications channels.
The Generator may be required to provide local breaker failure
protection which may include direct transfer tripping to CMP's line
terminal(s) in order to detect and clear faults within the
Generator's facility that cannot be detected by CMP's back-up
protection.
J. CMP'S UNDERFREQUENCY LOAD SHEDDING (UFLS) PROGRAM
Frequency relays have been installed all CMP interconnected
generation facilities and their settings are specified within a
program designed to match load to generation during a situation such
as the loss of a major tie line or the loss of a large generating
source. This program is designed to return the system frequency to
acceptable limits following such a major system disturbance.
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<PAGE>
D R A F T
CMP must review and report annually to ISO New England and Northeast
Power Coordinating Council (NPCC) on this program. Frequency relaying
installed as part of the Intertie Protection System and the
Generator's Protection System will be set according to criteria which
will allow the CMP service territory to meet their area goals. Each
Generator is responsible to review the setting criteria to insure
that the CMP specified settings will not unduly stress their
generating equipment. In instances where these settings cannot be
implemented in accordance with this criteria or generator controls or
auxiliary equipment prevent generator operation at these frequencies,
the Generator must notify CMP. Generating equipment which cannot
support this program will not be allowed to operate in parallel with
CMP's electrical system.
Generators who have other frequency or speed control devices not
required by CMP must coordinate the setpoints of these devices with
the settings specified by CMP. The Generator will be responsible to
test any of these additional devices maintaining this test
information on file. Such information will be provided to CMP upon
request.
K. GENERATOR FACILITY ACCEPTANCE
Before parallel operation with the CMP System can begin, the
completed installation must be inspected by CMP to verify System
Protection requirements are met, operability of Intertie Protection
equipment is verified, and that all appropriate testing has been
completed. To expedite this process, the Generator will assign an
engineer or electrician who is currently registered or licensed in
the state of Maine. This person will coordinate the start-up testing
and operation of all equipment and act as the liaison between all
Generator representatives and CMP until the Generator has met the
technical requirements of the interconnection.
Two weeks prior to the initial functional test, the Generator shall
supply as-built protection drawings to CMP. These drawings must
provide sufficient information for CMP to analyze all functional test
requirements specified below.
One week or more before the initial functional testing, The Generator
shall supply a testing schedule that allows CMP to witness the
testing of selected intertie protection devices and control circuits
and to receive a copy of all test data. Testing shall consist of:
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D R A F T
o CT and CT circuit polarity, ratio, insulation,
excitation, continuity and burden tests.
o VT and VT circuit polarity, ratio, insulation and
continuity tests.
o Relay pick-up and time delay tests.
o Functional breaker trip test from protective relays.
o Relay in-service tests to check for proper phase
rotation and magnitudes of applied currents and
voltages.
o Breaker closing interlock tests.
o Paralleling and de-paralleling operation.
o Other relay commissioning tests typically performed for
the relay types involved.
Upon receipt of required information, evaluation of test results, and
completion of the installation, CMP will observe a functional test
and commissioning of the entire Intertie Protection System. This will
include a calibration check of the intertie protective relays and as
many trips of the intertie breaker and the generator breaker as CMP
considers necessary to verify the correct operation of the Intertie
Protection System and the breaker trip circuits. Phase rotation and
synchronizing will also be verified.
To facilitate this testing, test points must be accessible to permit
injection of test voltages or currents to verify the calibration and
operation of the components making up the Intertie Protection System.
One means of providing these test points is incorporating ABB FT type
or GE PK type test blocks into the facility design. These test points
shall also interrupt the protection system trip outputs. CMP must
review and approve the testability of the Intertie Protection System
as part of the initial design review.
After the final commissioning, the Generator must provide CMP with
one set of accurate drawings and maintain one set on-site. Any
subsequent changes to the facility impacting the Intertie Protection
System must be approved by CMP before being incorporated. After
incorporation, changes must be documented and incorporated into the
prints within ninety (90) days. A set of updated prints will be
provided to CMP within this time-frame.
L. SYNCHRONIZING TO THE CMP SYSTEM
All components of the intertie protection system and the Generator's
protection system and synchronizing circuits must be energized and
must function correctly before the
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<PAGE>
D R A F T
Generator will be allowed to begin parallel operation with CMP's
electrical system.
The Generator is solely responsible for properly synchronizing their
generator(s) to CMs electrical system. No more than a 3%
instantaneous variation in voltage (flicker) is allowed when
connecting or disconnecting any generator or station load to CMP's
electrical system. The circuit breakers associated with the
generating units must be equipped with facilities to automatically or
manually synchronize the generating unit with CMP's electrical
system. All synchronizing must be performed with the aid of either a
synchronizing relay or a synchroscope. A sync check relay is
recommended to prevent catastrophic errors during the synchronizing
process. Units larger than l MVA must be equipped with automatic
synchronizing.
NOTE: The Generator must notify the CMP dispatcher prior to
connecting or disconnecting any generation or station load
on CMP's system when such action is a planned operation.
CMP requires a detailed procedure from the Generator for the initial
synchronization. The Generator's actual synchronizing procedure will
require approval from CMP. A sample procedure is included as Appendix
A at the end of this section. Upon complete implementation of the
Generator's procedure and assuming that all technical requirements
have been met, the Generator will be allowed to connect to the CMP
electrical system and begin parallel operation.
NOTE: CMP's Dispatch Center must be notified at least 24 hours
prior to synchronizing to CMP's system by calling
1-800-750-2976 or 7-800-750-6934.
THE INITIAL SYNCHRONIZATION SHALL BE WITNESSED BY CMP.
M. CLASSIFICATION OF INSTALLATIONS
The following general classifications indicate the major operating
characteristics and protection requirements for five typical
installations.
The degree of protection required for each installation is dependent
on the size and type of the generator(s), type of circuit, location
within the CMP electrical system, fault current contribution,
transformer connection, and investment in substation equipment.
Larger transformers and circuit breakers needed to serve the
Generator's facility will require more sensitive and faster
protection schemes.
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<PAGE>
D R A F T
The classifications listed in this section indicate the important
characteristics of connecting to a distribution line or transmission
line. In general, a distribution line has only one connection with
the rest of the CMP electrical system. A transmission line generally
has two (or more) connections with the rest of the CMP electrical
system, and is typically of higher voltage. The following voltages
are typical phase to phase transmission voltages within the CMP
electrical system; 115 KV or 345 KV. CMP also has a subtransmission
system which operates at 34.5 KV.
The following classifications give a general overview of the types of
parallel connections approved for service on the CMP electrical
system. All classifications and/or variations must be reviewed and
approved by CMP prior to final acceptance and commissioning.
<TABLE>
<CAPTION>
Transformer
Type Rating Connection Utility Line
- ---- ------ ---------- ------------
<S> <C> <C> <C>
I I-phase less than or equal to 25 KW Single-phase Distribution
II 3-phase less than or equal to 100 KW Wye-Delta Distribution
III 3-phase greater than 100 KW Wye-Delta Distribution
IV Any size 3-phase Wye-Delta Transmission
V Any size 3-phase Wye-Delta Subtransmission
</TABLE>
-25-
<PAGE>
D R A F T
1. TYPE I INSTALLATIONS - (FIGURE III-L.*)
These are small single-phase induction generators or static power
converters connected to a distribution circuit, usually 12 KV(7200 V
phase to neutral). These units are usually protected by a molded case
circuit breaker and utilize a separate contactor for controlling the
generator connection. They require one overfrequency relay, one
underfrequency relay, one overvoltage relay, and one undervoltage
relay to control the contactor. Utility voltage must be reestablished
and stable before the Generator is allowed to reconnect. The
following are typical characteristics of the type I installation:
Designed by a manufacturer as a complete system planned for
connection to a 240 V, 2-pole molded case breaker.
Contactor is sized in accordance with the manufacturer's
specifications. In the absence of a manufacturer's
specification this contactor will be sized no greater than 2.0
times the available current at the rated output (KVA) of the
generator/static power converter.
Operation of the fused disconnect will be under control
of the local CMP line department
While some power may flow onto the CMP system from this type
installation, the primary purpose of this type installation is
to supply power to the home or small business to which it is
connected.
-26-
<PAGE>
D R A F T
[Figure of Type I Typical Installation]
Figure III-1
-27-
<PAGE>
D R A F T
2. TYPE II INSTALLATIONS - (FIGURE III-2.*)
These are three-phase generators (induction or synchronous) or static
power converters with a maximum generation of 100 kW.
This installation provides for power flow from the Generator's
facility to the CMP electrical system, however the primary
reason for the generation may be to supply the Generator's own
load.
This installation requires a primary circuit breaker, circuit
switcher, recloser, or contactor designated as component "52G"
in Figure III-2.
The high-side fuse will be sized by CMP based on the generator
output and the available fault current at the generator's
location.
Operation of the "tie" disconnect and of the high side fuses
will be under the control of the local CMP line department.
The Generator's control scheme for breaker "52M" must be
designed to allow for its closing only if the feed from CMP is
energized, and breaker "552G" is open. If breaker "52M" is
open and breaker "52G" is closed, the Generator may
synchronize across breaker "52M". If the feed from CMP is not
energized, then the Generator's control scheme must prevent
closing of breaker "52M".
VTs providing sensing input to Intertie Protective Relays must
be continuously rated for line-to-line voltage.
-28-
<PAGE>
D R A F T
[Figure of Type II Typical Installation]
Figure III-2
-29-
<PAGE>
D R A F T
3. TYPE III INSTALLATIONS - (FIGURE III-3.*)
These are three-phase generators (induction & synchronous) or static
power converters with generation greater than 100 KW. Typically a
distribution circuit can accept up to 1 MW of generation with the
intertie configuration shown in Figure III-3. Every proposed
installation will be looked at to determine the ability of the CMP
system to accept the generation at the proposed location. CMP will
study any facility greater than 1 MW and may study smaller facilities
in this category to determine if additional or different intertie
protection is required. An example of additional protection is the
need for a transfer trip system. An example of a different
requirement is the need to have the transformer high side provide a
ground source which would change the ground fault relaying to current
type relaying.
This installation provides for power flow from the Generator's
facility to the CMP electrical system as a normal operating mode.
However, the primary reason for the generation may be to serve the
Generator's own load.
This installation requires a primary circuit breaker, circuit
switcher, recloser, or fuse designated as component "52L" in
Figure III-3, which is capable of interrupting the maximum
available fault current at this location.
Operation of the "TIE" disconnect will be under the
control of the local CMP line department
The Generator's control scheme for breaker "52M" must be
designed to allow for the closing of breaker "52M" only if the
feed from CMP is energized. If the feed from CMP is not
energized, then the Generator's control scheme must prevent
closing of breaker "52L" and "52M."
CMP may require a transfer trip system, at the Generator's
expense, to allow automatic separation of the generator from
CMP's electrical system in the event of system disturbances
detected by CMP equipment remote from the generating site.
The transfer trip scheme, if required, would trip the
Generator's intertie breaker if the CMP breaker feeding the
distribution line trips on a detected fault. This will prevent
the Generator's facility from backfeeding on CMP's system.
-30-
<PAGE>
D R A F T
Transfer trip systems WILL BE required on circuits when the
total generation exceeds the minimum distribution line circuit
load and/or when generation is greater than 5 MW.
VTs providing sensing input to Intertie Protective Relays must
be continuously rated for line-to-line voltage.
-31-
<PAGE>
D R A F T
[Figure of Type III Typical Installation]
Figure III-3
-32-
<PAGE>
D R A F T
4. TYPE IV INSTALLATIONS - (FIGURE III-4.*)
This installation covers a generator that is interconnected to the
transmission system. While this transmission system is made up of a
115 KV system and a 345 KV system, the majority of generation
facilities will be interconnected at the 115 KV level.
This installation provides for power now from the Generator's
facility to the CMP electrical system as a normal operating mode.
However, the primary reason for the generation may be to serve the
Generator's own load.
This installation requires a primary circuit breaker or
circuit switcher designated as component "52L" in Figure
III-4, which is capable of interrupting the maximum available
fault current at this location.
The CMP Dispatch Center directly controls the operation of all
switching devices on CMP's transmission system. On this type
facility, the Generator's switches affected are the tie
disconnect switch, the station grounding switch, and "52L."
The Generator's control scheme must be designed to allow for
the closing of breaker "52G" only if the feed from CMP is
energized, or breaker "52L" is open. If breaker "52L" is open
and breaker "52G" is closed, the Generator may synchronize
across breaker "52L." If the feed from CMP is not energized,
then the Generator's control scheme must prevent closing of
breakers "52G" and "52L." Blackstart facilities will require
an override to this control which will be utilized only under
the direct authorization of CMP's dispatch center.
This installation requires pilot channel relaying and/or
transfer trip for high speed fault clearing capability.
VTs providing sensing input to Intertie Protective Relays must
be continuously rated for line-to-line voltage.
CMP may require the Generator to provide two independent,
redundant relaying systems in accordance with ISO New England
and NPCC criteria for the protection of the bulk power system
if the interconnection is to the bulk power system or if it is
determined that delayed clearing of faults within the
-33-
<PAGE>
D R A F T
Generator's facility could adversely affects the bulk power
system.
* Figure III-5 provides a legend of symbols used in the Installations
Diagrams, Figures III-I through III-4.
-34-
<PAGE>
D R A F T
[Figure of Type IV Typical Installation]
Figure III-4
-35-
<PAGE>
D R A F T
[Figure of Schematic Symbols]
Figure III-5
-36-
<PAGE>
D R A F T
5. TYPE V INSTALLATIONS
This installation is interconnection to CMP's subtransmission system
(34.5 KV). The interconnection requirements for this type facility
could be like either a type II or type IV facility or could lie
somewhere in between the requirements for a type III and a type IV
facility. Actual requirements will be determined by CMP depending on
the characteristic of the generation facility and of CMP's
subtransmission system in the area of the generation facility.
N. PROTECTION SYSTEM DEVICE NUMBERS AND FUNCTIONS
<TABLE>
<CAPTION>
Device Description
- ------ -----------
<S> <C>
21P Primary Line Relaying
This relay is required to interface with remote terminal
relaying and requires some type of transfer tripping or pilot
communications scheme.
27 Undervoltage Relay
Used to detect an out of tolerance voltage condition and is
usually set at 90% of nominal system voltage.
29 Test Facility
This is used to isolate components and relays from their
respective source(s) and load(s) to facilitate maintenance and
testing.
50/51 Phase Overcurrent Relays
These relays are used to detect transformer faults and initiate
tripping of the intertie breaker without causing loss of service
to other CMP customers. The time overcurrent element will be set
to coordinate with CMP's line relaying. The instantaneous
element will typically be set at 125% of low-side fault to
provide high-speed clearing of transformer internal faults.
50/51G Ground Overcurrent Relay
The time overcurrent instantaneous elements are used to detect
transformer faults.
50/51N Natural Ground Overcurrent Relay
Used to detect feeder unbalance and coordinate with other
protective devices on the circuit.
51V Voltage Controlled Overcurrent Relay
Used to detect feeder faults and to trip the Generator's
generation when coordination with other protective devices on
the circuit is required.
The overcurrent element is typically set considering the
generator's damage curve. The voltage element will typically
operate 80% of normal system voltage to obtain the clearing
required yet maintain the generation during a sag in system
voltage.
52 AC Circuit Breaker
a device used to close and interrupt an AC power circuit under
normal conditions and to interrupt the AC circuit under fault or
emergency conditions.
</TABLE>
-37-
<PAGE>
D R A F T
<TABLE>
<CAPTION>
Device Description
- ------ -----------
<S> <C>
58 Time and Instantaneous Overvoltage Relay
The time overvoltage element is used to detect an out of
tolerance voltage condition. It's time element will be set 10%
above the normal system voltage on distribution circuits and 15%
above the normal system voltage on transmission circuits.
The instantaneous element is used to detect _______________ or
extreme overvoltages possible during fault conditions. It will
be set 20%-30% above the normal system voltage.
59G/T Time Delay Ground Overvoltage Relay
This relay is used to detect ground faults during a backfeeding
condition when the feeder side of the Generator's Generator
step-up transformer is undergrounded. This relay requires three
voltage transformers connected grounded-wye on the high-side and
broken-delta on the low side. The 59G/T relay is connected
across the broken delta to measure the zero sequence voltage
(Vo) on the feeder. The overvoltage relay must be able to
withstand 3 times the rated single phase VT secondary voltage,
and is usually set for approximately 15% of the single VT
secondary voltage.
59G/1 Instantaneous Ground Overvoltage Relay
The relay is used for the same purpose and connected in the same
manner as the 59G/T relay. It is normally set at 110% of the
rated single phase VT secondary voltage and provides protection
for extreme overvoltage conditions. This relay must also be able
to withstand 3 times the rated single phase VT secondary
voltage.
81/O Over and Underfrequency Relays
81/U Set to prevent backfeeding of the Generator's generation with other
CMP customers. These relays are usually set 0.5 Hertz to 1.0 (HZ)
above and below 60 HZ. The time settings are relatively fast,
normally 0.5 seconds or less at 2 Hz above or below the setpoint.
Generators whose generation is required to support CMP's Loan Shedding
program will have an underfrequency setting of 57.4 HZ or 56 HZ and a
trip time of 0.35 seconds tested at 2 Hz below the setpoint. These
facilities will have an overfrequency setpoint of 60.5 Hz to 61 Hz and
a trip time of less than 1.0 Sec. tested 2.0 Hz above the setpoint.
One relay of each function is required.
87 Transformer Differential Relay
This relay is used to detect internal transformer faults and is
required on larger installations to coordinate with transmission
line relaying.
</TABLE>
O. EXCEPTIONS
While the majority of installations have been discussed, this
document cannot cover every possible contingency or variation in
equipment to be encountered at the various Generator installations.
Questions on the protective relaying to be used at any installation
not covered by this document shall be addressed to CMP.
-38-
<PAGE>
D R A F T
APPENDIX III: SAMPLE SYNCHRONIZING PROCEDURE FOR COMMISSIONING
<TABLE>
<S> <C>
PURPOSES: To verify proper rotation and phase relationships of primary and secondary
circuits of Generator's generator and CMP System prior to connection.
DISCUSSION: Both the incoming and running VTs will be energized from a common source.
Rotation and phase angle checks will be taken on both
VTs and the synchronizing circuits will be verified
for correct operation.
PRECAUTIONS: To prevent personnel injury and motoring the generator, the links between
the generator and the main bus shall be removed prior to performing any
switching.
This safety of the plant will be the Generator's responsibility.
PREREQUISITES: o Verify that all relay and control testing has been completed and the unit
step-up transformer and all other pertinent equipment is ready for
energization.
o Verify that 86 devices have been reset.
o Verify generator and transformer relays are operable.
o Verify transformer auxiliaries are ready to be energized and operable.
o Signature ____________________________________
PROCEDURE: a. Energize main step-up transformer from CMP System.
b. Read and record rotation on running VTs.
c. Read and record bus voltage on running VTs for all 3-phases.
Phase A __________________
Phase B __________________
Phase C __________________ By: ___________________
d. Close generator breaker to energize incoming VTs.
e. Observe synchroscope is at 12 o'clock position. If not at 12 o'clock
position, STOP and inform CMP.
By: ______________________
f. Read and record rotation on incoming VTs. Should be
the same as running VTs. If not, STOP and inform CMP.
By: ______________________
g. Read and record bus voltage on incoming VTs for all 3-phases.
Phase A __________________
Phase B __________________
Phase C __________________ By: ___________________
h. Should be the same as running VTs. If not, STOP and inform CMP.
By: ______________________
i. Return system to normal.
j. Reinstall generator links.
k. Rack generator breaker into test position.
l. Bring unit up to rated speed and voltage.
m. Using a strip chart recorder, record voltage and speed matching capability.
n. Allow auto synchronizing equipment to close generator breaker in test
position. Record phase angle difference between
generator bus and CMP System at time of closing.
Mismatch must be less than 1% between the incoming
and running voltmeter. The phase difference must be
zero. (This information required to be on file with
CMP.)
O. Open the generator breaker.
NOTE: If provisions have been made for manual synchronizing, the operator
must demonstrate his ability as follows:
p. Select sync selector to "Manual".
q. Adjust unit speed allowing at least 6 seconds per
revolution on the synchroscope (generator faster than
CMP electric system).
r. Adjust voltage to less than 1% voltage mismatch.
s. At 6 seconds per revolution, the operator would
initiate the close pulse approximately 5 degrees
prior to the 12 o'clock position.
t. Record phase angle difference between generator bus
and CMP System at time of closing.
u. Rack generator breaker into normal operating position and repeat
synchronizing procedures n. through t.
By: __________________ (This information required to be on file with CMP.)
FINAL
CONDITIONS: o Synchronizing procedure has been completed.
Date/Time: _______________
Operator: _______________
</TABLE>
-39-
<PAGE>
D R A F T
IV. METERING
Any location where a Generator's facility is connected in parallel
with the CMP system will be metered to measure energy flow in two
directions. Even if the Generator's facility has a separate station
service or self-excited generator, two-way metering will be required
for the generator intertie. The metering requirements contained
herein assume directional metering at the point of interconnection.
A. IN AND OUT METERING
Metering of energy flowing from the CMP system into a customer is
known as "IN" Metering and metering of energy flowing out from a
Generator's facility to the CMP system is known as "OUT" Metering.
Due to State of Maine tax on energy use. CMP is required to have both
---------------------------------------------------------------------
a detented "IN" meter and a detented "OUT" meter on all generation
------------------------------------------------------------------
facilities.
-----------
B. NET ENERGY BILLING
When the generation is 100 KW or less and the Generator elects Net
Energy Billing, CMP will provide, install, own, maintain, and test at
its expense the metering equipment required to measure energy flowing
both "IN" and "OUT".
The Generator will provide the meter mounting device or the necessary
metering enclosures and metering conduit for the "IN" meter per CMP
Standard Requirements. For Net Energy Billing generation facilities
only (with single-phase, 200 Amp, self-contained metering), CMP will
provide the meter mounting device for the "OUT" meter. This may
consist of a separate enclosure or a special adapter (adapts a
standard socket base to a two socket arrangement).
The following guidelines are to be used to determine the Net Energy
Billing metering requirements:
1. DETENTED METERS
All installations will require two standard KWH (or
Time-of-Use) meters with detents.
2. DEMAND REGISTER
All General Service (non-residential) installations above the
Small General Service (SGS) retail rate will
-40-
<PAGE>
D R A F T
require the addition of a demand register to measure
"IN" KW demand.
3. "IN" KVAR
Three phase installations will require the addition of "IN"
KVAR metering.
C. "OUT" METERING (OTHER THAN NET ENERGY BILLING)
CMP will own, maintain, and test all metering equipment required to
measure and record energy flowing "OUT" from the Generator's facility
to the CMP system. "OUT" metering equipment required for rendering a
bill to CMP will be installed at the expense of the Generator (see
paragraph I, "Metering Costs").
The Generator must provide the necessary metering conduits and
enclosures in accordance with CMP Standard Requirements. The
enclosures should be of sufficient size to accommodate the
time-of-use metering. The Generator must also provide a telephone
service to any required pulse billing recorder. All metering
equipment and installations will be approved, inspected, tested, and
maintained in keeping with standard CMP policy.
The following guidelines should be used to determine the "OUT"
metering requirements for specific installations:
1. ALL INSTALLATIONS
All installations, regardless of size, must include a standard
KWH meter with detent.
2. INSTALLATIONS WITH SPECIAL CONTRACT REQUIREMENTS
All installations with special contract requirements
(On-peak/Off peak, demand limits) must also include a billing
pulse recorder (remotely interrogated via the telephone line).
3. INSTALLATIONS LARGER THAN 5 MW
All installations with generation above 5 MW must also include
a back up pulse recorder, a WATT/VAR transducer, a voltage
transducer, and the necessary equipment for telemetering MW,
MVAR, KV, and MWH to CMP dispatching. (Refer to SCADA section
of this document for additional information.)
-41-
<PAGE>
D R A F T
D. "IN" METERING (OTHER THAN NET ENERGY BILLING)
CMP will provide, install, own, maintain, and test at its expense,
all metering equipment required to measure energy flowing "IN" to the
Generator's facility.
The CMP-owned metering devices will normally be located in or on the
Generator's structures with access provided for CMP personnel. Other
arrangements are possible by mutual agreement
The Generator must provide the necessary metering conduits and
enclosures in accordance with CMP Standard Requirements.
All metering equipment will be inspected, tested, and maintained in
keeping with the standard CMP policy.
Unless CMP agrees otherwise, the following guidelines must be used to
determine the "IN" metering requirements for specific installations:
1. ALL INSTALLATIONS
All installations, regardless of size, must include a
standard KWH meter with detent
2. INSTALLATIONS WITH LOAD UP TO 400 KW
All installations (other than residential) with load up to 400
KW must also include a KW demand register and a KVARH/KVARD
meter.
3. INSTALLATIONS WITH LOAD GREATER THAN 400 KW
All installations with load above 400 KW must also include
time-of-use meters (to measure both KWH/KVD and KVARH/KVARD)
and a pulse recorder.
NOTE: All generation facilities on an interruptible rate will
require a pulse recorder which can be remotely
interrogated via the telephone line.
E. READING METERS
All meters, both "IN" and "OUT", will be read monthly by CMP as part
of the routine operations. The "IN" meter readings will be processed
in the conventional method.
Except in the case of Net Energy Billing, the "OUT" meter readings
will be provided to the Generator in letter form
-42-
<PAGE>
D R A F T
by the CMP Service Center or Cogeneration Department on a
monthly basis. The Generator will, in turn, render a bill
for energy to CMP Co., 83 Edison Drive, Augusta, Maine,
04336, Attention: Purchased Power Administration.
F. METERING ONE-LINE DIAGRAMS
Diagrams of seven typical metering schemes are included as Figures
IV-1 through IV-7 at the end of this section.
G. METERING ENCLOSURE DIAGRAMS
Diagrams of several typical meter enclosure schemes are included as
Figures IV-8 through IV-10 as typical reference material.
H. CMP APPROVAL
CMP approval must be obtained for the design and specifications of
any metering equipment, such as in the case of switchgear
installations furnished by the Generator. Factory certification of
tests is required for all instrument transformers.
I. METERING COSTS
The Generator must pay in advance CMP's estimated equipment and
installation cost, including any engineering and computer programming
costs, for the "OUT" metering equipment which is required for
rendering a bill to CMP. With the exception of Net Energy Billing,
this charge will include the cost of instrument transformers (VTs and
CTs) if their primary purpose is the measurement of energy sold to
CMP. In the case of existing installations, this charge may also
include the cost of any modifications of "IN" metering required to
accommodate the Generator. Final billing will be adjusted to actual
costs upon completion of the work. CMP may charge replacement cost if
the equipment installed is not new.
In addition to the one-time charge for metering equipment, a monthly
operation and maintenance (O&M) charge shall be assessed on the
installed value of the metering equipment required to provide the
"OUT" metering. This charge will vary if either the equipment or the
O&M rate is modified. (The O&M rates are defined in Section 13 of
CMP's Terms and Conditions as filed with the PUC.) There is also a
monthly charge for processing pulse data required for rendering a
bill to CMP.
All metering equipment installed shall be owned by CMP.
-43-
<PAGE>
D R A F T
J. CALIBRATION
CMP may test the metering equipment periodically. Tests are made in
accordance with CMP's meter testing program and are typically
scheduled annually.
-44-
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-1
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-2
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-3
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-4
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-5
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-6
<PAGE>
D R A F T
[Figure of One Line Diagram Customer Generation]
Figure IV-7
<PAGE>
D R A F T
[Figure of Underground Outdoor Overall Meter Enclosure Mounting]
Figure IV-8
<PAGE>
D R A F T
[Figure of Underground Outdoor Overall
Meter Enclosure (with Telemetering)]
Figure IV-9, Page 1 of 2
<PAGE>
D R A F T
[Figure of Underground Outdoor Overall
Meter Enclosure (with Telemetering)]
Figure IV-9, Page 2 of 2
<PAGE>
D R A F T
[Figure of Two Outdoor Overall Meter Enclsoure (With VT's)]
Figure IV-10
<PAGE>
D R A F T
V. SUPERVISORY CONTROL AND DATA ACQUISITION (SCADA)
CMP employs a Supervisory Control and Data Acquisition (SCADA) system
to control and monitor the status of its power system. This SCADA
system provides real time status of the power system and its
components by gathering information at each installation via a Remote
Terminal Unit (RTU) or equivalent device interconnected to a Master
Control Computer.
Generation facilities with 5 MW or more of net generation must have
an RTU or similar equipment, as approved by CMP, to provide the
necessary information for monitoring the stability and integrity of
CMP's electrical system.
The following requirements must be complied with to ensure that CMP's
dispatch center can monitor the integrity of the CMP system.
A. RTU REQUIREMENTS
The Generator's RTU must be compatible with CMP's Master Control
Computer which employs the Leeds and Northrop Conical protocol to
communicate with its RTUs. RTU design and procurement must be
reviewed with CMP to ensure compatibility between the Generator's RTU
and CMP's Master Control Computer.
B. NORMAL SCADA REQUIREMENTS
Generators that are required to install an RTU shall provide for the
following telemetry.
1. ANALOG DATA (FOR EACH GENERATING UNIT)
a. Unit Net Real Power Output (Megawatts)
b. Unit Net Reactive Power Output (Megavars)
c. Unit Output Voltage (Kilovolts)
2. DIGITAL DATA (FOR EACH GENERATING UNIT)
a. Unit Net Hourly Energy Output
(Megawatthours)
b. Net Hourly Energy input (Megawatthours)
(where required)
3. OPEN/CLOSED STATUS OF EACH GENERATOR CIRCUIT
BREAKER
-56-
<PAGE>
D R A F T
C. ADDITIONAL SCADA REQUIREMENTS
CMP, at its discretion, may require the following data quantities,
measured at the point of interconnection with CMP's transmission or
distribution system, in addition to or in lieu of the quantities
listed in (l) and (2) above:
1. ANALOG DATA
a. Net Real Power flow (Megawatts)
b. Net Reactive Power flow (Megavars)
c. System voltage (Kilovolts)
2. DIGITAL DATA
a. Net Hourly Energy Output (Megawatthours)
b. Net Hourly Energy Input (Megawatthours)
3. OTHER DATA
a. OPEN/CLOSED status of each Circuit Breaker
(if any) between the Generator Breakers
referenced in B.3. above and the point of
interconnection with the CMP Power System.
b. Miscellaneous trouble alarms (if any)
associated with protective relay equipment
considered vital to the protection of the
CMP transmission network (Examples include
"Loss of Transfer Trip Guard Tone", "Power
Line Carrier Checkback Failure", and "Loss
of Protective Relay DC").
D. COMMUNICATION CHANNEL REQUIREMENTS
The Generator is responsible for establishing and maintaining a
dedicated communications channel with the CMP dispatch center. This
channel will provide the link over which the SCADA information is
communicated. This channel will normally be a leased telephone
circuit; however, other means may be available to the Generator upon
approval by CMP.
-57-
<PAGE>
D R A F T
VI. POWER QUALITY
The Maine Public Utilities Commission has established certain
criteria for CMP to meet in order for all power consumers to be
served in a manner consistent with expected power quality standards.
The following criteria are established to ensure that generation
facilities within CMP's service area provide the power quality
expected by power consumers and other generators.
A. VOLTAGE
The voltage from synchronous generators must be controlled so that
CMP can maintain the distribution voltage within +5% of nominal.
Voltage limits for generation facilities connected to the CMP
electrical system will be determined by CMP. Any facility with
synchronous generators may be required to provide voltage support to
the CMP system by operating their generator anywhere within the
generator's capability curve as directed by CMP dispatch center.
B. FLICKER
Any sudden change in real or reactive power from the Generator's
equipment is reflected as sudden voltage changes that can cause
problems to equipment and also cause lights to flicker. The voltage
change or flicker depends on the frequency of the change and the
location of the measured values. Flicker limitations will be
determined at the nearest interconnected power consumer to the
Generator's facility and will be based on the flicker chart of %
voltage fluctuation versus fluctuations per time period, as given in
IEEE Standard 519: "IEEE Recommended Practice and Requirements for
Harmonic Control in Electric Power Systems."
C. HARMONIC CONTENT
The harmonic content of the voltage and current waveforms on the CMP
system must be restricted to levels which will not cause any
interference or equipment operating problems for CMP or its
customers.
Minimum requirements for limitations of harmonic content on the CMP
system shall comply with IEEE standard 519.
Harmonic problems will also be addressed on a complaint basis. CMP
will disconnect from its system any generator causing harmonic
interference until the condition has been corrected. If CMP
determines that the Generator's
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D R A F T
facility is the cause of the problem, then that generation must be
removed from the CMP system until the condition is resolved. In
addition, all costs associated with research and corrective action,
including settlements paid to other customers, will be at the
Generator's expense.
-59-
<PAGE>
D R A F T
VII. SAFETY
The interconnection of multiple generation facilities (controlled by
many independent companies) on CMP's electrical system introduces
additional safety concerns and the need for good communications
between CMP and all Generators. This also necessitates that
additional steps be added to CMP's work procedures for all feelers
known to interconnect generation facilities.
A. SWITCHING AND TAGGING
Strict adherence to established Switching, Tagging and Grounding
procedures must be maintained for the safety and protection of all
personnel. CMP will perform all switching operations of the Tie
Disconnect switch at the Generator's site in accordance with CMP's
"Switching and Tagging Procedures" manual. CMP will lock this switch
in the appropriate switch position (open or closed) based upon CMP's
system requirements and the Generator's request The Generator will be
able to Lock and Tag this switch in the open position only. This
provision is made to allow the Generator to comply with Occupational
Safety and Health (OSHA) requirements for Lock-Out/Tag-Out. When the
Generator requests this switch closed, all locks and tags added by
the Generator or Generator's representatives must be properly cleared
before CMP will clear the CMP lock, operate the switch, and lock it
in the closed position.
B. CODE REQUIREMENTS
All Generators are subject to the National Electrical Safety Code
(NESC), as well as the National Electrical Code (NEC). CMP tasks all
of its engineers with oversight of NESC and NEC requirements on all
CMP systems and interconnected facilities.
C. CMP RESPONSIBILITY
When CMP is required to work on a generator's premises, an inspection
of the work area will be made by CMP representatives. If CMP believes
that hazardous working conditions exist, the Generator will be
required to correct the unsafe condition before CMP will commence
work.
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D R A F T
D. GENERATOR RESPONSIBILITY
The Generator is responsible for establishing a program to comply
with all required safety regulations for protection of personnel.
1. SWITCH OPERATION
Should opening of the Tie Disconnect be required, the
Generator with generation equal to or greater than 5 MVA
should contact the CMP Dispatch Center at 1-800-750-2976 or
1-800-750-6934. Generators less than 5 MVA should call the CMP
trouble number at 1-800-696- 1000. This call must be placed
two (2) workdays before the switching needs to be done. CMP
will respond to an emergency call for operation of this switch
on a priority basis.
2. WORKING ON DE-ENERGIZED EQUIPMENT
It is the Generator's responsibility to ensure that the
equipment served by the switch CMP has opened is actually
deenergized. This equipment must be checked for voltage, using
appropriate techniques, and grounded before any work begins.
3. SWITCH ACCESS
The Generator must provide CMP unrestricted, continuous access
to the Tie Disconnect switch. If this switch is located inside
a Generator's facility, such as a substation, then that
facility must be dual locked by the Generator and CMP in a
manner such that opening either lock will enable access to
that facility.
E. DEENERGIZED CIRCUITS
The Generator shall not energize a deenergized CMP circuit unless the
generation facility is black start capable. This black start
capability must be verified by CMP and the generation facility must
be acting under the direct authorization of a CMP dispatcher for a
generator to energize a deenergized circuit.
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<PAGE>
D R A F T
VIII. OPERATIONS AND MAINTENANCE
CMP's customers are affected by the Generator's operation and
maintenance practices. Practices that promote a highly reliable
source of power will enhance the quality of service to all of
CMP's customers.
A. GENERATOR INTERFACING
There are many events that will necessitate communications between
CMP and the Generator.
1. TROUBLE CALLS
Each Generator may call the CMP trouble number for inquiries
about CMP power outages and other day-to-day problems,
1-800-696-1000. Requests for CMP to open/close the
Generator's Tie Disconnect switch should be made to CMP as
indicated in the Safety section, Section VII., of this
document.
2. METERING
The metering package at the Generator's facility will be on
a regular calibration schedule which is coordinated by the
CMP Meter Department. This department will attempt to
contact the Generator prior to actually calibrating these
meters. The Generator can observe this procedure if desired.
3. NORMAL BUSINESS
TBD
B. SITE INSPECTION
The following site inspections will be coordinated between the
Generator and CMP.
1. INITIAL INSPECTION
The initial inspection includes the Generator's facility
acceptance testing which must be conducted before the
Generator will be allowed to generate in parallel with the
CMP system. The facility testing is described in Section
III.J. of this document. This inspection will also involve a
discussion and observation of standard operation and safety
procedures.
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<PAGE>
D R A F T
2. ANNUAL INSPECTION
This inspection is optional from CMP's perspective. If
conducted, it will be concerned with operation and
maintenance procedures, documentation, and adherence to all
applicable codes and standards.
3. BIENNIAL TEST AND INSPECTION
This visit will occur every two years after the initial
inspection. All items of concern for the annual inspection
will be verified and a test of the intertie system will be
performed per Section VIII.E.1. This test will include input
verification testing, overall operability, and calibration
of protective relays. Input verification testing will
include verification of VT and CT circuits, transformer
ratios, and DC availability. The examination of overall
operability will entail verification of trip circuits
including a trip test of each breaker tripped by the
intertie relaying. Calibration of relays will verify the
setpoints and confirm the ability of the protective devices
to respond within CMP specified parameters.
Protective Intertie Relay calibration testing must be
performed by a qualified contractor and observed by CMP, or
at the Generator's option, may be performed by CMP.
Verification of setpoints will be in accordance with CMP
specifications.
C. SITE ACCESS
CMP will require site access for the following reasons:
1. ROUTINE ACCESS
CMP will require access to the Generator's facilities to
perform the inspections and tests detailed in this document
as well as for other business needs. Normally, this type of
access will be coordinated and scheduled by phone so as to
enable each party to conduct the necessary business with
minimum impacts to the other party.
2. EMERGENCY ACCESS
CMP will require unrestricted access to the Tie
Disconnect switch per Section VII.D.3. of this
document. In an emergency situation, it may be
necessary for the Generator's generation to be
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D R A F T
disconnected from the CMP system. Should an emergency exist,
CMP will utilize the following procedure to disconnect the
Generator's facility from the CMP system.
a. If the Generator's site is manned and time
permits, CMP will request the plant operator
to reduce generation then trip the
generator(s) off-line in accordance with
standard operating procedures. CMP will then
open the Generator's Tie Disconnect switch
using CMP's switching procedures.
b. If the Generator's site is not manned or
---
time does not permit, CMP will open the Tie
---
Disconnect switch using CMP's switching
procedures. Should the Generator discover
that the site has been disconnected from the
CMP system, the Generator may call the CMP
trouble call number (1-800-696-1000) for
information.
THE TIE DISCONNECT SWITCH MUST BE AVAILABLE FOR OPERATION BY
CMP PERSONNEL AT ALL TIMES.
D. OPERATIONAL REQUIREMENTS
CMP transmission and distribution facilities are designed to
provide safe, reliable service to all customers. Generators
operating in parallel width the CMP System must not operate in a
manner which results in unacceptable Service to other CMP
customers. Generators whose generation equipment results in
unacceptable service to CMP customers or whose equipment adversely
effects the CMP System must immediately correct any problems by
performing modifications to equipment as necessary to prevent the
recurrence of those problems. If necessary, CMP will require the
Generator to discontinue parallel operation until the problems
have been corrected.
During maintenance, testing, or repair of CMP facilities, CMP may
request the Generator to discontinue parallel operations. Such
maintenance may require that CMP open the tie disconnect switch.
The following operating requirements are necessary to ensure
reliable service and that the operation of generation equipment
does not cause any adverse effects on the CMP System.
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<PAGE>
D R A F T
1. VOLTAGE CONTROL
The Generator must automatically adjust generation to
maintain adequate voltage regulation under a variety of
operating conditions. CMP's distribution voltage to all
customers must be maintained within +5% of nominal voltage
at all times. The Generator must employ an automatic method
of disconnecting generation equipment from the CMP system if
the CMP system voltage cannot be maintained within this
tolerance.
2. REACTIVE POWER
To prevent the degradation of system voltage to CMP's
customers as a result of interconnection with a Generator's
facility, Generators with synchronous generators shall
generate such reactive power as may be reasonably necessary
to maintain voltage levels
and reactive area support.
3. SYSTEM PERFORMANCE REPORTING
For CMP to adequately assess the performance of its system,
ensure compliance with regulatory requirements, and provide
conformance reporting to NPCC and ISO New England,
Generators will be required to submit the following
operational information:
a. Continuously (Units Larger than 5 MW):
Accurate and reliable metering and
information regarding status and the output
(MW, MVAR, KV, MWH, and alarms) of the
Generator's facility as specified in Section
V. of this document.
b. When Available: Information about whether
the facility has capability for
participation in system restoration or has
black start capability.
c. Each Year or as Required: Maintenance
schedules for the generator, step-up
transformer, tie breaker, and protection
system.
d. Biennially: Setpoint verification on all
underfrequency/overfrequency relays or
underspeed/overspeed devices which are not
part of the Intertie Protection Equipment.
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<PAGE>
D R A F T
NOTE: All such devices must be approved by
CMP in accordance with Section
III.J. of this document.
e. After Outages or Relay Operations:
Information about any outage or intertie
relay operation involving their facility as
per CMP instructions for Relay Operation
Target Report within two (2) working days.
(See sample report, Figure VIII-1 and
instructions on ______________ Appendix A of
this section.) These forms are available
through CMP's Purchased Power Administration
Department.
E. MAINTENANCE
The Generator will have full responsibility for the routine
maintenance and testing of the interconnection equipment.
Maintenance and testing shall include the Intertie Protection
System, the Generator's Protection System, the Unit Step-up
Transformer, the Intertie Circuit Breaker, and the Station Battery
and Charging System. CMP will monitor maintenance on the Intertie
Protection System, the Intertie Circuit Breaker, and the Station
Battery and Charging System.
CMP is primarily interested in the performance of the total
facility to ensure that the facility operates with no adverse
impact to CMP customers and causes no damage to CMP equipment.
Therefore the Generator is also expected to maintain the generator
and all of its support systems.
As a minimum, Generators must perform all periodic maintenance and
testing according to the recommended manufacturer's maintenance
and test guidelines and as specified in this section and as
specified in reference documentation of controlling authorities.
Maintenance records are required to be maintained and must be made
available to CMP during the annual inspections and biennial test
and inspections. Specific equipment test data must be made
available to CMP upon request to provide evidence that the
equipment will operate as intended. Failure of the Generator to
provide proper testing and maintenance will result in the
Generator being notified and requested to take prompt corrective
action within ten (10) days. Should the Generator then fail to
provide the proper testing and maintenance, CMP may require that
parallel operation
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<PAGE>
D R A F T
cease until appropriate corrective action is taken and
CMP approval is obtained.
If the interconnection equipment is not properly maintained, fails
to perform its intended function, or has been modified from that
approved by CMP, then CMP will give notice to correct the area of
noncompliance or will open the interconnection. The time allowed
for the Generator to comply, while remaining on line, will depend
upon CMP's assessment of the safety, reliability, and performance
issues relating to the noncompliance. The Generator shall bear the
cost of any necessary testing that may be requested by CMP. CMP
may require testing as a result of a malfunction of a protection
system component, or the like.
CMP may inspect any of the intertie equipment, including the
protection systems, whenever such an inspection is deemed
necessary by CMP. This inspection may include tripping of the
intertie circuit breaker(s).
All outage schedules and maintenance work will be coordinated
through CMP.
The Generator must implement a maintenance program consistent with
acceptable industry practice so as to achieve a highly reliable
interconnection. During site visits, CMP representatives will be
interested in checking maintenance records and performing testing
as follows:
1. INTERTIE PROTECTION SYSTEM (EXCLUDING THE TIE
BREAKER)
The Generator must perform a relay calibration test every
two (2)years using equipment of known accuracy. This
biennial test shall include calibration and operational
tests of individual relays and functional tests of the
subsystems and the total system. Calibration checks will
include verification of setpoints and voltage and current
measurements. Operational and functional tests will include
as many trips of the tie and/or generator breakers as
necessary and a synchronizing test, and any other test as
may be required by CMP. Transfer trip equipment will be
tested where applicable. During the biennial operational
test, up-to-date design drawings must be made available to
CMP personnel to allow for safe, reliable testing of the
facility.
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<PAGE>
D R A F T
2. INTERTIE CIRCUIT BREAKERS/RECLOSERS AND
TRANSFORMERS
The Generator will perform maintenance on these devices at a
maximum interval not to exceed twenty-four (24) months. The
Generator must provide to CMP the identity and
qualifications of the personnel who perform this maintenance
and any associated testing. This maintenance must be
coordinated with the CMP Dispatch Center to obtain the
proper zones of clearance.
3. STATION BATTERY AND CHARGING SYSTEM
Batteries associated with the Intertie Protection System
must have a high degree of reliability. To ensure that the
Intertie Protection System performs its intended function,
the Generator must implement a battery preventative
maintenance (PM) program to include periodic battery
inspections and testing as approved by CMP. The reports from
these battery inspections and tests shall be maintained by
the Generator and made available for review by CMP personnel
during the periodic tests and inspections of the facility
and at other times as requested by CMP.
A normal float charge will be maintained on the battery and
a high-rate (equalizing) charge will be performed
periodically as recommended by the manufacturer or
applicable IEEE standards. The battery must be cleaned and
each cell must be appropriately and conspicuously marked
with a cell number for reference. Where applicable, cell
fluid levels must be maintained with appropriate replacement
fluid, in accordance with manufacturers recommendations.
An initial capacity test must be performed on any new
battery, prior to placing the battery into service. Results
of this initial test must be made available to CMP upon
request.
a. Battery Inspections: The PM program will
include monthly battery inspections to
measure and record, as a minimum, overall
battery voltage and the following parameters
on a pilot cell, voltage, specific gravity
(where applicable), and temperature.
Quarterly these readings will be taken and
recorded on each battery cell. Also on a
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<PAGE>
D R A F T
quarterly bases an indication of battery
condition (cleanliness, presence of
corrosion, condition of battery leads and
connections) will be recorded with notes of
any corrective maintenance required and
performed. A sample form for recording this
information is included as Figure VIII-2 in
Appendix A of this section.
A high-rate charge will be performed as
required, or battery cells replaced, if the
cells aren't within the manufacturer's or
applicable IEEE standard recommendations, or
if a trend of reduced cell voltage is
detected. Where inspection data is
incomplete or indicates battery
deterioration or improper maintenance, CMP
will require the completion of a battery
capacity test or replacement of the battery.
During the biennial test and inspection, the
Generator may be required to perform a
battery inspection in the presence of CMP's
representative. The results of this
inspection will be reviewed by CMP for
compliance with this station battery PM
requirement.
b. Battery Testing: The Generator must perform
a battery capacity (load-discharge) test on
the station battery that provides tripping
power for the CMP required Intertie
Protection System. This load discharge test
must prove that the station battery retains
at least 80% of its rated capacity. If the
capacity falls below 80%, the battery must
be replaced. This test shall be done prior
to battery commissioning and at least every
five years during the battery's operational
life. The battery testing will be done under
the latest applicable IEEE Standards and in
accordance with manufacturer's
specifications.
Load testing, as approved by CMP on a
case-by-case basis, may be used as an
alternative to capacity testing. To obtain
approval for the load testing program the
Generator will supply CMP with a proposed
battery test program certified by a
professional engineer. The professional
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<PAGE>
D R A F T
engineer must certify that the battery test
program will yield test results that
reliably indicates the battery's capacity to
meet the needs of the generation facility.
F. NERC PLANNING STANDARDS
As part of the facility interconnection requirements, the
Generator is required to meet National Electric Reliability
Council (NERC) Planning Standards. This standard requires physical
testing to be performed to verify that actual equipment
performance matches design data. Parameters to be verified include
generator gross and net capability, gross and net reactive power
capability, voltage regulator controls, speed/load governor
controls, and excitation systems. These standards include
requirements for the following testing and information (the
detailed requirements for these tests will be approved by CMP):
o The Generator shall annually verify the gross and net
summer and winter capability of each unit.
o Every five(5) years, the Generator shall perform a test to
verify the gross and net reactive capability, both leading
and lagging, of their units.
o Every five(5) years, the Generator shall test voltage
regulator controls and limit functions, speed/load governor
controls, and excitation systems to verify equipment
performance against design specifications.
The Generator shall analyze generation protective system
misoperations for root cause and corrective action.
Some units are required by CMP to have "black-start" capability.
If CMP determines that the Generator requires black start
capability, then every five (5) years the Generator is required by
analysis or test to successfully verify their station's back start
capability.
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<PAGE>
D R A F T
APPENDIX VIII-A: INSTRUCTIONS FOR RELAY OPERATION TARGET REPORT
(CMP Form #3062 - Rev. 2/93)
The following instructions are a guide to using this relay operation target
form. An example of a properly filled out form is including as Figure VIII-1.
This form was filled out for a problem on CMP's line; an automobile struck a
pole causing an outage. The accident was seen at the generation site as a ground
fault problem and the instantaneous ground fault relay, CIDABC01, tripped the
high side breaker 521, causing the site to go off-line until the problem was
---
corrected. Note that in this example, the enunciator called the site operator at
home so the time of the trip is known.
This is the same form that is used to report operations of CMP protective
relays. The following instructions for completing the form should answer the
majority of Generator questions. Any additional questions can be addressed to
CMP by contacting the CMP System Protection group at 626-9620 or Purchased Power
Administration group at 623-3521.
This form will be completed and forwarded, within 48 hours of a relay target
operation, to the System Protection Group (NAOA), Central Maine Power Company,
Edison Drive, Augusta, ME 04336.
Station: The name of the facility where the relay is located.
- -------
Date: The date the form is filled out. This is also the date the target is
- ----
reset.
Inspector/Operator: The person reporting the target drop.
- ------------------
Phone: The extension, or phone, where the inspector/operator can be reached.
- -----
Section/equipment: Not applicable to Generators.
- -----------------
Breaker Number: The number, per the facility one-line diagram, assigned to
- --------------
the breaker, such as; 52G, KG1, etc.
Time and Date tripped: The time when the device tripped. If unknown, and the
- ---------------------
station has SCADA capability, call the system dispatcher for the date of
operation. If the station is not manned or tied to SCADA, write the date of the
last station check under System disturbance details.
This will indicate a time frame within which the event occurred.
Relay I.D. number: This is the CMP identification number affixed to the
- ------------------
relay. The first three digits of this I.D. should be CID. Report all relays
including a trip flag.
Target letter: This indicates which element of the relay operated to trip the
- -------------
breaker.
T or I: This indicates either a time delayed or instantaneous
------
relay operation, which is usually displayed by a red flag.
LED: This target letter is displayed by an LED next to a label
---
indicating the target.
Phase Target: This indicates which phases were faulted during
------------
the event. Typically displayed by a red flag.
Alpha-numeric: This target display uses ANSI designations to
-------------
indicate the type of fault that occurred. For example; 21Z1, 51N,
ABC, AG etc.
Refer to the manufacturer's instruction book for instructions on
retrieving target information from specific relays.
Recloser: In this space check off the choice that applies.
- --------
Auto: Indicates that the generator breaker automatically
----
resynchronized.
SCADA: Indicates reclosing was performed by the system
-----
dispatcher.
Local: Indicates local reclosing by the station operator.
-----
Odometer reading: The previous odometer reading should be available in the
- ----------------
station logbook.
Time closed: The time the generation is brought back in parallel with CMP. If
- -----------
the date for re-energization is different than the trip date, add it in the
column also.
System disturbance details: In addition to the list on the form, indicate
- --------------------------
any information that may be relevant to the situation. For example: "wood crews
were working in the area". Record information received from CMP in this section
also.
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<PAGE>
D R A F T
Weather conditions on date of event: Circle or list the condition. If the
- -----------------------------------
weather condition was extreme, indicate this in the line labeled "Other".
Supervisor's signature: Signature of the person completing the report or
- ----------------------
facility supervisor/manager in accordance with standard facility operating
procedures.
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<PAGE>
D R A F T
CENTRAL MAINE POWER FAX (207) 626-9608
- --------------------------------------------------------------------------------
System Protection Department (207) 626-9600
Substations Operations N.A.S.C.
53 Anthony Avenue
Augusta, Maine 04330
SITE:_________________________________________ DATE:___________________________
SUPERVISOR/OPERATOR: ______________________________ PHONE:_____________________
OPERATION REPORT FOR PROTECTIVE RELAYS
TRIPPED RELAY ID TARGET TIME
- --------------------------------
DATE TIME NUMBER CLOSED
- ----------- ------------- ------------ ------------ ----------
- ----------- ------------- ------------ ------------ ----------
- ----------- ------------- ------------ ------------ ----------
- ----------- ------------- ------------ ------------ ----------
- ----------- ------------- ------------ ------------ ----------
COMMENTS:
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
-----------------------------------------------------------
- --------------------------------------------------------------------------------
WEATHER CONDITIONS ON DATE OF EVENT - (Circle if known):
fair wind rain sleet snow thunder, lightning
other ______________________________________________________________
- --------------------------------------------------------------------------------
SPECIAL INSTRUCTIONS:
o Fill out and FAX to CMP at the number listed above, or fold as
indicated attached first-class postage and drop in the mail.
- --------------------------------------------------------------------------------
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<PAGE>
D R A F T
APPENDIX VIII-B: SAMPLE STATION BATTERY MONTHLY INSPECTION FORM
Location__________ Make______ Date
No. of Cells____ Type____ Yr Mfd____ Voltage
Batt Temp__(degree)F Normal Charging Current___ Temp CORR.
Readings: o Corrected
o Not Corrected
- --------------------------------------------------------------------------------
INDIVIDUAL CELL READINGS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
# VOLTAGE SPECIFIC FL # VOLTAGE SPECIFIC FL # VOLTAGE SPECIFIC FL
GRAVITY GRAVITY GRAVITY
<S> <C> <C>
1 21 41
2 22 42
3 23 43
4 24 44
5 25 45
6 26 46
7 27 47
8 28 48
9 29 49
10 30 50
11 31 51
12 32 52
13 33 53
14 34 54
15 35 55
16 36 56
17 37 57
18 38 58
19 39 59
20 40 60
</TABLE>
REMARKS:
* Fluid Level: A check indicates fluid was added to a
specific cell due to a low fluid level.
Taken by: _____________________
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<PAGE>
D R A F T
IX. REFERENCES
The references listed below will provide the Generator with a ready
list of relevant technical standards and documents pertaining to the
design, operation, and maintenance of a Generator's facility to be
operated in parallel with an electric utility.
ANSI/IEEE Std. 100-1984, IEEE Standard Dictionary of
Electrical and Electronic Terms.*
ANSI/IEEE Std. 450-1987, IEEE Recommended Practice for
Maintenance, Testing, and Replacement of Large Lead Storage
Batteries for Generating Stations and Substations.
ANSI/IEEE Std. 484-1987, IEEE Recommended Practice for
Installation Design and Installation of Large Lead Storage
Batteries for Generating Stations and Substations.*
ANSI/IEEE Std. 485-1983, IEEE Recommended Practice for
Sizing Large Lead Storage Batteries for Generating Stations
and Substations.*
ANSI/IEEE Std. 519-1992, IEEE Recommended Practices and
Requirements for Harmonic Control in Electrical Power
Systems.*
ANSI/IEEE Std. 929-1988, IEEE Recommended Practice in
Utility Interface of Residential and Intermediate
Photovoltaic (PV) Systems.*
ANSI/IEEE Std. 1001-1988, IEEE Guide for Interfacing
Dispersed Storage and Generation Facilities with Electric
Utility Systems.*
ANSI/IEEE Std. 1035-1989, Test Procedures for Utility
Interconnected Static Power Converters.*
ANSI/IEEE C2-1993, National Electrical Safety Code.*
ANSI/IEEE C37.90-1978, Standard Relays and Relay Systems Associated
with Electric Power Apparatus.
ANSI/IEEE C-37.95-1989, Guide for Protective Relaying of
Utility-Consumer Interconnections.*
ANSI/NFPA 70HB-1993, National Electrical Code Handbook.
IEEE 88 THO224-6-PWR, Intertie Protection of Consumer-Owned
Sources of Generation.*
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<PAGE>
D R A F T
IEEE Paper F 80 258-4, IEEE Committee Report on Excitation
System Models for Power System Stability Studies.*
MPUC Chapter 32 - Service Standards for Electric Utilities.
MPUC Chapter 36 - Cogeneration and Small Power Production.
North American Electric Reliability Counsel (NERC) Planning
Guide; see WWW.NERC.COM
Northeast Power Coordinating Counsel (NPCC) Criteria on Bulk Power
Systems; 29 CFR Part 1910, Control of Hazardous Energy Source,
Occupational Safety and Health Administration.
Bulk Power System Criteria as specified by:
1. ISO New England Criteria, Rules and Standards; see
WWW.ISO-NE.COM
2. New England Power Coordinating Counsel (NPCC)
Criteria; see WWW.NPCC.com
3. Maine Bulk Power System; call CMP system dispatch @
1-800-750-6934
* IEEE information can be obtained from:
The Institute of Electrical and Electronic Engineers (IEEE), Inc.
345 East 47th Street
New York, NY 10017
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<PAGE>
EXHIBIT 99.(C)
SCHEDULE C
SUBSTATIONS OPERATIONS
AND
MAINTENANCE SERVICE
- --------------------------------------------------------------------------------
Substation operations and maintenance services may be provided by the Seller or
the Buyer at agreed upon terms and conditions. The following substation
operations and maintenance services may be provided by the Buyer to the Seller,
per Attachment 1.
T&D Services That Could Be Provided By The Buyer
------------------------------------------------
Category
A. Routine Tasks
-------------
Include the Following:
1. Switching and Tagging under the direction of System Operations.
2. Visual and Operational inspections. These routine inspections of T&D
equipment and facilities shall be done in accordance with the CMP
Maintenance Guide.
3. Provide documentation of actions taken.
B. Emergency Tasks
---------------
Include the Following:
1. Provide first response services i.e. respond to alarms, investigate
problems and notify Sellers System Operators.
2. Make the area safe by isolating failed equipment and switching to
restore substation operations.
3. Provide mutual load shedding under the direction of System Operations.
4. Provide documentation of actions taken
C. Other Tasks
-----------
Include the Following:
1. Ground keeping including snow removal.
<PAGE>
Attachment 1
------------
<TABLE>
<CAPTION>
LOCATIONS B\\1\\ A,B\\2\\ B\\3\\ B\\4\\
- -----------------------------------------------------------------
<S> <C> <C> <C> <C>
Androscoggin #3 NO NO NO NO
- -----------------------------------------------------------------
Androscoggin Lower NO NO NO NO
- -----------------------------------------------------------------
Bar Mills Hydro YES YES NO YES
- -----------------------------------------------------------------
Bates Lower/Continental NO NO NO NO
- -----------------------------------------------------------------
Bates Upper YES YES NO YES
- -----------------------------------------------------------------
Bonny Eagle YES YES NO YES
- -----------------------------------------------------------------
Brunswick Hydro YES YES NO YES
- -----------------------------------------------------------------
Cape YES YES NO YES
- -----------------------------------------------------------------
Cataract Hydro/Factory Island YES YES NO YES
- -----------------------------------------------------------------
Deer Rips Hydro YES YES NO YES
- -----------------------------------------------------------------
Fort Halifax YES YES NO YES
- -----------------------------------------------------------------
Lockwood Hydro NO NO NO NO
- -----------------------------------------------------------------
Gulf Island YES YES NO YES
- -----------------------------------------------------------------
Harris Hydro YES YES NO YES
- -----------------------------------------------------------------
Hill Mill YES YES NO YES
- -----------------------------------------------------------------
Hiram YES YES NO YES
- -----------------------------------------------------------------
Kezar Falls NO NO NO NO
- -----------------------------------------------------------------
Ledgemere NO NO NO NO
- -----------------------------------------------------------------
Mason Station YES YES NO YES
- -----------------------------------------------------------------
Monty Hydro NO NO NO NO
- -----------------------------------------------------------------
North Gorham Hydro YES YES NO YES
- -----------------------------------------------------------------
Oakland Hydro (M2) YES YES NO YES
- -----------------------------------------------------------------
Rice Rips Hydro (M3) NO NO NO NO
- -----------------------------------------------------------------
Shawmut Hydro YES YES NO YES
- -----------------------------------------------------------------
Skelton YES YES NO YES
- -----------------------------------------------------------------
Union Gas (M5) NO NO NO NO
- -----------------------------------------------------------------
W.F. Wyman Station YES YES NO YES
- -----------------------------------------------------------------
West Buxton Hydro YES YES NO YES
- -----------------------------------------------------------------
Weston Hydro YES YES NO YES
- -----------------------------------------------------------------
Williams Hydro YES YES YES YES
- -----------------------------------------------------------------
Wyman Hydro YES YES NO YES
- -----------------------------------------------------------------
</TABLE>
<PAGE>
EXHIBIT 99.(D)
SCHEDULE D
REVENUE METERING:
- --------------------------------------------------------------------------------
Central Maine Power Company will retain ownership of all metering necessary to
measure and record the energy flow to and from the generating plants. This
shall include:*
1. Watt-hours meters (Generator and station service or Net.).
2. Pulse recorders and associated pulse devices
3. Test switches or test blocks
4. All interconnection wiring
The metering points are listed in the "Central Maine Power Company Generation
Metering" list dated 10/23/97.
*Note: If the metering point is at, or on CMP Co. side of, the interconnection
point, or if the metering point is on the Buyer Co. side of the interconnection
point and the metering instrument transformers (CT's & VT's) are dedicated
solely to revenue metering; then CMP Co. will also retain ownership of the
metering instrument transformers (Cts and Vts) and associated wiring.
<PAGE>
SCHEDULE D
CENTRAL MAINE POWER COMPANY
GENERATING STATION METERING
December 23, 1997
<TABLE>
<CAPTION>
LOCATION NAME QUANTITY MFR. MFR %LOSS METER
MEASURED TYPE SER. # ADJUSTMENT TO KV
POINT OF
RECEIPT
- -----------------------------------------------------------------------------------------------------------------
HYDRO
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ANDRO 3 - DEER RIPS KWH, ANDRO 3 DSW-63 30-871-017 .51 13.2
GEN
- -------------------------------------------------------------------------------------------------------------
ANDRO LOWER KWH, S/S TR VW63-A 70-550-430 - -
- -------------------------------------------------------------------------------------------------------------
ANDRO LOWER KWH, S/S SC MS-2S-E 30-883-803 - -
- -------------------------------------------------------------------------------------------------------------
ANDRO LOWER KWH, GEN. D4A-2 70-282-209 2.0 .6
- -------------------------------------------------------------------------------------------------------------
BAR MILLS KWH, GEN 1 D2B-2F 81-787-462 .78 2.4
- -------------------------------------------------------------------------------------------------------------
BAR MILLS KWH, GEN 2 D2B-2F 80-995-068 .78 2.4
- -------------------------------------------------------------------------------------------------------------
BAR MILLS KWH, STA.SER. 76-495-733 - -
- -------------------------------------------------------------------------------------------------------------
BAR MILLS KWH, STA.SER. 85-950-172 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL LOWER KWH, GEN 2.0 .6
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, BNK.1 out 64-615-494 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, BNK.2 in 78-802-024 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, BNK.2, out 50-837-285 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, GEN.1 64-574-788 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, GEN.3 64-765-235 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, MOTOR & SS 82-666-552 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, BNK.1 in 70-550-429 - -
- -------------------------------------------------------------------------------------------------------------
BATES MILL UPPER KWH, GEN.2 55-277-290 - -
- -------------------------------------------------------------------------------------------------------------
BONNY EAGLE KWH, KT1L (GEN QUANTUM 80-017-725 - -
1,2)
- -------------------------------------------------------------------------------------------------------------
BONNY EAGLE KWH, KT2L (GEN QUANTUM 80-017-786 - -
3,4)
- -------------------------------------------------------------------------------------------------------------
BONNY EAGLE KWH, KT3L (GEN QUANTUM 80-054-070 - -
3,4)
- -------------------------------------------------------------------------------------------------------------
BONNY EAGLE KWH, ST.SER. IM70 91-843-027 - -
- -------------------------------------------------------------------------------------------------------------
BONNY EAGLE KWH, ST.SER. VM62 86-318-985 - -
- -------------------------------------------------------------------------------------------------------------
BRUNSWICK HYDRO KWH, GEN 2 DSW-63 30-975-281 - -
- -------------------------------------------------------------------------------------------------------------
BRUNSWICK HYDRO KWH, GEN 3 DSW-63 30-975-282 - -
- -------------------------------------------------------------------------------------------------------------
BRUNSWICK HYDRO V2H ISVW-70 69-529-681 - -
- -------------------------------------------------------------------------------------------------------------
BRUNSWICK HYDRO KWH, GEN 1 D4B-8F 68-099-650 - -
- -------------------------------------------------------------------------------------------------------------
BRUNSWICK HYDRO KVARH, GEN 1 D4B-8F 68-099-648 - -
- -------------------------------------------------------------------------------------------------------------
BRUNSWICK HYDRO KWH, ST.SER. DSW-63 30-964-074 - -
- -------------------------------------------------------------------------------------------------------------
CATARACT (EAST) KWH, GEN. DSW-63 30-816-990 - -
- -------------------------------------------------------------------------------------------------------------
CATARACT (EAST) KWH, STA.SER. 37-203-034 - -
- -------------------------------------------------------------------------------------------------------------
CATARACT WEST (NKL) KWH, GEN 1&2 2.0 .6
- -------------------------------------------------------------------------------------------------------------
CATARACT WEST (NKL) KWH, STA - -
- -------------------------------------------------------------------------------------------------------------
CONTINENTAL MILL KWH, GEN. 1-6 V-3A 33-195-519 2.0 .6
- -------------------------------------------------------------------------------------------------------------
CONTINENTAL MILL KWH, S/S TR D4B-2F 64-190-834 - -
- -------------------------------------------------------------------------------------------------------------
</TABLE>
-1-
<PAGE>
SCHEDULE D
CENTRAL MAINE POWER COMPANY
GENERATING STATION METERING
<TABLE>
<CAPTION>
LOCATION NAME QUANTITY MFR. MFR %LOSS METER
MEASURED TYPE SER. # ADJUSTMENT TO KV
POINT OF
RECEIPT
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONTINENTAL MILL KWH, S/S SC MS-2SE 33-095-035 - -
- -------------------------------------------------------------------------------------------------------------
DEER RIPS KWH, GEN 1-7 DSW-63 30-871-019 .51 13.2
- -------------------------------------------------------------------------------------------------------------
DEER RIPS KWH, STA.SER. IMW-70-S/1 77-806-246 - -
- -------------------------------------------------------------------------------------------------------------
DEER RIPS KWH, STA.SER. V-63-A 82-741-048 - -
- -------------------------------------------------------------------------------------------------------------
FORT HALIFAX KWH, GEN. 1 DSW-64 30-979-502 1.23 4
- -------------------------------------------------------------------------------------------------------------
FORT HALIFAX KWH, GEN 2 DSW-64 31-002-715 1.23 4
- -------------------------------------------------------------------------------------------------------------
FORT HALIFAX KWH, STA.SER. DSW-64 30-937-809 - -
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KWH, GEN 1 DSW-63 30-871-182 1.0 12
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KWH, GEN 2 DSW-63 30-871-208 1.0 12
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KWH, GEN 3 DSW-63 30-884-378 .45 13.2
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KWH, SS/240V DSW-63 30-871-211 - -
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KWH, SS/120V DSW-63 30-871-207 - -
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KWH, T4 DSW-63 30-885-706 - -
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND KQH, T4 DSW-63 30-885-707 - -
- -------------------------------------------------------------------------------------------------------------
GULF ISLAND V2H, T4 ISVW-70 57-225-179 - -
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, JKMN CIR DSW-63 30-878-552 - -
- -------------------------------------------------------------------------------------------------------------
HARRIS KQH, JKMN CIR DSW-63 30-878-551 - -
- -------------------------------------------------------------------------------------------------------------
HARRIS V2H, JKMN, CIR ISVW-70 57-225-160 - -
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, GEN 1 DSW-63 30-871-260 1.0 13.2
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, GEN 2 ES-3 90-054-158 1.0 13.2
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, GEN 3 ES-3 90-054-155 2.6 13.2
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, GEN 2 DSW64 30-878-700 - -
MOTOR
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, GEN 3 DSW64 30-878-701 - -
MOTOR
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, GEN 4 DS-63 31-011-487 1.0 2.4
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, HEADWORKS DSW-63 30-870-550 - -
- -------------------------------------------------------------------------------------------------------------
HARRIS KWH, STA.SER. DSW-63 30-859-275 - -
- -------------------------------------------------------------------------------------------------------------
HILL MILL KWH, IN V-3A 25-210-132 - -
- -------------------------------------------------------------------------------------------------------------
HILL MILL KWH, OUT V-3A 25-282-794 2.0 .6
- -------------------------------------------------------------------------------------------------------------
HILL MILL KWH, STA.SER. 70-185-823 - -
- -------------------------------------------------------------------------------------------------------------
HIRAM KWH, GEN 1 D4B-2F 71-540-415 1.0 2.4
- -------------------------------------------------------------------------------------------------------------
HIRAM KWH, GEN 2 D4B-2F(M) 71-428-183 .54 12
- -------------------------------------------------------------------------------------------------------------
HIRAM KWH, ST.SER. D4B-2F 71-383-669 - -
- -------------------------------------------------------------------------------------------------------------
KEZAR LOWER & MIDDLE KWH, GEN(NET) 95-924-106 NO 12
- -------------------------------------------------------------------------------------------------------------
KEZAR LOWER & MIDDLE KWH, (IN) 70-588-482 - -
- -------------------------------------------------------------------------------------------------------------
KEZAR UPPER KWH, GEN(NET) 77-387-562 NO 12
- -------------------------------------------------------------------------------------------------------------
KEZAR UPPER KWH, (IN) 90-176-921 - -
- -------------------------------------------------------------------------------------------------------------
LEDGEMERE KWH, GEN(NET) 76-702-695 NO 12
- -------------------------------------------------------------------------------------------------------------
LEDGEMERE KWH, (IN) 67-581-955 - -
- -------------------------------------------------------------------------------------------------------------
</TABLE>
-2-
<PAGE>
SCHEDULE D
CENTRAL MAINE POWER COMPANY
GENERATING STATION METERING
<TABLE>
<CAPTION>
LOCATION NAME QUANTITY MFR. MFR %LOSS METER
MEASURED TYPE SER. # ADJUSTMENT TO KV
POINT OF
RECEIPT
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
LOCKWOOD/MERIMILL GEN.1-6 KWH OUT QUANTUM 80-047-089 1.23 4
LOCKWOOD/MERIMILL GEN.1-6 KWH IN QUANTUM 80-047-089 -
- -------------------------------------------------------------------------------------------------------------
LOCKWOOD/MERIMILL GEN.1-6 KVARH IN QUANTUM 80-047-089 -
- -------------------------------------------------------------------------------------------------------------
LOCKWOOD/MERIMILL GEN.7 KWH IN DSM-63 31-015-279 - -
- -------------------------------------------------------------------------------------------------------------
LOCKWOOD/MERIMILL GEN.7 KVARH IN DSM-63 31-015-278 - -
- -------------------------------------------------------------------------------------------------------------
LOCKWOOD/MERIMILL GEN.7 KWH OUT DS-63 30-925-782 NO 12
- -------------------------------------------------------------------------------------------------------------
LOCKWOOD/MERIMILL GEN.7 KWH, STA.SER. D4B-3F 77-686-278 -
- -------------------------------------------------------------------------------------------------------------
M2, OAKLAND KWH, GEN. DSW-64 30-919-652 1.0 4
- -------------------------------------------------------------------------------------------------------------
M2, OAKLAND KWH, STA.SER. DSMW-64 30-996-345 - -
- -------------------------------------------------------------------------------------------------------------
M3, RICE RIPS KWH, GEN. VW64A 55-250-551 1.0 4
- -------------------------------------------------------------------------------------------------------------
M3, RICE RIPS KWH, STA.SER. VW64A 70-138-038 - -
- -------------------------------------------------------------------------------------------------------------
M5, UNION GAS KWH, GEN. D4B-3F 65-594-149 1.0 4
- -------------------------------------------------------------------------------------------------------------
M5, UNION GAS KWH, STA.SER. D4B-3F 83-288-601 - -
- -------------------------------------------------------------------------------------------------------------
MONTY HYDRO KWH, GEN 1 QUANTUM 80-017-782 .4 12
- -------------------------------------------------------------------------------------------------------------
MONTY HYDRO KWH, GEN 2 QUANTUM 80-017-791 .4 12
- -------------------------------------------------------------------------------------------------------------
MONTY HYDRO KWH, ST. SER. DSW-63 31-029-472 - -
- -------------------------------------------------------------------------------------------------------------
NORTH GORHAM KWH, GEN 1 30-870-551 .51 13.2
- -------------------------------------------------------------------------------------------------------------
NORTH GORHAM KWH, GEN 2 30-871-103 .51 13.2
- -------------------------------------------------------------------------------------------------------------
NORTH GORHAM KWH, STA.SER. V2A 33-250-837 - -
- -------------------------------------------------------------------------------------------------------------
SHAWMUT HYDRO KWH, GEN 1-6 QUANTUM 84-129-531 1.0 2.4
- -------------------------------------------------------------------------------------------------------------
SHAWMUT HYDRO KWH, ST.SER. VM63A 55-005-581 - -
- -------------------------------------------------------------------------------------------------------------
SHAWMUT HYDRO KWH, GEN 7 QUANTUM 97-157-943 1.0 4
- -------------------------------------------------------------------------------------------------------------
SHAWMUT HYDRO KWH, GEN 8 QUANTUM 84-129-533 1.0 4
- -------------------------------------------------------------------------------------------------------------
SHAWMUT HYDRO KWH, ST.SER. DSW-63 31-011-216 - -
- -------------------------------------------------------------------------------------------------------------
SKELTON KWH, GEN 1 DSW-63 30-977-508 1.0 7.2
- -------------------------------------------------------------------------------------------------------------
SKELTON KWH. GEN 2 DSW-63 30-977-509 1.0 7.2
- -------------------------------------------------------------------------------------------------------------
SKELTON KWH, ST.SER. DSW-64 30-871-369 - -
- -------------------------------------------------------------------------------------------------------------
W. BUXTON KT2L GEN 1-5 QUANTUM 80-047-095 .6 2.4
- -------------------------------------------------------------------------------------------------------------
W. BUXTON GEN #6 QUANTUM 84-134-406 1.0 12
- -------------------------------------------------------------------------------------------------------------
W. BUXTON KWH, STA.SER. 76-390-196 - -
- -------------------------------------------------------------------------------------------------------------
W. BUXTON KWH, STA.SER. 79-114-576 - -
- -------------------------------------------------------------------------------------------------------------
WESTON KWH, GEN 4 DSW-63 30-870-463 .93 7.2
- -------------------------------------------------------------------------------------------------------------
WESTON KWH, ST.SER. V63A 55-005-581G - -
- -------------------------------------------------------------------------------------------------------------
WESTON KWH, GEN 1 DSW-63 30-870-460 .93 7.2
- -------------------------------------------------------------------------------------------------------------
WESTON KWH. GEN 2 DSW-63 30-870-461 .93 7.2
- -------------------------------------------------------------------------------------------------------------
WESTON KWH, GEN 3 DSW-63 30-870-462 .93 7.2
- -------------------------------------------------------------------------------------------------------------
WILLIAMS KWH, GEN 1 DSW-63 30-871-018 0.0 7.2
- -------------------------------------------------------------------------------------------------------------
WILLIAMS KWH, GEN 2 DSW-63 31-011-486 .95 7.2
- -------------------------------------------------------------------------------------------------------------
WILLIAMS KWH, STA.SER. DSW-66 31-043-215 - -
- -------------------------------------------------------------------------------------------------------------
WILLIAMS KWH, Headworks AID 31-138-550 - -
- -------------------------------------------------------------------------------------------------------------
WILLIAMS KWH, Storage VM-64-S No Ser. # - -
Bld.
- -------------------------------------------------------------------------------------------------------------
</TABLE>
-3-
<PAGE>
SCHEDULE D
CENTRAL MAINE POWER COMPANY
GENERATING STATION METERING
<TABLE>
<CAPTION>
LOCATION NAME QUANTITY MFR. MFR %LOSS METER
MEASURED TYPE SER. # ADJUSTMENT TO KV
POINT OF
RECEIPT
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
WYMAN HYDRO KWH, GEN 1 DSW-63 30-870-574 .85 13.2
- -------------------------------------------------------------------------------------------------------------
WYMAN HYDRO KWH, GEN 2 DSW-63 30-870-575 .85 13.2
- -------------------------------------------------------------------------------------------------------------
WYMAN HYDRO KWH, GEN 3 DSW-63 30-870-576 .85 13.2
- -------------------------------------------------------------------------------------------------------------
WYMAN HYDRO KWH, STA.SER. DSW-63 31-011-488 - -
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
FOSSIL
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
MASON KWH, TRANS, 1&2 DSW-63 30-878-707 - -
- -------------------------------------------------------------------------------------------------------------
MASON KQH, TRANS, 1&2 DSW-63 30-878-706 - -
- -------------------------------------------------------------------------------------------------------------
MASON V2H, 13.8 KV ISVW-70 57-225-146 - -
BUS
- -------------------------------------------------------------------------------------------------------------
MASON V2H,115KV BUS ISVW-70 57-225-294 - -
- -------------------------------------------------------------------------------------------------------------
MASON KWH, GEN 1 DS-63 30-871-379 .69 13.8
- -------------------------------------------------------------------------------------------------------------
MASON KWH, GEN 2 DS-63 30-871-378 .69 13.8
- -------------------------------------------------------------------------------------------------------------
MASON KWH #1 STA. DS-63 30-871-376 - -
SERV
- -------------------------------------------------------------------------------------------------------------
MASON KWH #2 STA. DS-63 30-871-377 - -
SERV
- -------------------------------------------------------------------------------------------------------------
MASON KWH #3 STA. D2B-2F 56-083-612 - -
SERV
- -------------------------------------------------------------------------------------------------------------
MASON KWH, GEN 3 DS-43 30-486-581 .69 12
- -------------------------------------------------------------------------------------------------------------
MASON KWH, GEN 4 DS-43 30-486-580 .69 12
- -------------------------------------------------------------------------------------------------------------
MASON KWH #4 STA. D2B-2F 56-083-613 - -
SERV
- -------------------------------------------------------------------------------------------------------------
MASON KWH #5 STA. D2B-2F 56-083-729 - -
SERV
- -------------------------------------------------------------------------------------------------------------
MASON KWH #5 STA. D2B-2F 56-185-307 - -
SERV
- -------------------------------------------------------------------------------------------------------------
MASON KWH, GEN 5 DS-43 30-759-917 .69 12
- -------------------------------------------------------------------------------------------------------------
MASON KWH, STA. SERV D2B-2F 56-083-727 - -
3&4
- -------------------------------------------------------------------------------------------------------------
MASON KWH, TRANS #10 DSW-65 30-922-859 - -
- -------------------------------------------------------------------------------------------------------------
MASON KWH, TRANS #10 DSW-65 30-922-860 - -
- -------------------------------------------------------------------------------------------------------------
MASON KWH, IN 378 DS-64 30-871-430 - -
- -------------------------------------------------------------------------------------------------------------
MASON KVARH, IN 378 DS-64 30-871-432 - -
- -------------------------------------------------------------------------------------------------------------
MASON KWH, OUT 378 DS-64 30-871-431 - -
- -------------------------------------------------------------------------------------------------------------
MASON KVARH, OUT 378 DS-64 30-871-487 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, GEN 1 ES-3 90-065-250 .65 13.8
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, GEN 2 ES-3 90-065-251 .64 13.8
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, GEN 3 DS-63 30-816-992 .53 13.8
- -------------------------------------------------------------------------------------------------------------
</TABLE>
-4-
<PAGE>
SCHEDULE D
CENTRAL MAINE POWER COMPANY
GENERATING STATION METERING
<TABLE>
<CAPTION>
LOCATION NAME QUANTITY MFR. MFR %LOSS METER
MEASURED TYPE SER. # ADJUSTMENT TO KV
POINT OF
RECEIPT
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
W.F. WYMAN KWH, ST.SER. DS-43 30-770-885 - -
GEN1
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, ST.SER. DS-43 30-770-886 - -
GEN2
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, ST.SER. DS-63 30-816-991 - -
GEN3
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, ST.SER. DS-43 30-770-887 - -
GEN 1&2
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN KWH, COM SS, DSW-63 30-871-209 - -
GEN3
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KWH, T4 D4B-2F 63-081-566 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KVARH, T4 D4B-2F 63-081-567 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KWH, GEN 4 D4B-2F 63-081-571 .33 20.9
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KWH, T4A D4B-2F 57-690-033 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KVARH, T4A D4B-2F 63-081-573 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KWH, T4B D4B-2F 67-382-269 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KVARH, T4B D4B-2F 63-081-574 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KWH, T12 D4B-2F 71-465-512 - -
- -------------------------------------------------------------------------------------------------------------
W.F. WYMAN #4 KVARH, T12 D4B-2F 63-081-572 - -
- -------------------------------------------------------------------------------------------------------------
</TABLE>
-5-
<PAGE>
EXHIBIT 99.(E)
GENERATION COMMUNICATION SYSTEM SERVICES
Schedule E
The following Telecommunication and Computing systems service may be
provided by the Seller to the Buyer at previously agreed upon terms and
conditions. (The hourly rates set forth below are those in effect as of
December 1997, and are subject to change.)
1.0 GENERAL REQUIREMENTS - The Seller and Buyer shall meet general requirements
outlined in section 3 of this document for the following telecommunications
equipment: PBX, LAN/WAN, multiplemixor, alarm equipment, fiber optic
equipment, microwave, two way radio, SCADA, Telemetering and all associated
communications equipment to the systems just listed.
2.0 TELECOMMUNICATIONS AND COMPUTING SYSTEMS SERVICES
2.1 TELEPHONE SYSTEMS - The telephone systems covered by this section
consist of Private Branch Exchange (PBX) switches, microwave links, fiber
optic links, associated hardware and all inter site transport services.
2.1.1 All PBX equipment will be the property of the Buyer. Upon sale
of the facility all connections to Seller's network will be severed.
All remaining Telephone Company connections will be transferred to the
Buyer.
2.1.2 Services can be provided on a "Time and Materials" basis at a
rate of $74 per hour for maintenance services and $85 per hour for
engineering services. The following services can be provided by the
Seller to the Buyer:
.System administration/maintenance
.Voice Mail system administration
.Coordinate with local users and provide administration
for all system changes including adds, moves, changes,
reconfiguration and software upgrades.
.PBX network infrastructure
.Engineering Services
In case of new non-maintenance related work, Seller shall provide
Buyer with a cost estimate for approval prior to initiating the
modification.
Page 1
<PAGE>
Repair personnel shall cooperate with all Telephone Company personnel
and others as necessary to minimize disruptions.
2.1.3 Harris Station Communications System - Harris station presently
gets its' voice communications from the Seller's microwave network
since no telephone carriers are in the local area. The microwave link
between Harris and Sugarloaf Mountain supplies all required voice
communications for the Station, the campground and the houses at
Harris Dam. Circuits are fed to Harris from a link between Moscow and
Sugarloaf then transferred to the Sugarloaf/Harris link. The microwave
link between Harris and Sugarloaf is part of the Harris generation
infrastructure. Included with the equipment is the space lease for
said microwave equipment. Seller can provide maintenance 7 days 24
hours per week for a fee covered in section 2.0.5.2 if required by the
Buyer.
2.1.4 Gulf Island Communications System - Gulf Island presently gets
its' telephone service from the Seller's Lewiston 134 Maine Street
facility. The link provides all voice communications to the Buyer's
facility. The spread spectrum radio link will become the property of
the Buyer. Space in Seller's Lewiston facility can be leased to Buyer
to allow for Telephone Company connections. All existing Seller inter
network connections will be severed.
2.2 LOCALWIDE AREA NETWORKS - The LAN/WAN system consists of routers,
hubs, bridges, cabling and inter site transport services.
2.2.1 All LAN/WAN equipment will be the property of the Buyer. Upon
sale of the facility all inter site transport services to the Seller's
network will be severed. All Telephone Company connections will be
transferred to the Buyer.
2.2.2 Services can be provided on a "Time and Materials" basis at a
rate of $74 per hour for maintenance services and $85 per hour for
engineering services. The following services can be provided by the
Seller to the Buyer:
.System Administration
.System maintenance
.Engineering Services
Page 2
<PAGE>
2.3 TELEMETERING SYSTEMS - Telemetering systems consist of audio tone
receiving equipment located at the Central Maine Power Company dispatch
office on Edison Drive in Augusta Maine, transmitting equipment at Buyer
locations and any circuit used to carry that tone to Edison Drive.
2.3.1 The Buyer will be financially responsible for any circuits that
connect to and are transported on the Seller's network and for the
Telephone Company network to transport required information. Receiving
and transmitting equipment will be the responsibility of the Buyer.
Receiving equipment and communication protocols will be specified by
the Seller.
2.3.2 Services can be provided on a "Time and Materials" basis at a
rate of $58 per hour for maintenance services and $7l per hour for
engineering services. The following services can be provided by the
Seller to the Buyer:
.Transmit and Receive equipment maintenance
.Telephone circuit maintenance
.Interface between Buyer and telephone company
.Engineering Services
2.4 SCADA SYSTEMS - Supervisory Control and Data Acquisition (SCADA)
systems consist of all remote terminal equipment down to the substation
interface cabinet including the remote terminal unit, modem, interface
relays, intra site wiring and inter site transport services.
2.4.1 All existing SCADA systems presently in use solely by the
Seller for Seller's system operations will remain the property of the
Seller. All existing SCADA systems used solely for the Buyer's system
will become the property of the Buyer.
2.4.2 Services can be provided on a "Time and Materials" basis at a
rate of $58 per hour for maintenance services and $7l per hour for
engineering services. The following services can be provided by the
Seller to the Buyer:
.Transmit and Receive equipment maintenance
.Telephone circuit maintenance
.Interface between Buyer and telephone company
.Engineering Services
Page 3
<PAGE>
2.5 MICROWAVE SYSTEM - Microwave system consist of but are not limited to
radio equipment, multiplexors, antennas, radomemss, wavemsguidemss, remote
alarm units, batteries, battery charging systems, passive repeaters, leased
facilities and any other associated equipment.
2.5.1 All microwave equipment will be the property of the Seller with
the exception of: the Harris Station to Sugarloaf microwave link and
Gulf Island to 134 Main Street Lewiston spread spectrum link. Upon
sale of the facility all network connections to the Seller's network
will be severed except for those providing required transmission and
distribution information.
2.5.2 Services can be provided on a "Time and Materials" basis at a
rate of $58 per hour for maintenance services and $71 per hour for
engineering services. The following services can be provided by the
Seller to the Buyer:
.System maintenance
.System administration
.Engineering Services
2.5.3 Harris Microwave - Seems section 2.0.1.3
2.5.4 Gulf Island - Seems section 2.0.1.4
2.6 FIBER OPTICS SYSTEMS - Fiber optic systems consist of fiber optic
cables, multiplemsxors, fiber modems, LAN and WAN equipment, battery and
power systems and cabinets.
2.6.1 All fiber optic equipment and infrastructure will remain the
property of the Seller with the following exceptions: The fiber optic
equipment and infrastructure between Gulf Island and Western Hydro
Headquarters and all multimode fiber cable and equipment on site at
W.F. Wyman. Upon sale of facility all network connections to the
Seller's network will be severed.
2.6.2 Services can be provided on a "Time and Materials" basis at a
rate of $58 per hour for maintenance services and $7l per hour for
engineering services. The following services can be \ provided by the
Seller to the Buyer:
.System maintenance
.Telephony circuit maintenance
.Engineering Services
Page 4
<PAGE>
2.7 COMPUTING HARDWARE - Computing hardware is equipment used to process,
print or fax information. This includes personal computers, terminal,
printers and fax machines.
2.7.1 All computing hardware will be the property of the Buyer. Upon
sale of the facility all connections to the Seller's network will be
severed. All Telephone Company connections will be transferred to the
Buyer.
2.7.2 Services can be provided on a "Time and Materials" basis at a
rate of $55 per hour for maintenance services. The following services
can be provided by the Seller to the Buyer:
.Personal Computer specifications and maintenance
.Printer specification and maintenance
.Fax machine specification and maintenance
.Terminal specification and maintenance
2.8 TWO WAY RADIO SYSTEMS - The two way radio system consists of base
station/repemsater facilities, remote controllers, batteries and battery
charging systems, mobile radios in vehicles and portable radios.
2.8.1 All radio system used to support Seller's transmission and
distribution operations will remain the property of the Seller. The
systems and Federal Communications Commission (FCC) licenses used
exclusively at W.F. Wyman and Aroostook Valley Electric (AVEC) for on
site communications will become the property of the Buyer.
2.8.2 Services can be provided on a "Time and Materials" basis at a
rate of $56 per hour for maintenance services and $69 per hour for
engineering services. The following services can be provided by the
Seller to the Buyer:
.System maintenance
.System administration
.Engineering Services (including FCC licensing)
2.8.3 All radio systems and FCC licenses that are presently in joint
use will become the sole property of the Seller. During such time that
the Buyer requires use of the Seller's radio network for on site
operations the Buyer will pay $675 per month per repemsater site used
on the Seller's network. Any existing mobile radios at the Buyer's
facility will be leased at a rate of $20 per month. Any existing hand
Page 5
<PAGE>
held portable radios at the Buyer's facility will be leased at a rate
of $40 per month. All maintenance will be at stated rates covered in
section 2.0.8.2. Any new equipment will be the responsibility of the
Buyer. Minimum rate per month will be $675 per Buyer facility for the
use of the Seller's radio system.
3.0 PERSONNEL SKILL LEVELS
3.1 PBX, LAN/WAN, MULTIPLEXOR, FIBER OPTICS, PRINTERS, TERMINALS, PERSONAL
COMPUTERS, SCADA, TELEMETERING and associated communications and computing
equipment. Seller's staff technicians shall be factory trained covering
all major existing equipment manufacturers now in service used in Hydro
facilities. This includes but not limited to Temslco Systems, Northern
Telemscom, Panasonic, Penril, IBM, Cabletron, Cisco, NEC, AT+T, Telect,
Okidata, Hewlett Packard, Tucon, Harris, L+N, Valmemst, DAQ, Iniven, Texas
Instrument, Genicom, Positron, Temsllabs, Versa-Link, Quindar and Toshiba.
4.0 RESOURCES PROVIDED BY SELLER - The Seller shall supply all required
personnel, test equipment, vehicles and services apparatus to complete the
work.
5.0 RESOURCES PROVIDED BY BUYER - The Buyer shall supply all required
personnel, test equipment, vehicles and service apparatus for all
facilities equipment including heating, air conditioning, lighting and
power supplying the physical locations of above listed equipment. The same
will be supplied for all facilities equipment in areas containing Seller's
communications equipment.
6.0 MAINTENANCE
6.1 ROUTINE - Seller shall provide maintenance upon Buyer's request for
all equipment at the Buyer's facilities, whether owned or leased by buyer,
in accordance with good utility practices. Deficiencies shall be corrected
promptly at Buyer's expense. All equipment items, including but not limited
to: electronic transmission equipment (radio, fiber optic and leased line
transmission equipment, multiplex, SCADA, telemetering and alarm equipment)
batteries, battery chargers, antennas, transmission lines, radio base
stations, mobile and portable radios and PBX equipment. Any and all
emergency power and associated equipment will be provided and maintained by
the Buyer.
6.2 EMERGENCY - Seller shall provide maintenance upon Buyer's request on a
24 hour, 7 day per week basis with a call list of names and telephone
numbers for on call
Page 6
<PAGE>
personnel. Upon receipt of a telephone request from Buyer, Seller shall
provide emergency maintenance for the equipment in the time period
previously negotiated between Seller and Buyer.
6.3 RESPONSE"REPAIR TIME - The Seller shall respond to Buyer for a repair
callout in a time frame negotiated in advance. If spare parts are available
repairs will begin immediately. If no spares are available arrangements for
repair of equipment will begin immediately.
6.4 TECHNICIAN PRIORITY - Seller emergency maintenance will always take
priority over Buyer emergency maintenance. Routine maintenance will be
scheduled. Non routine, non emergency maintenance will be responded to on a
previously negotiated time frame.
7.0 CHANGES - Upon written request from the Buyer, the Seller shall add, delete
and/or reconfigure any system or equipment included in the scope of work.
Seller shall provide a written costs estimate to the Buyer for approval
prior to beginning any modifications. All changes shall be completed at the
Buyer's expense.
8.0 OUTAGES - Any equipment or system outages for maintenance or repair work
shall be under the direction of and a authorized by the Buyer.
9.0 SNOW PLOWING - All driveways are to be kept plowed of snow to permit two
wheel drive motor vehicle access.
10.0 VEGETATION REMOVAL - Buyer shall, in accordance with good utility
practices, maintain the sites and ensure vegetation is properly managed or
removed to allow access to all required facilities by Seller.
11.0 WORK SCOPE - The work scope unless specified differently shall be for all
generating facilities purchased by the Buyer from the Seller.
Page 7
<PAGE>
EXHIBIT 99.(F)
Schedule F - Transmission Constraints on Generation
FOSSIL GENERATION
- ---------------------
MASON
Net Capability
--------------
. Unit 3 33 MW Summer 33 MW Winter
. Unit 4 33 MW Summer 33 MW Winter
. Unit 5 33 MW Summer 33 MW Winter
All three units capable of automatic generation control
Transmission Configuration
--------------------------
These units generate into a 115 kV substation that has four 115 kV line
sections and one 345/115 kV bulk power transformer.
Transmission Restrictions
- ---------------------------
None
W. F. WYMAN
Net Capability
--------------
. Unit l 53.5 MW Summer 53.5 MW Winter
. Unit 2 53.5 MW Summer 53.5 MW Winter
. Unit 3 116 MW Summer 119 MW Winter
. Unit 4 614.5 MW Summer 620 MW Winter
All four units capable of automatic generation control
Transmission Configuration
--------------------------
W.F. Wyman Station is divided into two transmission substations which are
not directly tied together. Units 1, 2, and 3 generate into the 115 kV
substation that has two 115 kV transmission line sections, 164 and 165,
that deliver power to the transmission grid. Unit 4 generates directly
into a 345 kV transmission line that is a radial extension of the bulk
power transmission grid from nearby Buxton 345 kV Substation.
<PAGE>
Schedule F - Transmission Constraints on Generation
Transmission Restrictions
-------------------------
The generation of the 115 kV units may be restricted under line out
conditions. With one 115 kV line out of service, the output of Units 1, 2,
and 3 must not exceed the thermal long term emergency limits of the
remaining line which is 193 MVA in the summer and 207 MVA in the winter.
The generation of Unit 4 is restricted when Section 386 is out of service
since removing this line isolates the unit from the system. Section 386 is
a three terminal line with a 345/115 kV bulk power transformer at South
Gorham Substation between Yarmouth and Buxton. Although there is no
operating history on this, Unit 4 is capable of delivering power to the
transmission grid up to the 479 MVA rating of the transformer with only the
Buxton end of 386 out of service.
W.F. Wyman Unit 4 generation is also impacted by two special protection
systems (SPS). The standard relay protection system for Section 386 at
Buxton will transfer trip the W.F. Wyman 4 generator to prevent leaving the
generator on just the South Gorham bulk power transformer. Another SPS,
known as the 326 Line SPS, is designed to reduce flow on the Northern New
England interfaces by tripping generation in Northern New England and/or
New Brunswick. In all cases, this SPS initiates generation rejection with
W.F. Wyman Unit 4 potentially being armed.
HYDRO GENERATION
- ----------------
BAR MILLS
Net Capability
--------------
.2 units 4.00 MW Summer 4.00 MW Winter
Transmission Configuration
--------------------------
Bar Mills generation feeds into a 34 kV substation with two 34 kV
subtransmission lines to deliver power to the grid.
Transmission Restrictions
-------------------------
None.
-2-
<PAGE>
Schedule F - Transmission Constraints on Generation
BONNY EAGLE
Net Capability
--------------
. 6 units 10.20 MW Summer 10.20 MW Winter
Transmission Configuration
--------------------------
Bonny Eagle generation feeds into a 34 kV substation with five 34 kV
subtransmission lines to deliver power to the grid.
Transmission Restrictions
-------------------------
None
BRUNSWICK
Net Capability
--------------
. 3 units 20.20 MW Summer 20.20 MW Winter
Transmission Configuration
--------------------------
Brunswick generation is fed into a 34 kV subtransmission line Section 30
that is interconnected with a 34 kV substation with five 34 kV
subtransmission lines and two 115/34 transformers.
Transmission Restrictions
-------------------------
Brunswick generation is restricted when Section 30 is out of service since
removing this line will separate Brunswick from the grid.
CATARACT/NKL
Net Capability
--------------
. 3 units 8.90 MW Summer 8.90 MW Winter
Transmission Configuration
--------------------------
Cataract generation is fed into the 34 kV substation at Factory Island that
has two 34 kV subtransmission lines to deliver power to the grid.
-3-
<PAGE>
Schedule F - Transmission Constraints on Generation
Transmission Restrictions
-------------------------
None
FORT HALIFAX
Net Capability
--------------
. 2 units 1.80 MW Summer 1.80 MW Winter
Transmission Configuration
--------------------------
Fort Halifax generation feeds into a 34 kV substation with two 34 kV
subtransmission lines to deliver power to the grid.
Transmission Restrictions
-------------------------
None
GULF ISLAND, DEER RIPS, ANDROSCOGGIN #3
Net Capability
--------------
. 11 units 32.97 MW Summer 32.97 MW Winter
Transmission Configuration
--------------------------
This generation is fed into the 34 kV subtransmission system from two
different locations to deliver power to the grid. Gulfisland generation is
fed into a 34 kV substation with six 34 kV subtransmission line sections.
Deer Rips and Andro 3 generation is fed into a 34 kV substation with four
34 kV subtransmission line sections.
Gulf Island has the capability for black Start during emergency restoration
procedures of the central Maine transmission system.
Transmission Restrictions
-------------------------
None for either location.
-4-
<PAGE>
Schedule F - Transmission Constraints on Generation
HARRIS
Net Capability
--------------
. 4 Units 87.50 MW Summer 88.45 MW Winter
Units 1-3 capable of automatic generation control
Transmission Configuration
--------------------------
Harris generation feeds into the 115 kV transmission system by one path
through two transmission line sections in series, Sections 222 and 82, that
interconnect with the 115 kV transmission grid at Wyman Hydro Substation.
Harris Hydro also has the capability for black start during emergency
restoration procedures of the northern Maine transmission system.
Transmission Restrictions
-------------------------
Harris generation is restricted when either Section 82 or 222 is out of
service since removing either line separates Harris from the grid. During
these periods, Harris normally supplies the local distribution load to
prevent customer power outages.
Additional restrictions are possible under line out conditions at Wyman
Hydro. Harris, Wyman, Williams, and other non-utility generation all
utilize the transmission lines originating at Wyman Hydro for delivering
power to the grid. This area generation may be restricted or curtailed due
to line conductor overloads and/or voltage instability when either Section
63, 83, or 66 is removed from service.
HIRAM
Net Capability
--------------
. 2 units 11.60 MW Summer 11.60 MW Winter
Transmission Configuration
--------------------------
Hiram Hydro generation feeds into a 34 kV substation with two 34 kV
subtransmission lines to deliver power to the grid.
-5-
<PAGE>
Schedule F - Transmission Constraints on Generation
Transmission Restrictions
-------------------------
None
KEZAR FALLS
Net Capability
--------------
. 3 units 0.56 MW Summer 1.00 MW Winter
Transmission Configuration
--------------------------
Kezar Falls generation feeds into a distribution line that originates at a
34 kV substation with two 34 kV subtransmission lines to deliver power to
the grid.
Transmission Restrictions
-------------------------
Kezar Falls generation is restricted when the distribution line, Circuit
419D1, is out of service. This unit is not allowed to supply the local
distribution load when the distribution line is out of service.
LEDGEMERE
Net Capability
--------------
. 1 unit 0.00 MW Summer 0.30 MW Winter
Transmission Configuration
--------------------------
Ledgemere generation feeds into a distribution line that originates at a 34
kV substation with one 34 kV subtransmission line to deliver power to the
grid.
Transmission Restrictions
-------------------------
Ledgemere generation is restricted when either the 34 kV line Section 95 or
the distribution line, Circuit 632D1, is out of service. This unit is not
allowed to supply the local distribution load when the distribution line is
out of service.
-6-
<PAGE>
Schedule F - Transmission Constraints on Generation
LEWISTON CANAL
Net Capability
--------------
. 16 units 0.00 MW Summer 6.94 MW Winter
Transmission Configuration
--------------------------
This generation is fed into local distribution lines that are connected to
various substations.
Transmission Restrictions
-------------------------
Restriction on this generation are basically determined by the distribution
lines in the area.
LOCKWOOD
Net Capability
--------------
. 7 units 7.50 MW Summer 7.50 MW Winter
Transmission Configuration
--------------------------
Lockwood generation feeds into two separate distribution lines to deliver
power to the grid. Units 1-6 feeds into a distribution line that
originates from the Fort Halifax 34 kV substation that has two 34 kV
subtransmission lines and other hydro generation. Unit 7 feeds into a
distribution line that originates from West Waterville 34 kV substation
that has two 34 kV subtransmission lines.
Transmission Restrictions
-------------------------
Lockwood generation is restricted when either of the distribution lines,
Circuit 830K1 or 865D1, is out of service. These units are not allowed to
supply the local distribution load when the distribution line is out of
service.
MONTY
Net Capability
--------------
. 2 units 22.83 MW Summer 28.00 MW Winter
-7-
<PAGE>
Schedule F - Transmission Constraints on Generation
Transmission Configuration
--------------------------
Monty generation is fed into a 34 kV subtransmission line Section 144 that
is interconnected with a 34 kV substation with two 34 kV subtransmission
lines to deliver power to the grid.
Transmission Restrictions
-------------------------
Monty generation is restricted when Section 144 is out of service since
removing this line will separate Monty from the grid.
NORTH GORHAM
Net Capability
--------------
. 2 units 1.56 MW Summer 1.53 MW Winter
Transmission Configuration
--------------------------
North Gorham generation feeds into a 34 kV substation with three 34 kV
subtransmission lines to deliver power to the grid.
Transmission Restrictions
-------------------------
None
OAKLAND (M#2)
Net Capability
--------------
. 1 unit 2.75 MW Summer 2.75 MW Winter
Transmission Configuration
--------------------------
M#2 generation feeds into a 34 kV substation with two 34 kV subtransmission
lines to deliver power to the grid.
Transmission Restrictions
-------------------------
None
-8-
<PAGE>
Schedule F - Transmission Constraints on Generation
RICE RIPS (M#3)
Net Capability
--------------
. 1 unit 1.65 MW Summer 1.65 MW Winter
Transmission Configuration
--------------------------
M#3 generation feeds into a distribution line that originates at a 34 kV
substation with three 34 kV subtransmission lines and one 115/34 power
transformer to deliver power to the grid.
Transmission Restrictions
-------------------------
M#3 generation is restricted when the distribution line, Circuit 873D2, is
out of service. This unit is not allowed to supply local distribution load
when the distribution line is out of service.
SHAWMUT
Net Capability
--------------
. 8 units 9.50 MW Summer 9.50 MW Winter
Transmission Configuration
--------------------------
Shawmut generation feeds into a 34 kV substation with three 34 kV
subtransmission lines to deliver power to the grid.
Transmission Restrictions
-------------------------
None
SKELTON
Net Capability
--------------
. 2 units 20 MW Summer 20 MW Winter
Transmission Configuration
--------------------------
Skelton generation is fed into a 34 kV subtransmission line Section 158
that is interconnected with a 34 kV substation with four 34 kV
subtransmission lines and two 115/34 power transformers to deliver power to
the grid.
-9-
<PAGE>
Schedule F - Transmission Constraints on Generation
Transmission Restrictions
-------------------------
Skelton generation is restricted when Section 158 is out of service since
removing this line will separate Skelton from the grid.
UNION GAS (M#5)
Net Capability
--------------
. 1 unit 1.52 MW Summer 1.55 MW Winter
Transmission Configuration
--------------------------
M#5 generation feeds into a distribution line that originates at a 34 kV
substation with two 34 kV subtransmission lines to deliver power to the
grid.
Transmission Restrictions
-------------------------
M#5 generation is restricted when the distribution line, Circuit 855D1, is
out of service. This unit is not allowed to supply local distribution load
when the distribution line is out of service.
WEST BUXTON
Net Capability
--------------
. 6 units 7.30 MW Summer 7.30 MW Winter
Transmission Configuration
--------------------------
West Buxton generation feeds into a 34 kV substation with two 34 kV
subtransmission lines to deliver
power to the grid.
Transmission Restrictions
-------------------------
None
-10-
<PAGE>
Schedule F - Transmission Constraints on Generation
WESTON
Net Capability
--------------
. 4 Units 13.20 MW Summer 13.20 MW Winter
Transmission Configuration
--------------------------
Weston generation feeds into a 34 kV substation with three 34 kV
subtransmission lines to deliver power
to the grid.
Transmission Restrictions
-------------------------
None
WILLIAMS
Net Capability
--------------
. 2 Units 14.90 MW Summer 14.90 MW Winter
Transmission Configuration
--------------------------
Williams Hydro generation is feed into a radial line, Section 63A, that
taps Section 63 that is connected to Wyman Hydro Substation and Livermore
Falls Substation.
Williams Hydro also has the capability for black start during emergency
restoration procedures of the northern Maine transmission system.
Transmission Restrictions
-------------------------
Williams generation is restricted when Section 63A is out of service since
removing the line separates Williams from the grid. During these periods,
Williams normally supplies the local distribution load to prevent customer
power outages.
Additional restrictions are possible under line out conditions at Wyman
Hydro. Harris, Wyman, Williams, and other non-utility generation all
utilize the transmission lines originating at Wyman Hydro for delivering
power to the grid. This area generation may be restricted or curtailed due
to line conductor overloads and/or voltage instability when either Section
63, 83, or 66 is removed from service.
-11-
<PAGE>
Schedule F - Transmission Constraints on Generation
WYMAN HYDRO
Net Capability
--------------
. 3 Units 80.00 MW Summer 80.95 MW Winter
Units 1-3 capable of automatic generation control
Transmission Configuration
--------------------------
Wyman Hydro generates into a 115 kV substation with three 115 kV lines that
deliver power to the transmission grid and one 115 kV line that transmits
power from Harris.
Wyman Hydro also has the capability for black start during emergency
restoration procedures of the northern Maine transmission system.
Transmission Restrictions
-------------------------
Restrictions are possible under line out conditions at Wyman Hydro.
Harris, Wyman, Williams, and other non-utility generation all utilize the
transmission lines originating at Wyman Hydro for delivering power to the
grid. This area generation may be restricted or curtailed due to line
conductor overloads and/or voltage instability when either Section 63, 83,
or 66 is removed from service.
-12-
<PAGE>
EXHIBIT 99.(G)
STN AGREEMENT
SCHEDULE G
TELECOMMUNICATIONS
SHARING
AGREEMENT
DATED AS OF JUNE 1, 1990
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
Introduction............................................................ 1
Recitals................................................................ 1
Sec. 1. Definitions............................................. 2
Sec. 2. The Committees.......................................... 6
Sec. 3. Operators' Responsibilities............................. 12
Sec. 4. Limitation of Participants' Use of Shared
Telecommunications Network.............................. 14
Sec. 5. Determination of Operating and Administrative
Costs of Operators...................................... 14
Sec. 6. Responsibilities of and Payments to the
Fiscal Agent............................................ 17
Sec. 7. Term of Agreement....................................... 22
Sec. 8. New Participants and New Participant
Associations............................................ 22
Sec. 9. Arbitration............................................. 23
Sec. 10. Counterparts............................................ 26
Sec. 11. Construction............................................ 26
-i-
<PAGE>
TELECOMMUNICATIONS SHARING AGREEMENT
- ------------------------------------
THIS AGREEMENT dated as of June 1, 1990 is entered into by those utilities
subscribing hereto and those utilities which are participating in one or more
Participant Associations (hereinafter defined) subscribing hereto; all of said
utilities (but no Participant Association) being parties to this Agreement, and
replaces a similar Agreement that expired on May 31, 1990.
W I T N E S S E T H:
-------------------
WHEREAS, each of the parties hereto is eligible to be licensed by the
Federal Communications Commission ("FCC") to operate radio stations in the Power
Radio Service under Code of Federal Regulations, Title 47, Section 90.61 and
90.63, and in the Private Operational-Fixed Microwave Service pursuant to code
of Federal Regulations, Title 47, Section 94.5; and,
WHEREAS, certain of the parties hereto are licensed or will be licensed, by
the FCC to operate one or more radio (microwave) stations forming an
interconnected telecommunications system, the use of which is to be shared by
them and by the other parties hereto on a non-profit basis, pursuant to the Code
of Federal Regulations, Title 47, Section 94.17(a); and,
WHEREAS, the parties desire to define the methods and procedures for
sharing equitably all costs of said interconnected telecommunications system
"Shared Telecommunications Network"; and,
<PAGE>
WHEREAS, the parties hereto desire also to define all their other rights
and obligations relating to the construction, maintenance and use of the Shared
Telecommunications Network (STN);
NOW THEREFORE, in consideration of the mutual agreements herein set forth
the parties hereto agree as follows:
Sec. 1. Definitions. The terms used herein shall have the following
-----------
meanings:
(a) "Administrative Costs" are those costs reasonably incurred by a
Participant by reason of the assignment of one or more of its employees or other
agents to serve as a member of the Telecommunications Committee, or to perform
any other service properly allocable to the Shared Telecommunications Network as
a whole; all expenses reasonably incurred by the Management Committee and by the
Telecommunications Committee in the performance of their duties under this
Agreement; and all personnel costs and other expenses reasonably incurred by the
Fiscal Agent in the performance of its duties under this Agreement. The term
does not include any costs incurred solely by reason of the assignment of an
employee or other agent to the Management Committee, which costs are not to be
charged to the Shared Telecommunications Network.
(b) "Channel" is one full duplex, 0 to 4 kHz bandwidth path suitable
for the transmission of audio controlled electric waves or a digital data port
up to 64 KBits/second through one or more Links in the STN.
-2-
<PAGE>
(c) "CONVEX" is a Participant Association as hereinafter defined.
(d) "Fiscal Agent" shall mean the New England Power Service Company, a
Massachusetts corporation, or its successor, acting as agent for all Operators
and other Participants in collecting all net sums due from the Participants
(directly and through Participant Associations), making all net payments due to
the Operators, and in performing all other services required of it under this
Agreement.
(e) A "Link" is a segment of the Shared Telecommunications Network
formed by two adjacent stations completing a Telecommunications Path between
said stations. When indicated by the context in which it is used, the term
"Link" may also mean the property and equipment dedicated to the generation of
such a Telecommunications Path.
(f) A "Loop" consists of several Links in the Shared
Telecommunications Network, capable of forming a closed telecommunications path.
A Loop is designed to form a closed path operating with one "open" Link which
will automatically close on failure of any other Link, thereby re-establishing
the otherwise interrupted Telecommunications Path. More than one Loop can be
established in the Shared Telecommunications Network.
(g) "Loop Closing Equipment" is all that property and equipment
required to establish a Link or Links that were solely established and so
designated by the Management Committee to close a Loop and all property and
equipment (located there and elsewhere in a Loop) which is necessary to effect
the closing of
-3-
<PAGE>
the normally "open" Link in a Loop on failure of any other Link in the Loop.
(h) "Loop Control Equipment" is all Loop Closing Equipment other than
that required to establish the Link or Links as designated by the Management
Committee.
(i) "Management Committee" shall mean the committee so named whose
composition, powers, and duties are set forth in Sec. 2 of this Agreement.
(j) "Miscellaneous Telecommunications Equipment and Property" means
all towers, buildings, site improvements, ac power sources, emergency
generators, batteries, baseband bridges, service channels and alarms, and all
other real and personal property which is a part of or necessary to the Shared
Telecommunications Network, excepting Loop Closing Equipment, Multiplex
Equipment, and Transmission Equipment, which terms are herein defined. Certain
Miscellaneous Telecommunications Equipment and Property will serve more than one
Link and will, therefore, be apportioned to each Link so served. In some
installations, certain items of property and equipment necessary to the Shared
Telecommunications Network (such as real property and improvements thereon) may
not be dedicated entirely to the Shared Telecommunications Network and will,
therefore, be apportioned in part only to Miscellaneous Equipment and Property,
in conformity with guidelines to be established by the management Committee.
(k) "Multiplex Equipment" is defined as the electronic equipment
required to derive one or more Channels from a Telecommunications Path or to
impress information on the
-4-
<PAGE>
modulated/coded input and/or extract information from the demodulated/decoded
output of transmission equipment.
(l) "NEPEX" is a Participant Association as hereinafter defined.
(m) An "Operator" is a Participant as defined elsewhere in this
Agreement who operates one or more telecommunications stations necessary to, and
integrated with the Shared Telecommunications Network.
(n) "Operating Costs" are all those costs reasonably incurred by the
respective Operators in financing, owning, maintaining, and operating property
and equipment dedicated to the Shared Telecommunications Network, other than
Administrative Costs as hereinabove defined. Operating Costs include direct
operation and maintenance expenses, associated administrative and general
expenses, return on invested capital, depreciation and obsolescence, and
Federal, State and Local taxes.
(o) A "Participant" is a party to this Agreement eligible to hold a
valid FCC license in the Power Radio Service and entitled to use the Shared
Telecommunications Network directly (i.e. in an individual capacity) and/or
indirectly (i.e. as one participating in a Participant Association) by virtue of
its participation in this Agreement. All Operators are Participants but not all
Participants are Operators.
(p) A "Participant Association" is a regional association of
Participants whose purpose is to conduct jointly, on a nonprofit cost-sharing
basis, certain operations such as coordinating the production and dispatch of
electric energy and
-5-
<PAGE>
the dispatch and control of the interconnected electric transmission system.
(q) "REMVEC" is a Participant Association as hereinabove defined.
(r) The "Shared Telecommunications Network" (sometimes referred to as
the "STN") is that system described on the map annexed hereto and designated
Exhibit "A", as the same may be amended from time to time by mutual agreement of
the parties hereto.
(s) "Spur" means any portion of the Shared Telecommunications Network
which is not part of a Loop.
(t) "Telecommunications Committee" shall mean the committee so named
whose composition, powers, and duties are set forth in, or pursuant to, Sec. 2
of this Agreement.
(u) "Telecommunications Path" is a broadband telecommunications
channel capable of being modulated by suitable Multiplex Equipment to derive one
or more Channels or with telecommunications transmission equipment on each end.
(v) "Transmission Equipment" is that electronic and related equipment
the function of which is to generate and receive microwave/lightwave signals to
establish a Telecommunications Path or Paths as defined hereinabove including,
without limitation, transmitters and receivers, wave guides, antennas, and
reflectors.
Sec. 2. The Committees
--------------
(a) The Management Committee
(i) Membership. The parties agree that the following companies as
----------
Operators shall designate two persons, one
-6-
<PAGE>
to serve as a regular member, the other as an alternate. These regular members
shall constitute the membership of the Management Committee.
The Connecticut Light and Power Company (CL&P) *
Western Massachusetts Electric Company (WMECO) *
New England Power Service Company (NEPSCO)
Vermont Electric Power Company, Inc. (VELCO)
Public Service Company of New Hampshire (PSNH)
Central Maine Power Company (CMPCO)
Maine Electric Power Company, Inc. (MEPCO)
*CL&P and WMECO (operating companies of Northeast Utilities who are
for purposes of this Agreement treated as a single utility system) shall
collectively designate one person to so serve as a regular member and one person
to serve as an alternate.
Each regular member (or alternate) shall have the number of votes as
determined in Paragraph (ii) Voting Rights. Each regular member (and alternate)
shall serve until replaced.
(ii) Voting Rights. From and after June 1, 1990, each member of
-------------
the Management Committee shall have that number of votes on any item of business
before the Management Committee which shall be determined by allowing one (1)
vote for each $700,000 and portion thereof, of gross investment in the STN by
the Operator (or Operators) which he represents (determined as of the first day
of the calendar year in which such item shall be voted upon) subject, however,
to a maximum of three (3) votes for each such member.
-7-
<PAGE>
(iii) Meetings. The Management Committee shall hold regular
--------
meetings as it shall determine, but in any event, not less frequently than
semiannually. At any such meeting (hereinafter referred to as a regular
meeting) any matter within the jurisdiction of the Management Committee may be
raised and acted upon. However, to the extent practicable, it shall be the duty
of every member of the Management Committee to inform other members (through the
Chairman) in advance, of any unusual matter to be raised at any meeting.
Special meetings of the Management Committee may be called by the
Chairman or by any three (3) members to be held at a convenient time and place
(not outside of the New England states) not less than five (5) business days
after notice of such meeting shall have been given to all members. Only such
items of business as shall be described in such notice shall be raised and acted
upon at any such special meeting.
The presence of at least two-thirds (2/3) of the members of the
Management Committee holding at least two-thirds (2/3) of the total voting
rights thereof shall be necessary to constitute a quorum. Action by vote of a
majority of the voting rights present on any item of business properly brought
before a meeting at which a quorum is present shall be the action of the
Management Committee.
(iv) Committee Officers. The Management Committee shall elect from
------------------
among their number a Chairman and a Secretary and may also elect one or more
Vice-Chairmen and Assistant Secretaries. The Chairman, or in his absence a
Vice-Chairman, shall preside at all meetings of the Committee. The Secretary or
-8-
<PAGE>
any Assistant Secretary shall keep full and complete minutes of all Committee
meetings and record all resolutions otherwise adopted by the Committee, copies
of which shall be made available to all Participants within ten (10) business
days after the adjournment of each meeting, or after the unanimous adoption of
any such resolution, as the case may be.
(v) Alternate Members. At any meeting of the Management Committee
-----------------
which is attended by any alternate member in place of an absent member, that
alternate shall have the same power and authority to act as such absent member
would have if present. Any Operator (or Operators) may designate as its
alternate member a person who is the designated member or alternate member of
another Operator (or Operators). When such person is present at a meeting of
the Management Committee in two capacities (e.g. as a member representing one
Operator and as an alternate member representing another Operator) his presence
(as for the purpose of establishing a quorum) and acts shall be given full
effect in both of said capacities.
(vi) Committee Action Without Meeting. Notwithstanding any
--------------------------------
provision herein to the contrary, the Management Committee may from time to time
take effective action on any item of business under its jurisdiction by adopting
one or more resolutions without holding a meeting thereon, by unanimous action
of the Committee evidenced by their signatures, or the signatures of their
alternates, appended to one or more copies of such resolution or resolutions.
(vii) Other Committee Rules. The Management Committee may from time
---------------------
to time adopt additional rules governing
-9-
<PAGE>
the conduct of their affairs provided that no such rule shall be inconsistent
with any provision of this Agreement or with any regulation of any governmental
agency having jurisdiction.
(viii) Scope of Powers and Duties. The Management Committee shall
--------------------------
assume responsibility for the assignment of Channels and for interpreting,
implementing and administering this Agreement and the joint operation and use of
the STN in a manner which will maximize the economies and efficiencies which are
the objectives of this Agreement for the benefit of all Participants; provided
always, that the construction, maintenance, control and utilization of the STN
shall be conducted on a nonprofit cost-sharing basis so that each Participant
shall pay that fair and equitable share of the entire cost of the STN which is,
insofar as practicable, proportionate to its share of the utilization of the
STN.
The Management Committee shall appoint not less than five (5) nor more
than seven (7) members to the Telecommunications Committee, each of which
appointees shall be employed by a party hereto or by a company affiliated with a
party hereto. In making such appointments, the Management Committee shall give
due consideration to appropriate representation of the Participant Associations
and Operators.
The Management Committee shall delegate to the Telecommunications
Committee such responsibilities, powers and duties as it shall deem appropriate
and shall establish rules governing the conduct of the affairs of the
Telecommunications Committee. Any party to this Agreement aggrieved by any
action
-10-
<PAGE>
taken by the Telecommunications Committee shall have the right to have such
action reviewed by the Management Committee.
The Management Committee may from tie to time recommend to the
Participants that additions to and changes in the telecommunications facilities
shall be made and incorporated into the STN. Each Operator shall have the right
to determine finally whether and to what extent any such additions to and
changes in its facilities shall be made but shall consider the recommendations
made to it by the Management Committee and shall follow such recommendations
unless it determines in good faith that the recommended action would be
detrimental to its best interests.
(ix) The Management Committee may designate such additional working
committees as it may deem necessary or desirable in connection with the
discharge of its duties under this Agreement and may authorize such reasonable
expenditures as may be necessary in connection with the function of such
additional committees and in connection with its own functions; all of which
expenditures shall be treated as Administrative Costs and reimbursed by the
Fiscal Agent.
(b) The Telecommunications Committee
(i) Membership. The membership of the Telecommunications
----------
Committee shall be determined in accordance with section (viii) of part (a) of
this Section 2.
(ii) Meetings. The Telecommunications Committee shall meet at such
--------
times and places as shall be directed by the Management Committee and shall
conduct its affairs in accordance with rules established by the Management
Committee.
-11-
<PAGE>
(iii) Scope of Powers and Duties. The Telecommunications Committee
--------------------------
shall have all those responsibilities, powers and duties delegated to it by the
Management Committee, subject, however, to the right of every party to this
Agreement to have any decision or other action made or taken by the
Telecommunications Committee reviewed by the Management Committee.
(c) Nothing contained in this Agreement shall be so construed as to modify
the responsibilities of any Operator with respect to the control, maintenance
and operation of those facilities for which it holds a valid FCC license.
Sec. 3. Operators' Responsibilities.
---------------------------
Each Operator shall be responsible for the financing, acquisition,
construction, maintenance and operation of all property and equipment dedicated
to the STN under its control, which property and equipment may be further
identified by reference to licenses another authorizations issued to the
Operator by the FCC.
Consistent with all applicable regulations of the FCC and with such rules
as shall be promulgated by the Management Committee (which shall not be
inconsistent with any such regulation) each Operator shall construct, maintain
and operate those facilities under its control which are integral to the STN in
such a manner as to maintain the integrity and reliability of the entire STN.
Any Operator desiring to make any change in any facility which is a part of the
STN under its control and which could affect the efficiency, reliability,
availability or Operating Cost of the STN shall, as soon as practicable,
-12-
<PAGE>
request approval thereof from the Management Committee. The Management Committee
shall approve every such proposed change if it shall determine that such change
will not adversely affect the efficiency, reliability or availability of the
STN; provided that any increase in the Operating Cost of the STN occasioned by
such change shall be reimbursable under the terms of this Agreement only to the
extent that the Management Committee shall determine that such change will
result in a desirable improvement to the STN.
Each Operator may use and agrees to permit other Participants and
Participant Associations to use that portion of the STN which it operates, to
the extent that such use shall be necessary or desirable in the conduct of its
own operations and such other Participants' and Participant Associations'
operations, subject to the provisions of Sec. 4 hereof.
Every Operator shall have full and exclusive responsibility of the control,
maintenance and operation of those facilities with respect to which it is
licensed by the FCC, and nothing herein contained shall be interpreted as
limiting or otherwise interfering with any Operator's duties and
responsibilities under the rules and regulations of the FCC.
The Operators agree to make available to the Management Committee all such
accounts, records and other documents as may be reasonably required by it and
the Telecommunications Committee in the discharge of their duties under this
Agreement.
Each Operator agrees faithfully to perform each and every obligation under
this Agreement and under every applicable rule and regulation of the FCC and
other governmental agencies having
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<PAGE>
jurisdiction thereof to the end that the facilities which are integral to the
STN owned and operated by said Operator may continue to function throughout the
term of this Agreement thereby preserving the integrity and reliability of the
STN.
Sec. 4. Limitation of Participants' Use of Shared Telecommunications
------------------------------------------------------------
Network.
-------
Whenever a Participant desires to increase its use of the STN, either
directly or as one participating in a Participant Association, approval of such
increased use shall first be obtained from the Management Committee. The
Management Committee shall approve all requests by Participants to increase
their use of the STN in the order in which applications for increased use are
received by it and, if necessary, shall recommend the enlargement of the
facilities to accommodate such increased use; provided, however, that any such
approval may be conditioned upon an agreement by the applicant to discontinue
such use on reasonable notice, if within the term of this Agreement the
Management Committee shall determine that a reallocation of such increased use
(whether an additional Channel assignment or other), rather than the
construction of additional facilities to accommodate the increased use, is in
the best interest of all the Participants.
Sec. 5. Determination of Operating and Administrative Costs of Operators.
----------------------------------------------------------------
A. The Management Committee shall from time to time prepare and
distribute to the Operators definitive rules to be applied by them in
determining their respective Operating Costs.
-14-
<PAGE>
Such rules shall be consistent with the following general principles.
(a) Insofar as it shall be practicable to do so each Operator shall
have the duty to determine the Operating Costs of that part of the STN owned and
controlled by it.
(b) Each Operator shall prepare a schedule of its Operating Costs in
the form prescribed by the Management Committee, which shall be forwarded to the
Fiscal Agent on or before the 10th business day of each calendar month. Said
schedule shall set forth in detail an estimate of all of the Operator's monthly
Operating Costs for the second preceding calendar month properly allocated to
the Links to which they re applicable (insofar as such Operating Costs relate to
Transmission Equipment and Miscellaneous Telecommunications Equipment and
Property) and to the Operator's Loop Closing Equipment and Multiplex Equipment.
(c) (i) An Operator owning or controlling any property or equipment
which is used in part only for or as an adjunct to the STN shall allocate only a
fair and equitable share of the costs of owning and operating said property and
equipment to one or more of the appropriate categories of Operating Costs for
the use of property or equipment or for services where such use or services are
so incidental or negligible that no significant additional economic burden is
thereby placed upon the Operator.
(ii) An Operator owning or controlling any property that is
allocated to the STN and leasing a portion of the facility to other parties not
associated with the Operator
-15-
<PAGE>
shall have the income derived credited to the Operator's Operating Costs.
(d) The definitive rules for determining Operating Costs, the
schedules of Operating Costs submitted monthly to the Fiscal Agent by the
Operators are given in Appendix B attached.
(e) The Management Committee shall from time to time review each
Operator's Operating Costs, and the data and methods employed in the
determination thereof, and shall, by direction to the Fiscal Agent, effect such
adjustments thereto as may be necessary to present accurately each Operator's
Operating Costs. All Operators and the Management Committee shall employ uniform
methods and procedures in determining each Operator's Operating Costs consistent
with the provision of this Agreement, provided, however, that the Management
Committee may modify any such method or procedure (with respect to one or more
Operators) if it shall determine that such modification is required to present
accurately any Operator's Operating Costs.
(f) Consistent with the provisions of paragraph (e) above the
Operating Costs which are attributable to taxes such as Federal income taxes and
may be adjusted automatically from time to time shall be so adjusted to reflect
changes therein.
B. The Management Committee shall prepare and distribute to all Operators
and to those other Participants incurring Administrative Costs and to the Fiscal
Agent definitive rules to be applied by them in determining their respective
Administrative Costs, which rules shall be consistent with the principle that
all such Administrative Costs shall be fully reimbursed. Each Operator and
other Participant incurring Administrative Costs
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<PAGE>
shall file with the Fiscal Agent, on or before the tenth business day of each
calendar month, a statement thereof setting forth the Administrative Costs
incurred by it during the second calendar month preceding the filing of such
statement.
Sec. 6. Responsibilities of and Payments to the Fiscal Agent.
----------------------------------------------------
On or before the 15th business day of each calendar month the Fiscal Agent
shall, in accordance with the directors of the Management Committee, allocate
all Operating Costs and Administrative Costs (including all costs reasonably
incurred by it in the performance of its duties hereunder) to and among all
Participants and Participant Associations and adjust the accounts of each of
them (including those Participants who are Operators, in their capacities as
Operators), render statements to them, and thereafter receive and make payment
of any net balance which may be due from or to each Participant and Participant
Association with respect to the operation and use of the STN during the calendar
month two months preceding. The Management Committee shall from time to time
prepare for the Fiscal Agent definitive rules to be used by it in the
performance of such functions, which rules shall be consistent with the
following general principles.
(a) The Operating Costs of each Link in the STN, other than the Link
or Links assigned to Loop Closing Equipment, being all those Operating Costs
allocable to the Transmission Equipment and Miscellaneous Telecommunications
Equipment and Property dedicated to each such Link shall first be determined.
-17-
<PAGE>
(b) The Operating Costs of each link in the STN (other than the Link
or Links assigned to Loop Closing Equipment) shall be allocated (in accordance
with paragraph (c) following) to and among all assignees of the Channels flowing
in that Link during 15 or more days of the calender month during which such
Operating Costs were incurred. For the purpose of ascertaining the number (and
identity) of the Channels flowing in each Link of a Loop the Fiscal Agent shall
assume (i) that each Channel flows over that route within that Loop which would
result in the least charge for that Channel if it were the only Channel flowing
in that Loop, (ii) that the Link or Links assigned to Loop Closing Equipment
were available to the assignee(s) of the Channel without cost, and (iii) that
the total Operating Costs of each Link in a Loop are those listed in the latest
STN audit report made by the Fiscal Agent and whenever significant capital
expenditures shall be made with respect to one or more Links within a Loop
(other than the Link or Links designated as Loop Closing Equipment).
(c) Each Participant and Participant Association to which there shall
be assigned one or more Channels flowing in any Link within the STN during 15 or
more days of a calendar month shall bear a pro-rata share of the total Operating
Costs of that Link for that month. Such pro-rata share shall be determined by
applying to such Operating Casts that fraction, the numerator of which shall be
the sum of the Channels (and fractions thereof in those cases where one or more
Channels are shared with other Participants or Participant Associations)
assigned to the Participant or Participant Association and the denominator of
which shall be the total number of Channels flowing within the
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<PAGE>
Link during 15 or more days of the calendar month. Each Participant and
Participant Association shall be billed by the Fiscal Agent for a portion of the
Operating Costs of all Links carrying one or more Channels assigned to it during
15 or more days of the calendar month as determined by the formula set forth in
the preceding sentence.
(d) Each Participant and Participant Association to which there shall
be assigned one or more Channels flowing in a Loop during 15 or more days of a
calendar month shall bear a pro-rata share of the Operating Costs properly
allocable to the Loop Closing Equipment or that loop for that month, to be
determined by applying to such Operating Costs that fraction, the numerator of
which shall be the number of Channels (and fractions thereof, where a Channel is
shared with one or more other Participants or Participant Associations) flowing
in a Loop assigned to that Participant or Participant Association and the
denominator of which shall be the total number of Channels flowing in that Loop,
during 15 or more days of that month.
(e) Each Participant and Participant Association to which there shall
be assigned one or more Channels flowing in the STN during 15 or more days of a
calendar month shall bear a pro-rata share of the Operating Costs of the
Multiplex Equipment to be determined by applying to the Operating Costs of each
unit of Multiplex Equipment that fraction, the numerator of which shall be the
number of Channels assigned to such Participant or Participant Association (in
whole or in part) and derived by that unit of Multiplex Equipment, and the
denominator of which shall be the total number of Channels derived by such unit
of Multiplex
-19-
<PAGE>
Equipment. Similar computations shall be made with respect to each unit of
Multiplex Equipment in the STN for each Participant and Participant Association
assigned one or more Channels (or a fraction thereof) during 15 or more days of
that month and each Participant and Participant Association's share of the
Operating Costs of the Multiplex Equipment shall be the sum of the results of
all such computations.
(f) Each Participant and Participant Association to which there shall
be assigned one or more Channels flowing in the STN during 15 or more days of
the calendar month shall bear a pro-rata share of the Administrative Costs, for
the month, to be determined by applying thereto that fraction, the numerator of
which shall be such Participant or Participant Association's entire share (as
herein determined) of the Operating Costs of (i) all the Links (ii) all Loop
Closing Equipment and (iii) all Multiplex Equipment in the STN and the
denominator of which shall be the total of such Operating Costs, for that
calendar month.
(g) Each Participant agrees to pay to the Fiscal Agent within 10 days
after receipt of each direct billing from the Fiscal Agent, its fair and
equitable share of the Operating Costs and Administrative Costs of the STN
determined in accordance with this Agreement. Each Participant further agrees
to then pay (directly or through one or more Participant Associations) to the
Fiscal Agent its fair and equitable share of the Operating Costs and
Administrative Costs of the STN allocated to each Participant Association of
which it is a member; said fair and equitable share to be determined in
accordance with the terms of those
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<PAGE>
agreements governing the sharing of all costs of such Participant Associations.
(h) Neither the Fiscal Agent nor its subsidiaries or related entities,
nor any of the directors, officers, agents, or employees thereof, shall be
liable to any party or other person for any action taken or omitted to be taken
by it under or in connection with this Agreement in the absence of the Fiscal
Agent's own gross negligence or willful misconduct. Without limiting the
generality of the foregoing, the Fiscal Agent:
(i) shall not have any duty to ascertain or to inquire as to the
performance or observance of any of the terms, covenants or conditions of
this Agreement (except receipt of items required to be delivered to the
Fiscal Agent pursuant to this Agreement) or to inspect the property
(including the books and records) of the parties;
(ii) shall in the absence of gross negligence or willful
misconduct, incur no liability under or in respect to this Agreement by
acting, without gross negligence or willful misconduct, upon any notice,
consent, certificate, statement or other writing (which may be a bank wire,
telex, telecopy or similar writing) believed by it to be genuine or to be
signed or sent by the proper parties or party; and
(iii) shall not be required to take any action pursuant to this
Agreement which it believes, in good faith, may involve it in personal
liability or violation of law or may be contrary to the terms of this
Agreement.
(i) The Fiscal Agent may resign at any time by giving 60 days prior
written notice thereof to the parties, and may be
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<PAGE>
removed at any time by action of the Management Committee. Upon any such
resignation or removal, the Management Committee shall have the right to appoint
a successor Fiscal Agent.
(j) Each party will, independently and without reliance upon the
Fiscal Agent, make its own credit decisions in taking action under this
Agreement. The Fiscal Agent shall have no duty of collecting any sums due under
this Agreement (other than making a formal written request to those parties
owing sums due and reporting any delinquency to the Management Committee). The
Fiscal Agent shall have no duty to file suit for the collection of outstanding
sums due and unpaid, and shall have no personal liability for any sums owed by
parties (other than sums due in its capacity as a Participant).
Sec. 7. Term of Agreement.
-----------------
This agreement shall be effective as of the 1st day of June, 1990, and
shall continue for a period of ten (10) years to terminate on the 31st day of
May, 2000, unless an earlier termination date shall be fixed by vote of members
of the Management Committee holding at least two-thirds (2/3) of the total
voting rights thereof.
Sec. 8. New Participants and New Participant Associations.
-------------------------------------------------
The parties hereto recognize that from time to time it may be necessary or
desirable to include additional Participants n their individual capacities, or
as new utilities participating in Participant Associations, as parties to this
Agreement, or that it may be necessary or desirable to form one or more new
Participant Associations comprised of Participants which are parties to this
Agreement. The parties hereto agree that every
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new utility participating in a Participant Association whose members are or are
to become parties to this agreement must become a party to this Agreement as of
the date on which such membership shall commence. The parties hereto further
agree that additional Participants (in their individual capacities, or as
members of a Participant Association, hereafter applying for permission to
subscribe to this Agreement) may be added if approved by the Management
Committee, and by the FCC where such approval is required.
Sec. 9. Arbitration.
-----------
(a) In the event any Participant is aggrieved by any action of the
Management Committee and such action:
(1) requires such Participant to make a payment or to take any
other action pursuant to this Agreement; or
(2) fails to accord it any right to which it is entitled under the
provisions of this Agreement or imposes on it a burden to which it is
not subject under the provisions of this Agreement; or
(3) results in the termination of the Participant's status as
Participant or imposes any other penalty on the Participant; the
Participant shall be entitled to require that the matter be submitted
for arbitration in accordance with the provisions of this section.
(b) If a Participant desires to require submission to arbitration of
any matter in accordance with this section it shall give to the Secretary of the
Management Committee, a signed
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<PAGE>
and written notice requesting arbitration specifying with particularity the
matter to be submitted to arbitration. At the same time the Participant shall
mail a copy of the notice to each member of the Management Committee and each
Participant as defined in this Agreement. Any other Participant which desires to
participate in the arbitration proceeding shall give to the Secretary of the
Management Committee a signed and written notice within ten (10) days after the
notice of submission to arbitration is given to the Secretary. The arbitrator
shall be appointed by agreement of the Management Committee, the Participant
submitting the matter for arbitration, and any other Participants which give
such notice of their desire to participate in the proceeding; provided that if
agreement is not reached on the arbitrator within thirty (30) days after the
notice of submission to arbitration is given to the Secretary, the Management
Committee or any of such Participant may apply to the American Arbitration
Association for appointment of the arbitrator. The arbitrator shall be a
disinterested person who is qualified in the area of the matter in dispute. The
arbitrator shall conduct the proceeding in accordance with and subject to the
rules of the American Arbitration Association and shall render his decision with
respect to the matter in controversy as promptly as practicable. The arbitrator
shall be authorized only to interpret and apply the provisions of this Agreement
and shall have no power to modify or change this Agreement in any manner. The
decision of the arbitrator shall be final and binding on all Participants. Each
of the Participants acting in its private party capacity in any arbitration
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<PAGE>
proceeding shall bear its own expenses, and, in addition, the Management
Committee's expenses and the fees and expenses of the arbitrator and any other
expenses of the proceeding shall constitute an expense to be borne, pro-rata, by
each Participant in accordance with its capital investment in the STN on the
date of the arbitration under the formula in section 6(c) hereof. If the
Participant initiating the arbitration loses the arbitration, the Participant
shall bear all costs of the arbitration.
(c) The Management Committee may at any time within thirty (30) days
following the delivery to the Secretary of the notice of the submission of the
matter to arbitration elect to review the matter on its own motion, and may
thereafter take any action it deems appropriate on the matter. In such event,
the arbitration proceeding shall be suspended until the Management Committee has
completed its review, but shall thereafter proceed in accordance with this
section, unless the Management Committee modifies the action in question to the
satisfaction of the Participant submitting the matter to arbitration.
(d) The submission of a matter to arbitration in accordance with this
section shall suspend the action to which the proceeding relates until the
proceeding is concluded, unless the Management Committee determines that the
suspension will imperil the stability or reliability of the STN.
(e) The Management Committee or its designee shall be a party in all
arbitration proceedings under this section.
(f) Except for the matter specified in this section, no other action
shall be subject to arbitration
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<PAGE>
Sec. 10. Counterparts.
------------
This Agreement may be executed in any number of counterparts, and each
executed counterpart shall have the same force and effect as an original
instrument and as if all the parties to all of the Counterparts had signed the
same instrument.
Sec. 11. Construction.
------------
The underlined captions set forth in this Agreement at the beginning of the
various paragraphs hereof are for convenience of reference only and shall not be
deemed to be part of this Agreement or considered in construing it.
This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts.
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers or other agents on the dates hereinafter set
opposite their names.
Date of execution THE CONNECTICUT LIGHT AND POWER COMPANY
By
----------------- ------------------------------------
Its
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By
----------------- ------------------------------------
Its
NEW ENGLAND POWER SERVICE COMPANY
By
----------------- ------------------------------------
Its
VERMONT ELECTRIC POWER COMPANY, INC.
By
----------------- ------------------------------------
Its
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By
----------------- ------------------------------------
Its
CENTRAL MAINE POWER COMPANY
By
----------------- ------------------------------------
Its
MAINE ELECTRIC POWER COMPANY, INC.
By
----------------- ------------------------------------
Its
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<PAGE>
NORTHEAST UTILITIES SERVICE COMPANY, in
its capacity as the agent charged with
the operation of the Connecticut Valley
Power Exchange ("CONVEX") satellite
dispatch center participated in the
CHICOPEE ELECTRIC LIGHT DEPARTMENT, THE
CONNECTICUT LIGHT AND POWER COMPANY,
CONNECTICUT MUNICIPAL ELECTRIC ENERGY
COOPERATIVE, HOLYOKE GAS AND ELECTRIC
DEPARTMENT, HOLYOKE WATER POWER COMPANY,
SOUTH HADLEY ELECTRIC LIGHT DEPARTMENT,
THE UNITED ILLUMINATING COMPANY, WESTERN
MASSACHUSETTS ELECTRIC COMPANY,
WESTFIELD GAS AND ELECTRIC DEPARTMENT,
and such other utility systems as may
from time to time become participants
int the CONVEX satellite dispatch
center.
Date of execution
By
----------------- ------------------------------------
Its
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<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized officers or other agents on the dates hereinafter set
opposite their names.
Date of Execution THE CONNECTICUT LIGHT AND POWER COMPANY
By
----------------- ------------------------------------
Its
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By
----------------- ------------------------------------
Its
NEW ENGLAND POWER SERVICE COMPANY
By
----------------- ------------------------------------
Its
VERMONT ELECTRIC POWER COMPANY, INC.
By
----------------- ------------------------------------
Its
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By
----------------- ------------------------------------
Its
CENTRAL MAINE POWER COMPANY
By
----------------- ------------------------------------
Its
MAINE ELECTRIC POWER COMPANY, INC.
By
----------------- ------------------------------------
Its
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<PAGE>
ALLIED POWER & LIGHT COMPANY, ASHBURNHAM MUNICIPAL LIGHT PLANT, BANGOR
HYDRO-ELECTRIC COMPANY, BLACKSTONE VALLEY ELECTRIC COMPANY, BOSTON
EDISON COMPANY, BOYLSTON MUNICIPAL LIGHT DEPARTMENT, BRAINTREE ELECTRIC
LIGHT DEPARTMENT, BURLINGTON ELECTRIC LIGHT DEPARTMENT, CAMBRIDGE
ELECTRIC LIGHT COMPANY, CANAL ELECTRIC COMPANY, CENTRAL MAINE POWER
COMPANY, CENTRAL VERMONT PUBLIC SERVICE CORPORATION, CHICOPEE MUNICIPAL
LIGHTING PLANT, CITIZENS UTILITIES COMPANY, COMMONWEALTH ELECTRIC
COMPANY, CONCORD ELECTRIC COMPANY, CONCORD MUNICIPAL LIGHT PLANT, THE
CONNECTICUT LIGHT AND POWER COMPANY, CONNECTICUT MUNICIPAL ELECTRIC
ENERGY COOPERATIVE, DANVERS ELECTRIC DEPARTMENT, EASTERN EDISON COMPANY,
EASTERN UTILITIES ASSOCIATES, VILLAGE OF ENOSBURG FALLS WATER & LIGHT
DEPARTMENT, EUA POWER CORPORATION, EXETER & HAMPTON ELECTRIC COMPANY,
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY, FRANKLIN ELECTRIC LIGHT
COMPANY, GEORGETOWN MUNICIPAL LIGHT DEPARTMENT, GRANITE STATE ELECTRIC
COMPANY, GREEN MOUNTAIN POWER CORPORATION, GROTON ELECTRIC LIGHT
DEPARTMENT, VILLAGE OF HARWICK ELECTRIC DEPARTMENT, HINGHAM MUNICIPAL
LIGHTING PLANT, HOLDEN MUNICIPAL LIGHT DEPARTMENT, HOLYOKE GAS &
ELECTRIC DEPARTMENT, HOLYOKE POWER AND ELECTRIC COMPANY, HOLYOKE WATER
POWER COMPANY, HUDSON LIGHT AND POWER DEPARTMENT, HULL MUNICIPAL
LIGHTING PLANT, VILLAGE OF HYDE PARK, INC., IPSWICH MUNICIPAL ELECTRIC
DEPARTMENT, VILLAGE OF JOHNSON ELECTRIC LIGHT DEPARTMENT, LITTLETON
ELECTRIC LIGHT & WATER DEPARTMENT, VILLAGE OF LUDLOW ELECTRIC LIGHT
DEPARTMENT, VILLAGE OF LYNDONVILLE ELECTRIC DEPARTMENT, MANSFIELD
MUNICIPAL ELECTRIC DEPARTMENT, MARBLEHEAD MUNICIPAL LIGHT DEPARTMENT,
MASSACHUSETTS ELECTRIC COMPANY, MASSACHUSETTS MUNICIPAL WHOLESALE
ELECTRIC COMPANY, MERRIMAC MUNICIPAL LIGHT DEPARTMENT, MIDDLEBOROUGH GAS
& ELECTRIC COMPANY, MIDDLETON MUNICIPAL ELECTRIC DEPARTMENT, MONTAUP
ELECTRIC COMPANY, VILLAGE OF MORRISVILLE WATER & LIGHT DEPARTMENT, THE
NARRAGANSETT ELECTRIC COMPANY, NEW ENGLAND POWER COMPANY, NEW HAMPSHIRE
ELECTRIC COOPERATIVE, INC., NEWPORT ELECTRIC CORPORATION, NORTH
ATTLEBOROUGH ELECTRIC DEPARTMENT, NORTHEAST UTILITIES, VILLAGE OF
NORTHFIELD ELECTRIC DEPARTMENT, VILLAGE OF ORLEANS ELECTRIC DEPARTMENT,
PASCOAG FIRE DISTRICT, PAXTON MUNICIPAL LIGHT DEPARTMENT, PEABODY
MUNICIPAL LIGHT PLANT, PRINCETON MUNICIPAL LIGHT DEPARTMENT, PUBLIC
SERVICE COMPANY OF NEW HAMPSHIRE, READING MUNICIPAL LIGHT & POWER
COMPANY, ROWLEY MUNICIPAL LIGHT DEPARTMENT, SHREWSBURY MUNICIPAL LIGHT
PLANT, SOUTH HADLEY ELECTRIC LIGHT DEPARTMENT, STERLING MUNICIPAL
ELECTRIC LIGHT DEPARTMENT, VILLAGE OF STOWE WATER AND LIGHT DEPARTMENT,
VILLAGE OF SWANTON, TAUNTON MUNICIPAL LIGHTING PLANT, TEMPLETON
MUNICIPAL LIGHTING PLANT, THE
-30-
<PAGE>
UNITED ILLUMINATING COMPANY, UNITIL POWER CORP., VERMONT ELECTRIC CO-OP,
INC., VERMONT ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE, INC.,
VERMONT ELECTRIC GENERATION AND TRANSMISSION COOPERATIVE, INC., VERMONT
ELECTRIC POWER COMPANY, INC., VERMONT MARBLE COMPANY, VERMONT PUBLIC
POWER SUPPLY AUTHORITY, WAKEFIELD MUNICIPAL LIGHT DEPARTMENT, WASHINGTON
ELECTRIC COOPERATIVE, INC., WEST BOYLSTON MUNICIPAL LIGHTING PLANT,
WESTERN MASSACHUSETTS ELECTRIC, WESTFIELD GAS AND ELECTRIC LIGHT
DEPARTMENT, and such other utility systems as may from time to time
become participants in the New England Power Pool (NEPOOL) under the
terms of the New England Power Pool Agreement effective October 1, 1978,
and as may be amended from time to time.
Date of execution
By
----------------- ------------------------------------
Its
-31-
<PAGE>
BOSTON EDISON COMPANY; EASTERN UTILITIES ASSOCIATES; NEW ENGLAND POWER
COMPANY; GRANITE STATE ELECTRIC COMPANY; MASSACHUSETTS ELECTRIC COMPANY
and THE NARRAGANSETT ELECTRIC COMPANY, subsidiaries of New England
Electric System; FITCHBURG GAS AND ELECTRIC LIGHT COMPANY; COMMONWEALTH
ENERGY COMPANY; VERMONT ELECTRIC POWER COMPANY, INC. for itself and as
agent for the Vermont electric utilities who have joined with it as a
single participant under the terms of NEPOOL Agreement; NEWPORT ELECTRIC
CORPORATION; ASHBURNHAM MUNICIPAL LIGHT DEPARTMENT; TEMPLETON MUNICIPAL
LIGHTING PLAINT; TOWN OF BOYLSTON MUNICIPAL LIGHT DEPARTMENT; TOWN OF
DANVERS ELECTRIC DEPARTMENT; TOWN OF BRAINTREE ELECTRIC LIGHT
DEPARTMENT; TOWN OF GEORGETOWN MUNICIPAL LIGHT DEPARTMENT; TOWN OF
GROTON ELECTRIC LIGHT DEPARTMENT; HINGHAM MUNICIPAL LIGHTING PLANT;
HOLDEN MUNICIPAL LIGHT DEPARTMENT; HUDSON LIGHT & POWER DEPARTMENT; TOWN
OF HULL MUNICIPAL LIGHTING PLANT; TOWN OF IPSWICH MUNICIPAL ELECTRIC
DEPARTMENT; LITTLETON ELECTRIC LIGHT DEPARTMENT; TOWN OF MANSFIELD
MUNICIPAL ELECTRIC DEPARTMENT; MIDDLEBOROUGH MUNICIPAL GAS AND ELECTRIC
DEPARTMENT; TOWN OF MIDDLETON MUNICIPAL LIGHT DEPARTMENT; TOWN OF NORTH
ATTLEBOROUGH ELECTRIC DEPARTMENT; PASCOAG FIRE DISTRICT; PAXTON
MUNICIPAL LIGHT DEPARTMENT; PEABODY MUNICIPAL LIGHT PLANT; PRINCETON
MUNICIPAL LIGHT DEPARTMENT; ROWLEY MUNICIPAL LIGHT PLANT; SHREWSBURY'S
ELECTRIC LIGHT PLANT; STERLING MUNICIPAL ELECTRIC LIGHT PLANT; TAUNTON
MUNICIPAL LIGHTING PLANT; TOWN OF WAKEFIELD MUNICIPAL LIGHT DEPARTMENT;
WEST BOYLSTON MUNICIPAL LIGHT DEPARTMENT; and such other utilities as
may from time to time participate in the Rhode Island - Eastern
Massachusetts - Vermont Energy Control (REMVEC) satellite dispatch
center.
Date of execution
By
----------------- ------------------------------------
------------------------------------
------------------------------------
------------------------------------
-32-
<PAGE>
[Figure of New England Shared Telecommunication Network]
-33-
<PAGE>
APPENDIX B
----------
BASIS FOR MONTHLY BILLING OF OPERATING COSTS
OF THE SHARED TELECOMMUNICATIONS NETWORK
UNDER THE TELECOMMUNICATIONS SHARING AGREEMENT
----------------------------------------------
I. General
-------
A. Introduction
------------
The following rules are proposed pursuant to Section 5(d) of the
Telecommunications Sharing Agreement, for use by the Participants in
calculating the costs of individual Participants as the basis for
monthly billing of the Shared Telecommunications Network (STN), under
the terms of that Agreement, as defined in Section l.(o), thereof.
The objective of the rules is to provide a fair, equitable and uniform
application to all the Participants, with due recognition of
variations in accounting and financial policies and practices and
different regulatory requirements. All operation and maintenance and
gross and net investment costs shall be determined in accordance with
the Uniform System of Accounts prescribed by the Federal Energy
Regulatory Commission for Class A and Class B Public Utilities and
Licensees.
<PAGE>
-2-
B. Determination of Operating Costs
--------------------------------
For STN facilities owned, a company can determine the appropriate
Operating Costs for the applicable month, by totaling the annual costs
for all STN facilities computed for cost of capital, income taxes,
provision for normalized investment tax credit, municipal taxes, any
other taxes, and depreciation as determined according to the
provisions of Paragraphs C, D, E, F, G, and H respectively, of Section
III below, and dividing that total by twelve to convert it to an
amount for the month. To that resulting monthly figure should be
added the operation and maintenance expense for the month, determined
in accordance with Paragraph I of Section III below, to arrive at
total Operating Costs for the Participant for that month. These costs
can then be expressed as a percentage of total gross investment in STN
facilities.
C. Audit and Review
----------------
All determinations of costs, both estimates used for billing and those
specified as actual by the owning company, shall be subject to review
and audit in accordance with a procedure approved by the Management
Committee upon recommendation by the Financial Officers of the
Participants. No such cost determinations shall be subject to
challenge by other Participants later than twenty-four months after
the date of billing by NEPSCO which reflects such cost determinations,
or
<PAGE>
-3-
later than three months following the distribution of the audit
report, if any, whichever event first occurs. Corrections in estimates
or errors used in previous monthly cost determinations shall be
reflected currently, and prospectively as necessary, starting with the
next monthly cost determination after the amount of the correction is
determined. Retroactive corrections shall be limited to those which
would result in a cumulative change of at least 1% in the annual STN
costs for the owning company for the most recent year and which relate
to costs within a period of the most recent twenty-four months.
D. Common Equity Component of Cost of Capital
------------------------------------------
Since the cost of common equity is not fixed by the contractual terms
of the issues, as in the case of long-term debt (interest-bearing debt
with an original maturity of more than one year) and preferred stock,
it is not subject to precise determination. It is generally agreed
that the cost of common equity of a particular company is based on the
amount which investors expect will be earned on the common equity and
one measure frequently used is the actual earnings realized by
comparable companies and the electric utility industry over a
reasonable historical period. However, in recent years, because of the
lag in obtaining essential rate relief to help compensate for
inflationary increases in costs, particularly the
<PAGE>
-4-
increase in costs of new long-term debt and preferred stock issued at
record high costs levels with the resultant decline in coverages of
fixed charges, the rate of earnings on common equity of most New
England electric utilities has been depressed in relation to what
these companies earned in the past and is lower than the rate required
under current financial conditions.
In order to recognize the different capital structures, financial
policies, and patterns of earnings being experienced among the
Participant companies, it vas felt that a cost of common equity should
be developed which would take all of these factors into consideration
by (l) considering the historical rate of earnings but avoiding the
tendency to perpetuate any abnormal temporary earnings experience; (2)
recognizing the effect of new issues of long-term debt and preferred
stock at costs substantially higher than the average embedded costs
and the need for a higher rate of return to restore and maintain
earnings coverages of fixed charges and quality ratings on long-term
debt; and (3) reflecting the difference in financial risk associated
with different capital structures (i.e., the lower of the common
equity ratio, the greater the amount of long-term debt and preferred
stock with prior claim on earnings and the greater risk to the common
shareholder which, in turn, should entitle him to a
<PAGE>
-5-
higher return) by providing different unweighted return rates on
common equity, varying inversely with the comon equity ratios. It was
deemed inequitable to use an approach which would treat all companies
as though they had a single earnings pattern, capital structure, and
financial policy. However, a uniform application for all Participants
was desired. After consideration of a number of alternative solutions
to the problem, it was concluded that each Participant's return on
common equity, to be used in arriving at its common equity component
should recognize the variations in risk which result from variations
in the proportion of common equity to total permanent capitalization
(the sum of long-term debt, preferred stock and common equity). It was
concluded that, for the purpose of computing STN carrying charges, the
return on common equity should be determined from a straight line
relationship of common equity ratios to return on common equity base
on two fixed points which currently represent a reasonable
approximation of minimal returns at those common equity ratios. By
using the equation of a straight line through two fixed points, each
Participant, based on its own particular common equity ratio will be
able to determine its return on common equity.
The fixed points are 13.00% return at 35.00% common equity and 8.00%
return at 100.00% common equity. The 35.00% common equity ratio is
typical of the common
<PAGE>
-6-
equity ratio of the investor-owned New England electric utilities and
the 100.00% common equity ratio represents the point at which return
on common equity becomes the total return for a company. The
corresponding 13.00% and 8.00% returns currently represent minimal
returns for this purpose at the two specific common equity ratios. The
two fixed points are subject to review, as actual experience
necessitates, by the Financial Officers of participants, and to change
on the basis of such review and with approval of the Management
Committee.
The general equation for each Participant to use in determining his
return on common equity is derived from the algebraic equation of a
straight line passing through two given points on a grid. This
equation reduces to the general form Y = MX + B. In the determination
of the return on common equity, Y equals the percent return on common
equity and X equals the percent on common equity to total permanent
capitalization. The factors M (the slope of the line) and B (the Y
intercept) vill vary if the agreed fixed points of 100.00% common
equity at 8.00% return and 35.00% common equity at 13.00% return
change in the future. For the presently agreed fixed points, M = -
1/13 and B = 204/13.
<PAGE>
-7-
II. CHANGES IN INVESTMENT
---------------------
The STN investment in each company shall be updated annually at year
end for all additions, retirements and adjustments not previously
taken into account. During each year major STN additions shall be
reflected in investments as of the end of the month during which such
additions are placed in service. Major retirements shall be reflected
in investment as of the end of the month during which such facilities
are deactivated. Minor additions, retirements cr adjustments amounting
to under $10,000 for a single project need not be reflected, except
annually.
III COST BASIS OF STN FACILITIES
----------------------------
A. Gross Investment
----------------
Gross investment shall be the original cost of the facilities,
including the cost of test equipment and spare parts used exclusively
for the STN.
B. Net Investment
--------------
Net investment shall be gross investment less accumulated
depreciation. The net investment for each month's cost calculation
shall be as of the first of the month. Accumulated depreciation shall
be actual book accruals through May 31, 1970, and on a 6.67% annual
depreciation rate thereafter. For all STN facilities, accumulated
depreciation shall reflect
<PAGE>
-8-
retirements and net salvage realized. Base for book depreciation
shall be gross depreciable plant investment per books.
C. Cost of Capital
---------------
Cost of capital for all STN facilities at the applicable time shall be
calculated as the aggregate of the cost of capital for each year's
additions computed by multiplying the net investment for all
facilities installed in each year times the sum of the common equity,
long-term debt and preferred stock components with respect to such
facilities, determined as follows:
1. Common Equity Component
-----------------------
The common equity component (rounded to the nearest hundredth)
shall be the product of the common equity ratio at December 31 of
the year prior to which the facilities were placed in service
(rounded to the nearest tenth) times the appropriate return on
common equity from the algebraic equation Y = MX + B. For this
equation Y equals the percent return on common equity and, until
the presently agreed fixed points of 100.0% common equity at
8.00% return and 35.0% common equity at 13.00% return change, M =
-1/13 and B = 204/13. X equals the actual dollar weighted
average common equity as a percent of the dollar weighted average
total permanent capitalization at
<PAGE>
-9-
December 31 of the year prior to which the facilities were placed
in service.
2. Long-Term Debt Component
------------------------
Long-term debt component consisting of actual dollar weighted
average interest cost to maturity of long-term debt issued during
the twelve month period ending December 31st of the year in which
the STN facility was placed in service (or, if there has been no
long-term debt issued during such twelve months, the dollar
weighted average interest cost for short-term debt outstanding
during the same twelve months until such long-term debt is
issued) times the ratio of dollar weighted average outstanding
long-term debt to the dollar weighted average total permanent
capitalization at December 31 of the year prior to which the
facilities were placed in service.
3. Preferred Stock Component
-------------------------
Preferred stock component consisting of actual dollar weighted
average cost of preferred stock issued during the twelve month
period ending December 31st of the year in which the STN facility
was placed in service (or, if there has been no preferred stock
issued during such twelve months, the dollar weighted cost of
long-term debt issued or, if none, of short-term debt outstanding
during the same twelve months until the issue of
<PAGE>
-10-
long-term debt, as the applicable debt interest cost to be
reflected until such preferred stock is issued) times the ratio
of the dollar weighted average preferred stock outstanding to the
dollar weighted average total permanent capitalization at
December 31 of the year prior to which the facilities here placed
in service. Any interest cost included in lieu of preferred stock
cost shall not be treated as an interest deduction calculating
income tax.
4. Provisions for Refinancing
--------------------------
Long-term debt and preferred stock capital costs shall be revised
at the time of any refinancing the cost of which will change the
cost of capital for any STN facility.
D. Income Taxes
------------
Income taxes shall be computed in a manner consistent with the concept
of multiplying the cost of equity capital (the sum of preferred stock
and common equity) times T/(l-T) where T is the current combined
Federal and State tax rates in effect but recognizing, as appropriate,
variations in state taxing formulas.
E. Investment Tax Credits
----------------------
Any investment tax credit on STN facilities placed in service after
June 1, 1970, shall be reflected ratably over the depreciable life of
the facility in determining the annual carrying charges. This
<PAGE>
-11-
provision for normalized investment tax credit shall be calculated by
dividing the quotient of the investment tax credit divided by the
estimated service life by one minus the effective income tax rate.
F. Municipal Taxes
---------------
Municipal taxes shall be those specifically identified with STN or
estimates as close to that as feasible. The procedures for determining
the amounts of such estimates shall be specified by the owning
company, subject to review and approval by the Financial Officers on
the basis of standards approved by the Management Committee and shall
not be changed without further such review and approval.
G. Other Taxes
-----------
Any present or future taxes which are incurred as a result of
construction or operation of the facilities and not accounted for
elsewhere shall be included.
H. Depreciation
------------
Annual book depreciation expense shall be based on a 15-year life
which yields a 6.67% annual rate to be applied to gross depreciable
plant commencing in the month a facility is placed in service.
I. Operation and Maintenance Expense
---------------------------------
Operation and maintenance expense shall be actual cost to the extent
available, or best estimate thereof, plus overheads consisting of
payroll-related taxes, employee pensions and benefits, directly
related outside
<PAGE>
-12-
services, injuries and damages and property insurance. Procedures used
in determining any estimates and appropriate overheads shall be
specified by the owning company, subject to review and approval by the
Financial Officers on the basis of standards approved by the
Management Committee, and shall not be changed without further such
review and approval.
<PAGE>
EXHIBIT 99.(H)
POLICY XVI
SCHEDULE H
FOREWARD
SWITCHING & TAGGING PROCEDURES MANUAL
-------------------------------------
The Switching and Tagging Procedures herein contained have been assembled
to serve as a guide to experienced employees who may wish to refresh themselves
or reassure themselves in the performance of switching operations and to
instruct new or inexperienced employees when developing operating and
maintenance skills.
These procedures are intended to provide detailed information pertaining to
the operation of the Company's electrical system. The standard procedures to
switch and tag various apparatus and lines are described for both normal
maintenance and emergencies for the portions of the Central Maine Power Company
electrical system under the direct supervision of the System Operations
Department (System and Area Dispatchers) as well as those portions of the system
not under direct supervision of the System Operations Department.
The safety of the public and Company personnel is paramount in all phases
of the Company's operations; therefore, strict adherence to these procedures is
mandatory.
These procedures appear as Policy XVI in the Company's Safety Instruction
Manual to emphasize need for the utmost precision and attention to detail when
engaged in switching operations.
Should conflict arise over interpretation of the language or intent of
these procedures, the matter should be immediately brought to the attention of
the Supervisor of System Dispatch or the Supervisor of Area Dispatch as
appropriate, who will confer with the Chairman of the General Safety Committee
to clarify the issue at hand.
<PAGE>
I N D E X
<TABLE>
<CAPTION>
INDEX PAGE
----
APPENDICES
<S> <C> <C>
1. GENERAL INSTRUCTIONS................................. 1
1.1 Communication................................... 1
1.2 Tag Disposal.................................... 1
1.3 Tag Removal - Special Case...................... 2
2. SYSTEM UNDER THE DIRECT SUPERVISION OF THE SYSTEM
OPERATIONS DEPARTMENT (SYSTEM OR AREA DISPATCHERS)... 3
2.1 Jurisdiction.................................... 3
2.2 Jurisdiction Exception.......................... 4
2.3 Request for Interruption........................ 4
2.4 Information Required............................ 4
2.5 De-Energizing................................... 5
2.6 Reporting Completion of Work.................... 5
2.7 Re-Energizing................................... 6
2.8 Zone of Clearance............................... 6
2.9 Ground Switch Tagging Exception................. 6
2.10 Red Hold Tag Rule............................... 6
2.11 Blanket Order Red Hold Tag Rule Exception....... 6
2.12 Blanket Orders.................................. 6
2.13 Clearance on a De-Energized Zone................ 7
2.14 Generating Stations............................. 7
2.15 Transfer of Holds and Clearances................ 7
2.16 Tagging of the EMS Computer..................... 8
2.17 Dispatcher's Record............................. 8
2.18 Remote Supervisory Control...................... 9
2.19 Dispatcher's Shift Change....................... 9
2.20 System Interconnection.......................... 9
3. SYSTEM NOT UNDER DIRECT SUPERVISION OF THE SYSTEM
OPERATIONS DEPARTMENT (SYSTEM OR AREA DISPATCHERS)... 10
3.1 Responsibility.................................. 10
3.2 Emergency Calls................................. 10
3.3 Notification.................................... 10
3.4 Tagging Distribution Circuits................... 10
3.5 Tags Not Transferable........................... 10
3.6 Double Tagging - "D" Hold Tag................... 11
4. PERSONNEL WORKING ON OR IN CLOSE PROXIMITY OF
LIVE AERIAL OR UNDERGROUND CIRCUITS.................. 12
4.1 Responsibility.................................. 12
4.2 Lines Under Dispatcher Jurisdiction............. 12
4.3 Do Not Reclose Protection on Lines Under
Dispatcher Jurisdiction......................... 12
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
4.4 Lines Not Under Dispatcher's Jurisdiction....... 13
4.5 Notification of Tagging......................... 13
4.6 Removal of Tags................................. 13
4.7 Transfer of "Do Not Reclose" Protection......... 14
4.8 Verbal Communication............................ 14
4.9 Changing Shifts................................. 14
5. GENERAL INSTRUCTIONS COVERING THE USE OF THE "DO NOT
OPERATE" TAG......................................... 15
5.1 Do Not Operate Tag Rule......................... 15
5.2 Tag Removal - Special Cases..................... 15
5.3 Double Tagging.................................. 15
5.4 Tag Disposal.................................... 15
5.5 Unmanned Generating/Substations................. 15
5.6 Manned and Remote Controlled
Generating/Substations.......................... 16
5.7 Changing Shifts................................. 16
6. DETAILED INSTRUCTIONS COVERING APPLICATION OF "RED
HOLD TAGS" WHEN USED ON THAT PORTION OF THE SYSTEM
UNDER DIRECT SUPERVISION OF SYSTEM OPERATIONS
DEPARTMENT........................................... 17
7. DETAILED INSTRUCTIONS COVERING APPLICATION OF "D"
HOLD TAGS WHEN TAGGING AND HOLDING A CIRCUIT OR
APPARATUS FOR YOURSELF............................... 19
8. DETAILED INSTRUCTIONS COVERING APPLICATION OF "D"
HOLD TAGS WHEN TAGGING FOR OTHERS.................... 20
9. DETAILED INSTRUCTIONS COVERING USE OF "DO NOT
RECLOSE" TAG......................................... 21
10. DETAILED INSTRUCTIONS COVERING THE USE OF THE "DO
NOT OPERATE" TAG..................................... 23
</TABLE>
-ii-
<PAGE>
APPENDICES
----------
PAGE
----
I.A. Application Time Tables........................................ 24
I.B. List of NEPEX Appendix A Facilities............................ 25
II.A. Red Hold Tag Sample............................................
II.B. Do Not Reclose Tag Sample......................................
II.C. "D" Hold Tag Sample............................................
II.D. Do Not Operate Tag Sample......................................
III.A. Switch Letter Definitions...................................... 26
III.B. Definitions of Hold, Clearance and DNR Protection.............. 27
IV.A. Clearance on A Breaker......................................... 28
IV.B. Hold on A Breaker.............................................. 29
IV.C. Clearance on A Line Section.................................... 30
IV.D. Clearance on A Generator and A Hold on The Generator
Breaker........................................................ 32
IV.E. Clearance on A Generator and Generator Breaker................. 33
IV.F. Do Not Reclose Protection...................................... 34
-iii-
<PAGE>
1. GENERAL INSTRUCTIONS
1.1 COMMUNICATION
-------------
Good communication is a vital ingredient in successful switching and
tagging operations. All verbal communications pertaining to switching
between System Operations Department Dispatchers or other designated
persons and field personnel must be repeated back to avoid
misunderstanding.
Safety and system reliability are very much dependent on a continuous
communication link between the Dispatchers or other persons in charge of
the work and the field personnel with holds or clearances or protection on
system apparatus or lines. In the event of electrical contact accidents,
customer outages or other system disturbances, it is imperative that the
Dispatcher or other person in charge of the work has good communications
with the field personnel involved. In order to ensure that good
communications exists and is maintained, the following procedure should be
followed:
1. The person taking clearance will pick up his/her clearance at the job
location. This will establish the quality of the communication link.
2. If the person with a clearance has to change locations for any reason,
he/she shall contact the Dispatcher to again test the quality of
communications at the new location.
3. It shall be the responsibility of field personnel to utilize whatever
means necessary to make certain that a quality communication link is
established and maintained between the job site and Dispatcher or
other person in charge of the work.
Since radio and telephone conversations are often recorded by the Company
and/or monitored by the F.C.C., it is essential that proper identity is
established and appropriate language and procedures employed.
1.2 TAG DISPOSAL
------------
Once a tag has been removed in conformance with the procedures contained
herein, the person removing the tag shall forward the completed tag as
follows:
"RED HOLD TAG" - To the System or Area Dispatcher issuing the
switching and tagging order.
"D" HOLD TAG - To the Regional Service Center of the Region in which
the switching and tagging occurred.
-1-
<PAGE>
"DO NOT RECLOSE TAG" - To the issuing authority. (Dispatcher or
Regional Service Center).
The tags will be kept on file in the receiving office (Dispatcher or
Region) for a period of one year from the date of removal.
1.3 TAG REMOVAL - SPECIAL CASE
--------------------------
Under certain circumstances, such as a sickness, accidents, or inadvertent
acts, the person for whom a switch or apparatus was tagged with a Red Hold
Tag, a "D" Hold Tag, or a Do Not Reclose Tag, may not be available at the
time when the tag should be removed. Should this occur, the authority
which issued the tag should contact a responsible Supervisor who is
knowledgeable of the work operation. This Supervisor may, after careful
review of the circumstances, assume the responsibility of ordering the tag
removed.
This provision is not intended to condone the act of abandoning a tagged
device but provides a means of restoring the apparatus to service should
circumstances demand it.
-2-
<PAGE>
2. SYSTEM UNDER THE DIRECT SUPERVISION OF THE SYSTEM OPERATIONS
DEPARTMENT (System or Area Dispatchers)
2.1 JURISDICTION
------------
That portion of the electric system which is under direct jurisdiction of
the System Operations Department, to which these instructions are intended
to apply, is defined as follows:
.All generating stations.
.All substations and related equipment connected to the transmission
system, as well as, certain substations which are connected to
distribution circuits but which are designated to be under the System
Operations Department's control.
.All transmission lines as follows:
- All 345 KV lines
- All 115 KV lines
- All 69 KV lines
- All 34.5 KV, except 4-wire, grounded neutral lines
- All 22 KV lines
- Certain 11 KV lines which have been assigned transmission section
numbers.
- Certain specific distribution switches which connect generating
equipment to the electric system or which connect distribution
feeders to transmission sections and substations.
All switching operations are under the jurisdiction of the appropriate
System or Area Dispatcher on duty. Transmission, generating station, and
substation switches under the Dispatcher's control shall not be operated,
either opened or closed, without first obtaining an order from the
appropriate Dispatcher.
The System Switching Dispatcher is responsible for the 345 and 115 KV
------
transmission system and all voltage control at these voltage levels system
wide.
The System Loading Dispatcher is responsible for all generation monitoring
------
and control system wide.
The duties for the two System Dispatchers also include monitoring and
------
control of all co-generation and the generation and transmission system for
Bangor Hydro, as well as, all coordination between CMP and the New England
Power Exchange (NEPEX).
-3-
<PAGE>
The Area Dispatchers are responsible for CMP's 34 KV and lower
----
subtransmission system and all voltage control at these voltage levels
system wide, as well as, any distribution circuits and devices on EMS
computer control; under the direction of the appropriate Regional Service
Center personnel.
The Northern Area Switching Dispatcher monitors and controls the
----
subtransmission system for the Northern and Eastern portion of CMP's
service territory, approximately North and East of Lewiston.
The Southern Area Switching Dispatcher monitors and controls the
----
subtransmission System for the Southern and Western portion of CMP's
service territory, approximately South and West of Lewiston.
2.2 JURISDICTION EXCEPTION
----------------------
Where a hazard to human life or property damage of serious consequences is
experienced, switches may be operated to remove the hazard. In all cases,
such operation shall be reported immediately to the appropriate Dispatcher
on duty.
2.3 REQUEST FOR INTERRUPTION
------------------------
When repair work of a routine or similar nature is to be performed, a
request for an application for the apparatus or line in question must be
made to the System Operations Department. The request will be recorded on
Form #3679 and processed in accordance with the established Application
Time Tables. (Refer to Appendix I.A).
In the event of denial of an application, System Operations will discuss
and/or recommend other time periods or other system conditions under which
the application could be favorably considered.
2.4 INFORMATION REQUIRED
--------------------
Information required from the party requesting apparatus or line out-of-
service shall include the following:
1. The name of the person who will be taking the hold or clearance on the
apparatus or line.
2. A definition of the boundaries of the de-energized zone of clearance.
3. The date and time of the start and completion of the job.
4. The apparatus desired and its location.
-4-
<PAGE>
5. The emergency restoration time of the apparatus.
6. Any possible back-feed generation from known sources which are
permanently connected to the Central Main Power Company system.
Unknown sources of possible generation back-feed, originating at
residences, farms or industrial sites, at customer voltage level shall be
considered isolated from the de-energized work zone by the use of loop type
portable grounds installed both side of the work area, in accordance with
accepted safety practices.
2.5 DE-ENERGIZING
-------------
All verbal communications pertaining to switching and tagging between the
Dispatchers and field personnel must be repeated back to avoid
misunderstanding. Where two or more switches are involved in a switching
order, the switches must be operated in the same sequence in which the
order was issued.
The Dispatcher shall prepare a de-energized work zone by ordering switches
opened and ordering "Red Hold Tags" installed. When an order has been
executed, each person receiving an order must report back to the
Dispatcher, stating exactly what was done. Only after receiving
confirmation that all switches are actually opened, controls placed in the
non-automatic position, and all properly tagged, will the Dispatcher inform
the party requesting the apparatus or line that the desired zone is de-
energized and that the tagged switches will be held for that person until
such time as that person reports completion of work and all clear of holds.
Before any work is started, tests shall be conducted to insure the
equipment or line is de-energized. Grounding devices must be installed on
both sides of the work area.
2.6 REPORTING COMPLETION OF WORK
----------------------------
Upon completion of field work, the person for whom a de-energized work zone
is being held shall report to the Dispatcher that:
1. Work is completed.
2. All workers are clear of the apparatus or line.
3. All temporary grounds have been removed.
-5-
<PAGE>
2.7 RE-ENERGIZING
-------------
Only after all parties for whom a de-energized work zone has been held
have reported completion of work, clear of holds, and grounds removed,
shall the Dispatcher order that tags be removed, switches closed and/or
returned to the normal operating mode, and the work zone energized.
2.8 ZONE OF CLEARANCE
-----------------
"Red Hold Tags" shall be installed on control points and/or operating
mechanisms of opened switches which are to be held at the boundary of a
de-energized zone except as stated below.
2.9 GROUND SWITCH TAGGING EXCEPTION
-------------------------------
Where a ground switch is permanently installed and where the ground switch
has been closed, the Dispatcher will order a "Red Hold Tag" be installed
on the closed ground switch.
2.10 RED HOLD TAG RULE
-----------------
UNDER NO CIRCUMSTANCES SHALL SWITCHES BEARING A "RED HOLD TAG" BE OPERATED
--
UNTIL AFTER THE TAG IS ORDERED TO BE REMOVED BY THE DISPATCHER EXCEPT AS
STATED IN THE NEXT SECTION.
Violation of the above "Red Hold Tag" rule can result in the most serious
of consequences to human life and property.
2.11 BLANKET ORDER RED HOLD TAG RULE EXCEPTION
-----------------------------------------
When the Dispatcher has issued a "Blanket Order", the "Red Hold Tag" rule
still applies, however, the person with the Blanket Order has the
authority to remove "the Red Hold tag or tags" by his/her own order and
then proceed with the operation of only those switches under his/her
authority.
2.12 BLANKET ORDERS
--------------
In circumstances where communication is poor or non-existent, or for the
purpose of minimizing duration of interruption of customer service, the
Dispatcher may issue a "Blanket Order". Under this "Blanket Order",
authority over a particular switch or switches shall be delegated to a
field worker, who shall:
1. Open said switch or switches.
2. Place automatic controls in the non-automatic position.
3. Tag switch or switches by his/her own order.
-6-
<PAGE>
4. Perform necessary work.
5. Remove tag or tags by his/her order.
6. Close or return switches and controls to normal.
7. Report completion of the Blanket Order to Dispatcher as soon as
possible, and surrender his/her delegated authority over these
switches.
While a Blanket Order is in progress, the Dispatcher shall not have
authority to countermand any switch operation or tag which is a part of
the Blanket Order.
2.13 CLEARANCE ON A DE-ENERGIZED ZONE
--------------------------------
The Dispatchers shall hold a de-energized work zone and shall grant
clearance to the person, by name, who is actually in charge of the field
work to be performed. Upon completion of work, the clearance on the de-
energized work zone shall be released back to the Dispatcher by the same
person to whom it was granted.
In a generation station which is manned on a rotating shift basis, the
holding of a de-energized zone including a generator may be issued to the
responsible Supervisor (e.g. W. F. Wyman, Shift Supervisor).
2.14 GENERATING STATIONS
-------------------
At a generating station, no work shall be performed on electrical or
mechanical rotating equipment unless the generator is properly isolated
from the Company's electric system and open switches are tagged according
to Dispatcher's orders.
2.15 TRANSFER OF HOLDS AND CLEARANCES
--------------------------------
Tags ordered in place on equipment and held for an individual who has been
granted a clearance by the Dispatcher shall not be transferred in the
field from one worker to another. All requests concerning the holds and
clearances on de-energized work zones shall be communicated to the
Dispatcher by the responsible party in charge of work. In the event it
becomes necessary for the person who asked that "Red Hold" tags be
attached to circuits to leave the work before it is completed, he/she must
inform the Dispatcher having jurisdiction of his/her desire, giving the
name of the person charged with the completion of the work. The Dispatcher
involved will then accept the "clear" report from this person and ask the
person to be charged with completion of the work to stand by until all
tags for the switches involved have been updated to reflect his/her name.
-7-
<PAGE>
2.16 TAGGING OF THE EMS COMPUTER
---------------------------
Whenever a control tag is placed on a device in the Energy Management
System (EMS) computer, the current date, time, device name, device number
and device location are assigned to the tag by the computer. The
appropriate Dispatcher will then indicate for each tag installed in the
EMS computer, the tag type (Red Hold, Do Not Reclose, or Do Not Operate),
a duration class associated with the job (daily, short-term, long-term), a
job number for the work to be accomplished, the name of the person the
device will be held for, the date due back and any applicable comments.
When a switch, circuit or apparatus is being held for one person by either
a Red Hold Tag, Do Not Reclose Tag or a Do Not Operate tag and one or more
other parties working independently desire to have the same held, another
tag will be installed by the Dispatcher on the EMS computer control or
indication point for the device requested and the original tag holder
immediately notified of the second tag.
When either party causes their tag to be removed, the other should be so
notified.
The only tag installed in the field on the actual device requested will be
the one tag originally ordered installed by and for the Dispatcher.
2.17 DISPATCHER'S RECORD
-------------------
The Dispatcher shall keep a complete log of the following including dates,
times and names of all parties involved:
1. Switching Orders issued.
2. Confirmation of completed switching orders.
3. Issuance of a clearance on a de-energized work zone for a specific
individual.
4. The release of clearance on a de-energized work zone by a specific
individual.
5. Hold on a device for a specific individual.
6. Release of a hold on a device by the individual.
7. All events or requests having a direct or indirect effect on System
Operations.
-8-
<PAGE>
2.18 REMOTE SUPERVISORY CONTROL
--------------------------
Where a remote Supervisory Control and Data Acquisition (SCADA) system is
installed to control specific switches, tagging or disabling of the
supervisory equipment shall not be construed to meet the requirements of
---
these instructions. Neither shall the tagging or disabling of protective
relays be construed to meet the requirements. A tag must be attached to
the switch itself after disabling the operating mechanism as directed.
2.19 DISPATCHER'S SHIFT CHANGE
-------------------------
When Dispatchers change shifts, it shall be the responsibility of both
parties to review the record of Dispatcher orders and all tags in effect
at the time of the shift change. The retiring Dispatcher shall assure
himself/herself, before leaving, that the on-coming Dispatcher is
completely familiar with all uncompleted switching orders.
2.20 SYSTEM INTERCONNECTION
----------------------
Where an application involves a line or apparatus connecting Central Maine
Power Company to an adjacent electric system, the System Dispatcher shall
act as intermediary in coordinating the work with the system operator of
the adjacent power company, and in obtaining the necessary switching and
tagging order to be performed by the neighboring System Operator.
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<PAGE>
3. SYSTEM NOT UNDER DIRECT SUPERVISION OF THE SYSTEM OPERATIONS
DEPARTMENT (SYSTEM OR AREA DISPATCHERS).
3.1 RESPONSIBILITY
--------------
A Duty Supervisor shall be designated to be in charge of distribution
lines. Appropriate Station Operators and Communication Centers shall be
informed as to who the Duty Supervisor is.
3.2 EMERGENCY CALLS
---------------
Calls from police or fire department personnel to have an area de-energized
must be acted on at once. Emergency calls from other outside sources
involving danger to life or property are to be acted upon according to the
seriousness of the emergency, and in accordance with General Instruction
#104.2 of the CMP Safety Instructions.
3.3 NOTIFICATION
------------
When Distribution circuits have been de-energized according to the
preceding paragraph, the person causing a circuit to be de-energized is
then to immediately notify the designated Duty Supervisor and report to the
Supervisor what has been done and for what reason. Distribution lines that
have been de-energized shall be energized again only on direct orders from
the designated Duty Supervisor. In cases of emergency where switches have
been opened, a "D" Hold Tag shall be installed on the device or apparatus
opened for the Duty Supervisor and he/she so notified at once.
3.4 TAGGING DISTRIBUTION CIRCUITS
-----------------------------
"D" Hold Tags properly filled out must be placed at all points where
circuits have been opened and de-energized and in no circumstances shall
these tags be removed or circuits re-energized until so ordered by the
person holding the circuit. For detailed instructions regarding the use
and application of "D" Hold Tags, see Sections 7 and 8 of this manual, on
pages 20 and 21, respectively.
3.5 TAGS NOT TRANSFERABLE
---------------------
"D" Hold Tags are not transferable. In the event that the person in charge
of the work has to leave before the work is completed, that person will
cause his "D" Hold Tag to be removed, and the person designated to complete
the work will cause a "D" Hold Tag to be installed.
-10-
<PAGE>
3.6 DOUBLE TAGGING - "D" HOLD TAG
-----------------------------
When a switch, circuit or apparatus is being held for one person by a "D"
Hold Tag and a second party working independently desires to have the same
held, a second tag should be placed on the apparatus and the original tag
holder immediately notified of the second tag.
When either party causes their tag to be removed, the other should be so
notified.
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<PAGE>
4. PERSONNEL WORKING ON OR IN CLOSE PROXIMITY OF LIVE AERIAL OR UNDERGROUND
CIRCUITS
4.1 RESPONSIBILITY
--------------
One person shall be designated as in charge of any crew about to work on or
in close proximity to energized aerial or underground circuits.
4.2 LINES UNDER DISPATCHER JURISDICTION
-----------------------------------
When work is to be done on or near energized aerial or underground circuits
under the supervision of the System Operations Department, it will be the
duty of the person in charge to call the Dispatcher and inform him/her of
the location of the proposed work, the nature of the work, and the number
of the nearest radio or telephone. The person in charge of the work shall
then stand by for further instructions.
4.3 DO NOT RECLOSE PROTECTION ON LINES UNDER DISPATCHER JURISDICTION
----------------------------------------------------------------
No worker shall be permitted to work near any energized circuits until all
switches electrically actuated and capable of re-energizing the circuit
shall have been placed in the Do Not Reclose position and tagged with a "Do
Not Reclose" tag. In addition, where applicable, "Red Hold Tags" will be
installed on the reclosing relay cutoff switch (79-CO) after placing it in
the OFF position.
The Dispatcher or designated person shall grant Do Not Reclose protection
to the person, by name, who is actually in charge of the field work. Upon
completion of the work, the Do Not Reclose protection shall be released
back to the Dispatcher or designated person by the same person to whom it
was granted.
"Do Not Reclose" tags are not required on customer owned generator tie
switches since those switches have no automatic reclosing capability.
When work is to be accomplished on circuits containing manned generation,
the Station Operator shall be advised that line work is taking place. (See
Field Operating Procedure 513).
For detailed instructions regarding the application of "Do Not Reclose"
tags, see Section 9 of this manual, pages 22 and 23.
-12-
<PAGE>
4.4 LINES NOT UNDER DISPATCHER'S JURISDICTION
-----------------------------------------
When work is to be done on or near live aerial or underground circuits not
under the supervision of the Dispatcher, the person in charge of the work
shall place controls on non-automatic and attach "Do Not Reclose" tags to
all appropriate switches.
In the case of manned stations, the person in charge of the work shall call
the proper station or substation operators, stating the location of the
proposed work, the nature of the work, and the number of the nearest radio
or telephone. He/she shall then cause the station or substation operators
to place controls on non-automatic and attach "Do Note Reclose" tags to all
appropriate switches. He/she shall stand by while these tags are being
attached.
When work is to be done on or near energized aerial circuits not under the
supervision of the System Operations Department, but which are under
Dispatcher control through a remote Supervisory Control and Data
Acquisition (SCADA) system, it will be the duty of the person in charge to
call the Dispatcher and inform him/her of the station or substation
name(s), the circuit/device number(s) involved, and the number of the
nearest radio or telephone. The person in charge shall then cause the
Dispatcher to attach "Do Not Reclose" tags to all appropriate SCADA control
points.
4.5 NOTIFICATION OF TAGGING
-----------------------
When the "Do Not Reclose" tags have been attached to all appropriate
circuits, switches or apparatus, the dispatcher, station or substation
operators involved shall notify the person in charge of the work, repeating
back to that person the switches or controlling apparatus which have been
tagged.
4.6 REMOVAL OF TAGS
---------------
When work has been completed and workers are clear, the person in charge of
the work shall, if the circuits worked on or near are under the
jurisdiction of the Dispatchers, report clear to the Dispatcher, who in
turn will cause the "Do Not Reclose" tags involved to be removed and
switches/devices returned to their normal operating state.
If the above circuits were not under the jurisdiction of the Dispatcher,
then the person in charge of the work shall remove the "Do Not Reclose"
tags involved and return the switches/devices to their normal operating
state.
-13-
<PAGE>
In the case of manned stations, or stations not under the supervision of
the System Operations Department, but under Dispatcher control through a
remote SCADA system, the person in charge of the work shall report clear to
the proper dispatcher, station or substation operators and cause them to
remove the "Do Not Reclose" tags involved and return the switches/devices
to their normal operating state.
4.7 TRANSFER OF "DO NOT RECLOSE" PROTECTION
---------------------------------------
In every case the person asking to have "Do Not Reclose" tags attached to
circuit switches, and the one reporting clear, shall be one and the same
person. "Do Not Reclose" tags shall not be transferred from one worker to
another in the field. In the event it becomes necessary for the person who
asked that "Do Not Reclose" tags be attached to circuits to leave the work
before it is completed, he/she must inform the Dispatcher, Station or
Substation Operator having jurisdiction of his/her desire, giving the name
of the person charged with the completion of the work. The Dispatcher,
Station or Substation Operator involved will then accept the "clear" report
from this person and ask the person to be charged with completion of the
work to stand by until all tags for the switches involved have been updated
to reflect his/her name.
4.8 VERBAL COMMUNICATION
--------------------
All verbal conversation between the person in charge of the work on the one
hand, and Dispatchers, Station or Substation Operators on the other hand,
shall be repeated back to avoid any misunderstanding.
4.9 CHANGING SHIFTS
---------------
Dispatchers, Station or Substation Operators changing shifts must both go
over the order record and "Do Not Reclose" tags together so that the
oncoming Dispatcher, Station or Substation Operator will be familiar with
the existing situation.
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<PAGE>
5. GENERAL INSTRUCTIONS COVERING THE USE OF THE "DO NOT OPERATE" TAG.
5.1 DO NOT OPERATE TAG RULE
-----------------------
UNDER NO CIRCUMSTANCES SHALL ANY BREAKER, SWITCH, VALVE, GATE OR APPARATUS
BEARING A "DO NOT OPERATE TAG" BE OPERATED UNTIL AFTER THE TAG IS REMOVED
BY THE PERSON FOR WHOM THE EQUIPMENT WAS TAGGED.
Violation of the Do Not Operate Tag rule can result in the most serious of
consequences to human life and property.
5.2 TAG REMOVAL - SPECIAL CASES
---------------------------
Under certain circumstances, such as sickness, accident or inadvertent
acts, the person for whom a switch, valve, gate or apparatus was tagged
with a Do Not Operate Tag may not be available at the time when the tag
should be removed. Should this occur, a responsible supervisor who is
knowledgeable of the work operations may, after care-ful review of
circumstances, assume the responsibility of ordering the tag removed.
5.3 DOUBLE TAGGING
--------------
When a switch, valve, gate or apparatus is being held for one person by a
Do Not Operate Tag and a second party working independently desires to have
the same held, a second tag should be placed on the apparatus and the
original tag holder immediately notified of the second tag.
When either party causes their tag to be removed, the other should be so
notified.
5.4 TAG DISPOSAL
------------
Once a tag has been removed in conformance with the procedures contained
herein, the person for whom the equipment was tagged shall return the tag
to his/her Department Supervisor.
5.5 UNMANNED GENERATING/SUBSTATIONS
-------------------------------
The tagging of electrical or mechanical equipment shall be the
responsibility of the maintenance personnel involved, to insure worker
safety. The same holds true for tag removal. All tag intallation and tag
removal shall be entered in the Station Log Book.
-15-
<PAGE>
5.6 MANNED AND REMOTE CONTROLLED GENERATING/SUBSTATIONS
---------------------------------------------------
When electric or mechanical equipment are tagged by the maintenance
personnel, he/she shall notify the person in charge of the job of the
tagging, in turn the person in charge shall notify the operator and/or the
appropriate Dispatcher. The same holds true for tag removal. The operator
shall record in the Station Log Book all tag installations and removals.
5.7 CHANGING SHIFTS
---------------
Dispatchers, Stations or Substation Operators changing shifts must both go
over the order record and "Do Not Operate" tags together so that the
oncoming Dispatcher, Station or Substation Operator will be familiar with
the existing situation.
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<PAGE>
6. DETAILED INSTRUCTIONS COVERING APPLICATION OF "RED HOLD TAGS" WHEN USED ON
THAT PORTION OF THE SYSTEM UNDER DIRECT SUPERVISION OF SYSTEM OPERATIONS
DEPARTMENT.
UNDER NO CIRCUMSTANCES SHALL SWITCHES BEARING A "RED HOLD TAG" BE OPERATED
--
UNTIL AFTER THE TAG IS ORDERED TO BE REMOVED BY THE DISPATCHER OR OTHER
ISSUING AUTHORITY.
These instructions refer to the "Red Hold Tag", Form #3340-A.
STATION - On the front of the tag, in the space provided, enter the name of
the station or substation involved as shown on the Central Maine Power
Company System Diagrams.
SWITCH NUMBER - Enter in the space provided the number of the switch to be
tagged as shown on the Central Maine Power Company System Disgrams.
SECTION NUMBER - Enter in the space provided the number of the section
containing the switch to be tagged as shown on the Central Maine Power
Company System Diagrams. Enter the identification of equipment if the tag
is being used to hold equipment out for repairs.
TAGGED BY - Enter in the space provided the name of the person attaching
the tag to the apparatus.
TAGGED FOR - Enter in the space provided the one name that applies from the
following:
(A) The name of the person who will clear from the circuit or apparatus
when work is completed.
(B) If the switch is ordered tagged for "Dispatcher", then the work
"Dispatcher" will be entered in the space provided.
(C) If a switch is ordered tagged by a person acting under a "Blanket
Order" to do his/her own switching, then the name of the person in
charge of the work shall be entered in the space provided.
ORDER OF - Except as noted in the following paragraph, enter in the space
provided the name of the Dispatcher issuing the order with the appropriate
identification (System or Area).
In cases where a person is doing switching under a "Blanket Order", the
person in charge of the work shall place or cause to be placed his/her own
name in the space provided.
DATE - Enter in the space provided the month, day and year the tag was
attached to a given switch.
-17-
<PAGE>
TIME - Enter in the space provided the time of day or night the tag was
attached to a given switch and indicate AM or PM.
TAG REMOVED BY - Enter in the space provided the name of the person
actually removing the "Red Hold Tag" from a given switch.
DATE - Enter in the space provided the month, day and year the tag was
removed from a given switch.
TIME - Enter in the space provided the time of day or night the tag was
removed from a given switch and indicate AM or PM.
ORDER OF - Except as noted in the following paragraph, enter in the space
provided the name of the Dispatcher with appropriate identification (System
or Area) from whom the order to remove the tag was received.
In cases where a person is doing switching under a "Blanket Order", the
person in charge of the work shall place or cause to be placed his/her own
name in the space provided.
POSITION OF SWITCH - Enter in the space provided the position in which the
switch was left after the "Red Hold Tag" was removed, that is, whether the
switch is open or closed.
NATURE OF WORK - Enter in the space provided a brief summary of the nature
and location of work performed.
DATE RECEIVED - Enter in the space provided the month, day and year the tag
was received at the issuing authority's office.
CHECKED BY - Enter in the space provided the name of the Dispatcher or
other issuing authority actually checking the data contained on the "Red
Hold Tag" against the notations in his/her log in connection with this
switching operation.
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<PAGE>
7. DETAILED INSTRUCTIONS COVERING APPLICATION OF "D" HOLD TAGS WHEN TAGGING
AND HOLDING A CIRCUIT OR APPARATUS FOR YOURSELF.
--------
UNDER NO CIRCUMSTANCES SHALL SWITCHES BEARING A "D HOLD TAG" BE OPERATED
--
UNTIL AFTER THE TAG IS REMOVED BY THE PERSON WHO IS HOLDING THE CIRCUIT OR
APPARATUS.
These instructions refer to the "D Hold Tag", Form #3340-B.
When using the "D" Hold Tag to hold a circuit or apparatus for yourself,
the following shall apply:
CIRCUIT/SWITCH NUMBER - Omit this portion when tagging for yourself.
TAGGED BY - Omit this portion when tagging for yourself.
TAGGED FOR - Enter in the space provided the name of the person who will
hold the circuit or apparatus.
DATE - Enter in the space provided the month, day and year the tag was
attached to the circuit or apparatus.
TIME - Omit this portion when tagging for yourself.
RADIO NUMBER - Enter in the space provided the radio number of the vehicle
of the person holding the circuit or apparatus.
TAG REMOVED BY - Omit this portion when tagging for yourself.
DATE - Omit this portion when tagging for yourself.
TIME - Omit this portion when tagging for yourself.
ORDER OF - Omit this portion when tagging for yourself.
"NOTE" - This "D" Hold Tag may be re-used on other circuits or apparatus,
during the date on the tag only, providing the circuit or apparatus is
-------------------------------
being held for yourself. A new "D" Hold Tag shall be made for each new
calendar date.
-19-
<PAGE>
8. DETAILED INSTRUCTIONS COVERING APPLICATION OF "D" HOLD TAGS WHEN TAGGING
FOR OTHERS.
------
UNDER NO CIRCUMSTANCES SHALL SWITCHES BEARING A "D HOLD TAG" BE OPERATED
--
UNTIL AFTER THE TAG IS ORDERED TO BE REMOVED BY THE PERSON WHO IS HOLDING
THE CIRCUIT OR APPARATUS.
These instructions refer to the "D Hold Tag", Form #3340-B.
When using the "D" Hold Tag to hold a circuit or apparatus that has been
opened by orders of others, the following shall apply:
CIRCUIT/SWITCH NUMBER - Enter in the space provided the number of the
circuit and/or switch that has been opened.
TAGGED BY - Enter in the space provided the name of the person attaching
the tag to the circuit or apparatus.
TAGGED FOR - Enter in the space provided the name of the person who will
hold the circuit or apparatus.
DATE - Enter in the space provided the month, day and year the tag is
attached to the circuit or apparatus.
TIME - Enter in the space provided the time of day or night the tag was
attached to the circuit or apparatus and indicate AM or PM.
RADIO NUMBER - Omit this portion when tagging by orders of others.
TAG REMOVED BY - Enter in the space provided the name of the person
removing the tag from the circuit or apparatus.
DATE - Enter in the space provided the month, day and year the tag was
removed from the circuit or apparatus.
TIME - Enter in the space provided the time of day or night the tag was
removed from the circuit or apparatus and indicate AM or PM.
ORDER OF - Enter in the space provided the name of the person from whom the
order was received to remove the tag from the circuit or apparatus.
"NOTE" - This "D" Hold tag shall not be re-used on other circuits or
apparatus when tagging by orders of others.
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<PAGE>
9. DETAILED INSTRUCTIONS COVERING USE OF "DO NOT RECLOSE" TAG.
These instructions refer to the "Do Not Reclose" tag, Form #3335.
STATION - On the front of the tag, in the space provided, enter the name of
the station or substation involved as shown on the Central Maine Power
Company System Diagrams.
SWITCH NUMBER - Enter in the space provided the number of the switch to be
tagged as shown on the Central Maine Power Company System Diagrams or
circuit maps.
TAGGED BY - Enter in the space provided the name of the person actually
attaching the tag to a given switch.
TAGGED FOR - Enter in the space provided the one name that applies from the
following:
(A) The name of the person who will clear from the circuit or apparatus
when work is completed.
(B) If the switch is ordered tagged for "Dispatcher", then the work
"Dispatcher" will be entered in the space provided.
ORDER OF - Except as noted in the following paragraph, enter in the space
provided the name of the Dispatcher or other issuing authority from whom
the order to install the tag was received.
In cases such as circuits not under the Dispatcher's supervision, the
person in charge of the work shall always order the tag on and, therefore,
the same name will appear in the spaces provided for "Tagged For" and
"Order Of".
DATE - Enter in the space provided the day, month, and year the tag was
attached to a given switch.
TIME - Enter in the space provided the time of day or night the tag was
attached to a given switch and indicate AM or PM.
TAG REMOVED BY - Enter in the space provided the name of the person
actually removing the tag from a given switch.
ORDER OF - Except as noted in the following paragraph, enter in the space
provided the name of the Dispatcher or other issuing authority from whom
the order to remove the tag as received.
In cases such as circuits not under the supervision of the Dispatcher, the
person in charge of the work shall always
-21-
<PAGE>
order the tag removed and, therefore, the same name will appear in the
spaces provided "Tagged For" and "Order Of".
DATE - Enter in the space provided the day, month and year the tag was
removed from a given switch.
TIME - Enter in the space provided the time of day or night the tag was
removed from a given switch and indicate AM or PM.
CREW AT - Enter in the space provided the exact location of where the crew
is at work.
TELEPHONE/RADIO NUMBER - Enter in the space provided the number of the
telephone nearest the point where crew is at work or their radio number.
This number is to be obtained from the person asking for switches to be
tagged.
DATE RECEIVED - Enter in the space provided the month, day and year the tag
was received at the issuing authority's office.
CHECKED BY - Enter in the space provided the name of the Dispatcher or
other issuing authority actually checking the data contained on the "Do Not
Reclose Tag" against the notations in his/her log in connection with this
switching operation.
-22-
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10. DETAILED INSTRUCTIONS COVERING THE USE OF THE "DO NOT OPERATE" TAG
UNDER NO CIRCUMSTANCES SHALL ANY BREAKER, SWITCH, VALVE, GATE OR APPARATUS
--
BEARING A "DO NOT OPERATE TAG" BE OPERATED UNTIL AFTER THE TAG IS REMOVED
BY THE PERSON FOR WHOM THE EQUIPMENT WAS TAGGED.
These instructions refer to the "Do Not Operate Tag", Form #3346.
STATION - On the front of the tag, in the space provided, enter the name of
the station or substation involved as shown on the Central Maine Power
Company System Diagrams.
EQUIPMENT/DEVICE - Enter in the space provided the equipment or device to
be tagged.
TAGGED BY - Enter in the space provided the name of the person attaching
the tag. NOTE: In most cases, this will be the same person for whom the
apparatus will be tagged for.
OPEN/CLOSED - Check appropriate position in which the switch, valve, gate
or apparatus will be tagged.
AT - Enter in the space provided the time of day or night the tag was
attached to a given piece of equipment and indicate AM or PM.
ON - Enter in the space provided the month, day and year the tag was
attached to a given piece of equipment.
TAGGED FOR - Enter in the space provided the name of the person who is
holding the given piece of equipment. NOTE: In most cases, this will be
the same person who has installed the tag.
REASON - Enter in the space provided a brief, but precise reason why the
tag has been installed.
REMOVED BY - Enter in the space provided the name of the person actually
removing the tag.
AT - Enter in the space provided the time of day or night the tag was
removed from a given piece of equipment and indicate AM or PM.
ON - Enter in the space provided the month, day and year the tag was
removed from a given piece of equipment.
-23-
<PAGE>
APPENDIX I.A.
APPLICATION CRITERIA
NEPEX CRITICAL FACILITIES
-------------------------
All 345 KV and 115 KV Facilities Except As Listed in Appendix I.B. of the
Switching & Tagging Procedures Manual
MAINTENANCE APPLICATION SYSTEM OPERATIONS
WORK BEGINS DEADLINE DECISION NOTIFICATION
- ---------------------------------------------------------------------
Day of Week Time Day Time Day
----------- ---- --- ---- ---
Friday 1200 Wednesday 1400 Thursday
Saturday, Sunday 1200 Wednesday 1400 Thursday
Monday 1200 Thursday 1400 Friday
Tuesday 1200 Friday 1400 Monday
Wednesday 1200 Monday 1400 Tuesday
Thursday 1200 Tuesday 1400 Wednesday
NEPEX APPENDIX A FACILITIES
---------------------------
SHORT TERM GENERATOR APPLICATIONS
---------------------------------
115 KV RADIAL AND ALL 34 KV AND BELOW FACILITIES
------------------------------------------------
MAINTENANCE APPLICATION SYSTEM OPERATIONS
WORK BEGINS DEADLINE DECISION NOTIFICATION
- ---------------------------------------------------------------------
Day of Week Time Day Time Day
----------- ---- --- ---- ---
Friday 1200 Thursday 1400 Thursday
Saturday, Sunday 1200 Thursday 1400 Thursday
Monday 1200 Friday 1400 Friday
Tuesday 1200 Monday 1400 Monday
Wednesday 1200 Tuesday 1400 Tuesday
Thursday 1200 Wednesday 1400 Wednesday
NOTE: NO APPLICATIONS WILL BE TAKEN BETWEEN
--
1200 ON FRIDAY AND 0700 MONDAY.
-24-
<PAGE>
APPENDIX I.B.
NEPEX
APPENDIX A FACILITIES
NEPEX OPERATING PROCEDURES NO. 3
NEPEX delegates 115 KV facilities.
1. All 115 KV breakers and disconnect switches that do not interrupt a
transmission path.
2. All 115 KV relays, reclosing, and associated equipment, excluding special
protection systems, and 115 KV relays on inter-satellite facilities.
3. All 115 KV radial lines as listed below:
MAINE SATELLITE RADIAL LINES
----------------------------
BANGOR HYDRO ELECTRIC COMPANY
64 Graham - Chester
66 Graham - Rebel Hell - Harrington - Washington
67 Rebel Hill - Ellsworth
247 Orrington - IMC Chemical
248 Orrington - Graham
249 Orrington - Graham
CENTRAL MAINE POWER COMPANY
61A Hotel Road
63A Williams
63B Madison Paper
66A Gorbell
67A Rice Rips 115 S/S
69A Bath
81A Topsham
83B Lakewood
83C Scott Hinkley
85 Detroit - Dexter - Guilford
86A Belfast
86B Meadow Road
89A Jay
163A Pratt & Whitney
167A Prides Corner
200A AEI Livermore
206 & 206A Highland - Park St. - Dragon Cement
214 Kimball Road - Harrison - Saco Valley
215 Wyman Hydro - Bigelow
215A Stratton Energy
218 Boise Cascade
250B Branch Brook
250C Biddeford Industrial Park
-25-
<PAGE>
APPENDIX II.A
[Figure of Solid Red Tag]
-26-
<PAGE>
APPENDIX II.B
[Figure of Solid Yellow Tag]
-27-
<PAGE>
APPENDIX II.C
[Figure of Solid White Tag]
-28-
<PAGE>
APPENDIX II.D
[Figure of Solid White Tag]
-29-
<PAGE>
APPENDIX III.A.
SWITCH LETTER DEFINITIONS
-------------------------
The following designations are being provided to help clarify the
description and jurisdiction of switches or switching devices where these
letters appear on switch numbering escutcheon plates or switch number holders:
A - When used in conjunction with a bypass switch indicates bypass switch
is under control of System Operations.
B - When used in conjunction with a bypass switch indicates bypass switch
is under control of local Line Department.
BS - Bus device under control of System Operations.
C - Capacitive Reactance.
D - Circuit or device under control of local Line Department.
E - Indicates breaker disconnect switch under control of System
Operations.
F - Fuse, fused disconnect, or fused cutout under control of System
Operations.
G - Indicates ground switches or generator switches under control of
System Operations.
H - Indicates transformer high side switch.
K - Circuit or device under control of System Operations.
L - Indicates transformer low side switch.
MS - Mobile Unit Switch.
N - Primary network circuit or device under control of System Operations.
O - Indicates switch under control of System Operations.
R - Inductive Reactance.
T - Transformer switch under control of System Operations.
VT - Voltage Transformer Switch.
-30-
<PAGE>
APPENDIX III.B.
HOLD
A HOLD is given on a Red Hold Tagged device that is in the open position
and cannot be operated to the closed position. A device that is held can still
-----
be energized on one side. For example, one side of a breaker bypass switch can
- ------------------------
still be energized when it is tagged with a Red Hold Tag.
NOTE: The only switch that is tagged with a Red Hold Tag in the closed
---- -------------
position is a ground switch.
-------- -------------
CLEARANCE
Clearance is given on a completely de-energized line, section of line or
-----------------------
device. This equipment is physically isolated from the CMP electrical system
and all dispatcher controlled devices connecting it to the CMP electrical system
are open and hold tags installed.
DNR PROTECTION
Do Not Reclose Protection is given prior to work commencing on or in close
proximity of energized line sections or equipment. All electrically operated
---------
devices will be put in the Do Not Reclose position and tags installed so that
the operation of such devices is restricted to the opening function and the
closing function blocked.
-31-
<PAGE>
APPENDIX IV.A.
CLEARANCE OF A BREAKER
----------------------
For CLEARANCE on a circuit breaker for maintenance where operation of the
---------
breaker is required for testing, the following procedure will apply:
.The breaker will be opened and if applicable, the SCADA control
points tagged.
.The breaker will be put on local control and the breaker control
points tagged by and for the person in charge with "Do Not Operate
Tags".
.Where applicable, the reclosing relay cutoff switch (79-CO) will be
placed to the OFF position and a Red Hold Tag installed.
.The breaker will be checked open, and the breaker disconnects will be
opened and Red Hold Tags installed.
The Dispatcher will hold the disconnects on both sides of the breaker for
the person in charge of the breaker maintenance. The Dispatcher will give
clearance to the person in charge to work on the breaker, protect him/herself on
the breaker and its control points, and call when work is completed.
"Protecting him/herself on the breaker and control points" will be done by the
person in charge by installing Do Not Operate Tags on the breaker control
-------------------
points.
-32-
<PAGE>
APPENDIX IV.B.
HOLD ON A BREAKER
-----------------
For a HOLD on a circuit breaker for maintenance where operation of the
----
breaker is not desired, the following procedure will apply:
---
.The breaker will be opened and if applicable, the SCADA control
points tagged.
.The breaker will be put on local control.
.The breaker control points will be tagged by with Red Hold Tags.
.Where applicable, the reclosing relay cutoff switch (79-CO) will be
placed to the OFF position and a Red Hold Tag installed.
.The breaker will be checked open, and the breaker disconnects will be
opened and Red Hold Tags installed.
The Dispatcher will hold the breaker control points and the disconnects on
both sides of the breaker for the person in charge. The person in charge will
then be told to protect him/herself and call when work is completed.
-33-
<PAGE>
APPENDIX IV.C.
1 OF 2
CLEARANCE ON A LINE SECTION
---------------------------
For CLEARANCE on a line section or a segment of a line section, a zone of
---------
clearance will be provided by physically isolating the section from the CMP
electrical system. All Dispatcher controlled switches and devices used in
providing the de-energized work zone will be opened and Red Hold Tags installed.
The following procedure will be followed as applicable:
.The breaker will be opened and if applicable, the SCADA control
points tagged.
.The breaker will be put on local control.
.The breaker control points will be tagged with Red Hold Tags.
.Where applicable, the reclosing relay cutoff switch (79-CO) will be
placed to the OFF position and a Red Hold Tag installed.
.The breaker will be checked open, and the breaker disconnects will be
opened and Red Hold Tags installed.
.The breaker bypass switches will be checked open and Red Hold Tags
installed.
.Line switches will be opened, locked and Red Hold Tags installed.
.When provided, permanently installed ground switches will be closed,
locked and Red Hold Tags installed.
The Dispatcher will hold the applicable breaker disconnect switches, bypass
switches, line switches and any permanently installed ground switches for the
person in charge of the line work.
-34-
<PAGE>
APPENDIX IV.C. (CON'D)
2 OF 2
The Dispatcher will give clearance to the person in charge of the line work
---------
and advise the person with clearance to protect him/herself and call when work
is completed. NOTE: Line breakers are not included in the zone of protection
for line section clearance.
-35-
<PAGE>
APPENDIX IV.D.
CLEARANCE ON A GENERATOR AND A HOLD ON THE GENERATOR BREAKER
------------------------------------------------------------
For CLEARANCE on a generator and a HOLD on the generator breaker where
operation of the breaker is not desired, the following procedure will apply:
---
.The generator breaker will be checked open and all control points
---
tagged.
.Where applicable put generator on local control.
.Open generator breaker disconnects and tag with Red Hold Tags.
.Where applicable, rack the generator breaker to the inoperative
position and tag the racking mechanism with a Red Hold Tag.
The Dispatcher will hold the generator breaker and its disconnects or
racking mechanism for the person in charge of the maintenance. In addition, the
Dispatcher will give the person in charge clearance to work on the generator.
The Dispatcher will advise the person with clearance to protect him/herself on
the generator control points and call when work is completed. "Protecting
him/herself on the generator control points" will be done by the person with
clearance installing Do Not Operate Tags on the generator control points that
------------------- ----
are not already tagged with Red Hold Tags.
- -----------------------------------------
-36-
<PAGE>
APPENDIX IV.E.
CLEARANCE ON A GENERATOR AND GENERATOR BREAKER
----------------------------------------------
For CLEARANCE on a generator and generator breaker where operation of the
breaker is required for testing, the following procedure will apply:
.The generator breaker will be checked open and where applicable SCADA
control points tagged.
.Where applicable, put generator on local control.
.Open generator breaker disconnects and tag with Red Hold Tags.
.Where applicable, rack the generator breaker to the inoperative
position and tag the racking mechanism with a Red Hold Tag.
The Dispatcher will hold the generator breaker disconnects or racking
mechanism for the person in charge of the maintenance. Dispatcher will give
clearance to the person in charge to work on the generator and generator
breaker. The Dispatcher will advise the person with clearance to protect
him/herself on the generator breaker and its control points and call when work
is completed. "Protecting him/herself on the generator and breaker control
points" will be done by the person with clearance installing Do Not Operate Tags
-------------------
on the generator control points.
-37-
<PAGE>
APPENDIX IV.F.
DO NOT RECLOSE PROTECTION
-------------------------
For Do Not Reclose Protection, the following procedure will apply:
.The reclosing relay cutoff switch (79-CO) will be placed in the OFF
position and a Red Hold Tag installed.
.The breaker control handle will be tagged with a Yellow Do Not
Reclose Tag.
.All control points (SCADA) will be tagged "Do Not Reclose".
NOTE: Normally open line switches (non-automatic) are not required to be
checked open or tagged when establishing a Do Not Reclose work zone.
NOTE: Normally open circuit breakers will be checked open and all control
points tagged with Red Hold Tags when establishing a Do Not Reclose
work zone.
NOTE: Whenever a circuit breaker in a breaker-and-a-half scheme is taken
------------------
out-of-service for breaker maintenance, the reclosing relay cutoff
switch (79-CO) will be placed in the OFF position and a Red Hold Tag
installed.
NOTE: "Do Not Reclose" Tags are not required on customer owned generation
since the tie switches have no automatic reclosing capability.
-38-
<PAGE>
EXHIBIT 99.(I)
SCHEDULE I
SAFETY INSTRUCTIONS
CONTENTS
INSTRUCTION SECTION PAGE
----------- ------- ----
A
- -
Accident, Procedure in Case of 180 General 32
Accident Reports 103 General 2
Aerial Basket Equipment, General 1126 General 34
Aerial Basket Travel Procedure 1129 General 35
Aerial Lift and Derrick Trucks, 222 Trans. & 14
Grounding of Dist.
Approaching Unfamiliar Apparatus 141 General 18
Asbestos/Lead Handling and Removal 110 General 5
Automotive Equipment, Operator 1145 General 38
Responsibility
Automotive, Inspection & 1146 General 38
Maintenance
B
- -
Barricades 701 Fossil 1
Barriers 740 Fossil 5
Barriers & Barricades 502 Hydro 1
Barriers & Barricades 604 Substations 3
Basket, Before Raising the 1131 General 35
Battery Room 157 General 22
C
- -
Cables, De-Energizing & 309 Underground
Identifying
in Manholes
Cable Work Definitions 301 Underground
Capacitors 217 Trans. & 11
Dist.
Capacitors 545 Hydro 6
Capacitors 611 Substations 7
Capacitors 746 Fossil 7
Care & Foresight 142 General 19
Chain Saws 167 General 28
Chance Taking 107 General 5
Chemical Cleaning of Boilers 751 Fossil 9
Chlorine Systems 703 Fossil 2
Circuits, Grounded Neutral 213 Trans. & 10
Dist.
-1-
<PAGE>
INSTRUCTION SECTION PAGE
----------- ------- ----
Circuits, Street Lighting 214 Trans. & 10
Dist.
Climbing Equipment, Inspection of 147 General 20
Clothing, Footwear & Metal 124 General 12
Articles
Clothing, Footwear & Metal 209 Trans. & 8
Articles Dist.
Clothing, Footwear & Metal 402 Meter
Articles
Clothing, Footwear & Metal 542 Hydro 4
Articles
Clothing, Footwear & Metal 602 Substations 1
Articles
Clothing, Footwear & Metal 742 Fossil 5
Articles
Communication Facilities 169 General 29
Compensators, Starting 549 Hydro 8
Compressed Air, Use of 160 General 25
Compressed Gas Cylinders, 608 Substations 5
Transportation of
Confined/Enclosed Space Entry 112 General 6
Connections, Emergency 219 Trans. & 11
Dist.
Contractors 231 Trans. & 16
Dist.
Crossarms, Placing 2400V/4160V 218 Trans. & 11
Wires on Dist.
Current Transformer Secondaries 553 Hydro 9
Current Transformer Secondaries 612 Substations 7
D
- -
Dams, Working On or Near 504 Hydro 2
Dangerous Conditions, Reports of 104 General 3
Deploying Oil Boom 723 Fossil 3
Derricks, Use of 1133 General 37
Discharge of Fuel Cargo 720 Fossil 3
Diving, Underwater 115 General 6
Doble Testing 547 Hydro 7
Doble Testing 609 Substations 5
Doble Testing 748 Fossil 8
Dog Bite Victims, Procedure for 109 General 5
-2-
<PAGE>
INSTRUCTION SECTION PAGE
----------- ------- ----
E
- -
Electrical Apparatus, Cleaning of 552 Hydro 9
Electrical Apparatus, Cleaning of 750 Fossil 9
Elevators 163 General 27
Trans.
Energized Circuits, Qualification 211 Dist. 9
of Employees Working On or Near
Equipment & Working Place, 140 General 17
Inspection & Maintenance of
Equipment, Precautions While 610 Substations 6
Maintaining
Evidence, Retaining 181 General 32
Exits 113 General 6
Extinguishers, Fire 123 General 10
Extinguishing Equipment, Fire 182 General 32
Eye Protection 127 General 13
F
- -
Flames, Use of Open 405 Meter
Fossil Generating Sta, Entry Into 700 Fossil 1
Fossil Generating Sta, Min. Wrkng. 745 Fossil 6
Clearance
Furnaces & Torches, Use of 158 General 23
Fuses, Circuit Breakers & 550 Hydro 8
Commutator Brushes
Fuses, Circuit Breakers & 749 Fossil 9
Commutator Brushes
G
- -
Gas, Industrial Bottled 159 General 23
Gauge Glasses 503 Hydro 2
General Precautions 201 Trans. & 1
Dist.
Good Housekeeping 183 General 33
Grounding, Protective 546 Hydro 6
Grounding, Protective 605 Substations 4
Grounding, Protective 747 Fossil 7
Grounding Transmission & 220 Trans. & 11
Distribution Dist.
H
- -
Hand Protection 129 General 14
Hand Tools 166 General 28
-3-
<PAGE>
INSTRUCTION SECTION PAGE
----------- ------- ----
Handling Material 307 Underground
Hazard Communication Program 111 General 6
Hazardous Energy Control - 114 General 6
Lockout/Tagout
Hazardous Energy Control - 233 Trans. & 17
Lockout/Tagout Dist.
Hazardous Energy Control - 311 Underground
Lockout/Tagout
Hazardous Energy Control - 554 Hydro 10
Lockout/Tagout
Hazardous Energy Control - 613 Substations 7
Lockout/Tagout
Hazardous Energy Control - 743 Fossil 6
Lockout/Tagout
Hazardous Operating Conditions 1151 General 41
Hazards, Special 184 General 33
Head Protection 126 General 13
Hearing Protection 125 General 12
Hot Line Tools & Hot Line Work 230 Trans. & 14
Dist.
Hot Solder, Compound and Liquids 308 Underground
Hot Stick, Working & Clearances 232 Trans. & 17
Dist.
Housekeeping - Fire Prevention 122 General 9
Hydro Generating Stations, Entry 501 Hydro 1
into
Hydro Generating Stations, Min. 544 Hydro 5
Wrkg. Clearance
I
- -
Inspections 185 General 33
Instrument Transformers 404 Meter
L
- -
Ladders 165 General 27
Lightning Arresters 216 Trans. & 10
Dist.
Line Transformer in Multiple 215 Trans. & 10
Dist.
Line Worker Working Alone 204 Trans. & 5
Dist.
Live Line Tools & Equipment 156 General 22
-4-
<PAGE>
INSTRUCTION SECTION PAGE
----------- ------- ----
M
- -
Machine Shop 161 General 25
Machinery, Care Near Rotating 145 General 19
Manholes, Instructions Relating to Underground
Work in
Metal Tapes, Rules & Hand Lines 164 General 27
Meter Department, General 401 Meter
Precautions
Meter Department, Live Equipment 403 Meter
Motor Vehicle Accidents, Backing 1153 General 42
Motor Vehicle Accidents, Procedure 1154 General 42
in Case of
Motor Vehicle, Speeding - Reckless 1147 General 39
Driving
N
- -
Non-PCB Contaminated Oil, 117 General 9
Handling of
O
- -
Open Lights & Smoking 721 Fossil 3
Opening & Closing Line Devices 212 Trans. & 9
Under Load Dist.
Opening & Entering Manholes 304 Underground
Other High Potential Testing 548 Hydro 6
P
- -
PCB, Handling Fluids & Equipment 116 General 7
Parking 1152 General 41
Pipes, Repairs to Steam & Hot 702 Fossil 1
Water & Auxiliary Equipment:
Connected to Them
Pole Holes 205 Trans. & 6
Dist.
Poles & Structures, Inspection of 208 Trans. & 7
Before Climbing Dist.
Poles & Structures, Temporary 210 Trans. & 8
Guying of Dist.
Poles, Handling 206 Trans. & 6
Dist.
Poles, Handling Near Energized 207 Trans. & 6
Circuits Dist.
Portable Tools & Lights 306 Underground
Protective Equipment 302 Underground
-5-
<PAGE>
INSTRUCTION SECTION PAGE
----------- ------- ----
Protective Equipment for 543 Hydro 4
Maintaining Energized Electrical
Equipment 600 Volts and Above
Public, Protecting the 105 General 3
Public, Protection of the 179 General 32
R
- -
Repair Work, Fuel Oil Operations 724 Fossil 3
Respiratory Protection 126 General 13
Riders 1148 General 39
Rubber Gloves 131 General 15
Rubber Gloves 202 Trans. & 2
Dist.
Rubber Gloves 603 Substations 2
Rubber Gloves 541 Hydro 4
Rubber Gloves 741 Fossil 5
Rubber Gloving, 15KV 203 Trans. & 3
Dist.
Rubber Protective Equipment & 130 General 14
Devices
Rubber Sleeves 132 General 15
S
- -
Safeguards, Insufficient 143 General 19
Safety Belts and Harnesses 133 General 16
Safety Instruction Manuals 101 General 1
Safety Meetings 102 General 2
Selection, Observation & 176 General 31
Instruction of Workers
Setting Up & Taking Down at the 1130 General 35
Job Site
Snowmobile and ATV Use 168 General 29
Solder, Compound, etc., 150 General 21
Precautions in Heating
Speaking to Workers 108 General 5
Staging & Suspended Scaffolding 170 General 29
Substations, Entry into Energized 601 Substations 1
Substation Fences 606 Substations 4
Supervisory Responsibility 175 General 31
Switchboard Equipment, Handling 551 Hydro 9
Switches, Disconnecting 135 General 17
Switching 744 Fossil 6
-6-
<PAGE>
INSTRUCTION SECTION PAGE
----------- ------- ----
T
- -
Tanks, Transformers, Breakers & 607 Substations 5
Manholes
Test Equipment, High Potential 148 General 21
Tools and Materials, Handling 149 General 21
Traffic, Operating in 1150 General 39
Traffic, Protecting 106 General 4
Transfer Lines, Fuel Oil 725 Fossil 4
Transformers 151 General 22
Trenching & Excavating 310 Underground
U
- -
Unoccupied Premises, Working on 405 Meter
Meters
V
- -
Vessel Arrival 722 Fossil 3
W
- -
Warning Flags & Lights 1149 General 39
Warning Signs and/or Barrier Tape 134 General 16
Water, Working Near or Over 146 General 20
Welding & Burning 162 General 26
Wire Stringing Operations 221 Trans. &
Dist.
Working in Manholes 305 Underground
Working Aloft 1132 General 36
Working in Hydraulic 505 Hydro 2
Pits/Penstocks/
Spiral Cases
Working on Energized Equipment 303 Underground
Working Position 144 General 19
- --------------------------------------------------------------------------------
Appendix "A" Last page Transmission & Distribution Section
- --------------------------------------------------------------------------------
Accident Reporting Procedure I. Policy/Procedure
Emergency Trouble Calls Procedure II. Policy/Procedure
- -----------------------------------------------------------------------
-7-
<PAGE>
Motor Vehicle Accident Prevention Plan III. Policy/Procedure
Traffic Control Procedure IV. Policy/Procedure
Safety Audit Procedure V. Policy/Procedure
Written Hazard Communication Policy VI. Policy/Procedure
Eye Protection Policy VII. Policy/Procedure
Respiratory Protection Policy VIII. Policy/Procedure
Fire Prevention/Protection Policy IX. Policy/Procedure
Confined Space Entry Policy X Policy/Procedure
Asbestos Removal and Disposal Procedure XI Policy/Procedure
Bloodborne Pathogen Exposure Control Plan XII Policy/Procedure
Fiber Optics/Lightwave Trans. Sys. Procedure XIII Policy/Procedure
Hazardous Waste Oper. & Emerg. Response XIV Policy/Procedure
Lead Policy XV Policy/Procedure
Switching and Tagging Procedures Manual XVI Policy/Procedure
-8-
<PAGE>
General - 1
SECTION ONE
GENERAL
Part 1.
THESE INSTRUCTIONS APPLY TO ALL EMPLOYEES
Whenever workers are engaged in any activity, they shall IMMEDIATELY
and COMPLETELY carry out any orders which they receive from the person in charge
when the activity involves the application of the Safety Instructions. All
-------------------
orders given to workers shall conform to the Safety Instructions and the workers
-------------------
shall carry out such orders in compliance with these instructions.
These instructions can only be superseded or amended by an official
bulletin, properly signed and posted. However, in case of emergency, a
superintendent or supervisor having jurisdiction over persons in danger, may
modify or suspend any of these instructions as may be considered temporarily
necessary to permit proper handling of this specific emergency. In this case it
shall be the responsibility of the superintendent or supervisor to see that any
work carried out under such suspension of instructions be performed in a safe
manner.
101. Safety Instruction Manuals.
--------------------------
101.1 Possession: Each regular employee (where warranted) shall be
provided with a copy of Safety Instructions to keep while in the service of the
-------------------
Company. Each employee shall have their Safety Instructions with them when
-------------------
attending safety meetings.
101.2 Employee Qualifications: Employees shall be trained in and
familiar with the safety related work practices, safety procedures and other
safety requirements that pertain to their respective job assignments. Compliance
to safety related work practices shall be ongoing through supervision,
inspections, revised safety instructions, and follow-up training on at least an
annual basis. All training and annual inspections shall be documented.
101.3 Interpretation: If a difference of opinion arises as to the
meaning or application of these instructions or the steps necessary to carry
them out, the final decision shall rest with the person in direct charge of the
work. The person in charge of
<PAGE>
General - 2
the work has the authority to proceed, change the method of operation or cease
work.
101.4 Emergency Instructions: If a situation arises which is not
covered by these instructions or which requires a modification of them,
employees are required to act under the advice and direction of their
supervisors, who shall at all times make safety the primary consideration. (See
above).
101.5 Contractor Rules: All independent contractors working for the
Company shall comply with all Federal, State and Company safety regulations. The
Company's authorized representative in charge of contractor's work may order
work stopped immediately if the work is not being carried out in accordance with
these instructions.
Any contractor who knowingly or intentionally violated a State, Federal
or Company safety standard shall be subject to dismissal. Likewise, any Company
representative who knowingly or intentionally allows the contractor to violate
these standards shall be subject to suspension or dismissal.
102. Safety Meetings.
---------------
102.1 Each employee who is assigned to a safety group is required to
amend all assigned group safety meetings unless on special duty or excused.
103. Accident Reports.
----------------
103.1 All work related injuries or illnesses, no matter how minor, must
be reported to the supervisor by no later than the end of the worker's tour or
shift. Superintendents or supervisors shall, as soon as possible after the
occurrence of an accident that causes personal injury, make out the regular Form
#3937, provided for this purpose. All pertinent information shall be on the form
and it shall be sent immediately to the Risk Management Department at the
General Office. (See Policy 1 in Policy/Procedure Section).
103.2 Minor injuries must be reported on Form #3937 and noted on the
back of the Form No Medical Treatment/No Lost Time and sent immediately to the
-- ------- ------------ ---- ----
General Office. This Form will not bear any case number as long as no medical
attention is required. If at a later date medical treatment is necessary, then
the Risk Management Department must be notified and a case number assigned to
the original Form #3937. All approved bills shall be forwarded to the Risk
Management Department with the appropriate case number on them.
<PAGE>
General - 3
103.3 See General Safety Instruction #1154 for procedure in case of
vehicle accidents.
103.4 Major accidents shall be reported in accordance with Policy I.
103.5 Operational errors shall be reported in accordance with Policy I.
104. Reports of Dangerous Conditions.
-------------------------------
104.1 Whenever an employee notes a condition of the Company's property
or operations which might cause injury to persons or damage to property or
interference with service, regardless of whether the condition is in their
department or another, they shall promptly bring the matter to the attention of
the proper authority, guarding the dangerous condition if necessary. Particular
attention should be give to fallen wires, open holes and ditches, broken or
decayed poles and radio or television antennas strung over dangerously near
power lines.
104.2 An employee receiving a telephone report of dangerous conditions
should be sure to ask:
1. EXACT LOCATION?
2. IS HUMAN LIFE IN DANGER?
IF SO ASK PERSON CALLING TO STAY ON PHONE, AND
NOTIFY THE PROPER OPERATING PERSONNEL AS OUTLINED
IN POLICY II AND THE DIVISION PROCEDURE FOR
IMPLEMENTING THIS POLICY.
3. NATURE OF TROUBLE?
4. NAME OF PERSON CALLING?
5. WHERE CALLING FROM?
(REQUEST PERSON CALLING TO ADVISE EVERYONE TO STAY
CLEAR OF CONDUCTORS AND EQUIPMENT).
Answers to the above should be recorded on service request and logged
together with time of call and any other information of importance. (Refer to
Policy II in Policy/Procedure Section)
105. Protecting the Public.
---------------------
105.1 During construction work, every precaution must be taken to
protect people and property. In case of any obstruction in the street or
walkways, DANGER SIGNALS, in the form of warning signs or reflective tape by day
and warning lights or reflective tape by night, must be displayed. When trucks
are parked along streets and highways, the flashing lights on the vehicle must
be used. Keep pedestrians and vehicles away from locations where poles, wires,
street lamps or other equipment are apt to fall.
<PAGE>
General - 4
105.2 In all cases where trenches or holes are left open, they must be
properly barricaded and at night must also be provided with a sufficient number
of warning lights.
105.3 Meter readers, testers, inspectors and others working on
customers' premises, where artificial light is required, must use electric
flashlights, electric lanterns or suitable extension cords. Never use matches or
open-flame lights.
105.4 Pole holes and obstructions along highways and other frequented
places shall be protected by suitable guards, or danger signs, appropriately
lighted at night and so located as to be visible to traffic.
105.5 When workers are hoisting or lowering materials above places
where there is frequent traffic, rope barriers with danger signs shall be so
placed that traffic cannot come within the danger zone.
106. Protecting Traffic.
------------------
106.1 When stringing wires, they must not be allowed to sag in such a
manner as to endanger vehicles or pedestrians below unless traffic is
intercepted and protected from danger by an observer or other adequate means.
106.2 "Utility Work Ahead" signs shall be placed on both sides of the
work area along or across all traveled ways. Traffic cones will be used in
conjunction with approved signs to control traffic flow and provide a safe
working area for employees. The distance of signs away from the work and the
placement of cones shall be governed by the nature and speed of normal traffic
and contour of the road. When work is completed, all signs and devices shall be
removed. (See Policy IV in Policy/Procedure Section).
106.3 Hand lines, materials, tools or equipment must not be scattered
around streets, sidewalks, highways, etc., but must be kept in a neat, orderly
manner, where they will not be liable to cause accidents.
106.4 Uncoiled hand lines shall not be left hanging on a Line Worker's
belt after ascending a pole or structure and the employee is in a working
position, unless hung on an approved belt hook.
<PAGE>
General - 5
107. Chance Taking.
-------------
107.1 Scuffling, "horse play", taking chances or urging others to take
them have no place in our organization, and will not be tolerated.
108. Speaking to Workers.
-------------------
108.1 Care shall be exercised in speaking to anyone operating
machinery, or working on or near live wires, cables, switches or other apparatus
of any voltage, unless the person spoken to is aware of your presence. Do not in
any way or manner startle such a worker.
109. Procedure for Dog Bite Victims.
------------------------------
109.1 It is the Company's policy that employees shall not endanger
themselves if confronted with a situation where a dog is threatening their
safety in the performance of their duties.
109.2 If an employee is bitten by a dog and the skin is abraded or
broken, the employee shall immediately obtain appropriate medical treatment,
including a tetanus shot or booster if deemed necessary by the attending
physician. The employee's supervisor shall be notified as soon as possible.
109.3 A supervisor shall immediately attempt to contact the owner and
obtain documents that the dog has received its rabies shot. In addition, the
supervisor shall contact the local law enforcement agency. If no documentation
of rabies shots can be obtained, the supervisor is to request that the dog be
quarantined.
110. Asbestos/Lead Handling and Removal.
----------------------------------
110.1 No employees shall handle asbestos material or suspected asbestos
material or be in the presence of persons working with this material unless they
receive training recognized as adequate by State and Federal law and follows the
asbestos removal and disposal procedures. (See Policy XI in the Policy/Procedure
Section).
110.2 Work activities and construction projects that involve products,
materials, or waste streams known or suspected to contain lead shall be
conducted in compliance with procedures contained in Policy XV.
<PAGE>
General - 6
111. Hazard Communication Program
----------------------------
111.1 Employees who work with chemicals must know proper handling and
storage procedures, protective clothing and equipment necessary, and labeling
requirements. (See Policy VI in the Policy/Procedure Section)
112. Confined/Enclosed Space Entry
-----------------------------
112.1 Employees required to enter into confined or enclosed spaces
shall be instructed as to the nature of the hazard involved, the necessary
precautions to be taken and in the use of protective and emergency equipment
required. (See Policy X in the Policy/Procedure Section)
112.2 All Company locations shall have available an inventory of
confined spaces within and about the location. Any spaces which do not appear on
the current inventory, but are suspected of being a confined space, shall be
treated as one and reported to the appropriate Company Supervisor.
113. Exits.
-----
113.1 Before working in areas where electrical wiring and apparatus is
congested, the employee(s) shall determine a safe means of egress in case of
fire.
114. Hazardous Energy Control - Lockout/Tagout
-----------------------------------------
114.1 Tagging devices including their means of attachment shall be
substantial enough to prevent inadvertent or accidental removal. The device
shall be attachable by hand, self-locking, and non-releasable with a minimum
unlocking strength of no less than 50 pounds and shall be weather and corrosive
proof. (Refer to Policy XVI in the Policy/Procedure Section - Switching and
Tagging Procedure Manual)
115. Underwater Diving.
-----------------
115.1 All underwater diving performed by Company employees must be
----
coordinated with the Company's Diving Coordinator who presently works in the
Environmental & Licensing Department.
115.2 All underwater diving performed by Company employees must be
----
performed in accordance with the Underwater Diving Procedures Manual which is
available through the Environmental & Licensing Department.
115.3 All underwater diving performed for the Company by outside
contractors must conform to the OSHA guidelines for
<PAGE>
General - 7
commercial diving operations found in CFR 1910 Title 29 Subpart T-Commercial
Diving Operations.
116. Handling polycholorinated biphenyl fluids & equipment
-----------------------------------------------------
(marked with yellow PCB labels) and PCB-contaminated
----------------------------------------------------
mineral oil or oil filled equipment (between 50 to
--------------------------------------------------
500 ppm)
--------
The following precautions shall be followed:
116.1 Personal Protective Equipment (PPE) including chemically-coated
-----------------
tyvek suit, outer (teflon) gloves, inner (nitrile) gloves, disposable rubber
- ----------------------------------------------------------------------------
boots, hard hat, and safety glasses or goggles shall be worn while handling PCB
- ----------------------------------------------
fluids or leaking PCB filled equipment.
Donning (Putting on) PPE:
a.) Put on inner gloves
b.) Put on safety glasses and hard hat.
c.) Put on tyvek suit.
d.) Put on disposable boots and duct tape leg cuffs
over the tops of the boots.
e.) Put on outer gloves and duct tape arms of suit
over gloves.
Doffing (Removing) PPE:
a.) Remove boots and tape first.
b.) Remove outer gloves and tape.
c.) Carefully remove suit by touching the inside of
the suit.
d.) Remove safety glasses and hard hat.
e.) Remove inner gloves.
Disposal of Clothing:
a.) Remove protective clothing at the outer boundary
of the work site. Do not walk in uncontaminated
area wearing PPE.
b.) Remove protective clothing in the following
sequence:
1. Boots
2. Outer gloves
3. Suit
4. Hard hat and safety glasses
5. Inner Gloves
c.) Step out of the work site after you remove each
boot.
d.) Uncontaminated equipment can be used again for
future work. Place all contaminated PPE into
<PAGE>
General - 8
plastic bags and then into a DOT approved 55
gallon drum. Label the drum accordingly.
e.) Thoroughly wash your hands, arms, face, etc. after
handling untested electrical equipment, fluids, or
debris.
116.2 Chemical safety glasses or goggles, a face shield, and a
--------------------------------------------------------
protective apron shall be worn whenever a potential of exposure to splashing PCB
- ----------------
fluids exists.
116.3 Electrical equipment failures in enclosed areas: Avoid breathing
-----------------------------------------------
vapor or mist. the odor of PCB fluids and the gasses given off during a
transformer or capacitor failure are very unpleasant and irritating. If these
odors are detected in an enclosed area, the area shall be thoroughly ventilated
before entering. If it is not practical to completely ventilate the area prior
to entering, a supplied air respirator with full face piece or an SCBA
respirator with full face piece shall be used and other personnel shall stand by
as a rescue team in case of an accident. If the odor of PCB's is detected while
wearing the respirator, leave the area immediately and proceed to a well
ventilated area.
Transformer and capacitor failures occurring outdoors seldom pose
respiratory problems and as a general rule do not require the use of
respirators.
116.4 Removal of PCB's from skin: If liquid PCB's are splashed or
--------------------------
spilled on an employee, contaminated clothing should be removed as soon as
possible and the skin washed thoroughly with soap and water.
116.5 Removal of PCB's from the eyes: Should liquid or solid PCB's
------------------------------
contact the eyes, the eyes shall be flushed immediately with running water for
at least 15 minutes. The employee should then be examined by a physician. A
petroleum based eye ointment may be applied to relieve the irritating effects of
the PCB's.
116.6 Sanitation practices: Employees exposed to PCB fluids shall wash
--------------------
their hands and exposed skin area thoroughly before eating, drinking, smoking,
or using bathroom facilities. Personnel hygiene is an effective safeguard
against the ingestion of or skin exposure to PCBs.
116.7 In the event of an oil spill the Company's Oil Spill and Cleanup
Procedure shall be followed.
<PAGE>
General - 9
117. Handling Non-PCB oil and oil-filled equipment (under 50 ppm
-----------------------------------------------------------
of PCB's)
--------
The following precautions shall be followed at the option of the
individual:
117.1 Personal protective clothing may be worn during the containment
or clean up of a Non-PCB oil or oil-filled equipment. It is recommended that
safety goggles and gloves (inner and outer) be worn during these operations.
117.2 Inner Nitrile and outer Teflon gloves shall be worn where
possible while handling oil or oil soaked materials.
117.3 Chemically-coated tyvek suits, rubber boots, and a hard hat shall
be worn where the probability exists for clothing to become oil soaked.
117.4 Safety glasses or goggles, a face shield, and a protective apron
shall be worn whenever the eyes or other parts of the body are exposed to
splashing oil.
122. Housekeeping - Fire Prevention.
------------------------------
Good housekeeping is fundamental to continuity of service, essential to
successful operation, and therefore is properly classed as an operating problem.
Many accidents and fires are reported which could have been prevented by good
housekeeping. The responsibility for good housekeeping rests in some measure
with every person in the organization. It shall be maintained in yards and
enclosures as well as in buildings. (See Policy V in Policy/Procedure Section).
Particular attention is called to the following items:
122.1 Accumulations of combustible materials, such as oil- soaked or
paint-covered clothes, rags, or shavings create serious fire hazards and must
not be tolerated.
122.2 A sufficient number of covered metal containers (approved by
Underwriters) shall be provided and all used waste, rags and other combustible
materials must be deposited in these waste cans instead of in lockers or in
corners. These cans must be emptied, and the contents disposed of in such a way
that they will nor become a fire hazard.
122.3 Metal lockers are recommended, and where they are provided
employees shall use them at all times. No clothing shall be allowed to hang on
walls, behind doors, or in the space back of switchboards. No matches should be
left in clothes
<PAGE>
General - 10
placed in lockers. Unused clothing and rubbish must not be allowed to accumulate
in lockers.
122.4 Packing supplies, such as old boxes, etc., must be properly
stored in a safe place, preferably in an isolated building.
122.5 Weeds or other rank vegetation must not be permitted to grow up
in hazardous places, in substations, pole yards, or buildings. Shavings or other
combustible materials must not be allowed to accumulate around such places,
especially grass growing up between the planks of insulating platforms.
122.6 The smallest possible quantity of oil, gasoline and other
flammable liquids should be kept in buildings other than separate oil houses. In
all cases, gasoline and other flammable liquids shall be kept in containers
approved by the Underwriters Laboratories. The use of gasoline as a cleaning
solvent is prohibited. In determining which solvent to use for cleaning
operations, factors such as possible health hazards, personal protective
equipment required and permissible exposure limits shall be considered. (See
Policy VI in Policy Procedure Section).
122.7 The premises near fuel oil storage tanks must be kept clean and
associated equipment in good repair.
122.8 Roofs should be kept clean of refuse such as sawdust, shavings or
other materials which might constitute fire or tripping hazards.
122.9 Ice and snow shall be kept cleared from steps and walks and they
shall be kept properly sanded to prevent slippery conditions. Icicles shall be
kept cleared from sections of the roof that overhang places where people are
likely to be passing or standing.
123. Fire Extinguishers.
------------------
123.1 A proper supply of fire-fighting equipment shall be provided and
maintained to conform as closely as possible to the recommendations of the NFPA
standards. Fire extinguishers shall be so placed as to be accessible in case of
fire and all employees shall be familiar with the location and operation of
equipment in the vicinity of their work so that fires may be promptly
extinguished in their early stages.
123.2 All extinguishers shall be marked according to their use.
<PAGE>
General - 11
123.3 All employees shall be given thorough instructions in the use of
fire extinguishers, protective equipment and also fire fighting and prevention
procedures that apply to the employees work assignment. Employees and
contractors on site shall receive periodic reviews and updates of Company policy
regarding fire protection.
123.4 In event of a fire on Company property, immediately
responsibility for fighting the fire shall be assumed by person in charge or
supervisor on site if one is present. If, in the judgement of person in charge
or supervisor, professional fire fighters should be called to assist, the fire
department shall be made aware of electrical and other hazards peculiar to the
area to ensure everyone's safety.
123.5 Water should be used only as a last resort when fighting fires
where an electrical hazard exists. Due to open grating in power plants water is
allowed to travel through all elevations. Electric switchgear, cables and motors
constitute major hazards.
123.6 Carbon Dioxide Extinguishers are also used safely on energized
----------------------------
electrical equipment. No poisonous gas is given off, but carbon dioxide is
heavier than air and will not support life, so one shall not go into a confined
space where it has been discharged unless the employee is equipped with a
supplied air breathing device or until there has been thorough ventilation. This
type of extinguisher is usually inspected by weighing. Hydrostatic testing must
be conducted every 5 years.
123.7 Halon Fire Extinguishers (1211) are similar to carbon dioxide by
------------------------
nature of being a "clean agent" and are intended for use on Class A, B or C
fires. Strong winds may disperse the agent rapidly. Leave the area immediately
if acrid odors are detected, and ventilate thoroughly before entering.
Hydrostatic testing must be done every twelve years.
123.8 Dry Chemical Extinguishers are safely used on both electrical and
--------------------------
oil fires. The dry chemical used is nontoxic, nonconductive and noncorrosive. It
should be remembered that the extinguisher's effectiveness results from a
chemical action that generates carbon dioxide so that use in confined quarters
can result in a lack of oxygen. This extinguisher is not recommended for
deep-seated fires. Hydrostatic testing must be performed every 5 years for
stainless steel shells or 12 years for stored pressure, cartridge or cylinder
operated extinguishers.
123.9 Stand Pipes and Fire Hose shall at all times be kept accessible
-------------------------
and properly connected and ready for immediate service and they shall be tested.
Sprinkler systems shall be at all
<PAGE>
General - 12
times properly maintained per manufacturers' instructions. (See Policy IV in
Policy/Procedure Section).
124. Clothing, Footwear and Metal Articles.
-------------------------------------
124.1 At all times where hazards may exist, such as working on or
within reaching distance of energized equipment or lines, employees shall wear
shirts or garments which extend below the elbow so that no skin is exposed at
any time. Clothing such as acetate, nylon, polyester and rayon materials shall
not be worn. Employees that perform work within reaching distance of energized
parts shall not wear conductive articles such as key or watch chains, rings,
wrist bands and necklaces, unless such articles do not increase the hazards
associated with contact with energized parts.
While climbing poles or structures, employees shall wear long sleeved
garments with the sleeves rolled down and shall avoid loose or floppy clothing.
124.2 Footwear that provides adequate foot and ankle protection shall
be worn by employees while doing ground work, patrolling, climbing or working
aloft or where there are mechanical hazards. Protective footwear or guards shall
be worn where crushing hazards exist.
124.3 Footwear with spark producing surfaces, or with metal cleats,
nails or inserts attached to the sole or heel are not to be worn in or around
flammable areas.
124.4 Smooth or slippery soled footwear is not to be worn.
124.5 When working on ice or packed snow surfaces, "creepers" are
recommended to be work over regular footwear.
Sneakers, canvas shoes or light weight shoes will not be permitted for
construction, production, maintenance or warehouse operations.
125. Hearing Protection.
------------------
125.1 Approved hearing protection shall be worn when 8 hour
time-weighted average noise levels exceed 90 DBA. Exception: Hearing protection
will be required for any employee who is exposed to an 8 hour time-weighted
average of 85 Db or greater, and who has not yet had a baseline audiogram or has
experienced a standard threshold shift.
<PAGE>
General - 13
125.2 Employees shall be warned of the hazard by clearly worded signs
located at entrances to or perimeter to high noise areas exceeding 90 Db.
125.3 Hearing protection is recommended to be worn by any employee
exposed to noise which seems excessive to them. Noise levels in most open areas
of operating power plants warrant consideration for the use of hearing
protection.
125.4 Approved lapel speakers can be used in conjunction with a Company
two-way portable radio by employees during the performance of their duties when
the noise level in or around the work area makes it difficult to hear the
transmission from a portable two-way radio. Portable radios and lapel speakers
shall not be taken in areas where energized hazards exist.
126. Head Protection.
---------------
126.1 Approved protective headgear shall be worn by all employees
during the performance of their duties in the construction or maintenance of
lines, substations, generating stations, dams, penstock, etc. and other places
where they are exposed to the hazards of energized of de-energized circuits or
falling objects.
126.2 Employees of other departments shall be required to wear approved
protective headgear when in the performance of their duties they are exposed to
the similar hazards as those listed for the Line, Stations and Hydro Maintenance
Departments.
126.3 Care shall be taken to inspect hard hats on a periodic basis to
ensure that they are in good condition, free of foreign objects, unauthorized
stickers or conductive materials, so as not to reduce the dielectric integrity.
127. Eve Protection.
--------------
127.1 Approved goggles or face shields shall be used when chipping,
chiseling, grinding or doing any other kind of work in which the eyes are
exposed to danger from flying objects or particles, splashing liquids or harmful
intensities of light such as welding or furnace flames, arcs, etc. Cracked or
broken lenses shall be replaced as soon as noticed. (See Policy VII in
Policy/Procedure Section)
128. Respiratory Protection.
----------------------
128.1 Respiratory protection shall be provided and used in accordance
with the Company's Respiratory Protection Policy (See Policy VII in
Policy/Procedure Section) when work requires
<PAGE>
General - 14
exposure to harmful concentrations of dust, fog, fumes, mists, gases, sprays,
vapors, etc.
128.2 Employees required to wear respirators shall be trained in the
proper fitting of respirators. Respirators shall not be worn when conditions
prevent a good face seal. Such conditions may be beards, sideburns, a skull cap
that projects under the face piece, or temple pieces on glasses, etc. Safe and
effective use of respiratory protective devices requires employees be free of
hairs falling within the sealing surfaces of such equipment.
128.3 When entering an area which contains, or may contain, poisonous
or noxious gases or fumes, a respirator approved for the hazard involved must be
worn. In addition, a safety line must be worn when necessary to facilitate
rescue in case of failure of the mask to protect the wearer.
129. Hand Protection.
---------------
129.1 Suitable gloves shall be worn at all times by those handling
sharp and rough materials, cables, ropes, etc.
129.2 Special approved hand protection shall be worn while handling
chemicals, hot metals, etc.
129.3 Approved gloves shall be worn for burner cleaning, burner removal
and burner insertion.
129.4 Approved gloves shall be worn by all employees that open, close
or adjust valves that are subject to extreme temperatures.
129.5 Approved gloves shall be worn by all employees engaged in
cleaning the oil strainers, cleaning oil spills or otherwise working in fuel
oil.
130. Rubber Protective Equipment and Devices.
---------------------------------------
130.1 Protective equipment and devices, provided to make the work less
hazardous, shall always be used but entire reliance must not be placed on them
as any protective equipment or device may become defective. Such equipment or
devices shall be examined before use to make sure they are suitable and in good
condition.
130.2 Workers working on energized conductors shall cover all
conductors, exposed ground wires, guys and grounded equipment, with which
contact may be made while at work, with
<PAGE>
General - 15
rubber line hose, insulator hoods, line guards, line-du_ blankets or other
approved protective devices.
130.3 On nominal voltage of 600 volts or below, when working on* or
near uninsulated electrical circuits, circuit panels, buses or other electrical
equipment or whenever the possibility of contacts by the employee or the tools
used by the employee exists, the employee shall either cover the exposed parts
with barriers or protective equipment, use insulated tools or de- energize the
exposed equipment.
*"Working on" applies to the handling, connecting or disconnecting of energized
parts without the use of special tools or equipment.
131. Rubber Gloves.
-------------
131.1 Rubber gloves shall be air-inflated and visually inspected in the
morning and at the start of the afternoon and any other time deemed necessary.
131.2 When work is required on or near any exposed energized circuit,
the highest electrical potential between phase and ground and phase to phase
shall be determined before work begins.
132. Rubber Sleeves.
--------------
132.1 Rubber sleeves shall be worn by all line workers when work is to
be performed by the rubber glove method on energized circuits from 400 volts to
15,000 volts (15KV class) between phases involving splicing, dead ending,
connecting or disconnecting taps or jumpers and installing or removing performed
tap and armor rods.
132.2 Further use of rubber sleeves, where warranted, on work and
locations not covered by the above instructions shall be the duty of the line
worker and the responsibility of the supervisor.
132.3 Rubber sleeves shall be worn by all other employees whose duties
expose them to similar hazards mentioned in Instructions 145.1 and 145.2.
132.4 Rubber sleeves shall not be considered as a substitute for other
protective equipment and MUST NOT be relied on for exposure to energized
conductors but shall only be considered a secondary protection against
accidental contacts.
<PAGE>
General - 16
133. Safety Belts and Harnesses.
--------------------------
133.1 No employee shall work on poles or other elevated structures
unless fully qualified. Employees shall be secured in position by an approved
safety belt except where the use of same constitutes a special hazard.
133.2 Before an employee's weight is trusted to the belt, the employee
shall make sure that the snaps are properly caught in the "D" rings and that the
employee is secure in the belt. Care must be taken to prevent the snaps coming
in contact with anything that may open the snap and thus release the safety
belt. The tongue of the snap on the safety belt must face away from the body.
133.3 Safety straps must not be placed around the pole above the top
crossarm. Safety straps must not be attached to insulator pins, crossarm braces
or around crossarm beyond the outside pin.
133.4 Neither end of the belt shall be allowed to hang loose either in
ascending or descending a pole or structure. Both ends of the safety belt must
be fastened to the "D" ring.
133.5 The use of an approved, small material bag attached to the belt
is recommended.
133.6 Safety Belts, Lanyards or Drop Stop Devices will be used in the
absence of safety rails when sluicing or manual rack raking. They will be worn
when working in a spillway personnel bucket and attached to a separate support
than that of the bucket. Also, they will be utilized on all other jobs where
suitable lanyard support facilities have been installed.
134. Warning Signs and/or Barrier Tape.
---------------------------------
134.1 Should an employee notice a dangerous work location where there
is [no] warning sign, the employee shall report the condition at once in order
that signs may be placed. Danger signs shall be used where necessary but should
not be used promiscuously nor left in place when the danger no longer exists.
134.2 Employees should cultivate the habit of being cautions. Warning
signs shall be heeded and persons warned when seen in dangerous situations. Care
shall be used to avoid startling them, however.
134.3 Employees not required to approach or be near dangerous places
must keep away from them. The public should be
<PAGE>
General - 17
warned to keep away from positions of danger near where work is going on.
135. Disconnecting Switches.
----------------------
135.1 Disconnecting switches in substations must be operated with an
insulated switch stick. These disconnecting switches must never be opened under
load, unless provided with load break capabilities. Switch sticks provided for
this purpose must be kept in a dry place and properly cared for.
140. Inspection and Maintenance of Equipment and Working Place.
---------------------------------------------------------
140.1 It should be understood that the supervisor has authority, after
proper inspection, to prohibit the use of any tools, protective devices and
other equipment, regardless of ownership, which are considered unsafe. This
includes clothing of flammable material such as acetate, nylon, polyester and
rayon.
140.2 All broken or defective tools must be removed from service
immediately and reported promptly so that they may be repaired or replaced.
140.3 All ropes, cables, chains, hoists, blocks, slings and related
rigging equipment shall be inspected each day before use and again before
returned to storage. All equipment found to be unsafe will be removed from
service immediately for repair or replacement.
140.4 All slings shall be stored such that damage and/or kinking is
prevented. Where practicable slings should be hung from suitable pegs.
140.5 Crane, hoist or boom equipment operators shall accept signals
only from a previously designated signal person. No response shall be made to
unclear signals. All crew members engaged in rigging shall be trained in the use
of proper hand signals.
140.6 The worker in charge of a project shall thoroughly explain the
details of the job and possible hazards to all crew members before work begins.
The employee in charge shall conduct at least one job briefing with employees
involved before they start each job. The briefing shall cover al least the
following subjects: hazards associated with the job, work procedures involved,
special precautions, energy source controls, and personal protective equipment
requirements. An employee working above need not conduct a job briefing.
However, the employer
<PAGE>
General - 18
shall ensure that the tasks to be performed are planned as if a briefing were
required.
140.7 When handling heavy objects, sufficient help shall be obtained
and care shall be exercised to assume a proper lifting position to avoid strains
and sprains.
140.8 Before climbing poles, ladders, scaffolds, or other elevated
structures, employees shall determine, to the extent practical, that the
structures are capable of sustaining the additional or unbalanced stresses to
which they will be subjected.
140.9 Employees shall watch out for projecting points of nails and
remove any found, if possible or turn the points down. Debris and tools shall be
cleared up before considering a job finished.
140.10 Electric extension lights shall be so constructed and maintained
that the user will not be exposed to contact with current carrying parts. Lamp
guards, insulated from current carrying parts, shall always be used. These
points are of special importance when using lights in boilers, water wheels on
or near other grounded objects. In the case of portable or vehicle mounted
generators, the non current carrying metal parts shall be bonded to the
generator frame or bonded to the vehicle frame.
140.11 All portable powered hand tools shall be equipped with
three-wire cord having the ground wire permanently connected to the tool frame
and means for grounding the other end; or be of the double insulated type and
permanently labeled as "Double Insulated."
140.12 The use of matches or open flame lights for illumination is
forbidden. Only approved flashlights or extension lights shall be used.
140.13 Spilled oil or other material, which might cause falls, must be
promptly cleaned up and sand or other absorptive material applied if needed.
141. Approaching Unfamiliar Apparatus.
--------------------------------
141.1 When an employee, regardless of the department, enters a manned
or remote controlled power station or yard to perform work the employee shall
immediately make presence known to the person in charge of the facility.
<PAGE>
General - 19
If the location is not manned, an employee shall notify the supervisor
responsible for the facility when work is to be performed.
141.2 Employees, whose duties bring them in the neighborhood of
apparatus or equipment with the dangers of which they are not familiar, shall
proceed with their work only when accompanied by a properly qualified and
authorized person whose instructions shall be strictly obeyed.
142. Care and Foresight.
------------------
142.1 Before commencing work of any kind, care shall be taken to see
whether any hazard exists. If more than one employee is engaged on the same job,
all must understand the procedure to be followed. Hasty action shall be avoided
especially when on hazardous work. Employees shall be careful always to place
THEMSELVES in a safe and secure position, and shall not rely for protection
solely on the care exercised by OTHERS.
143. Insufficient Safeguards.
-----------------------
143.1 In any case where an employee is called upon to do work which the
employee considers dangerous and not protected with sufficient safeguards, or if
in doubt as to the proper performance of the work, it shall be the employee's
duty to bring the matter to the attention of their supervisor before proceeding
with the work.
144. Working Position.
----------------
144.1 Employees shall avoid working on equipment or lines in any
position from which a shock or slip will tend to bring the body toward exposed
parts at a potential different than the employee's body. Work shall, therefore,
generally be done from below, rather than from above energized lines.
144.2 When working in elevated places or wherever a falling hazard is
present, the proper protective devices, such as hard hats, safely belts and
lines, platforms, guard rails, etc., shall be provided and used as required by
conditions.
145. Care Near Rotating Machinery.
----------------------------
145.1 Extreme caution shall be used while working on or near rotating
machinery. Loose or torn clothing or unrestrained long hair is not permitted.
Pocket rags, watches, key chains or other personal jewelry which may be snagged
by rotating parts shall be removed.
<PAGE>
General - 20
145.2 Exposed shafts and couplings, where danger to any person exists,
shall be covered by properly installed and maintained guards.
145.3 No person shall unnecessarily touch any machine in operation or
allow tools or other objects of any kind to touch the apparatus or connection.
146. Working Near or Over Water.
--------------------------
146.1 Employees working over or near water, where the danger of
drowning exists, shall wear a U.S. Coast Guard approved life jacket or buoyant
work vest and the jacket or vest shall be zipped or securely fastened while in
use.
146.2 Prior to and after each use, the buoyant work vests or life
preservers shall be inspected for defects which would alter their strength or
buoyancy. Defective units shall not be used.
146.3 Approved life preservers will be worn when cutting ice, when in a
boat or scow, when raking racks, or when working on flash boards. Also, life
preservers will be worn at any other time where the danger of drowning exists.
Employees who are securely belted in are not required to wear life preservers.
146.4 The worker tending a lifeline will make a minimum of two turns
with the line, around a safety rail or another suitable support. The worker will
pay strict attention to the moves made by the worker below and will maintain a
position directly over the person being supported (or as close to this as
possible). The worker will continually be adjusting the length of the line with
each movement of the person below, to assure that a minimum amount of slack
exists at all times. Automatic Drop Stops shall be used for lifelines where
overhead attachment is available.
146.5 Ring buoys with at least 90 feet of line shall be provided and
readily available for emergency rescue operations. Distance between ring buoys
shall not exceed 200 feet.
147. Inspection of Climbing Equipment.
--------------------------------
147.1 Body belts, harnesses, safety straps, climbers and other
equipment, including any tools owned by the employees and used on Company work,
must be inspected by the employee before and after each use. The use of
defective tools and equipment is prohibited.
147.2 Climber gaffs must be at least one and one-eighth inches long
(inner surface), and kept sharp. The climbers must fit properly and the straps
and pads must be in good condition.
<PAGE>
General - 21
147.3 Climbers must not be worn on work for which they are not required
nor while workers are traveling to and from work. They shall not be worn while
upon the roofs of buildings, when erecting or removing poles or for climbing
shade trees.
148. High Potential Test Equipment.
-----------------------------
148.1 D.C. High Pot test equipment, such as the Kenetron, Hipotronics
equipment, impulse test sets, powered meggers, secondary fault locating
equipment and other high voltage D.C. test equipment, shall be protected by
barricades or other suitable means while in operation to provide adequate
protection for workers or other persons in the immediate area. Any other areas
where there is electrical exposure as a result of the testing shall also be
protected by suitable means. This would include cable ends, busses, equipment
terminals, and other exposed energized equipment. Rubber gloves shall be worn
while connecting or disconnecting equipment.
148.2 When high pot test equipment is used from the test vehicle for
field testing the chassis shall be grounded to eliminate the possibility of
potential differences.
149. Handling Tools and Materials.
----------------------------
149.1 Employee's belt tools shall be kept at minimum and so secured
that they will not fall out of the belt.
149.2 Tools and materials shall not be thrown up to workers on elevated
structures or poles, and shall not be thrown to the ground by the workers. They
shall be raised or lowered by means of hand lines or in material bags. This
includes all rubber protective equipment. Tools or materials shall not be laid
on crossarms but shall be kept in the material bags or tied to hand lines.
149.3 When tools or materials are being raised or lowered, workers
shall stand clear at all times and they shall avoid coming directly under any
load until it is properly placed and secured.
149.4 Broken insulators or other sharp-edged materials shall not be
left in vacant lots, along the right of way or in any location where the hazard
of cut feet could be caused for persons or animals.
150. Precautions in Heating Solder, Compound, etc.
--------------------------------------------
150.1 Scraps and particles of cold solder shall never be placed in hot
solder pots until the chill and dampness has been
<PAGE>
General - 22
removed from them; soldering irons and ladies shall not be placed in a pot of
hot solder until they are warm and dry. Every precaution shall be taken to deep
solder and compound dry.
150.2 Inflammable material that requires heating shall be heated only
in the special containers provided by the Company for this purpose.
150.3 Every possible means shall be used to protect the public from
contact with hot solder, compound, etc., either heating in containers or
spattering during application.
151. Transformers.
------------
151.1 To disconnect the transformer from the primaries, the following
---------
sequence of moves is absolutely essential to the safety of the worker.
Wear rubber gloves and use a hot line stick.
To disconnect: First, remove the phase wire.
-----
Second, remove the neutral.
------
To connect: First, connect the neutral.
-----
Second, connect the phase wire.
------
The neutral is your protection. Leave it on as long as you can when
disconnecting and put it on the first thing when connecting.
156. Live Line Tools and Equipment.
-----------------------------
156.1 All live line tools must be wiped clean and inspected for defects
before use each day. Each live line tool shall be inspected annually and tested
using the Hot Stick Tester. The tests shall be documented. Blocks, ropes, and
other equipment must be kept in good condition and thoroughly inspected for any
defects before using. Defective tools shall be tagged and removed from service.
157. Battery Room.
------------
157.1 Smoking in any battery room is STRICTLY PROHIBITED.
157.2 No person shall cause or use open flames, braze, burn, or weld in
such a room or area except when given specific permission to do so by the
supervisor in charge. The room or area shall be thoroughly ventilated prior to
and during work.
<PAGE>
General - 23
157.3 Rubber apron or equivalent, rubber gloves, safety glasses and
face shield shall be worn when taking battery readings and performing related
maintenance, such as adding water, etc.
157.4 Rubber apron or equivalent, rubber boots, rubber gloves, chemical
goggles and face shield shall be worn during battery change-out operations.
158. Use of Furnaces and Torches.
---------------------------
158.1 Furnaces and blow torches must be kept clean and in proper
working condition and proper fuel used for which furnace is designed.
158.2 Reservoirs of furnaces and blow torches must not be opened while
the devices are in operation.
158.3 Compound kettle and solder pot must be removed or properly held
while furnace is being pumped.
158.4 Compound kettles shall never rest on top of solder pots while
heating. If the furnace is not equipped with a hood on which to place the
compound kettle, the solder pot shall be removed to provide a place to heat the
kettle.
158.5 Lighted furnaces or blow torches shall not be left unattended.
158.6 Blow torches or furnaces shall not be used in the premises of a
garage or other location where flammable vapors may be present. A soldering iron
or solder pot and ladle should be used in such places.
158.7 Never attempt to light a blow torch where there is a danger of
igniting rubbish or other material.
158.8 The flame of a blow torch will conduct electricity and therefore
shall not be brought too close to energized conductors of high voltage.
158.9 Before storing furnace or torch, release the pressure and leave
it released.
159. Industrial Bottled Gas.
----------------------
Cylinders shall always be considered as being full and handled with
care. Accidents have resulted when containers under partial pressure were
thought to be empty.
<PAGE>
General - 24
159.1 Handling, transportation and storage.
All employees involved in handling and/or using industrial bottled gas
shall be instructed in its proper handling, moving, storage, installation and
use.
159.2 All gas cylinders shall be secured while in storage, in transport
and while in use. Valve protective cap shall always be in place except while
using gas. Gas cylinders shall be stored and used in a vertical position.
159.3 Use every precaution to prevent tipping or dropping gas
cylinders. If top is broken off, a cylinder could become a dangerous projectile.
Where it is not practical to use a hand truck or other vehicle, compressed gas
cylinders containing nitrogen, breathing air and other non-flammable gasses may
be dragged or rolled across snow, ice, grass, dirt, gravel or crushed rocks for
short distances as long as the valve protective cap is in place and the
cylinders are not permitted to strike other surfaces violently.
159.4 Employees shall not accept delivery of, or use any gas bottle or
cylinder that is damaged or not properly identified.
159.5 Storage rooms for flammable gases shall be fire resistant, dry,
and well ventilated to prevent the accumulation of explosive concentrations of
gas. No source of ignition or open flame shall be permitted. Smoking shall be
------------------------------------------------------ ----------------
prohibited.
- ----------
159.6 Empty cylinders shall be stored in an area designated for only
empty cylinders or shall otherwise be identified as empty. Close the valves and
replace the valve protection cap, if the cylinder is designed to accept a cap.
159.7 Acetylene cylinders shall always be used in a vertical position
and never regulated above 15 PSI (line gage) into hoses or pipelines.
159.8 Oxygen shall be used only with equipment that has been cleaned
for oxygen service. Never use oil, grease or solvents on oxygen equipment or
handle same with oily hands or gloves.
159.9 Fuel gas cylinders in which leaks occur shall be taken out of use
immediately and handled as follows:
Close the valve and take the cylinder outdoors well away from any
source of ignition. Properly tag the cylinder and notify supervision. A
regulator attached to the valve may be used temporarily to stop a leak through
the valve seat.
<PAGE>
General - 25
If the leak occurs at the fuse plug or other safety device, take the
cylinder outdoors well away from any source of ignition, open the valve
slightly, and permit the gas to escape slowly. Tag the cylinder plainly. Post
warnings against approaching with lighted cigarettes or other sources of
ignition. Promptly notify supervision, who will in turn make arrangements for
returning the cylinder to the supplier.
160. Compressed Air, Use of.
----------------------
160.1 Compressed air used for cleaning purposes shall not exceed 30 PSI
when the nozzle end is obstructed or dead ended where blowback can occur, and
then only with effective chip guarding and personal protective equipment.
160.2 Employees using compressed air for cleaning purposes shall use
proper eye, hand and, when necessary respirator protection.
161. Machine Shop.
------------
161.1 Machine Shop Area shall be kept free from waste and excess
material, which could create safety hazards. All unnecessary personnel are to
stay clear of the work area.
161.2 Safety equipment such as goggles, face shields and gloves shall
be utilized for personnel protection in the machine shop. Any person (including
visitors) having occasion to enter the machine shop shall be required to wear
eye protection.
161.3 All electric tools shall be equipped with three wire cord having
a ground wire permanently connected to the tool frame and means from grounding
the other end; or be of the double insulated type permanently labeled as "Double
Insulated".
161.4 All portable tools not already equipped with a switch that
returns to the off position when the switch is released must be equipped with a
manufactured positive "on-off" control and/or momentary contact "on-off" switch.
Under no circumstances shall a portable power tool be altered or modified
without expressed written approval of the manufacturer, nor shall protective
guards or other safety devices be removed or bypassed.
161.5 Where practicable all machine shop bench work is to be securely
fastened to prevent inadvertent movement while being worked on. Adequate
lighting shall be supplied to illuminate the work.
161.6 Hot material is to be clearly identified so that it will not
accidentally be picked up while cooling off in the shop.
<PAGE>
General - 26
162. Welding and Burning.
-------------------
162.1 All combustible materials shall be removed from the welding or
burning area. Adequately cover any combustible material that cannot be removed.
162.2 When working overhead, adequate protection must be provided for
other workers, and machinery below to prevent hot slag and material from falling
on them.
162.3 The welder must take care not to expose other employees to
welding flashes. Welding screens shall be utilized if other employees are
working in the area and are exposed to welding flashes unless special
precautions are taken.
162.4 The welder and any observers must be protected from the effects
of arc welding rays and from hot slag. Protection shall include goggles with
appropriate lenses, high cut leather boots, helmet, leather apron, and gauntlet
leather gloves. Polyester or synthetic materials shall not be worn because they
could melt or burn.
162.5 To reduce the danger of electrical shock, arc welding electrodes
shall be removed from the electrode holder when not in use. Care shall be taken
to keep walking surfaces clear of electrodes, electrode stubs, or other material
that could cause a slip, trip, and/or fall accident.
162.6 When welding or burning is confined to poorly ventilated places,
forced ventilation must be provided to ensure a breathable atmosphere and to
eliminate the buildup of dangerous fumes and gas concentrations. (See Policy X
in Policy/Procedure Section).
162.7 Never lubricate oxygen or acetylene equipment or fittings used in
gas welding. Care shall be taken so that they do not become contaminated with
oil or grease. Hoses and equipment must be examined for cracks, leaks, and loose
connection before use.
162.8 Employees shall inspect the general area where welding or burning
is to take place prior to the start of the job to ensure that there are no
hazardous materials present. Fire fighting equipment shall be in a stand-by
condition at the site of the welding or burning job. A final check for fire
shall be made 1/2 hour after the completion of a job.
<PAGE>
General - 27
163. Elevators.
---------
163.1 Maximum capacity ratings of elevator must not be exceeded. When
transporting heavy objects with elevator, establish weight of the object to be
moved.
163.2 Boards, piping, ladders, etc. shall not protrude through elevator
escape hatch. These objects may snag control cables, catch the side of the
elevator shaft or cause injury.
163.3 Only qualified repairers may perform maintenance or emergency
repair work on elevators and associated equipment. Prior to conducting repairs,
station tagging procedure is to be followed. When work is to be performed on cab
of elevator or in pit, a helper shall be appointed to stand by and tend
repairers.
163.4 If anyone is trapped in elevator between floors or if doors will
not open, no attempt should be made to get out of elevator alone. Help can be
summoned with the use of elevator alarming devices or installed telephone.
163.5 Elevator doorways and doorway tracks are to be kept clean at all
times.
164. Metal Tapes, Rules and Hand Lines.
---------------------------------
164.1 Employees shall not use metal tapes or measuring tapes having
metal strands woven into them, metal-bound rules, wire- bound hose, hand lines
or rope with wire strands when working on or near energized equipment or lines.
165. Ladders.
-------
165.1 Only approved wood or fiberglass ladders will be used around
electrical equipment. Defective ladders shall be so tagged and removed from
service.
165.2 Ladders must be equipped with approved safety feet, but;
regardless of this, when used on cement, tile or iron floors or other smooth or
slippery surfaces, they shall be held by another employee or firmly lashed.
(This does not necessarily apply to stepladders.) Where practicable, the top of
the ladder shall be lashed to prevent side slip.
165.3 Care shall be taken that stepladders are fully opened out with
braces in place before stepping on them. Tools and other materials shall not be
left on the steps of ladders as they might fall on any one moving the ladder.
<PAGE>
General - 28
165.4 Employees should not carry anything on a ladder which will
interfere with sufficient use of the hands for holding on to the ladder and they
should grasp the sides rather than the rungs of the ladder. Employees shall not
slide down ladders and shall always face the ladder when ascending or
descending.
165.5 The foot of a ladder should not be placed less than one-quarter
of its length nor more than one-third of its length from the wall or vertical
surface against which the top is leaned unless lashed or otherwise secured. When
on ladders employees shall avoid leaning or reaching too far to the side.
165.6 Ladders painted with nontransparent paint or reinforced
longitudinally with metal shall not be used. They should be coated with oil,
shellac or insulating varnish which does not conceal defects which may develop.
166. Hand Tools.
----------
166.1 All hydraulic tools which are used on or near energized lines or
equipment shall be equipped with nonconducting hoses having adequate strength
for the normal operating pressures.
166.2 All pneumatic tools which are used on or near energized lines or
equipment shall be equipped with hoses having adequate strength for the normal
operating pressures, and have an accumulator on the compressor to collect
moisture.
166.3 All hydraulic tools shall have all pressures within the hoses
released before connections are broken.
167. Chains Saws.
-----------
167.1 Extreme caution must be used when operating any type of chain
saw. Before operating a gasoline powered chain saw, the operator shall assure
that all handles and guards are in place and tight, that all controls function
properly, and that the muffler is operative.
167.2 Employees operating chain saws must wear approved eye protection.
167.3 When operating a gasoline powered chain saw on the ground, leg
protection is required. The gasoline powered saw shall be started on the ground
or where otherwise firmly supported and when all other employees are clear of
the saw.
167.4 When operating gasoline powered chain saws for more than a few
minutes at a time, hearing protection is required.
<PAGE>
General - 29
167.5 Gasoline powered chain saws must be equipped with a chain brake
and the brake must be operating properly.
167.6 When working out of aerial lift units, hydraulic chains saws will
be used under normal everyday type situations.
In unusual situations and with local supervisory approval, it is
permissible to use an approved gasoline powered saw out of an aerial lift unit.
168. Snowmobile and All Terrain Vehicle (ATV) Use.
--------------------------------------------
168.1 All State of Maine laws and regulations pertaining to the
operation of snowmobiles and ATVs must be observed when employees are operating
this equipment on Company business.
168.2 Extreme care must be exercised while operating snowmobiles and
ATVs. Special attention is called to cables, rocks, stumps, logs, etc.
168.3 Operators must have their machines under control at all times.
Speeding and reckless driving will not be tolerated.
168.4 While operating or riding snowmobiles and ATVs, employees must
wear a snowmobile/ATV helmet and eye or face protection.
168.5 Only 4 wheel all terrain and tracked modified vehicles will be
allowed to be used for Company operations.
169. Communication Facilities
------------------------
169.1 To protect eyes from being injured by lasers and/or microwave
radiation, employees shall not look into an open waveguide or antennas or fiber
optic cable. (See Policy III in Policy & Procedure Section)
170. Staging and Suspended Scaffolding
---------------------------------
170.1 All employees who install, dismantle or use staging and manually
or power operated scaffolding shall be properly instructed and fully qualified
in the use of this equipment.
170.2 Before installing any scaffold, it must be assured that roof or
supporting structure is capable of safely supporting combined load of workers,
material and the scaffold itself.
170.3 Employee in charge of work involving the use of staging or
scaffolding shall first determine that equipment is capable of safely supporting
such loads as may be imposed upon
<PAGE>
General - 30
it, and then regularly inspect erected staging and scaffolding while work is in
progress to assure equipment is maintained, kept clean of hazardous material and
used in a safe and proper manner.
170.4 Employees shall assure that platforms, midrails, toprails and
toeboards are properly installed and secured on staging over ten (10) feet in
height. Planks, when used shall extend over their end supports not less than 6"
or more than 18". All work platforms must be fully decked when over ten (10')
feet in height.
170.5 A scaffold shall be secured to the building or structure at
intervals not to exceed 30 feet horizontally and 25 feet vertically. All hanging
platforms shall be properly tied and secured to prevent swaying.
170.6 Never install scaffolds or staging in the vicinity of exposed
electrical circuits until it is assured that such exposed circuits cannot affect
any part of the scaffold or staging assembly unless properly covered or
barricaded.
170.7 Approved safety belts and life ropes are recommended while
constructing or erecting staging, or working from scaffolding.
<PAGE>
General - 31
PART 2
GENERAL RULES FOR ALL SUPERVISORS
Definition: Supervisor, as here used, shall mean the person
directly in charge of the employees, regardless of customary
title.
It shall be the duty of department heads or supervisors to have all
trucks and plants equipped with sufficient first aid material, protective
devices and other necessary safety equipment.
It shall be the duty of the supervisor in charge to provide the number
of workers sufficient to do any particular job safely.
175. Supervisory Responsibility.
--------------------------
175.1 If more than one person is engaged in work at any one location,
one of them shall be designated as locally in charge of the work. When, for any
reason, two or more crews are combined in work at any one location, one person
shall be designated by the proper authority to act as supervisor of the combined
crew.
175.2 The responsibility for an accident will be placed on the
supervisor unless investigation shows it to be due to conditions or
circumstances beyond the Supervisor's control. The Supervisor is required to
STUDY, OBSERVE and ENFORCE all department rules and instructions as well as
general rules.
176. Selection, Observation and Instruction of Workers.
-------------------------------------------------
176.1 The supervisor shall ensure that the employees are qualified
physically, mentally and by training to perform safely the work assigned to
them.
176.2 The supervisor shall ensure that employees are trained in and
familiar with the safety related work practices, safety procedures, and other
safety requirements in this manual that pertain to their respective job
assignments. Employees shall also be trained in and familiar with any other
safety practices, including applicable emergency procedures (such as pole top
and manhole rescue, etc.) that are related to their work and are necessary for
their safety. All training shall be documented.
176.3 The supervisor shall ensure that employees working on or with
energized lines and equipment at 50 volts or more are trained in CPR/first aid
with the first 3 months of hire to
<PAGE>
General - 32
ensure 4 minute response and maintain certification. The supervisor shall
instruct all employees to report accidents and obtain first aid treatment for
injuries immediately. (See Policy XII in Policy/Procedure Section)
176.4 The supervisor shall, on an annual basis, inspect and document
the knowledge of safety rules and practices of their employees.
179. Protection of the Public.
------------------------
179.1 The supervisor shall take all possible measures to protect the
public from danger in connection with the work. Danger signs and barriers shall
be so placed that they will effectively warn persons away from dangerous places.
Supervisors shall use all proper means to prevent unauthorized persons from
approaching dangerously close to work being done.
180. Procedure in Case of Accident.
-----------------------------
180.1 The supervisor shall render prompt medical attention and call an
ambulance, if necessary, at any accident situation.
180.2 The supervisor shall promptly report all injuries involving
employees, members of the public, or property damage, in accordance with Policy
I.
180.3 The supervisor shall obtain the names and addresses of all
witnesses of the accident for the accident report.
180.4 In case of minor injuries that do not require the
attention of a physician, Form 3937 First Report of Injury must
be filled out and sent to the Risk Management Department. (See
Policy I in the Policy/Procedure Section)
181. Retaining Evidence.
------------------
181.1 Any significant article or portion of Company equipment,
apparatus or property that is involved in a serious accident should be carefully
preserved, marked for identification and kept until an investigation has been
made. The supervisor shall call these articles to the attention of other
employees to aid in future identification if needed.
182. Fire Extinguishing Equipment.
----------------------------
182.1 Each supervisor shall see that fire extinguishing equipment is
kept properly maintained and accessible for instant use and shall instruct the
workers in its use.
<PAGE>
General - 33
183. Good Housekeeping.
-----------------
183.1 The supervisor shall ensure that good housekeeping conditions are
maintained in and around the work area.
184. Special Hazards.
---------------
184.1 The supervisor shall ensure that employee training is conducted
and documented if new technology, new types of equipment, or changes in
procedures necessitating the use of safety related work practices are different
from those which employees normally use.
185. Inspections.
-----------
185.1 The Supervisor shall see to it that all tools and devices used
are proper and safe for the purposes. The Supervisor is authorized and required
to inspect regularly all tools, protective devices, equipment and apparatus
owned by the Company or by employees and may forbid the use of any found
defective until properly repaired. This includes unsafe clothing.
185.2 The supervisor will ensure that all hot line tools are removed
from service annually, inspected and tested using the Hot Stick Tester.
<PAGE>
General - 34
PART 3
INSTRUCTIONS FOR OPERATION OF AERIAL BASKET EQUIPMENT
1128. General.
-------
1128.1 All existing Company rules governing the requirements of use of
protective equipment while working on poles and structures shall also apply to
work for aerial baskets. Neither truck, boom, nor aerial basket shall be
depended upon for insulation.
1128.2 Inspection of the boom, basket and liner, and a warmup period
and test before use of all controls is required. The operator shall suspend
operations if at any time the controls do not respond properly and notify his
supervisor. If possible, the basket should be returned to a secure travel
position. Do not move truck if basket cannot be returned to travel position.
1128.3 An approved body belt and shock absorbing lanyard (maximum 6')
and attachment shall be required for any work from an aerial basket.
1128.4 Only those persons who are thoroughly familiar with aerial
basket units and their operation shall be allowed to operate such equipment.
1128.5 All personnel shall stay clear of pressurized oil or air which
is or may be escaping from a ruptured line or fitting. No attempt shall be made
by an employee to stop or slow such a leak by using his hands, feet, or other
parts of his body. The pump, compressor or engine shall be stopped as soon as a
leak is detected or suspected.
1128.6 Employees shall shut off the tool circuit power supply when
tools are not in use.
1128.7 The established load limits of the boom or baskets shall be
strictly observed.
1128.8 The insulated portion of aerial equipment shall not be altered
in any manner which might affect its insulating value.
1128.9 Climbers shall not be worn while performing work from aerial
equipment.
<PAGE>
General - 35
1129. Travel Procedure.
----------------
1129.1 Drivers of aerial basket trucks shall be constantly alert to the
extension of equipment overhead, to the front and to the rear of the truck shall
maintain necessary clearance. Moving the truck into the opposing traffic stream
is hazardous and shall be avoided wherever possible by the planning of the order
of the work.
1129.2 Riding in the basket in right-of-ways, or over rough terrain, or
while truck is traveling between work locations shall not be permitted. Persons
may ride in the basket for short moves at the work location if the basket is
returned to the [cradled] position for each move. Extreme caution shall be
exercised by the driver in such cases.
1130. Setting Up and Taking Down At The Job Site.
------------------------------------------
1130.1 Careful consideration shall be given to the location of overhead
conductors and the surrounding conditions before the truck is moved into the
work position. Every attempt shall be made to place the truck so that all work
areas at that location may be reached by the boom without additional movements
of the truck.
1130.2 Available footing for the truck wheels and/or outriggers shall
be examined carefully and extra precaution taken if there is snow, ice, mud,
soft ground, or other unusual conditions.
1130.3 Before lowering the stabilizers, outriggers or hydraulic jacks,
the operator shall be certain there is no one in a position where he will be
injured.
1130.4 When lowering the bottom to the cradled position, employees
shall stand clear of the path of the basket and the boom.
1131. Before Raising the Basket.
-------------------------
1131.1 The operator at each work location shall check all operations
required to place the basket in the operating position, in using the basket, and
restoring it to the traveling position.
1131.2 The operator shall check to be sure that the outriggers or
stabilizers are in the down position, all parking brakes or devices set, and the
rear wheels of the truck chocked.
<PAGE>
General - 36
1131.3 When the boom must be maneuvered over a street, sidewalk, or
highway, necessary precautions shall be taken to avoid accidents with traffic or
pedestrians. A flag person shall be used when necessary.
1131.4 Entering the basket must be done from the normal stored position
or with the basket resting close to the ground or firm surface. The employee
shall not enter or leave the basket by walking the boom. Transferring from the
basket to a pole or structure, or from a pole or structure to the basket shall
not be permitted.
1131.5 When occupied, the aerial basket shall not be operated from any
controls other than those in or in the basket. The operator shall note the
location of all obstructions, so that the basket or boom will not contact such
obstructions when [it] is raised, lowered or rotated. The operator should always
face in the direction in which he is moving.
1132. Working Aloft.
-------------
1132.1 All basket operators must stand firmly in the basket. No devices
for additional reach or height shall be permitted.
1132.2 Extreme caution shall be exercised on work at locations where
trailing lines and handlines may create hazards.
1132.3 Baskets should be located under or to the side of conductors or
equipment being worked. Raising the basket directly above energized conductors
or equipment should be kept to a minimum.
1132.4 The employee shall not belt in to an adjacent pole, structure or
equipment while performing work from the basket.
1132.5 The operator shall not extend the basket beyond the protected
work area.
1132.6 Energized conductors and equipment shall be covered with
protective devices in the same manner as if the work were to be done from the
supporting structure.
1132.7 Equipment or materials shall not be passed between a pole or
structure in aerial equipment while an employee working from the basket is
within reaching distance of energized conductors or equipment that are not
covered with insulating protective devices.
<PAGE>
General - 37
1133. Use of Derricks.
---------------
1133.1 Derricks are used to facilitate the operation of placing,
removing and moving poles.
1133.2 In addition to this pole work, the use of derricks may be found
advantageous for such other work as temporarily guying poles, loading poles on
trailers, lowering or raising cable reels and removing large tree limbs.
1133.3 Derricks will be found useful for other work where a point of
suspension several feet above the ground is required to lift objects of a weight
that is within the capacity of the derricks and the trucks with which they are
used.
1133.4 The operator of a derrick may not leave his or her position at
the controls while a load is suspended, unless it can be demonstrated that no
employee (including the operator) would be endangered.
<PAGE>
General - 38
Part 4
INSTRUCTIONS FOR OPERATORS OF AUTOMOTIVE EQUIPMENT
1145. Responsibility of Operator.
--------------------------
1145.1 Employees will be held responsible for accidents to Company
owned automotive equipment while under their care and to privately-owned
equipment while being used on Company business. They are expected not only to
observe all State of Maine motor vehicle laws but, in addition, to use all
possible foresight and care to avoid accidents due to the negligence or mistakes
of other users of the highway. (See Policy III in Policy/Procedure Section)
1145.2 No employee shall operate a motor vehicle which the employee is
not familiar with until adequate instruction has been received.
1145.3 Company vehicles and other vehicles being used on Company
business in which safety belts are available and in working condition, shall not
be driven until the driver and each passenger has fastened his or her safety
belt and shall remain properly restrained at all times while the vehicle is in
motion. Defective safety belts shall be reported in writing immediately and the
garage shall expedite repairs.
1146. Inspection and Maintenance.
--------------------------
1146.1 All equipment provided for Company vehicles shall be
periodically inspected and parts lost or rendered useless shall be replaced at
once.
1146.2 Brakes and steering gear shall be tested by the driver
immediately upon taking charge of the vehicle. Truck brakes shall be again
tested after truck has been loaded. If brakes are found not be working properly,
they shall be repaired at once. If any defects develop while the vehicle is in a
driver's custody, the driver shall make out and turn in to the person
responsible for its maintenance, a complete report of such defects.
1146.3 Headlights and tail lights shall be inspected before any night
driving is done. If found defective, they shall be repaired before the vehicle
is operated. No motor vehicle shall be operated at night unless equipped with
properly-working headlights, tail lights, and other lights or reflectors
required by law.
<PAGE>
General - 39
1147. Speeding - Reckless Driving.
---------------------------
1147.1 All traffic and motor vehicle laws of the localities where
operating shall be strictly observed. "Speeding" and "reckless driving" will be
defined by existing conditions and will not be tolerated. Drivers shall have
their vehicles under control at all times.
1148. Riders.
------
1148.1 Drivers shall not permit unauthorized persons to drive or
operate the vehicle which has been assigned to them. The Company may become
liable for injury to passengers in Company vehicles and the practice of carrying
other than employees is to be discouraged. The judgment of the driver must
determine who shall ride and the driver shall be held accountable. Hitchhikers
should not be given rides under any circumstances.
1148.2 Drivers shall not permit anyone to ride on the running boards or
fenders or any other part of a motor vehicle except on the seats or inside the
body walls. Riders shall not allow their legs to hang over sides or ends of
truck body. Employees shall not be permitted to ride on trailers.
1148.3 Trucks shall not be operated with tail gates or compartment
doors hanging or dangling. Tail gates must be fastened up securely except when
load extends over tail gates.
1149. Warning Flags and Lights.
------------------------
1149.1 On any material that projects more than four feet beyond the
rear of the vehicle body, a red flag must always be hung by day and an approved
light or approved reflector or electric light by night. This also applies to
poles being hauled. All special reflectors and warning devices required by law
shall be provided and maintained in operating condition.
1149.2 Trucks and trailers stopped on the highways shall be properly
protected by red flags, warning signs and traffic cones by day and by warning
signs, approved lights, reflectors or flares by night.
1150. Operating in Traffic.
--------------------
1150.1 Drivers of Company-owned vehicles must always practice the
courtesy of the road toward drivers of other vehicles and pedestrians.
1150.2 When turning or stopping the driver shall use every
means possible to assure clearance from other traffic. The
<PAGE>
General - 40
driver shall clearly signal intention to the drivers of other vehicles that may
be near, using approved methods or signaling devices with which the vehicle is
equipped and placing the vehicle in the proper position or lane. In addition,
the driver shall assure that there is adequate clearance.
1150.3 Drivers shall be on the alert to observe and to be guided by
signals given by other users of the highway. The operator shall concede the
right of way to another driver signaling a desire to pass. Slow moving vehicles
shall keep to the right of the highway as far as possible to allow faster moving
vehicles to pass. When hauling trailers on the open highway or when trucks are
proceeding slowly, the driver only shall signal other vehicles going in the same
direction to pass when the view is obstructed.
1150.4 When approaching road intersections drivers shall reduce speed
and be prepared to stop. Normally, traffic approaching from the right has the
right of way. Regardless of this, in all cases, Company drivers shall be
prepared to yield the right of way to others.
1150.5 Drivers shall always be on the alert for pedestrians crossing
the street either at cross walks or between intersections or walking along the
highway.
1150.6 Drivers must slow down when passing schools and other places
where children assemble and must keep a sharp lookout for children, being ready
for an instant stop if necessary. Special caution must be exercised to avoid
bicycle riders, joggers, etc.
1150.7 A positive stop must be made at "Stop" signs and at blind
entrances of buildings, alleys or enclosures before entering or leaving. After
the stop, drivers shall proceed with caution.
--------------------
1150.8 Drivers of all types of Company vehicles, or vehicles being used
on Company business, when approaching at railroad crossing, whether protected by
gates, watchmen or warning signals or not, shall positively assure themselves
before crossing that there are no trains approaching. Unless a clear view can be
obtained in both directions, vehicles shall be brought to such control that a
complete stop can be made instantly before proceeding across.
1150.9 When fire, police or ambulance vehicles are responding to an
emergency and are approaching from any direction, Company vehicles shall pull as
far to the right as possible and stop as close to the curb as possible and stay
there until such emergency vehicles have passed.
<PAGE>
General - 41
1150.10 Attempts must not be made to pass over vehicles on curves,
grades or street intersections where the view is obstructed or clear space is
insufficient.
1150.11 Vehicles proceeding in the same direction as other vehicles
must be kept at a sufficient distance behind such other vehicles to allow for a
sudden stop under the conditions that exist at the time. Greater distance must
be allowed under slippery conditions.
1151. Hazardous Operating Conditions.
------------------------------
1151.1 When proceeding down hill, vehicles must not be shifted into
neutral. The speed should be reduced and the clutch kept engaged to utilize the
braking effect of the motor. In making stops, the same procedure should be
followed until the speed has been reduced. Brakes should be applied gradually
and sometimes intermittently to overcome the tendency to skid under slippery
conditions.
1151.2 Vehicles shall be provided with tire chains or other approved
anti-skidding devices which shall be used whenever conditions require. These
shall be properly maintained and it shall be the responsibility of the driver to
see that chains are put on when deemed necessary.
1151.3 At all times when blinded by glaring headlights, operator must
slow down and look to the right side of the road. The operator shall keep
vehicle in such control to be able to stop within range of operators vision.
1152. Parking.
-------
1152.1 All laws and ordinances regarding parking shall be strictly
observed.
1152.2 Vehicles shall always be so parked that others may pass with
ease and safety. If possible, always park off the pavement.
1152.3 Vehicles should not be parked on bridges or culverts, on blind
curves, near the brow of hills or at narrow places in the road if this can be
avoided.
1152.4 When stopped on a grade, whether facing up or downgrade, drivers
shall have their wheels at an angle against the curb, where possible, in
addition to making sure that the brakes are properly applied and the vehicle is
in park, low or reverse gear. Wheels shall be blocked if necessary.
<PAGE>
General - 42
1152.5 The engine must not be left running unnecessarily when the
vehicle is left unattended.
1153. Backing Company Vehicles
------------------------
1153.1 The responsibility for avoiding backing accidents belongs to the
driver. The driver must use extreme caution. The driver is responsible to ask
another employee, if available, to assist in guiding the vehicle being backed,
when necessary. This person shall guide the driver from a position where both
the driver, and the rear of the vehicle can be observed.
1153.2 Backing of vehicles shall be avoided whenever possible; however,
if not possible, backing should be done upon arrival at locations rather than
when leaving.
Whenever possible, avoid backing a vehicle into an intersection or a
heavily traveled road. Drive ahead to a safe place for turning.
1153.3 The driver shall walk around the vehicle to check clearance and
possible obstructions before backing. Back immediately after observing, look and
continue to look out the rear window or use mirrors. Back slowly and judge
backing clearances accurately.
1154. Procedure in Case of Motor Vehicle Accidents.
--------------------------------------------
1154.1 All Company vehicle accidents causing damage to property or
injury to persons, however, slight, shall be reported at the scene on Form #4536
provided by the Company for this purpose. This shall include cases in which
Company property is damaged as well as those in which the public is involved.
1154.2 Drivers of Company vehicles, if involved in accidents, shall
always [stop] and give to the proper party their name and address and the name
and address of the Company. They shall also secure names and addresses of all
others involved in the accident as well as the names and addresses of all
available witnesses. All should avoid discussion or arguments or the giving of
statements to any but authorized persons.
1154.3 The driver shall make a report on Form #4500 of all the details
of the accident as soon as possible to his supervisor or department head.
<PAGE>
Transmission & Distribution - 1
SECTION TWO
TRANSMISSION AND DISTRIBUTION
201. General Precautions.
-------------------
201.1 All wires must be treated as "live" unless they have been tested
with an approved testing device and properly grounded, whether disconnected from
the source of supply or not. While working on a phase, at no time shall another
phase be touched.
201.2 Do not work upon wires unless their voltages are known. Do not
lean over or crowd through unprotected wires. Workers should not place
themselves in a position where they are likely to fall on live wires in the
event of an accident.
201.3 Energized switches, fuses, or taps of more than 600 volts
potential must be worked with approved switch sticks and rubber gloves.
201.4 Never startle or distract a person doing work upon live parts
carrying electrical current of any voltage.
201.5 Workers must not trust their weight to span wires, guy wires,
pins or braces. (This does not apply to work involving the use of hook ladders,
bos'n chairs, carriage, etc. providing the conductors worked are properly
secured and lines between ladder and conductor are not the prime support).
201.6 Ground wires shall be examined to see that the connections are
not corroded and that the grounds are effective and in no circumstances shall
grounds be removed while the transformer is in service.
201.7 The weatherproofing or covering on a wire must not be trusted for
protection from electric shock.
201.8 When working on live equipment or lines, even though rubber
gloves are being used, line workers shall avoid, as far as possible, touching
ground wires, guy wires, span wires, secondaries, metal pipes, street lighting
circuits, signal lines or equipment, transformer cases, hangers and other
hardware. Signal lines and telephone lines are included because of the
possibility that they will constitute a ground.
201.9 Broken primary neutral conductors will not normally be repaired
while the circuit is energized, unless the person in charge of the work
determines that the work can be accomplished safely.
<PAGE>
Transmission & Distribution - 2
When repairing broken neutral conductors whether primary or secondary,
they shall be treated as energized conductors.
202. Rubber Gloves.
-------------
202.1 Rubber gloves shall be air-inflated and visually inspected in the
morning and at the start of the afternoon and any other time deemed necessary.
202.2 Rubber gloves with leather protectors shall be worn at all times
while an employee is ascending or descending any structure or ladder to access
or while working on any energized conductor, service or any street light wire
dead or alive, and when opening, closing, or working on any energized padmount
transformer.
202.3 Authorized employees working with hot line tools on voltages up
to and including 38KV shall wear rubber gloves and leather protectors. Rubber
gloves shall not be worn while doing hot line tool work on 115KV or higher
voltages.
202.4 Rubber gloves with leather protectors shall be worn at all times
by persons in the basket when an aerial basket truck is being operated in such a
location that energized equipment or conductors could be reached by extending,
raising, lowering, or rotating the basket in any direction.
Employees occupying the basket may only remove their rubber gloves when
they are in such a position that they can either step from the basket onto the
truck or from the basket onto the ground.
202.5 When it is necessary to make up terminators on energized
structures while working out of a bucket truck, workers may remove rubber gloves
and leather protectors for that portion of the job of installing the terminator
on the conductor.
All energized equipment on the structure must be properly covered with
approved protective equipment prior to removing rubber gloves. In addition the
conductor must be measured and then lowered to a position on the structure where
the employee cannot reach any energized primary conductors. The bucket truck
engine must be shut off before rubber gloves are removed.
202.6 When it is necessary to make up paper and lead joints on
energized structures, workers may remove rubber gloves and leather protectors
after they have reached their work position. Rubber gloves may be removed for
only that portion of the job of applying tape and lead. When using a bucket
truck, engine must be shut off before removing rubber gloves.
<PAGE>
Transmission & Distribution - 3
All energized equipment on the structure must be properly covered with
approved protective equipment prior to removing rubber gloves. In addition, the
cable shall be properly identified on both ends, tested with appropriate
equipment and grounded.
202.7 When it is necessary to change taps in transformers, it is
permissible to remove rubber gloves and protectors, after all exposed energized
wires are properly covered with approved rubber protective equipment and the
transformer completely disconnected from both the primary and secondary
circuits. The primary leads of the transformer must be removed from the cutout
boxes. When using a bucket truck, engine must be shut off before removing rubber
gloves. Appropriate non-porous disposable gloves must be worn when putting hand
into transformer oil to change taps.
202.8 Rubber gloves with leather protectors and hard hats shall be worn
when operating DISCONNECTING AND AIRBREAK SWITCHES, 600 VOLTS OR GREATER. This
applies to both hot lines stick and gang-operated disconnects located indoors or
outdoors.
202.9 When running wire to poles or structures carrying any energized
wires, workers tending reels or handling wire shall wear rubber gloves with
leather protectors with an experienced person always assigned to this work. A
handline must always be attached to the pulling end of the wire and rubber worn
by the worker.
202.10 In changing street lamps approved eye protection shall be worn,
employee shall use rubber gloves with leather protectors unless an approved
lamp-changing device is used, shall work from underneath, if practicable, and
shall keep the body as far away from the lamp and fixture as possible. They
shall protect themselves by parking the vehicle in the direction of traffic, if
possible, near the lamp so that their work is done in front of the vehicle.
203. 15KV Rubber Gloving.
-------------------
203.1 For nominal phase-to-phase voltages above 5KV, up to and
including the 15KV class, work with rubber gloves and sleeves shall be permitted
from an approved aerial basket truck or approved insulated platform.
The preferred method for glove work on energized 15KV class circuits
shall be from an approved aerial basket truck. However, glove work may be
performed from an approved insulated platform. Where necessary, work may be
performed with the use of both an aerial basket truck and insulated platform.
Where necessary, a combination of hot stick, aerial basket and/or platform
<PAGE>
Transmission & Distribution - 4
operations may also be employed. Conventional hot line tools may be used in
conjunction with this procedure providing hot line tool instructions are
followed.
203.2 No work or installation of rubber protective equipment shall be
permitted on energized 15KV conductors from a pole position (lineman spurred
into pole or standing on pole steps or other permanent pole attachments). While
preparing to perform rubber glove work from the platform, approved line guards
shall first be placed on the energized primary conductors above the platform
position with an insulated stick from the pole position. After protective
equipment has been installed, the line worker shall secure the platform to the
pole at a suitable working height and shall then mount the platform and cover
other energized primary conductors and devices which are within reaching
distance of his working position. Secondary conductors, common neutral
conductors, and any other grounded devices below the primary conductors shall
also be covered as the line worker ascends the pole.
203.3 Employees working on energized 15KV equipment from an approved
insulated pole-mounted platform shall keep their feet on the platform at all
times. The safety strap shall be attached to the platform attachment and not to
the pole or other hardware.
203.4 When working on energized 15KV circuits, with rubber gloves, all
conductors or equipment within reaching distance shall be covered with approved
protective equipment except those portions which are actually being worked on.
When work is performed on an energized primary conductor all other conductors,
neutrals, grounds and potential grounds, including the crossarms and any portion
of the pole within reaching distance shall be covered with approved protective
equipment so that these cannot be touched with any part of the body.
203.5 When an energized primary conductor is placed on the crossarm or
against the pole, it shall first be covered with a line hose or line guard when
working on energized 15KV circuits with rubber gloves; and in addition, the
crossarm or pole shall be covered with a plastic arm or pole guard or a rubber
blanket.
203.6 When work is being performed on energized 15KV conductors by
workers in aerial basket and/or by workers working from an approved insulated
platform on the same pole or structure, the work shall be confined to only one
phase of a circuit at a time.
203.7 Work on 15KV class circuits shall be permitted from an approved
aerial basket or approved insulated platform by first class and second class
line workers who have been trained and qualified. A second class line worker
shall be accompanied on
<PAGE>
Transmission & Distribution - 5
the structure by a higher rated fully qualified line worker for a period of not
less than three (3) months or for a longer period of time until fully qualified.
A trained and qualified second class line worker will always be accompanied by a
higher rated fully qualified line worker in the work area while performing 15KV
gloving. When a first class line worker is performing the 15KV gloving method
alone, at least one other qualified line worker of Third Class rating or higher
shall be in the work area. In the work area means on the ground having visual
and verbal contact.
203.8 15KV gloving work will not be performed when weather conditions
are such that the principle of insulate and isolate cannot be maintained. Rubber
gloving work should not be done while it is damp, foggy or raining unless
emergency conditions require it and it can be done safely.
203.9 On 15KV class circuits, installing and removing rubber protective
equipment will be restricted to only those first class and second class line
workers who have been trained and qualified in 15KV gloving with at least a
third class line worker who is totally familiar with the truck operation in the
work area. In the case of the second class Line Worker, a first class Line
Worker must be present.
Exception. Line workers first class who are working alone and are
trained in 15KV gloving may install and remove, for their own protection, rubber
------------------------
protective equipment.
203.10 15KV gloving will not normally be performed after dark. If
circumstances indicate gloving to be the best method to completed a job after
dark, adequate lighting shall be made available as needed to perform the work
safely.
204. Line Worker Working Alone.
-------------------------
204.1 A line worker alone shall not attempt to put back an energized
street light or primary wire which is down on the ground, but shall guard it and
request help.
204.2 A line worker alone finding an energized primary or street light
wire on the ground and being unable to get assistance without leaving the scene,
may cut the wire on adjacent poles and then summon help.
204.3 A line worker or qualified trouble shooter may, while working
alone, perform routine switching of circuits, live line tool work (if the
employee is positioned so that he she is neither within reach of nor otherwise
exposed to contact with energized parts) and emergency repairs to safeguard the
public.
<PAGE>
Transmission & Distribution - 6
204.4 It is the Company's policy that an employee, working alone, shall
request assistance if, in their judgment, the trouble is beyond their ability to
repair safely and adequately alone.
205. Pole Holes.
----------
Pole holes shall never be left unguarded. When it is necessary to keep
holes open overnight, the opening shall be protected by an adequate covering,
reflectors or an approved light, or both.
205.1 Care shall be taken always to dispose properly of excess earth or
stones after setting poles.
205.2 Holes backfiled following pole erection, replacement or removal
shall be checked for settling and the surface maintained not less than level
with the adjacent ground.
206. Handling Poles.
--------------
206.1 When loading, unloading or handling poles, make sure ropes,
tackle and chains are in good condition and of adequate size and strength.
206.2 Don't stand under poles or in front of them when they are being
loaded on or off trailers, carts or trucks. Remember that poles are not straight
and roll in large circles. Keep clear of the ends.
206.3 When piking poles, do not pike from your belt or should or lock
fingers or both hand together. (If a pole fell sideways, a worker would not be
able to get away from it.)
206.4 When poles are being set, a worker should stand at butt with two
cantdogs to prevent pole from rolling off pikes.
206.5 All pole butts and anchor rods shall be removed from the ground
or cut off below ground-level. Pole butts must be properly disposed of and the
hole properly filled.
207. Handling Poles Near Energized Circuits.
--------------------------------------
207.1 Rubber gloves with leather protectors shall be worn at all times
by all employees while handling poles when they might come in contact with
energized wires.
207.2 While handling poles near energized primary lines where adequate
clearance is not available, pole setting guards must be used in addition to
rubber gloves. The automatic feature
<PAGE>
Transmission & Distribution - 7
of the recloser/circuit breaker may be put on "Do Not Reclose" and tagged if the
person in charge deems necessary.
207.3 Pole grounds shall not be installed prior to the setting of the
pole, if placement is within 10 feet of energized conductors.
207.4 Cover shall be installed on energized primary conductors when
setting distribution poles between phases on 34.5 kv circuits.
208. Climbing and Inspection of Poles and Structures.
-----------------------------------------------
208.1 Before climbing poles, ladders or elevated structures, workers
must first check the following conditions: position and condition of ladder,
soundness of the pole or structure, depth and condition of setting, undue
strains that may exist or that will be produced by the proposed work, and the
condition of all fixtures and attachments.
Whenever any of the above conditions are found unsafe or cannot be
properly determined, the instructions for #209, "Temporary Guying of Poles and
Structures" must be followed.
----------------
208.2 All supervisors, or workers in charge of work, must insist on
their line workers using temporary supports for protection when removing wires
from old poles or working on poles where the earth has been partially removed,
jacked up by frost, burned, broken or otherwise damaged.
208.3 Strains on any poles or structures shall not be changed by adding
or removing conductors, transformers, guy wires or other attachment until the
person in charge of the work is assured that the pole or structure will stand
and the altered strains.
208.4 Unqualified employees must use fall arrest equipment, work
positioning equipment, or travel restricting equipment when working at elevated
locations more than 4 feet above the ground on poles, towers, or similar
structures.
The use of fall protection equipment is not required to be
used by a qualified employee climbing or changing location on poles, towers, or
---------
similar structures unless conditions dictate the use of it. Examples of these
conditions are ice, high winds, the design of the structure (unable to hold on
with hands), etc.
208.5 Safety straps must not be placed around the pole above the top
crossarm. Safety straps must not be attached to insulator pins, crossarm braces
or around crossarm beyond the outside pin.
<PAGE>
Transmission & Distribution - 8
208.6 Neither end of the belt shall be allowed to hang loose either in
ascending or descending a pole or structure. Both ends of the safety belt must
be fastened to the "D" ring. The use of an approved, small material has attached
to the ______.
209. Clothing, Footwear and Metal Articles.
-------------------------------------
209.1 At all times where hazards may exist, such as working on or
within reaching distance of energized equipment or lines, employees shall wear
shirts or garments which extend below the elbow so that no skin is exposed at
any time. Clothing such as acetate, nylon, polyester and rayon materials shall
not be worn. Employees that perform work within reaching distance of energized
parts shall not wear conductive articles such as key or watch chains, rings,
wrists bands and necklaces, unless such articles do not increase the hazards
associated with contact with energized parts.
While climbing poles or structures, employees shall wear long
sleeved garments with the sleeves rolled down and shall avoid loose or floppy
clothing.
210. Temporary Guying of Poles and Structures.
----------------------------------------
210.1 Poles and structures that are found unsuitable or unsafe for
climbing must not be climbed until necessary temporary supports are installed
for the safety of the workers.
210.2 Poles and structures may be secured by the following: lashing the
pole or structure to a truck derrick, lashing to a new and sound pole or
structure, or by the use of temporary guys. (Rope smaller than one-half inch may
not be used for this purpose, and where heavy strains are present larger ropes
must be used).
210.3 To install temporary guys, workers must first brace poles with
pike poles and then install temporary guys. Pikes that cannot be properly
grounded must be attended. Whenever the butt condition of the pole presents an
additional hazard, it must be reinforced in addition to the temporary guying to
secure the pole. Pike poles must be removed after the pole is properly guyed and
---------------------------------------------------------------
before other work starts.
- ------------------------
210.4 Any unsafe pole or any pole of questionable safety must be
reported to the supervisor and replaced as soon as the supervisor deems
necessary.
<PAGE>
Transmission & Distribution - 9
211. Qualification of Employees Working On or Near Energized Circuits.
----------------------------------------------------------------
211.1 No line Helper or Apprentice line worker shall be allowed to do
work on any structure in a position that will expose the employee to voltage in
excess of 750 volts between phases except an Apprentice line worker may, for the
purpose of learning, work on voltages from 750 to 5000 volts between phases,
provided he is accompanied on the structure by a line worker 2/C or higher.
211.2 All line workers above the rating of Apprentice line worker may
work on voltages up to 5000 volts between phases, provided, in the case of the
third class line worker, his work is done under supervision.
211.3 Operations on simple structures such as opening and closing
cutouts, changing taps in transformers, installing and removing hot lines
clamps, etc., and installing and removing rubber protective equipment are not to
be considered as actually working on energized circuits.
211.4 Working on energized circuits as applied in Par. 211.2 is to be
interpreted as actually contacting energized circuits by hand and doing such
operations as tying and untying wires, pulling up slack, splicing, making up
deadends, making taps, etc.
212. Opening and Closing Any Line Device Under Load
----------------------------------------------
212.1 A regulation Hot Line Stick shall be used when opening and
closing all line devices. The use of telescopic sticks shall be prohibited to
remove or install cutout doors or close cutouts from the ground or truck bed.
212.2 When connecting or disconnecting hot line clamps on circuits to
be energized or de-energized, a regulation hot line stick shall be used.
212.3 Before removing or installing primary taps using the 15KV gloving
method, all taps shall first be jumpered out.
NOTE: In the case where primary taps are to be installed using bolted
connectors, and the line is to be energized, a hot line jumper must first be
installed using an appropriate regulation hot line stick.
<PAGE>
Transmission & Distribution - 10
213. Grounded Neutral Circuits.
-------------------------
The dangers of working 4160 Y, 12470 Y, 34.5 Y and all single-phase
grounded neutral lines will be greatly reduced if work is done in the following
sequence:
213.1 In connecting equipment, energizing a circuit and all other
energizing jobs, the neutral must be connected first and then phase wire or
-------------------------------
wires.
213.2 In disconnecting equipment, de-energizing a circuit and all other
deenergizing the Phase wire must be disconnected first and then the neutral.
-------------------------------
213.3 In other words, to protect yourself, the neutral must be the
first wire connected and the last one disconnected. In this way, you are
receiving the protection the neutral affords for the longest possible time.
214. Street Lighting Circuits.
------------------------
214.1 Workers shall never handle series incandescent lighting apparatus
or circuits without rubber gloves, whether disconnected from source of supply or
not. These circuits shall be considered as energized primaries at all times.
Workers shall exercise care and never come in contact with such circuits during
their daily work on other lines even through street lighting circuits are
normally dead; they might be crossed with a primary on another part of the
system.
215. Line Transformer in Multiple.
----------------------------
215.1 When working on line transformers that are connected in multiple,
(as well as all other transformers) the secondary leads as well as the primary
leads must be disconnected. This will prevent any feed-back that might occur.
215.2 Three-inch white discs with red "M" must always be nailed on the
crossarm between the pole and the cutout on the right hand side of the pole
facing the cutout and near secondary. This means all installations now in
service as well as all new installations. These discs may be obtained from the
Safety Department.
216. Lighting Arresters.
------------------
216.1 When connecting lightning arresters, always connect the ground
terminal first and when disconnecting the arrester, disconnect ground terminal
last.
<PAGE>
Transmission & Distribution - 11
217. Capacitors.
----------
To discharge capacitors that have been disconnected from a line:
217.1 Remember that even if all cutouts are pulled and clear of the
line, it still contains a "charge" of electricity of a voltage equal to or
greater than that of the line. Wait 5 minutes (or manufacturer's recommendation)
and then discharge it by touching a grounded wire attached to a regulation hot
line stick across the terminals of each unit or each group of multiple connected
--------------------
units. Approved eye protection must be worn.
217.2 This cross-up method of discharge will be instantaneous. It may
give off a little spark or it may produce a real flash. Nobody knows. Keep away
from it.
217.3 When primary cutouts are pulled on a line on which capacitors are
----------
installed, the same precaution shall be taken for handling any part of that line
as would be taken before working directly on capacitors which had been
disconnected for that purpose.
218. Placing 2400V/4160V Wires on Crossarms.
--------------------------------------
218.1 When it is necessary to lay wires of the above voltage on
crossarms they must be protected by line hose and if double arm construction,
the line hose must cover the wire on both crossarms.
219. Emergency Connections.
---------------------
219.1 In case of an emergency, when it is necessary to install a jumper
or by-pass on a cutout, the cutout door must be removed.
219.2 All such temporary connections must be reported to the supervisor
as soon as conveniently possible and confirmed in writing through a Service
Request, Form #1205.
220. Protective Grounding of Transmission and Distribution Lines and
---------------------------------------------------------------
Apparatus.
---------
220.1 No system component will be considered de-energized until
appropriately tested.
All phases of the circuit worked on shall be grounded. The grounding
services used shall first be connected to ground before any connection whatever
is made to the conductor. When removing
<PAGE>
Transmission & Distribution - 12
the grounding devices they shall be disconnected from the conductors before the
ground connection is removed.
When working on transmission line H frame or other multiple pole
structures with standard 34.5KV, 115KV, or 345KV phase spacing, a protective
loop ground at the job site may be limited to only those conductors adjacent to
the pole from which the work is being performed.
This method of job site grounding may only be used in conjunction with
complete three phase grounding of the circuit on both sides of the work site,
either at the job site or other appropriate locations which may include a line
grounding switch.
When the conductor is being opened or closed as in splicing or tapping,
loss grounds shall be applied on both sides of the opening at the job site.
220.2 Workers should stand well below the parts to be grounded in order
to keep the body away from any arc that may occur when ground device is applied.
All conductors shall be treated as alive until they have been tested and
properly grounded.
220.3 Approved grounds, utilizing the loop ground method (where
required), shall be placed between work locations and all known sources of
energy and as close as practical to the work area. When equipment or lines are
de-energized for workers, a visual opening shall be obtained at the
disconnecting location if possible. The line or equipment shall then be tested
for voltage and grounded on both sides of the location where the work is to be
done regardless of whether there is more than one source of supply.
220.4 On all overhead lines (wood poles) that are not equipped with a
neutral or aerial static wire, single point grounding is required. This will
assist in providing an equal potential work area.
Three phase grounding shall be installed so that all phases of the
circuit are electrically interconnected to an existing anchor rod or installed
ground rod. If work is to be done at this location a grounding cluster bar must
be installed.
Single point grounding requires a grounding cluster bar installed at
the work location below the line workers' feet. The cluster bar shall be
connected to at least one phase wire (the one being worked on) within two
sections of the three phase grounding.
<PAGE>
Transmission & Distribution - 13
All poles to be worked on must have a grounding cluster bar (see
Appendix "A").
Note: Whenever the conductor(s) is broken, complete loop grounding on
both sides of the work area must be accomplished with the use of a cluster bar.
220.5 When tree contractors are utilized to assist in restoration
efforts the following shall apply.
When working out of buckets, grounds are not required as long as the
line is treated as energized and proper clearances are maintained.
220.6 When switching or grounding enclosed vaults and metal clad
switchgear, approved head and face protection and switch jacket shall be worn.
When working in "Right of Ways" and the work is done from the ground, a
CMP employee will make sure the line is open. The Line Worker will test, tag and
ground the line at the take off. The ground crew (tree contractor) can then work
to the first break in the line and then contact CMP before continuing work.
221. Wire Stringing Operations.
-------------------------
221.1 Prior to stringing operations a briefing shall be held setting
forth the plan of operation and specifying the type of equipment to be used,
grounding devices and procedures to be followed, crossover methods to be
employed, and the clearance authorization required.
221.2 Where there is a possibility of the conductor accidentally
contacting an energized circuit or receiving a dangerous induced voltage buildup
the conductor being installed or removed shall be grounded or provisions made to
insulate or isolate the employee from the hazard.
221.3 If the existing line is de-energized, proper clearance
authorization shall be secured and the line tested and grounded on both sides of
the crossover or, the line being strung or removed shall be considered and
worked as energized.
221.4 When crossing over energized conductors, rope nets or guard
structures shall be installed unless provision is made to isolate or insulate
the worker or the energized conductor. Where practical, put the recloser/breaker
on "Do Not Reclose" and tagged. In addition, the line being strung shall be
grounded on either side of the crossover or considered and worked as energized.
<PAGE>
Transmission & Distribution - 14
221.5 Conductors being strung in or removed shall be kept under
positive control by the use of adequate tension reels, guard structures,
tielines, or other means to prevent accidental contact with energized circuits.
221.6 When running wire to poles or structures carrying any energized
wires, workers tending reels on the tension trailer and rope trailer or handling
wire shall wear rubber gloves with leather protectors with an experienced person
always assigned to this work. A handline must always be attached to the pulling
end of the wire and rubber gloves worn by the workers. Tension trailers and rope
trailers must be grounded when running on energized poles and shall be grounded
to the system neutral if available.
222. Grounding of Aerial Lift and Derrick Trucks.
-------------------------------------------
222.1 Aerial lift and derrick trucks which are not electrically tested
for the work being performed shall be effectively grounded to the system neutral
or effectively barricaded and considered as energized equipment whenever the
unit is being operated in areas where the derrick or materials being handled
could contact lines or apparatus energized at 600 volts or over.
222.2 Rubber gloves shall be worn by all employees involved in the work
while the derrick is in operation -- in addition to wearing rubber gloves, the
employees operating the aerial lift controls shall stand on the operator's
platform.
230. Hot Line Tools and Hot Line Work.
--------------------------------
The following rule are intended to govern those operations associated
with Hot Line Work which involve personnel assigned to such work. They do not
supersede or invalidate any other existing operating instructions, but are
designed to supplement them. All safety and other operating rules must be
observed at all times.
230.1 Before working on high voltage distribution circuits, the
supervisor shall lay out preliminary plans to follow in doing the actual job and
shall discuss these plans with the crew.
All orders and instructions between supervisor, line workers and other
Crew Members must be repeated back to avoid any misunderstanding when such
orders and instructions are in direct relation to changing or moving the
position of energized circuits and equipment by blocks, ropes or Hot Line Tools.
<PAGE>
Transmission & Distribution - 15
If you do not throughly understand your instructions, do not hesitate
to ask for more information before proceeding with the work.
230.2 Haste or short cuts inconsistent with Safety must not be
permitted.
230.3 Special attention must be given to the condition of poles and
fixtures being worked on and also the adjacent poles and fixtures. Make through
test of poles. If at all in doubt use four rope guys or other suitable support
before starting work.
The spans on each side of the pole on which Hot Line Work is to be done
must be checked for safe clearance of trees, buildings, etc., before untying and
changing the position of any conductors.
230.4 Choose a safe position from which to work. Do not change that
position without first sizing up new position for possible hazards.
230.5 When two or more line workers are working on structure or pole
they must keep clear of each other and work on only one conductor at a time.
Maintain a safe distance from all deenergized conductors and equipment at all
times.
230.6 Unnecessary conversation or distraction of attention of workers
performing Hot Line Work must not be permitted.
230.7 Common ground and neutral conductors carried horizontally on the
side of the pole, below live conductors, must be removed from the pole or
covered with rubber protective devices before work on line conductors is begun.
They shall be worked and handled as though they were live conductors.
230.8 All other low voltage conductors, telephone circuits and other
wires, when within reaching distance, must be removed from the pole or properly
covered with rubber protective devices.
230.9 All live line tools must be wiped clean and inspected for defects
before use each day. Each live line tool shall be inspected annually and tested
using the Hot Stick Tester. The tests shall be documented. Blocks, ropes, and
other equipment must be kept in good condition and thoroughly inspected for any
defects before using. Defective tools shall be tagged and removed from service.
When transporting Hotline Tools to and from a job, they should be
stored in the proper tool bags or trailers.
<PAGE>
Transmission & Distribution - 16
While Hot Line Tools are in actual use on a job, they should be spread
out on a waterproof tarpaulin or tool racks to protect them from dirt and
moisture.
230.10 Hot Line Tools should not be used while it is damp, foggy or
raining unless emergency conditions require the use of such tools and such tools
can be safely used.
230.11 When conductors are being untied from the insulator, keep tie
wires cut short so they cannot contact insulator pins, crossarms or top of pole.
230.12 Care must be exercised to select only those tools which have the
proper voltage rating, mechanical strength and length for the job. When in doubt
as to the strength of a piece of Hot Line equipment, two pieces shall be used.
When work is to be done on a pole or structure carrying an angle in the
line, caution must be used in selecting tools having adequate strength to take
care of additional strain.
230.13 Lines and blocks that are used to tie off conductors and ladders
shall not be tied off to trucks, tractors or other movable equipment unless they
have been made inoperative or they shall be tied off to double bull points,
poles, trees etc. that have adequate holding strength. Do not use rope on
conductors unless insulated from the conductors with link sticks.
230.14 Special ladders and platforms shall meet the following
requirements: Secured to prevent accidental dislodging; Loaded in accordance
with their design; Used only in designed applications; Capable of supporting
without failure at least 2.5 times maximum intended load.
231. Contractors
-----------
231.1 Transmission and Distribution line contractors working for the
Company will be issued Company Safety Instructions and will be required to work
in accordance with them.
231.2 Tree contractors working for the Company will be required to work
in accordance with the latest American National Standard Institute (ANSI) safety
requirements for tree care operations involving pruning, trimming, repairing,
maintaining and removing trees and cutting brush.
<PAGE>
Transmission & Distribution - 17
232. Transmission and Distribution Working and Hot Stick Clearances.
--------------------------------------------------------------
The following is a list of working clearances that shall be
maintained when practical:
2KV - 2 feet
12KV - 3 feet
34.5KV - 4 feet
115KV - 5 feet
345KV - 9 feet
Listed below are OSHA's - AC Live-Line Work Minimum Approach Distances:
<TABLE>
<CAPTION>
Phase to ground Phase to ground
Nominal voltage in exposure exposure
kilovolts phase to (ft-in) (ft-in)
phase DISTANCE DISTANCE
<S> <C> <C>
0.05 TO 1.0 (fn 4) (fn 4)
--------------------------------------------------------------------------------------------------
1.1 to 15.0 2-1 2-2
--------------------------------------------------------------------------------------------------
15.1 to 36.0 2-4 2-7
--------------------------------------------------------------------------------------------------
36.1 to 46.0 2-7 2-10
--------------------------------------------------------------------------------------------------
46.1 to 72.5 3-0 3-6
--------------------------------------------------------------------------------------------------
72.6 to 121 3-2 4-3
--------------------------------------------------------------------------------------------------
138 5o 145 3-7 4-11
--------------------------------------------------------------------------------------------------
161 to 169 4-0 5-8
--------------------------------------------------------------------------------------------------
230 to 242 5-3 7-6
--------------------------------------------------------------------------------------------------
345 to 362 8-5* 12-6*
--------------------------------------------------------------------------------------------------
500 to 550 11-3 18-1
--------------------------------------------------------------------------------------------------
765 to 800 14-11 26-0
</TABLE>
* OSHA allows the minimum approach distance from energized parts to be reduced
to the distances calculated and provided by engineering transient overvoltage
study.
233. Hazardous Energy Control - Lockout/Tagout.
-----------------------------------------
233.1 The energy control program to ensure that employees are protected
from the unexpected release of energy that could cause harm, shall be governed
by the System Operations
<PAGE>
Transmission & Distribution - 18
Department's Switching and Tagging Procedures Manual. (Refer to
Policy XVI in the Policy/Procedure Section)
<PAGE>
APPENDIX "A"
LOOP GROUNDING
graphic
<PAGE>
GRAPHIC
continued
<PAGE>
Substations - 1
SECTION SIX
SUBSTATIONS
601. Entry into Energized Substations.
--------------------------------
601.1 Instruction 141, Section 1 (General) shall apply to all Company
employees entering energized substations.
601.2 Non-Company personnel shall not be allowed in an energized
substation unless accompanied by a qualified Company employee authorized by the
appropriate Company Supervisor.
601.3 All non-Company personnel, while in an energized substation,
shall be required to comply with all Company Safety Instructions, and it shall
be the authorized employee to insure compliance.
602. Clothing, Footwear and Metal Articles.
-------------------------------------
602.1 At all times where hazards may exist, such as working on or
within reaching distance of energized equipment or lines, employees shall wear
shirts or garments which extend below the elbow so that no skin is exposed at
any time. Clothing such as acetate, nylon, polyester and rayon materials shall
not be worn. Employees that perform work within reaching distance of energized
parts shall not wear conductive articles such as key or watch chains, rings,
wrists bands and necklaces, unless such articles do not increase the hazards
associated with contact with energized parts.
602.2 Work in substations shall be performed to maintain maximum
working and hot stick clearances. In no case shall work be performed closer than
the following minimum working and hot stick clearances unless a physical barrier
has been put in place and rubber gloves are worn to prevent accidental contact
with energized equipment or the barrier. Work shall not be performed from a
position which could allow the employee to fall onto any energized conductor or
exposed live part.
Rubber gloves shall be worn on voltages from 300V to 2.1KV. Rubber
gloves and the proper length hot stick shall be used above 2.1KV.
<PAGE>
Substations - 2
Minimum Working and System Hot Stick Clearance
----------------------------------------------
<TABLE>
<CAPTION>
Voltage Company Personnel **Contractors
--------- ----------------- -------------
<S> <C> <C>
2.1KV TO 15KV 2'-0" 10'
34.5KV 2'-4" 10'
115.0KV 3'-2" 12'-6"
345.0KV *8'-6" 20'
</TABLE>
*For 345KV and higher voltages, the minimum working distance may be reduced to
the shortest distance between the energized part and a grounded surface.
**Any reduction to any of the above clearances, in order to allow any equipment
in to do a specific job, must be authorized by the appropriate Company
Supervisor and must be closely and continually monitored by an authorized
Company employee assigned by the appropriate Company Supervisor.
602.3 Hot Sticks
----------
System Voltage Minimum Length Hot Stick
-------------- ------------------------
4 KV 4' or longer
15 KV 6' or longer
34.5 KV 8' or longer
115 KV 8' or longer
345 KV 12' or longer
603. Protective Equipment: Rubber Gloves, Safety Glasses,
--------------------
Faceshield, Hard Hats and Switching
Jackets.
603.1 Rubber gloves shall be properly fitted and used with leather
protectors.
603.2 Rubber gloves shall be worn at all times while an employee is
ascending, working on, and descending any structure carrying any energized
conductor up to and including 38KV. Rubber gloves may be removed after
barricades have been conspicuously placed to warn the worker from coming closer
than the safe working distance of any energized conductor or exposed life part.
<PAGE>
Substations - 3
603.3 When it is necessary to work on control equipment on or near
energized structures, workers may remove rubber gloves, if necessary to perform
------------
the work, after they have reached their work position and are at a safe working
clearance from any energized conductor or exposed live part. While rubber gloves
are removed, work must be confined within a grounded cabinet or enclosure.
603.4 Rubber gloves shall be worn at all times by persons in the basket
when an aerial basket truck is parked and used in such locations that energized
equipment or conductors could be reached by extending, raising, lowering, or
rotating the basket in any direction.
Rubber gloves may be removed after barricades have been conspicuously
placed to warn the worker from coming closer than a safe working distance of the
energized conductor or exposed live part.
603.5 Rubber gloves shall be worn by all employees in the work area
while derricks or aerial baskets are in operation where it is possible to
contact any energized conductor or equipment. Rubber gloves may be removed after
barricades have been conspicuously placed to isolate the work area.
603.6 Rubber gloves shall be worn by employees while doing ground
resistance tests near any energized line or substation.
603.7 Rubber gloves, safety glasses and hand hats shall be worn during
all switching and grounding procedures over 600 volts phase to phase.
603.8 Approved switching jackets, heard hat with approved faceshield
and rubber gloves shall be worn during all switching and grounding procedures
indoors, on metal clad switchgear, and while racking a breaker in or out of
energized switchgear.
603.9 Rubber gloves, hard hat with approved faceshield and safety
glasses shall be worn while testing strain insulators on energized lines and
while neutral testing regulators.
604. Barriers and Barricades.
-----------------------
604.1 The term "barrier' when used in these instructions, means a
physical obstruction such as sheets of insulating material which is intended to
prevent contact with energized liens or equipment.
604.2 The term "barricade" when used in these instructions, means a
visual obstruction such as tapes, flags, nets, screens, or cones intended to
warn and limit access to a hazardous area.
<PAGE>
Substations - 4
604.3 Sufficient access and working space shall be provided and
maintained about electrical equipment to permit ready and safe operation and
maintenance of such equipment. (Reference ANSI C2-1987)
605. Protective Grounding.
--------------------
605.1 Approved grounds shall be placed between the work location and
all sources of electrical energy. When supplemental portable grounding is used,
it shall be of sufficient size to carry the maximum available fault current.
605.2 Prior to connecting grounds, tests shall be made for potential,
using approved test equipment. All conductors and equipment shall be considered
to be energized until grounds have been connected.
605.3 The connection to the substation ground mat shall be the first
connection made and the last connection removed.
605.4 Grounds shall be installed and removed using an appropriate
length hot stick, rubber gloves, hard hat and safety glasses.
If grounds cannot be installed with a hot stick due to obstructions or
clearances, grounds can be installed or removed without a hot stick after each
conductor or terminal has been probed with an approved ground lead.
605.5 Unnecessary slack and conductor loops should be avoided when
installing temporary grounds, to minimize violent conductor movement caused by
magnetic forces in case of a heavy fault.
605.6 Grounds may be temporarily removed from substation equipment for
high voltage testing and other testing as required.
605.7 Derricks and aerial baskets shall be grounded to the substation
ground mat whenever the unit is being operated in areas where it is possible to
contact any energized conductors or equipment.
606. Substation Fences.
-----------------
606.1 When a substation fence must be expanded or removed for
construction purposes, a temporary fence affording similar protection, shall be
provided when the site is unattended. Adequate ground interconnection shall be
maintained between temporary fence and permanent fence.
<PAGE>
Substations - 5
606.2 All gates to substations shall be locked, except when personnel
are present in the substation. All fences, including gates, shall be maintained
to prevent unauthorized entry.
607. Tanks, Transformers, Breakers and Manholes.
------------------------------------------
607.1 When work is to be performed inside a transformer or any unvented
tank, pit, or enclosure, no entry shall be permitted unless the atmosphere is
found to be safe by testing for oxygen deficiency and the presence of explosive
gases or fumes. Where unsafe conditions are detected by testing, the work area
shall be ventilated by forced ventilation and retested before entering.
607.2 No employee shall work in an enclosed area such as a tank,
transformer, breaker and manhole that has top entry only without another
employee available in the immediate vicinity to effect a rescue if necessary.
Where deemed necessary, a harness and lifeline shall be used. The person tending
a lifeline must pay strict attention to the person in the enclosed area.
607.3 In removing a manhole cover, a hook or pulling device shall be
used to drag the cover from its seat. Special care shall be taken by employees
to watch the position of their hands and feet during this operation.
607.4 Portable electric lights used in moist locations and tanks shall
be operated at a maximum of 12 volts.
607.5 Any tank which could be pressurized shall be tested for pressure
and vented before removing covers.
608. Transportation of Compressed Gas Cylinders.
------------------------------------------
608.1 Cylinders of compressed gas used for gas welding and cutting
shall be transported in a secure upright position with valve protection caps in
place unless installed in a special welding vehicle.
608.2 Nitrogen, breathing air, and other nonflammable gases may be
transported in either a secure upright or secure horizontal position with valve
protection caps in place.
609. Doble Testing.
-------------
609.1 A.C. High Pot test equipment, similar to the Doble 10 KV
insulation testing equipment, shall be used in accordance with the following
procedure.
609.2 The person assigned to handle the hook will be required to have
control of the second safety button.
<PAGE>
Substations - 6
609.3 At no time shall the test set be energized unless all personnel
are 2 or more feet from the hook or any exposed part or conductor that will
become energized by the test set. See Safety Instruction 602 (Minimum Working
Clearances).
609.4 Whenever possible, the hook shall be hung free on the equipment
being tested and personnel shall get back a safe distance (2 feet or more)
before the test set is energized.
609.5 When Doble testing insulators that are off the ground and the
person with the hook is not able to operate the safety button, a third person
may be assigned to operate the safety button provided he is directly adjacent to
the person holding the hook.
609.6 Any remote unattended area where there are any electrical hazards
as a result of testing (underground cable, buss duct, and so on) shall be
protected by barricades or other suitable means while testing is in progress to
provide adequate protection to workers or other persons in the area.
609.7 Anyone receiving an electrical contact from Doble test potential
or high voltage D.C. test potential must be taken for medical attention.
610. Precautions While Maintaining Equipment.
---------------------------------------
610.1 Breakers, load tap changers, etc., with mechanical stored energy
such as compressed springs, compressed air or pressurized hydraulic systems must
have the stored energy released or isolated before work is done on the moving
parts of the mechanism. Also, breaker mechanisms shall be pinned to prevent
movement where there is provision to do so.
610.2 Electrical operating potential supply must be opened or removed
to prevent unexpected operation of the mechanism while work is being performed.
610.3 Automatic reclosing shall be in the "Off" position while
performing circuit breaker maintenance.
610.4 Guards shall be provided around all live parts operating at more
than 150 volts to ground without an insulating covering, unless the location of
the live parts gives sufficient horizontal or vertical or a combination of these
clearances to minimize the possibility of accidental employee contact.
(Reference ANSI C2-1987)
<PAGE>
Substations - 7
611. Capacitors.
----------
611.1 After deenergizing a capacitor or bus with a capacitor attached,
wait at least 5 minutes for the internal resistors to drain off any charge on
the capacitor before grounding the capacitor or bus. NOTE: Any individual unit
with a blown fuse shall be grounded separately.
611.2 When testing for potential and grounding, an appropriate length
hot stick, rubber gloves, hard hat and face shield must be used.
612. Current Transformer Secondaries.
-------------------------------
612.1 The secondary of a current transformer may not be opened while
the transformer is energized. If the primary of the C.T. cannot be deenergized
before work is performed on an instrument, relay or other section of a current
transformer secondary circuit, the secondary circuit shall be bridged to avoid
an open circuit condition.
613. Hazardous Energy Control (Lockout/Tagout.
----------------------------------------
613.1 The energy control program to ensure that employees are protected
from the unexpected release of energy that could cause harm, shall be governed
by local procedures, developed and maintained at generating facilities in
accordance with 29 CFR 1910.269 or 1910.147. Such procedures shall apply to all
energy sources except those specifically covered by the System Operation's
Switching and Tagging Procedures. (Refer to Policy XVI in the Policy/Procedure
Section.
<PAGE>
Hydro - 1
SECTION FIVE
HYDRO
PART 1
GENERAL OPERATION
501. Entry into Generating Stations.
------------------------------
501.1 Non-Company personnel shall not have access to areas of a hydro
station unless authorized by an appropriate Company Supervisor.
501.2 All Non-Company personnel, while in a hydro generating station,
shall be required to comply with all Company Safety Instructions.
501.3 Instruction 141, Section 1 (General), Approaching Unfamiliar
----------
Apparatus, shall apply to all Company employees entering hydro stations.
- ---------
502. Barrier and Barricades.
----------------------
502.1 The term "barrier", when used in these instructions, means a
physical obstruction which is intended to prevent contact with energized lines
or equipment. A sheet of insulating material is an example of a barrier.
502.2 Any person working on one or more sections of a switchboard or in
any compartment of an open bus structure where the voltage exceeds 300 volts to
ground shall put physical barriers in place before work begins to prevent
accidental contact with live parts.
502.3 The term "barricade", when used in these instructions, means a
physical obstruction intended to warn and limit access to a hazardous area.
Temporary railings, tapes, flags, nets, screens and cones are examples of a
barricade.
502.4 Any person working in areas normally covered by manhole covers,
grating or removable floor plates, where the covering has been removed, shall
conspicuously barricade the areas before beginning the work.
502.5 Any area beneath overhead loads shall be barricaded and/or
continuous safety supervision shall be provided to minimize personal exposure.
<PAGE>
Hydro - 2
503. Gauge Glasses.
-------------
503.1 When working on high pressure gauge glasses, proper precautions
shall be taken when re-pressurizing the new glass.
503.2 When pressurizing new glasses, all guards will be in place, face
shields shall be worn, and other persons should be clear of the area when
possible.
504. Working on or Near Dams.
-----------------------
504.1 Prior to installing or removing boards, raising or lowering top
gates or hinge gates, or otherwise engaging in work in the immediate headwaters
or tailwaters of a dam, the station operator shall be notified by the person in
charge before work begins and again when work has been completed.
504.2 No log sluice or gate shall be operated for water control nor
shall any abrupt change in generation be made by the station operator without
first notifying person in charge of work and receiving assurance that all
persons are clear of any hazard resulting from such action.
504.3 When persons are working in boats above dams while trash and/or
logs are being sluiced, the boats shall be securely tied or restrained to
prevent them from going through open gates.
504.4 All boats, barges, scows or floats used for operation or
maintenance of Company dams shall be painted with a line of contrasting color on
all sides to indicate the safe maximum loading limit of workers and equipment
which shall not be exceeded.
504.5 Person working on or near dams, in boats or in or near any
situation where the danger of drowning exists shall follow instructions 146,
Working Over or Near Water, and 113.6, Safety Belts and Harnesses, Section 1
- -------------------------- --------------------------
(General).
505. Working in Hydraulic Turbine Wheel Pits. Penstocks or
-----------------------------------------------------
Spiral Cases.
- ------------
NOTE: While performing work in hydraulic turbine wheel pits
the Station's tagging procedures shall be followed.
505.1 Persons working in hydraulic turbine wheel pits or overhauling
hydraulic turbine/generators shall make the headgates and/or butterfly valve
electrically and/or mechanically inoperable and tag it.
<PAGE>
Hydro - 3
505.2 To make the headgate and/or butterfly valve mechanically
inoperable it may require removal or locking the chains, inserting safety pins
or tagging the mechanical operating mechanism. Pad or filler gates shall also be
checked, closed, secured accordingly and tagged. Wheel pits shall be drained in
all cases where persons are on or inside of the rotor.
505.3 To prevent unit rotation, governor and electrical equipment shall
be secured according to individual Station operating procedures.
505.4 Precautions for ventilation shall be taken when working in wheel
pits (See Policy X in Policy/Procedure Section)
505.5 No electrically operated tools or stringer of lights shall be
used in wheel pits unless of low voltage type or fed by a ground fault
interrupter protective device.
505.6 Portable electric lights (hand held) used in wheel pits shall be
operated at a maximum of 12 volts. Individuals entering wheel pits should be
provided with a flashlight in case the power supply is interrupted to portable
lighting.
<PAGE>
Hydro - 4
PART 2
ELECTRICAL SAFETY
541. Rubber Gloves.
-------------
541.1 Person wearing rubber gloves for electrical protection shall
air-inflate and visually inspect rubber gloves prior to use.
541.2 Rubber gloves shall be properly fitted and used with leather
protectors.
542. Clothing, Footwear and Metal Articles.
-------------------------------------
542.1 At all times where hazards may exist, such as working on or
within reaching distance of energized equipment or lines, employees shall wear
shirts or garments which extend below the elbow so that no skin is exposed at
any time. Clothing such as acetate, nylon, polyester and rayon materials shall
not be worn. Employees that perform work within reaching distance or energized
parts shall not wear conductive articles such as key of watch chains, rings,
wrist bands and necklaces, unless such articles do not increase the hazards
associated with contact with energized parts.
542.2 All conduction and equipment which normally operate below 600
volts shall be considered energized until determined to be de-energized by
tests.
542.3 The term "working on", when used in this instruction (542)
applies to the handling, connecting or disconnecting of energized parts without
the use of special tools or equipment.
542.4 When working on equipment energized above 300 volts rubber gloves
with leather protectors, safety glasses, hard hat with face shield and a
switching jacket shall be worn.
542.5 Rubber gloves, face shield and switching jacket are not required
when testing with insulated test leads or operating insulated test switches and
equipment operating below 600 volts.
543. Protective Equipment for Energized Electrical Equipment Operating at
--------------------------------------------------------------------
600 Volts and Above.
-------------------
543.1 When it is necessary to work on control equipment on or near
energized structures, person may remove rubber gloves, to perform the work,
after they have reached their work position and are at a safe working clearance
from any energized conductor or exposed live part. While rubber gloves are
removed, work must be confined within a grounded cabinet or enclosure.
<PAGE>
Hydro - 5
543.2 Rubber gloves shall be worn at all times by persons in the basket
when an aerial basket tuck is parked and used in such a location that energized
equipment or conductors could be reached by extending, raising, lowering, or
rotating the basket in any direction.
Rubber gloves may ve removed after barricades have been conspicuously
placed to warn any person from coming closer than a safe working distance of the
energized conductor or exposed live part.
543.3 Rubber glove shall be worn by all persons in the work area while
derricks or aerial baskets are in operation where it is possible to contact any
energizing conductor or equipment. Rubber gloves may be removed after barricades
have been conspicuously placed to isolate the work area.
543.4 Rubber gloves shall be worn by any person doing ground resistance
tests near any energized line or substation.
543.5 Rubber gloves, safety glasses, and hard hat with approved face
shield must be worn during hot stick switching and grounding procedures and when
operating and energized breaker with a control switch or handle mounted on or
adjacent to the breaker.
543.6 Rubber gloves, safety glasses, and hard hat with approved face
shield and approved switching jacket must be worn during all switching and
grounding procedures indoors, on metal clad switchgear and while racking a
breaker in or out of energized switchgear.
543.7 Rubber gloves, safety glasses and hard hat must be worn during
all other switching not specifically covered in 543.5 and 543.6.
544. Minimum Working and Hot Stick Clearance
---------------------------------------
544.1 Work in hydro generating stations shall be performed to maintain
maximum working and hot stick clearances. In no case shall work be performed
closer than the following minimum working and hot stick clearances unless a
physical barrier has been put in place and rubber gloves are worn to prevent
accidental contact with energized equipment or the barrier. Work shall not be
performed from a position which could allow the employee to fall onto any
energized conductor or exposed live part.
<PAGE>
Hydro - 6
Minimum Working and Hot Stick Clearance
---------------------------------------
System Voltage Company Personnel **Contractors
- -------------- ----------------- -------------
2.1 KV - 15 KV 2'-0" 10'
34.5 KV 2'-4" 10'
** Any reduction to the above clearances, in order to allow any
equipment in to do a specific job, must be authorized by the Area Supervisor and
must be closely and continually monitored by an authorized Company employee
assigned by the Area Supervisor.
544.2 Hot sticks shall be selected based on system voltages.
System Voltage Minimum Length Hot Stick
- -------------- ------------------------
4 KV 4' or longer
15 KV 6' or longer
34.5 KV 8' or longer
544.3 Guards shall be provided around all live parts operating at more
than 150 volts to ground without an insulating covering, unless the location of
the live parts gives sufficient horizontal or vertical or a combination of these
clearances to minimize the possibility of accidental employee contact.
(Reference ANSI C2-1987)
545. Capacitors.
----------
545.1 After de-energizing a capacitor or generator leads with a
capacitor attached, wait at least 5 minutes for the internal resistors to drain
off any charge on the capacitor before grounding the capacitor or generator.
545.2 When testing for potential and grounding, appropriate length hot
stick, rubber gloves, safety glasses, hard hat with face shield and an approved
switching jacket must be used.
546. Protective Grounding.
--------------------
NOTE: The following safety instructions apply to grounding
electrical equipment within or about CMP Hydro Generating
Stations.
546.1 All conductors and equipment which normally operate at or above
600 volts shall be treated as energized until grounds
<PAGE>
Hydro - 7
have been connected. Working clearances shall be maintained while testing for
potential voltage and while installing and removing grounds.
546.2 Approved ground shall be place between the work location and all
sources of electrical energy. When supplemental portable grounding is used, it
shall be of sufficient size to carry the maximum available fault current.
546.3 Approved rubber gloves, safety glasses, hard hat with face shield
and approved switching jacket shall be worn while testing for potential voltage
and while installing and removing grounds.
546.4 Prior to connecting grounds, tests shall be made for potential,
using approved test equipment.
546.5 The connection to the station ground system shall be the first
connection made and the last connection removed.
546.6 Portable grounds must be installed and removed using an
appropriate length hot stick.
If after testing for potential the grounds cannot be installed or
removed with a hot stick due to obstructions or clearance, grounds can be
installed or removed by hand after each conductor or terminal has been probed
with an approved ground lead using appropriate length hot stick while wearing
all required personal protective equipment.
546.7 Unnecessary ground slack and conductor loops should be avoided
when installing temporary grounds to minimize violent conductor movement caused
by magnetic forces in case of a heavy fault.
546.8 Grounds may be temporarily removed from station equipment for
high voltage testing and other testing as required.
546.9 Derrick and aerial baskets shall be grounded to the ground system
whenever the unit is being operated in areas where it is possible to contact any
energized conductors or equipment.
547. Doble Testing.
-------------
547.1 The person assigned to handle the hook will be required to have
control of the second safety button.
547.2 When Doble testing, if the person with the hook cannot be seen by
set operator, a third person shall be assigned to
<PAGE>
Hydro - 8
operate the safety button provided he is directly adjacent to the person holding
the hook.
547.3 At no time shall the test set be energized unless all personnel
are two or more feet from the hook or any exposed part of the stator or
conductor that will become energized by the test set. See Safety Instruction
544, Minimum Working and Hot Stick Clearance.
547.4 Whenever possible, the hook shall be hung free on the equipment
being tested and personnel shall get back a safe distance (2 feet or more)
before the test set is energized.
547.5 Any remote unattended areas where electrical hazards exist as a
result of testing (such as generators or generator leads) shall be protected by
barricades or other suitable means while testing is in progress to provide
adequate protection to all persons in the area.
547.6 Anyone receiving an electrical contact from Doble Test potential
or high voltage D.C. test potential must be taken for medical attention.
548. Other High Potential Testing
----------------------------
548.1 See Instruction 149 Section (General), High Potential
--------------
Test Equipment.
- --------------
549. Starting Compensators.
---------------------
549.1 All starting compensators, where possible flashover hazards
exist, shall be operated so the position of the operator will not be directly in
front of the compensator.
550. Fuses, Circuit Breakers and Commutator Brushes.
----------------------------------------------
550.1 When working in the vicinity of live commutator brushes, use
every precaution to prevent arcing. Extreme caution shall be used while working
on slip rings, brush rigging or commutators of machines while in motion. Only
persons who have received special instructions shall perform such work. Before
exciter or generator field brushes are changed while the generator is in
service, the exciter or generator shall be checked to determine whether a ground
condition exists. The brushes may not be changed while the generator is
energized if the ground condition exists.
550.2 Where practical, control fuses shall be changed only when both
sides of the fuse receptacle are de-energized to eliminate the possibility of
arcing.
<PAGE>
Hydro - 9
550.3 Where practical, control fuses shall be handled with fuse pullers
insulated for the voltage rating of the fuse.
550.4 Blown control fuses shall be replaced with fuses of the proper
voltage, amperage rating and characteristics to ensure protection of personnel
and equipment. Appropriate fuse sizing shall be checked before replacing fuses.
551. Handling Switchboard Equipment.
------------------------------
551.1 All unguarded metal parts of devices on switchboards shall be
handled as if operating at the highest voltage to which any portion of the
equipment on the same switchboard panel, or adjacent panels, may be subjected
unless the parts are known, by test or actual first-hand information, to be free
form such voltage.
551.2 In passing near any switchboard or machine in operation, no
person shall touch it unnecessarily or allow tools or other objects of any kind
to touch the apparatus or connections.
551.3 Sufficient access and working space shall be provided
and maintained about electrical equipment to permit ready and
safe operation and maintenance of such equipment. (Reference ANSI C2-1987)
552. Cleaning of Electrical Apparatus.
--------------------------------
552.1 Only rags free from metal shall be used near energized parts.
552.2 When air equipment is used around energized parts the equipment
must be equipped with approved nozzles of nonconducting material and moisture
separators, where required.
552.3 If solvents are sprayed on live electrical equipment, the solvent
shall be non-conductive and non-flammable.
553. Current Transformer Secondaries.
-------------------------------
553.1 The secondary of a current transformer may not be opened while
the transformer is energized. If the primary of the C.T. cannot be deenergized
before work is performed on an instrument, relay or other section of a current
transformer secondary circuit, the circuit shall be bridged to avoid an open
circuit condition.
<PAGE>
Hydro - 10
554. Hazardous Energy Control (Lockout/Tagout).
-----------------------------------------
554.1 The energy control program to ensure that employees are protected
from the unexpected release of energy that could cause harm, shall be governed
by local procedures, developed and maintained at generating facilities in
accordance with 29 CFR 1910.269 or 1910.147. Such procedures shall apply to all
energy sources except those specifically covered by the System Operation's
Switching and Tagging Procedures.(Refer to Policy XVI in the Policy/Procedure
Section)
<PAGE>
Fossil - 1
SECTION SEVEN
FOSSIL
PART 1
GENERAL OPERATIONS
700. Entry into Fossil Generating Stations.
-------------------------------------
700.1 Non-Company personnel shall not have access to fossil station
areas unless authorized by an appropriate Company Supervisor.
700.2 All Non-Company personnel, while in a fossil generating station,
shall be required to comply with all Company Safety Instructions.
700.3 Instruction 120, Section 1 (General), Approaching Unfamiliar
----------------------
Apparatus, shall apply to all Company employees entering fossil stations.
- ---------
701. Barricades.
----------
701.1 The term "barricade", when used in these instructions, means a
physical obstruction intended to warn and limit access to a hazardous area.
Tapes, flags, nets, screens and cones are examples of a barricade.
701.2 Any person working in areas normally covered by manhole covers,
grating, or removable floor plates, where the covering has been removed, shall
conspicuously barricade the areas before beginning the work.
701.3 Any area beneath overhead loads shall be barricaded and/or
continuous safety supervision shall be provided to minimize personal exposure.
701.4 Sufficient access and working space shall be provided
and maintained about electrical equipment to permit ready and
safe operation and maintenance of such equipment. (Reference ANSI C2-1987)
702. Repairs to Steam and Hot Water Pipes and Auxiliary Equipment Connected
----------------------------------------------------------------------
to Them.
-------
702.1 Whenever a section of steam or hot water piping or any auxiliary
equipment connected to it is to be shut off for repair, all necessary valves
shall be closed and properly tagged according to the Station's tagging
procedure.
<PAGE>
Fossil - 2
702.2 All valves which, if operated while equipment is being repaired,
could affect the safety of persons or equipment shall be tagged.
702.3 The person in charge of the work will then take clearance,
perform the work, and release clearances according to the Station's operating
procedures. All persons shall be accounted for before returning equipment to
service.
702.4 Repair of pipes, fittings, valves or other apparatus under
pressure shall be prohibited.
703. Chlorine Systems.
----------------
703.1 Only designated employees may enter restricted areas containing
chlorine systems. These areas shall be posted to warn of entry, health hazards
and fire and explosion. Emergency repair kits shall be available near the area
and the system must be purged with dry air prior to any repair work so that no
improper mixture of chlorine occurs.
<PAGE>
Fossil - 3
PART 2
FUEL OIL TRANSFER OPERATION AND STORAGE
720. Discharge of Fuel Cargo.
-----------------------
720.1 During discharge of fuel cargo, electric or gas welding or open
flame is not permitted beyond the main gate leading to the dock, along the
transfer line to the tank farm, within the tank farm area, or within the oil
tunnels.
720.2 Before any hotwork in these areas is allowed to begin at any
other time the United States Coast Guard (U.S.C.G.) shall be notified.
720.3 All requirements of the Sation's U.S.C.G. Welding and Hot-Work
Permit and any applicable local (Station) permits shall be met.
721. Smoking and Open Lights.
-----------------------
721.1 Smoking o the use of open lights or torches are strictly
prohibited in the vicinity of the dock or vessel.
722. Vessel Arrival.
--------------
722.1 All personnel tending lines for vessel arrival shall wear a
U.S.C.G. approved personal flotation device.
723. Deploying Oil Boom.
------------------
723.1 U.S.C. G. survival suits shall be worn from November 1 to April
30 while deploying, maintaining, or repairing oil boom. From May 1 to October 31
approved personal flotation devices or survival suits shall be worn while
deploying, maintaining, or repairing oil boom.
724. Repair Work.
-----------
724.1 While working on the dock float or near the edge of the dock, a
U.S.C.G. approved personal flotation device shall be worn.
724.2 All boats used for the operation or maintenance of the oil boom
or for float repair shall be painted with a line of contrasting color on all
sides to indicate the safe maximum loading limit which shall not be exceeded.
724.3 Persons working in the boom boat or in or near any situation
where danger of drowning exists shall follow instructions 146, Working Over or
---------------
Near Water and 133.6, Safety
- --------- ------
<PAGE>
Fossil - 4
Belts and Harness, Section (General). Lanyards, Safety Belt or Drop Stop Devices
- -----------------
will be used in the absence of safety rails and on all other jobs where suitable
lanyard support facilities have been installed.
725. Transfer Lines.
--------------
725.1 During transfer of oil no material will be allowed to pass over
any oil transfer line.
<PAGE>
Fossil - 5
PART 3
ELECTRICAL SAFETY
740. Barriers.
--------
740.1 Sufficient access and working space shall be provided
and maintained about electrical equipment to permit ready and
safe operation and maintenance of such equipment. (Reference ANSI C2-1987)
740.2 The term "barrier", when used in these instructions, means a
physical obstruction which is intended to prevent contact with energized lines
or equipment. A sheet of insulating material is an example of a barrier.
740.3 Any person working on one or more sections of a switchboard or
in any compartment of a bus structure where the voltage exceeds 150 volts to
ground shall put physical barriers in place before work begins to prevent
accidental contact with live parts.
741. Rubber Gloves.
-------------
741.1 Persons wearing rubber gloves for electrical protection shall
air-inflate and visually inspect rubber gloves prior to use.
742. Clothing, Footwear and Metal Articles.
-------------------------------------
742.1 At all times where hazards may exist, such as working on or
within reaching distance of energized equipment or lines, employees shall wear
shirts or garments which extend below the elbow so that no skin is exposed at
any time. Clothing such as acetate, nylon, polyester and rayon materials shall
not be worn. Employees that perform work within reaching distance of energized
parts shall not wear conductive articles such as key or watch chains, rings,
wrist bands and necklaces, unless such articles do not increase the hazards
associated with contact with energized parts.
742.2 All conductors and equipment which normally operate below 600
volts shall be considered energized until determined to be de-energized by
tests.
742.3 The term "working on", when used in this instruction (742)
applies to the handling, connecting, or disconnecting of energized parts without
the use of special tools or equipment.
742.4 When working on equipment energized above 150 volts, phase to
ground or above 300 volts, phase, to phase, rubber
<PAGE>
Fossil - 6
gloves with leather protectors, safety glasses, hard hat with face shield and a
switching jacket shall be worn.
742.5 Rubber gloves, face shield and switching jacket are not required
when testing with insulated test leads of operating insulated test switches and
equipment operating below 600 volts.
743. Hazardous Energy Control (Lock/Tagout).
--------------------------------------
743.1 The energy control program to ensure that employees are
protected from the unexpected release of energy that could cause harm, shall be
governed by local procedures, developed and maintained at generating facilities
in accordance with 29 CFR 1910.259 or 1910.147. Such procedures shall apply to
all energy sources except those specifically covered by the System Operations's
Switching and Tagging Procedures. (Refer to Policy XVI in the Policy/Procedure
Section)
744. Switching.
---------
NOTE: The following safe instructions (744.1 and 744.2) for switching
operations apply to switching within or about CMP Fossil Stations. All switching
performed with CMP Substations shall follow Safety Instruction 603 (Protective
Equipment).
744.1 The term "switching", when used in these instructions, means
locally opening or closing a breaker, racking a breaker in or out of service, or
opening or closing disconnects.
744.2 When switching electrical equipment energized at above 600 volts
rubber gloves, safety glasses, hard hat with face shield and approved switching
jacket shall be worn.
745. Minimum Working and Hot Stick Clearance.
---------------------------------------
745.1 Work in fossil generating stations shall be performed to
maintained maximum working and hot stick clearances. In no case shall work be
performed closer than the following minimum working and hot stick clearance
unless a physical barrier has been put in place and rubber gloves are worn to
prevent accidental contact with energized equipment or the barrier. Work shall
not be performed from a position which could allow the employee to fall onto any
energized conductor or exposed live part.
Minimum Working and Hot Stick Clearance
---------------------------------------
System Voltage Company Personnel **Contractors
- -------------- ----------------- -------------
2.1 KV - 15 KV 2'- 0" 10'
<PAGE>
Fossil - 7
** Any reduction to the above clearance, in order to allow any equipment in to
do a specific job, must be authorized by a supervisor and must be closely and
continually monitored by a Company employee assigned by that supervisor.
745.2 Hot sticks shall be selected based on system voltages.
System Voltage Minimum Length Hot Stick
-------------- ------------------------
4 KV 4' or longer
15 KV 6' or longer
Guards shall be provided around all live parts operating at
more than 150 volts to ground without an insulating covering, unless the
location of the live parts gives sufficient horizontal or vertical or a
combination of these clearances to minimize the possibility of accidental
employee contact.
(Reference ANSI C2 - 1987)
746. Capacitors.
----------
746.1 After de-energizing a capacitor or generator leads with a
capacitor attached, wait at least 5 minutes for the internal resistors to drain
off any charge on the capacitor before grounding the capacitor or generator.
747. Protective Grounding.
--------------------
NOTE: The following safety instructions apply to grounding
electrical equipment within or about CMP Fossil
Generating Stations.
747.1 All conductors and equipment which normally operate at or above
600 volts shall be treated as energized until tested and grounds have been
connected. Working clearances shall be maintained while testing for potential
voltage and while installing and removing grounds.
747.2 Grounds used shall be of sufficient size to carry the maximum
anticipated fault current and must be a minimum of No. 2 AWG copper.
747.3 Approved rubber gloves, safety glasses, hard hat with face
shield and approved switching jacket shall be worn while testing for potential
voltage and while installing and removing grounds.
<PAGE>
Fossil - 8
747.4 Prior to connecting grounds, de-energized conductors and
equipment shall be tested for potential voltage.
747.5 The connection to the station ground system shall be the first
connection made and the last connection removed.
747.6 Portable grounds must be installed and removed using and
appropriate length hot stick.
If after testing for potential the grounds cannot be installed or
removed with a hot stick due to obstructions or clearances, grounds can be
installed or removed by hand after each conductor or terminal has been probed
with an approved ground lead using appropriate length hot stick while wearing
all required personal protective equipment.
747.7 Unnecessary ground slack and conductor loops should be avoided
when installing temporary grounds to minimize violent conductor movement caused
by magnetic forces in case of a heavy fault.
748. Doble Testing.
-------------
748.1 The person assigned to handle the hook will be required to have
control of the second safety button.
748.2 At no time shall the test set be energized unless all personnel
are two or more feet from the hook or any exposed part of the stator or
conductor that will become energized by the test set. See Safety Instruction 744
(Minimum Working Clearance).
748.3 Whenever possible, the hook shall be hung free on the equipment
being tested and personnel shall get back a safe distance (2 feet or more)
before the test set is energized.
748.4 Any remote unattended areas where electrical hazards exist as a
result of testing (such as generators or generator leads) shall be protected by
barricades or other suitable means while testing is in progress to provide
adequate protection to all persons in the area.
748.5 Anyone receiving an electrical contact from Doble Test potential
or high voltage D.C. test potential must be taken for medical attention.
748.6 Instruction 148, Section 1 (General), High Potential Testing,
shall apply for other high potential testing.
<PAGE>
Fossil - 9
749. Fuses, Circuit Breakers and Commutator Brushes.
----------------------------------------------
749.1 When working in the vicinity of live commutator brushes, use
every precaution to prevent arcing. Extreme caution shall be used while working
on slip rings, brush rigging or commutators of machines while in motion. Only
persons who have received special instructions shall perform such work. Before
excitor or generator brushes are changed while the generator is in service, the
excitor or generator shall be checked to determine whether a ground condition
exists. The brushes may not be changed if a ground condition exists.
749.2 Where practical, control fuses will be changed only when both
sides of the fuse receptacle are de-energized to eliminate the possibility of
arcing.
749.3 Control fuses will be handled with fuse pullers insulated for the
voltage rating of the fuse.
749.4 Blown control fuses shall be replaced with fuses of the proper
voltage amperage rating and characteristics to ensure protection of personnel
and equipment. Appropriate fuse sizing shall be checked before replacing fuses.
750. Cleaning of Electrical Apparatus.
--------------------------------
750.1 Only wipers free from metal shall be used near energized parts.
750.2 When air equipment, either pressure or vacuum, is used around
energized parts, it must be equipped with approved nozzles of non-conducting
material and moisture separators.
750.3 No solvents shall be sprayed on live electrical equipment above
120 volts. If solvents are sprayed on live electrical equipment at or below 120
volts, the solvent shall be non-conductive and non-flammable.
751. Chemical Cleaning of Boilers.
----------------------------
751.1 Areas where chemical cleaning is in progress shall be restricted
to access.
751.2 If flammable liquids, gases, vapors, or combustible materials
are used or may be produced, the areas must be posted against improper entry,
smoking, welding and other ignition sources.
<PAGE>
EXHIBIT 99.(J)
SCHEDULE J - VOLTAGE REGULATION
FOSSIL GENERATION
- -----------------
<TABLE>
<CAPTION>
STATION SCHEDULE MINIMUM MAXIMUM
UNIT # (KV) (KV) (KV)
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mason
Unit 3-5 Note 1
- ---------------------------------------------------------------------------
W.F. Wyman
Unit 1 120 113 121
Unit 2 120 113 121
Unit 3 120 113 121
Unit 4 355 349 362
- ---------------------------------------------------------------------------
</TABLE>
Note 1: Mason Station voltage regulation is managed by the 345/115 kV
- -------
autotransformers. The generators produce VARs to support the system and
regulate voltage only as a backup.
<PAGE>
SCHEDULE J - VOLTAGE REGULATION
HYDRO GENERATION
- ----------------
<TABLE>
<CAPTION>
STATION SCHEDULE MINIMUM MAXIMUM
UNIT # (KV) (KV) (KV)
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Bar Mills All 35.5 34.5 36.0
- -----------------------------------------------------------
Bonny Eagle All 35.5 34.5 36.0
- -----------------------------------------------------------
Brunswick All 35.5 34.5 36.0
- -----------------------------------------------------------
Cataract/NKL All 35.5 34.5 36.0
- -----------------------------------------------------------
Fort Halifax All Note 2
- -----------------------------------------------------------
Gulf Island,
Deer Rips, All 35.5 34.5 36.0
Androscoggin #3
- -----------------------------------------------------------
Harris Units 1-3 120 113 121
Unit 4 Note 2
- -----------------------------------------------------------
Hiram All 35.5 34.5 36.0
- -----------------------------------------------------------
Kezar Falls All Note 2
- -----------------------------------------------------------
Ledgemere Note 2
- -----------------------------------------------------------
Lewiston Canal All Note 2
- -----------------------------------------------------------
Lockwood Unit 7 Note 2
- -----------------------------------------------------------
Monty All 35.5 34.5 36.0
- -----------------------------------------------------------
North Gorham All 35.5 34.5 36.0
- -----------------------------------------------------------
Oakland (M#2) Note 2
- -----------------------------------------------------------
Rice Rips (M#3) Note 2
- -----------------------------------------------------------
Shawmut All 35.5 34.5 36.0
- -----------------------------------------------------------
Skelton All 35.5 34.5 36.0
- -----------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE J - VOLTAGE REGULATION
<TABLE>
<CAPTION>
STATION SCHEDULE MINIMUM MAXIMUM
UNIT # (KV) (KV) (KV)
- -----------------------------------------------------------
<S> <C> <C> <C> <C>
Union Gas (M#5) Note 2
- -----------------------------------------------------------
West Buxton All 35.5 34.5 36.0
- -----------------------------------------------------------
Weston All 35.5 34.5 36.0
- -----------------------------------------------------------
Williams Unit 1 Note 2
- -----------------------------------------------------------
Wyman Hydro All 120 113 121
- -----------------------------------------------------------
</TABLE>
Note 2: Generation is connected on or near the primary distribution system of
- ------
Central Maine Power Company customers and can have a significant impact on
customer voltages. Generation must be operated not to impact customer voltages
as specified by Maine Public Utility Commission Rules and Regulations.
<PAGE>
EXHIBIT 99.(K)
Schedule K
SCHEDULE K
ISO NEW ENGLAND OPERATING PROCEDURE NO. 6
-----------------------------------------
SYSTEM RESTORATION
------------------
APPROVED: By the NEPOOL Operations Committee on September 27, 1979
REVISED: By the NEPOOL Operations Committee:
February 28, 1991
April 19, 1994
By the MOC/TOC:
September 26, 1997
REFERENCE: (1) NERC Policy 5 - Emergency Operations
(2) NPCC Emergency Operation Criteria
(3) ISO New England OPERATING PROCEDURES Nos. 4, 7, 8, 12
(4) ISO New England Criteria, Rules, Standards No. 19 -
Transmission Operations
SATELLITE INSTRUCTION NUMBER:
CONVEX: Operating Instruction No. 6 -Restoration
MAINE: Operating Procedure No. 6 -Restoration
NEW HAMPSHIRE: Operating Procedure No. 6 -Restoration
REMVEC: Operating Procedure No. 6 -Restoration
I. INTRODUCTION
This procedure addresses restoration of the bulk power system (115 KV and
above) after a partial or complete system blackout has occurred.
Expeditious restoration of the bulk power system depends on independent
actions and interactions by the ISO New England Participants, Satellites
and ISO New England. Depending on the expanse of the blackout (local area
or widespread) numerous Participant and Satellite restoration procedures,
and this procedure, could have to be implemented simultaneously.
<PAGE>
During system restoration, a high priority must be given to the restoration
of off-site AC power sources to nuclear generators. Also, technical
aspects of system restoration (i.e. unit startups, load pickups, switching
surges, voltages, frequency, synchronization of islands, etc.) will be
crucial. Recognizing these concerns, this procedure and all Satellite and
Participant restoration procedures have been developed in a coordinated
fashion. This document:
1) outlines the responsibilities of the Satellites and ISO New England
(including independent actions and interactions between these
organizations) and,
2) provides technical guidelines for the restoration of transmission and
generation facilities.
Responsibilities are outlined in the body of this procedure. Satellites are
grouped according to the relationship established between them and ISO New
England under the Strategic Pool Operations Review Team. Specifically, the
CONVEX and New Hampshire Satellites' relationships to ISO New England are
the same, therefore, their responsibilities during system restoration are
the same. The Maine and REMVEC Satellites have unique relationships with
ISO New England and thus their own set of responsibilities. Furthermore,
because of its structure, the REMVEC Satellite weighs heavily on the
restoration plans of the numerous utilities within REMVEC. Details on the
interactions of REMVEC and its companies can be found in the REMVEC
restoration procedure.
Technical guidelines for restoration are provided in Appendix A.
II. RESPONSIBILITIES
A) Maine Satellite
1. Determine the extent of the blackout within the Maine Satellite and
inform ISO New England as soon as possible of existing generation
and transmission capabilities. (ISO New England will determine the
extent of the blackout within New England and adjacent power
systems and inform the Satellites.)
2. Implement the Maine Satellite restoration procedure (including
necessary coordination with ISO New England and adjacent
Satellites).
3. Assign a restoration coordinator to perform the following duties:
2
<PAGE>
a. Establish communications with restoration coordinators at ISO
New England and adjacent Satellites to provide a flow of
information which promotes coordinated system restoration.
b. Monitor, advise and help coordinate with ISO New England and
adjacent Satellites, the following:
i. Energizations of 345 KV circuits,
ii. Energizations of inter-Satellite and inter-Pool ties,
iii. Unit startups, load pickups, generation reserves and
load shedding within interconnected systems after an
inter-Satellite or Inter-Pool tie has been established.
c. Maintain a record of the Maine Satellite blackout and
restoration.
d. Provide updates on the status of the Maine Satellite.
4. Monitor transmission and generation facilities and, as practical,
take action to promote system reliability.
5. Should communications with ISO New England fail, 345 KV circuits
and inter-Satellite and inter-Pool ties may be energized if prudent
to total system restoration and communications between the affected
parties exist.
B) CONVEX and New Hampshire Satellites
1. Determine the extent of the blackout within the CONVEX and New
Hampshire Satellites and inform ISO New England as soon as possible
of existing generation and transmission capabilities. (ISO New
England will determine the extent of the blackout within New
England and adjacent power systems and inform the Satellites.)
2. Implement the CONVEX and New Hampshire Satellite restoration
procedures (including necessary coordination with ISO New England
and adjacent Satellites).
3
<PAGE>
3. If the blackout is severe and unit dispatch must be temporarily
returned to the Satellite(s), assign a loader to direct the startup
and loading of units. The loader must:
a. follow the technical guidelines which relate to unit startups,
synchronizations and loadings and,
b. closely coordinate unit operations with switching operations.
If unit loading by a Satellite is warranted, the Satellite can
request that an ISO New England operator be sent to the Satellite
to assist with unit loading. Once the Satellite is sufficiently
restored and interconnected, unit dispatch will be resumed by ISO
New England.
4. Assign CONVEX and New Hampshire Satellite restoration coordinators
to perform the following duties:
a. Establish communications with restoration coordinators at ISO
New England and adjacent Satellites to provide a flow of
information which promotes coordinated system restoration.
b. Monitor, advise and help coordinate with ISO New England and
adjacent Satellites, the following:
i. Energizations of 345 KV circuits,
ii. Energizations of inter-Satellite and inter-Pool ties,
iii Unit startups, load pickups, generation reserves and
load shedding within interconnected systems after an
inter-Satellite or inter-Pool tie has been established.
c. Maintain records of the Satellite blackouts and restorations.
d. Provide updates on Satellite status.
5. Monitor transmission and generation facilities and, as practical,
take action to promote system reliability.
4
<PAGE>
6. Should communications with ISO New England fail, 345 KV circuits
and inter-Satellite and inter-Pool ties may be energized if prudent
to total system restoration and communications between the affected
parties exist.
C) REMVEC Satellite
1. Determine the extent of the blackout within the REMVEC Satellite
and inform ISO New England as soon as possible of existing
generation and transmission capabilities. (ISO New England will
determine the extent of the blackout within New England and
adjacent power systems and inform the Satellites.)
2. Implement the REMVEC Satellite restoration procedure (including
necessary coordination with the REMVEC companies, ISO New England
and adjacent Satellites).
3. If the blackout is severe and unit dispatch must be temporarily
returned to the REMVEC Satellite and its Companies, the REMVEC
Participant Companies will assign a loader in their own Dispatch
Control Room to oversee and coordinate the start-up and loading of
units within their respective areas. The loader must ensure that;
a. the technical guidelines which relate to unit startups,
synchronization's and loading are followed and,
b. unit operations are closely coordinated with switching
operations.
If unit loading by REMVEC and its companies is warranted, REMVEC
can request that a ISO New England operator be sent to REMVEC to
assist with unit loading. If the REMVEC companies are blackstarting
their service territories, REMVEC's responsibility will be to
oversee and keep track of the developing islands. As REMVEC
companies interconnect, REMVEC will become responsible for
coordinating unit loading to enhance overall Satellite restoration.
Once the REMVEC Satellite is sufficiently restored and
interconnected, unit dispatch will be resumed by ISO New England.
4. Assign a REMVEC Satellite restoration coordinator to perform the
following duties:
5
<PAGE>
a. Establish communications with restoration coordinators in the
REMVEC companies, ISO New England and adjacent Satellites to
provide a flow of information which promotes coordinated system
restoration.
b. Monitor, advise and help coordinate with ISO New England and
adjacent Satellites, the following;
i. Energizations of 345 KV circuits,
ii. Energizations of inter-Satellite and inter-Pool ties,
iii Unit startups, load pickups, generation reserves and
load shedding within interconnected systems after an
inter-Satellite or inter-Pool tie has been established.
c. Maintain a record of the REMVEC Satellite blackout and
restoration.
d. Provide updates on the status of the REMVEC Satellite.
5. Monitor transmission and generation facilities and, as practical,
take action to promote system reliability.
6. Should communications with ISO New England fail, 345 KV circuits
and inter-Satellite and inter-Pool ties may be energized if prudent
to total system restoration and communications between the affected
parties exist.
D) ISO New England Responsibilities
1. Determine the extent of the blackout throughout New England and
adjacent power systems and inform all Satellites of existing
generation and transmission capabilities.
2. Implement this ISO New England restoration procedure (including
necessary coordination with the Satellites and adjacent power
systems).
3. If the blackout is severe and unit dispatch must be temporarily
returned to the Satellites, be prepared to send operators to the
Satellites to assist with the loading function if the Satellites
6
<PAGE>
request such assistance. Loaders must ensure that;
a. the technical guidelines which relate to unit startups,
synchronizations and loadings are followed and,
b. unit operations are closely coordinated with switching
operations.
Once the Satellites are sufficiently restored and interconnected,
unit dispatch will be resumed by ISO New England.
4. Assign a restoration coordinator to perform the following duties:
a. Establish communications with restoration coordinators in the
Satellites and adjacent power systems and a flow of information
that promotes coordinated system restoration.
b. Monitor, advise and help coordinate with the Satellites and
adjacent power systems, the following;
i. Energizations of 345 KV circuits,
ii. Energizations of inter-Satellite and inter-Pool ties,
iii Unit startups, load pickups, generation reserves and
load shedding within interconnected systems after an
inter-Satellite or inter-Pool tie has been established.
c. Maintain a record of the New England blackout and restoration.
d. Provide updates on the status of the New England system to the
Satellites and adjacent power systems.
5. Authorize the closing of inter-Satellite and inter-Pool
transmission lines.
6. Once inter-Satellite or inter-Pool tie lines are energized, oversee
and coordinate load pickups within the interconnected parties.
7. Select priority for start-up power supply to generating stations
when the choice is to supply a
7
<PAGE>
station in one Satellite or a station in another Satellite from the
same source.
8. Direct load shedding, if necessary, to enable continued reliable
restoration of interconnected parties or the closing of inter-
Satellite or inter-Pool ties.
9. Monitor bulk power system transmission and generation facilities
and, as practical, take action to promote system reliability.
8
<PAGE>
SYSTEM RESTORATION GUIDELINES
The following lists guidelines regarding the technical aspects of system
restoration. Recognizing the numerous scenarios of possible system blackouts
(the expanse of the blackout and resources available for restoration), knowledge
of these guidelines is important. They represent a general-purpose tool for
system restoration. A more specific set of guidelines for restoration of the
345 KV system in the event of a complete blackout is presented in the flow chart
--------
in Appendix B. This flow chart and the various Satellite restoration procedures
reflect the general guidelines. Where appropriate, the Satellite and ISO New
England procedures have been coordinated.
A) RESTORATION OF OFF-SITE AC POWER TO NUCLEAR GENERATORS
The most critical power requirement after a blackout is the assurance of
reliable shutdowns of nuclear generators. The NRC requires these units to
have reliable on-site power sources for shutdown operations. The
expeditious restoration of alternative off-site AC power sources to nuclear
units is imperative to promote the continued reliability of shutdown
operations. Beyond this, the station service demands to return some
nuclear generators on-line cannot be met until off-site AC power is
provided.
Between the Satellite and ISO New England restoration procedures, at least
two options for restoring off-site AC power to nuclear generators have been
provided.
B) OPENING CIRCUIT BREAKERS AND SWITCHES
Satellite and company restoration procedures contain detailed instructions
regarding the opening of circuit breakers and switches. In most cases, in-
place substation procedures provide specific switching instructions to be
followed in the event of a substation blackout. Some substations have
equipment which automatically switches into a desired post-blackout
configuration.
In general, capacitors and customer loads will be opened and disconnected
from the 345/230/115 KV transmission system. Similarly, circuit breakers or
switches on the 345/230/115 KV transmission system will be opened. On the
345 and 230 KV, step-down transformers will be opened on the high side to
avoid the simultaneous energization of a 345 or 230 KV circuit along with a
step-down transformer. Step-down transformers off of the 115 KV system
will be opened on either the high or low side.
Appendix A
1 of 7
<PAGE>
Operators should have station and distribution capacitors opened in
locations where customer load can effectively absorb charging from
transmission lines. This will help prevent high voltage conditions on the
transmission system and excessive under excitation on generators. Along
these lines, operators should anticipate the use of any available reactors
to help absorb charging and prevent high voltage.
C) REVIEWING LOAD TAP CHANGER (LTC) POSITIONS
During system collapse, LTCs on autotransformers could move toward/to
extreme tap positions. For example, if a gradual voltage collapse occurs
(over several minutes), LTCs could move to full boost positions in an
attempt to maintain subtransmission or distribution voltage. Upon
collapse, the LTCs would remain in these positions and subsequent
reenergization of the autotransformers could result in excessively high
voltages on the low side systems which could result in equipment or load
damage. Consequently, LTC positions should be checked prior to
energization of autotransformers. If LTC positions are substantially off
nominal, taps should be moved to nominal positions before energizing
autotransformers.
D) GENERATOR START UPS AND MW LOADINGS
During system restoration, generator MW loadings will be primarily dictated
by minimum MW loading requirements to ensure unit stability and the need to
provide station service power to units without black start capability.
Operators at generating stations should, in concert with Satellite
operators, endeavor to start as many units as possible. More units mean
stronger sources in terms of synchronized inertia and control of frequency
and voltage. Stronger sources will also afford more circuit energizations,
unit start-ups, spinning reserve, and load pickups (including larger block
sizes of load pickups).
Once initial units have been brought on line and synchronized, they should
pick up some/all the minimum load requirements for other units just prior
to their startup/synchronization. Once these units start and synchronize,
their minimum load requirements should be transferred to them by adjusting
unit loadings in the synchronized subsystem. This method of providing
minimum load requirements to units is generally preferable to doing load
pickups after a unit has been synchronized.
E) SPINNING RESERVES
Initially, when few units are on-line, operators will not have many options
regarding spinning reserves. As restoration progresses and more units are
phased in,
Appendix A
2 of 7
<PAGE>
operators should establish and maintain enough spinning reserve to cover
loss of the unit generating the most MW. Eventually, spinning MW reserves
should be adequate to cover loss of the largest generating unit and have
additional reserve for continuing unit start-up demands.
F) LOAD PICKUPS
1. LOAD BLOCK SIZES
In general pick up loads in block sizes that do not exceed 5% of total
synchronized generating capability. One exception to this would
involve initial phases of restoration where a large unit with slow
governor response is synchronized to a small unit with fast governor
response. To avoid overloading the smaller unit after load pick up,
block sizes should be restricted to 5% of the smaller unit's MVA
capability until (an) additional unit(s) is/are synchronized.
2. FREQUENCY INCREASE PRIOR TO LOAD PICK UP, AUTOMATIC UNDERFREQUENCY
LOAD SHEDDING
Large frequency excursions are to be expected during system
restoration. To allay these excursions and prevent compounding them
by the triggering of Automatic Underfrequency Load Shedding (AULS) and
other subsequent cascading problems, operators should employ the
following methods.
During initial stages of system restoration (electrical island sizes
are roughly 500 MW or less) the block sizes of load pickups are most
likely to be at/near the general limit of 5% of synchronized
generation capability and large frequency excursions are most
probable. Operators can compensate for the frequency dips by first
increasing frequency to as high as 60.3 hertz prior to load pickup.
Operators may achieve another layer of reliability by initially
avoiding, if possible, the restoration of feeders with AULS.
(Initially avoiding AULS is preferred but may not be possible based on
substation design). If AULS feeders must be picked up, operators
should initially opt, if possible, to restore those set at 58.8 hertz.
As island sizes grow to several hundred MW and the ratio of load block
sizes to synchronized generation decreases, smaller increases in
frequency prior to load pickup will become appropriate. Also, load
pickups should now restore the 15% provision of load with AULS at 58.8
hertz.
Appendix A
3 of 7
<PAGE>
Finally, as island/system sizes reach a thousand(s) of MW, load block
sizes should become a small percent of synchronized generation and
increasing/maintaining frequency after rather than prior to load
pickups should be sufficient. Full AULS capability (10% at 59.3 hertz
and 15% at 58.8 hertz) should be restored and maintained. This will
provide backup protection for generation contingencies in these larger
size islands/systems.
Ultimately, there's nothing like experience. During restoration,
operators should observe analog/instantaneous recordings of frequency
response to actual load pickups (if available) and tailor their
frequency increases and load block sizes to prevent excessive
frequency excursions.
3. COLD LOAD PICKUP
During system restoration, operators will be restoring feeder loads
that have been deenergized for unusually long periods of time
(commonly referred to as "cold load"). The longer the deenergization
period, the greater the loss of typical on/off cycling and other types
of diversity in the load. Upon reenergization of the load,
simultaneous full demands of all the various load components can be
encountered. Consequently, operators should anticipate cold load
pickups that are 1.5 - 3 times greater than normal feeder loads.
Also, the longer the deenergization period, the longer it will take
for the cold load magnitude to decay to a more typical value. After
performing several load pickups, operators should get a better feel of
cold versus typical feeder loads.
G) SALIENT ELECTRICAL CONCERNS DURING SYSTEM RESTORATION
Reliable frequency and voltage performance (both transient and steady
state) and reliable circuit energizations are major concerns during system
restoration, especially during initial stages. The following general
guidelines address these concerns.
1. TRANSMISSION LINE CHARGING
Anticipate the introduction of shunt MVAR charging from line
energizations and ensure that adequate reactive control exists prior
to line energizations. The following are typical charging values:
.88 MVAR/mile for 345 KV, .28 MVAR/mile for 230 KV, and .07 MVAR/mile
for 115 KV. These figures show charging to be a critical concern on
the 345 KV, a significant factor on the 230 KV but much less of a
concern on the 115 KV. A
Appendix A
4 of 7
<PAGE>
list of 345 KV circuits and their charging levels, and a list of shunt
devices within New England are provided in Appendices C-E.
2. VOLTAGE SCHEDULES AT GENERATORS
Generating stations should work to maintain voltage schedules below
normal levels during system restoration. This will help combat shunt
MVAR charging from lightly loaded transmission lines and consequential
high voltage and excessive switching surges. Lower voltage schedules
will reduce transmission line MVAR charging (which is a function of
voltage squared) and promote leading operation of generators and thus
the absorption of transmission line MVAR charging. As island/system
sizes increase and significant real power MW flows start to occur on
transmission circuits, normal voltage schedules at generating stations
may become preferable. In any case, decisions on voltage schedules
should be based on actual system voltage levels and leading reactive
power limits on generators. (If a unit is at/near its leading
reactive power limit, other options for absorbing reactive power or
reducing the amount of reactive power that has to be absorbed should
be exercised to restore leading reactive reserve on generators.)
3. CIRCUIT ENERGIZATIONS
Perform circuit energizations in a deliberate manner, checking the
status of all associated facilities before and after energization.
Synchronism, reactive conditions, and switching surges should be
considered. In general, excessive switching surges are not anticipated
for energizations on the 115 or 230 KV.
In the early stages of system restoration, 345 KV line or 345/115 KV
transformer energizations should be done with a source that is
electrically close to the energization, and has a total capability of
100 MVA or more (could be one or more synchronized units). Even then,
only one to three 345 KV facilities could be energized reliably
depending on line length or transformer characteristics. As
restoration progresses and the total capability of synchronized
sources builds up to several hundred MVA spread out over the 345 KV
system, the possibility of excessive switching surges decreases
substantially.
The simultaneous energization of a 345 KV transmission line and a 345
KV step-down transformer should be avoided. In cases where this is
not possible (no
Appendix A
5 of 7
<PAGE>
breaker between the line and transformer), the energization of these
circuits should be done with a strong nearby source or in later stages
of system restoration when sources are strong.
In general, a reactor connected to the tertiaries of 345 KV step-down
transformers should be closed-in prior to energization of the
transformers. This will help prevent excessively high switching and
steady state voltages. Prior to switching, operators should confirm
that the reactor will be beneficial, and be able to be supported after
switching. In cases where multiple reactors are available, operators
should decided how many reactors can/should be energized along with
the 345 KV transformer.
If upon energization, a circuit immediately trips out due to relay
protection, operators should try to have the lightning arrestors at
the terminals of the circuit visually inspected for damage before
making another attempt to energize the circuit. If inspection is not
possible/timely, parties should be aware of and accept an increased
risk for equipment damage during subsequent attempts to energize the
circuit and other nearby circuits. The transmission equipment of most
concern would be autotransformers.
4. SYNCHRONIZATIONS
Generating stations are the preferred locations for synchronizing
units, islands or systems together. These stations have synchronizing
equipment which is needed for regular unit phasing. Also, station
operators are well versed in synchronizing techniques. In the
restoration procedures, some synchronizations are planned at
transmission (vs. generating) stations. For these cases, the necessary
synchronizing equipment, operator knowledge and communication links to
predefined generating stations (to match frequency) have been
considered.
H) INTER-SATELLITE TIES
The synchronization/energization of inter-Satellite ties should occur
during fairly early stages of system restoration. This would minimize
problems associated with having to synchronize many small islands or trying
to match frequencies of two large islands. It would also promote the most
effective use of available resources to restore the system in the least
amount of time. Appendix F lists the inter-Satellite ties.
Appendix A
6 of 7
<PAGE>
I) INTER-POOL TIES
The same reasons for early establishment of inter-Satellite ties apply to
inter-Pool ties. However, the lack of direct control over switching
operations in other pools and their overall status/reliability should be
considered before establishing ties. Also, reliable operation of HVDC
converters requires that strong AC systems exist. For this reason,
operators should not attempt to energize HVDC ties during early phases of
system restoration. Appendix G lists the inter-Pool ties.
J) USE OF NON-UTILITY GENERATORS (NUGS)
Satellites will decide when to phase in available NUGs. The
synchronization of NUGs connected to the 345 KV must be coordinated with
ISO New England.
Appendix A
7 of 7
<PAGE>
APPENDIX B
RESTORATION SEQUENCE FOR ESTABLISHING
A 345 KV BACKBONE AFTER
TOTAL SYSTEM BLACKOUT WITHIN NEW ENGLAND
(Available separately from Central Maine Power Company)
<PAGE>
CHARGING OF 345 KV CIRCUITS IN NEW ENGLAND
(ALL MVAR VALUES AT NOMINAL VOLTAGE)
Circuit Terminals Charging
# (MVAR)
- ------- ------------------------------------------ --------
301 Ludlow - Carpenter Hill 20.8
302 Carpenter Hill - Millbury No. 3 13.1
303 Brayton Point - West Medway 30.7
307 Deerfield - Newington 21.5
310 Millstone - Manchester 41.8
312 Berkshire - Northfield Mountain 31.6
314 Millbury No. 3 - Sandy Pond 31.3
315 Brayton Point - West Farnum 33.6
316 Holbrook - West Walpole 13.4
319 Woburn - Lexington 7.5
320 Connecticut Yankee - Haddam Neck 0.2
321 Long Mountain - Plumtree 15.6
322 Canal - Carver 13.4
323 Millbury No. 3 - West Medway 13.4
325 West Medway - West Walpole 6.8
326 Sandy Pond - Scobie Pond 25.5
328 West Farnum - Sherman Road 7.7
329 Frost Bridge - Southington 8.6
331 Carver - West Walpole 22.3
332 West Farnum - Kent County 17.7
333 Ocean State - Sherman Road .1
334 Ludlow - Stony Brook 4.4
Appendix C
1 of 4
<PAGE>
Circuit Terminals Charging
# (MVAR)
- ------- ------------------------------------------ --------
335 Auburn Street - Holbrook 6.6
336 Sherman Road - N.E.A. Tap - West Medway 19.2
337 Tewksbury - Sandy Pond 13.9
338 Tewksbury - Woborn 11.5
339 Tewksbury - Golden Hills 15.8
340 Vermont Yankee - Coolidge 42.7
342 Canal - Pilgrim - Auburn Street 53.9
343 Millbury No. 3 - Sandy Pond 31.8
344 Bridgewater - West Medway 25.3
346X North Cambridge - Woburn 120.4
346Y North Cambridge - Woburn 120.4
347 Card - Sherman Road 38.9
348 Millstone - Southington 46.1
349X Mystic - Golden Hills 120.0
349Y Mystic - Golden Hills 120.0
352 Long Mountain - Frost Bridge 13.9
353 Manchester - Scovill Rock 14.2
354 Ludlow - Northfield Mountain 25.2
355 Bridgewater - Pilgrim 21.7
357 Millbury No. 3 - West Medway 13.5
358 Mystic - North Cambridge 91.4
362 Haddam Neck - Southington 21.3
363 Seabrook - Scobie Pond 26.6
364 Haddam Neck - Montville 19.5
Appendix C
2 of 4
<PAGE>
Circuit Terminals Charging
# (MVAR)
- ------- ------------------------------------------ --------
368 Manchester - Card 13.6
369 Seabrook - Timber Swamp Road - Newington 15.2
371 Millstone - Montville 10.9
372 Mystic - Kingston Street 87.5
373 Scobie Pond - Deerfield 15.5
374 Buxton - Surowiec 21.9
375 Buxton - Maine Yankee 46.3
376 Haddam Neck - Scovill Rock 4.4
377 Surowiec - Maine Yankee 24.3
378 Mason - Maine Yankee 2.9
379 Vermont Yankee - Amherst - Scobie Pond 56.6
381 Northfield Mountain - Vermont Yankee 16.7
383 Millstone - Card 24.9
384 Middletown - Scovill Rock 2.4
385 Deerfield - Buxton 40.6
386 Buxton - South Gorham - Yarmouth 25.3
387 East Shore - Scovill Rock 26.7
388 Maxcys - Orrington 44.9
389 West Medway - West Walpole 8.8
391 Buxton - Scobie Pond 56.1
392 Maine Yankee - Maxcys 21.1
393 Alps - Berkshire 25.8
394 Seabrook - Tewksbury 35.7
395 Manchester - Ludlow - North Bloomfield 34.1
Appendix C
3 of 4
<PAGE>
Circuit Terminals Charging
# (MVAR)
- ------- ------------------------------------------ --------
396 Orrington - Keswick, N.B. 121.4
398 Pleasant Valley - Long Mountain 15.3
Appendix C
4 of 4
<PAGE>
Appendix D
NEW ENGLAND TRANSMISSION REACTORS
(ALL MVAR VALUES AT NOMINAL VOLTAGE)
STATION NUMBER SIZE TOTAL
- ------- ------ ---- -----
(MVAR) (MVAR)
Orrington 2 40 80
Surowiec 2 40 80
Scobie 2 40 80
Woburn 1 80 80
Mystic 1 80 80
North Cambridge 2 54* 108
Comerford 12 19.8 237.6
Sandy Pond 3 160 480
The Chester SVC has a nominal leading capability of 125 MVAR.
* The high impedance of the tertiary windings to which these reactors are
connected, significantly depresses the tertiary voltage thereby reducing
the reactors MVAR capability substantially below their nameplate rating of
54 MVAR.
<PAGE>
Appendix E
NEW ENGLAND TRANSMISSION CAPACITORS
(ALL VALUES AT NOMINAL VOLTAGE)
Station Size Station Size
MVAR MVAR
CONVEX REMVEC
N. Bloomfield #1 50.4 E. Fairfax, VT 24.8
N. Bloomfield #2 50.4 Sandbar, VT 24.8
N. Bloomfield #3 50.4 Essex, VT 49.5
Manchester #1 50.0 Williston, VT 24.8
Manchester #2 50.0 Middlebury, VT 22.9
Manchester #3 50.0 N.Rutland, VT 24.8
Berlin #1 39.8 Berlin, VT 24.8
Berlin #2 39.8 Barre, VT 10.8
Berlin #3 39.8
Frost Bridge #1 50.4 Millbury 63.0
Frost Bridge #2 50.4 Pratts Jct. 63.0
Frost Bridge #3 50.4 Tewskbury #1 63.0
Plumtree #1 39.9 Tewskbury #2 63.0
Plumtree #2 39.9 Kent County 63.0
East Shore #1 42.0 Manchester St. 63.0
East Shore #2 42.0 Barnstable 39.0
North Haven 42.0 K-Street-1 53.6
Sacket 42.0 K-Street-2 53.6
Norwalk #1 39.7 Mystic 53.6
Norwalk #2 39.7 Lexington 53.6
Glenbrook #1 37.8 Baker Street #1 53.6
Glenbrook #2 37.8 Baker Street #2 53.6
Glenbrook #3 37.8 Needham 53.6
Glenbrook #4 37.8 Framingham/Leland 53.6
Glenbrook #5 37.8
Darien 37.8 Comerford #8 31.5
Waterside 37.8 Comerford #9 63.0
Agawam #1 50.4 Sandy Pond #2 178.0
Agawam #2 50.4 Sandy Pond #2 85.0
Montville #1 50.4 Sandy Pond #2 175.0
Montville #2 50.4 Sandy Pond #2 186.0
Southington #1 50.0 Sandy Pond #2 93.0
Southington #2 50.0
Southington #3 50.0
TOTAL 1515.2 TOTAL 1864.5
New Hampshire Size Maine Size
MVAR MVAR
Beebe 20.0 Orrington #1 67.0
Merrimack #1 37.5 Orrington #2 67.0
Merrimack #2 37.5 Orrington #3 67.0
Maine Yankee 30.0
TOTAL 95.0 **TOTAL 231.0
** Chester SVC has a
nominal lagging capability of
425 MVAR
<PAGE>
Appendix F
INTER-SATELLITE TIES
REMVEC - PSNH
A253 Merrimack 230/115KV Autotransformer
I135N Monadnock Tap - Monadnock 115KV
N186 Keene - Westport - Vernon 115KV
Q195 Moore - Whitefield 115KV
Y151 Hudson - Pelham - Dracut Jct. 115KV
K174 North Rd. - Ascutney 115KV
K 29/60 Littleton - St. Johnsbury 115KV
D204 Littleton Tap - Littleton 230KV
379 Vt. Yankee - Amherst - Scobie 345KV
326 Scobie - Sandy Pond 345KV
394 Seabrook - Tewksbury 345KV
PSNH - MAINE
197 Three Rivers - Quaker Hill 115KV
250 Three Rivers - Maquire - Louden 115KV
385 Deerfield - Buxton 345KV
391 Scobie - Buxton 345KV
CONVEX - REMVEC
Y177 Montague - MA. Yankee 115KV
B128 Harriman - Montague - Millbury 115KV
F132 Doreen - Partridge - Adams 115KV
X176 Ludlow - Palmer 115KV
1870 Mystic - Wood River 115KV
381 Northfield Mt. - Vt. Yankee 345KV
302/301 Millbury - Carpenter Hill - Ludlow 345KV
347 Card - Sherman Rd. 345KV
<PAGE>
Appendix G
INTER-POOL TIES
New York - New England
PV20 Plattsburgh - So. Hero - Sandbar 115KV
K7 Whitehall - Blissville 115KV
K6 Hoosick - Bennington 115KV
E205W Rotterdam - Bear Swamp 230KV
393 Alps - Berkshire 345KV
398 Pleasant Valley - Long Mountain 345KV
1385 Norwalk Harbor - Northport 138KV
New Brunswick - New England
396 Keswick - Chester - Orrington 345KV
Hydro Quebec - New England
Highgate back-to-back HVDC
Phase II HVDC
<PAGE>
Appendix H
Phone Number of Control Centers
Control Center PBX Direct Line
REMVEC Control Room 508 389-2492/2493 508 389-8393/8394
ME Satellite Loader 207 626-9841 207 622-1464
Security 207 626-9864 207 623-3826
NH Satellite Loader 603 634-3572 603 625-4560
Security 603 634-3576/3577 603 625-4624
CONVEX Control Room 860 665-6690/6696 860 666-8630/8533
NYPP Senior 518 356-6211/6121
Generation 518 356-6213/6214
Interchange 518 356-6215/6216
NBP Loader 506 458-4630
Transmission 506 458-4636
HQ Production 514 289-4991
Exchange 514 289-4992
System 514 289-4990
PJM Control Room 610 666-8806/8808
ISO New England Shift 413 535-4384
Supervisor
Senior 413 535-4301 413 536-7386
Loader 413 535-4303 413 536-7437
Security 413 535-4302 413 536-7503
<PAGE>
NEPEX OPERATING PROCEDURE NO. 7
-------------------------------
ACTION IN AN EMERGENCY
----------------------
APPROVED: By the NEPOOL Interim Operations Committee to be
effective December 12, 1969
REVISED: April 22, 1971
July 21, 1972
May 27, 1976
August 24, 1978
July 1, 1994
April 24, 1997 Effective with SPORT Implementation
May 30, 1997
Sept. 15, 1997 This revision incorporates the April 24,
1997 and May 30, 1997 versions and is
effective with the implementation of
SPORT.
REFERENCE: 1. NPCC Emergency Operation Criteria A3
2. NERC Guide III - Emergency Operations
3. NEPOOL CRS No.19 - Transmission Operations
4. NEPEX Operating Procedure No. 6 - System Restoration
SATELLITE INSTRUCTION NO.
CONVEX: Operating Instruction No. 7
MAINE: MAINE Operating Procedure No. 7
NEW HAMPSHIRE: PSNH Operating Procedure No. 7
REMVEC: REMVEC Operating Procedure No. 7
- Action During An Emergency
1
<PAGE>
[MISSING PAGE 2]
2
<PAGE>
Satellite.
B) The transmission and/or generating facilities under the operating
jurisdiction of a single Satellite.
C) The risk of damage to equipment under the operating jurisdiction of a
single Satellite when accompanied by a loss of communications with ISO
New England.
PROCEDURE
---------
I. PREPARATION FOR IMPLEMENTATION
------------------------------
Normally, the potential need for emergency actions prescribed by this
procedure should be determined well in advance of the time the actions
must be implemented. This procedure may be implemented either before,
during, or after action taken under NEPEX Operating Procedure No. 4 -
Action During A Capacity Deficiency depending on the circumstances of the
emergency.
When system conditions indicate that implementation of this procedure may
be required, ISO New England and the Satellites will establish and, if
appropriate, maintain continuous communication in preparation for a ISO
New England directive to implement the procedure. Prompt action may
provide time to be more selective in the application of this procedure.
If any Satellite and ISO New England are unable to establish prompt
communication, the Satellite will proceed to implement the procedure
independently.
When time and circumstances allow, ISO New England and the Satellites
shall discuss the emergency conditions and reach consensus on the actions
to be taken and the timing of those actions.
When operating circumstances do not allow time for consensus decisions,
ISO New England and/or the Satellite will initiate the necessary actions
prescribed by this procedure with the understanding that actions resulting
in the higher level of reliability will be taken.
II. PROCEDURES FOR LOW FREQUENCY CONDITIONS
---------------------------------------
In an emergency characterized by a frequency drop, identification of the
deficient Area or Areas is vital to expedite corrective action. The ISO
New England Control Room Staff shall establish communications with other
interconnected Areas to determine, if possible, the cause of the frequency
decline and the action required to restore frequency to 60.00 Hz.
3
<PAGE>
A) When the cause of the declining frequency is outside of New England:
[_] Confirm existing interchange schedules with adjacent NPCC Areas.
[_] Regulate the New England ties to maintain the frequency-biased
interchange schedules.
[_] Increase the amount of synchronized reserve to be able to adjust the
interchange schedule further, if needed.
[_] The ISO New England Control Room Staff shall make known to external
Areas the amount of emergency capacity NEPOOL can make available.
B) When the cause of the declining frequency is due to a deficiency in
New England:
[_] Confirm existing interchange schedules with adjacent NPCC Areas.
[_] The ISO New England Control Room Staff shall request assistance from
external Areas up to the emergency transfer limit of the
interconnection tie lines.
When the frequency reaches 59.90 Hz:
[_] Disconnect any pumped storage units operating in the pumping mode.
They will be automatically disconnected at 59.65 Hz.
[_] Order all fast-start nonsynchronized units into service.
When the frequency reaches 59.80 Hz:
[_] Automatic Generation Control (AGC) will be tripped automatically.
[_] Direct all thermal generation to Reserve Claimed Capability at maximum
response rates.
When the frequency reaches 59.30 Hz:
[_] Underfrequency relays will provide 10% load relief. By the time the
frequency reaches 59.00 Hz, confirm that this relief was provided
(Appendix A, Emergency Condition A).
4
<PAGE>
When the frequency reaches 58.80 Hz:
[_] Underfrequency relays will provide an additional 15% load relief. By
the time frequency reaches 58.50 Hz, confirm that this relief was
provided. (Appendix A, Emergency Condition B)
If the load shedding by automatic underfrequency relays does not stabilize
the frequency and it continues to decline below 58.50 Hz
[_] Order manual load shedding in accord with Appendix B to the extent
necessary to restore frequency to 60.00 Hz.
[_] 50% of New England's load, including the 25% that is shed
automatically, can be shed manually. Details of the manual load
shedding procedure and statements to be used by operators are included
in Appendix C.
[_] All stations shall take the necessary action, including separating
units from the system, to preserve generation and minimize damage and
service interruptions.
III PROCEDURES FOR A TRANSMISSION EMERGENCY
---------------------------------------
Operation of the transmission system under emergency conditions shall be
governed by the NEPEX Criteria, Rules, and Standard No. 19 - Transmission
Operation (CRS 19). Emergency Actions, including the switching of
transmission elements, implementing voltage reductions, and the shedding of
firm load, can be taken by ISO New England and the Satellites to maintain
reliability.
Pool Operators and Satellites operators are responsible to keep appropriate
Supervisors at ISO New England and the Satellites advised as to conditions
that might necessitate management review of the need to implement Emergency
Actions on a pre-contingency basis.
IV. PROCEDURES FOR UNACCEPTABLE VOLTAGE CONDITIONS
----------------------------------------------
NEPEX Operating Procedure No. 12 - Voltage and Reactive Control (OP 12) and
various voltage guides define criteria and establish guides for action to
be taken to insure that desirable levels of voltage are maintained on the
transmission system. The Satellite Control Center shall make every effort
to correct unacceptable voltage and shall coordinate actions with ISO New
England.
When unacceptable voltage conditions occur and corrective actions described
in NEPEX OP 12 and/or the voltage guides are not effective, the ISO New
England Control Room Staff
5
<PAGE>
and/or the Satellite operators should take Emergency Actions, as defined in
CRS 19, to correct the situation.
Pool oprators and Satellites operators are responsible to keep appropriate
Supervisors at ISO New England and the Satellites advised as to conditions
that might necessitate management review of the need to implement Emergency
actions on a pre-contingency basis.
V. RESTORATION OF LOAD
-------------------
ISO New England will direct the restoration of any load shed under this
procedure when system conditions permit.
6
<PAGE>
APPENDIX A
AUTOMATIC - LOAD SHEDDING SCHEDULE
BASED ON A NEPEX PEAK LOAD OF 21,400 MEGAWATTS
EMERGENCY PERCENT LOAD APPROX. MW OF
SYSTEM PEAK LOAD* CONDITION TO BE SHED LOAD TO BE SHED
- -------------- ---------- --------- ------------ ---------------
NEPEX 21,400 MW A 10 2,140
B 15 3,210
CONVEX 7,050 MW A 10 705
B 15 1,058
MAINE 1,500 MW A 10 150
B 15 225
NEW HAMPSHIRE 1,300 MW A 10 130
B 15 195
REMVEC 11,550 MW A 10 1,155
B 15 1,732
Note: Each Satellite and-Participant is expected to establish automatic
load shedding procedures based on peak-load percentages which
will result in approximately the figures shown for each
Satellite. It is understood that figures can vary from
Participant to Participant.
* Values rounded to the nearest 50 MW.
<PAGE>
APPENDIX B
MANUAL LOAD SHEDDING SCHEDULE
BASED ON A NEPEX PEAK LOAD OF 21,400 MEGAWATTS
STEP NO. AND APPROXIMATE MEGAWATTS OF LOAD TO BE SHED
<TABLE>
<CAPTION>
NEW
NEPEX CONVEX MAINE HAMPSHIRE REMVEC NEPEX
STEP # 21,400 MW 7,050 MW 1,500 MW 1,300 MW 11,500 MW 21,400 MW STEP #
- -------- --------- -------- -------- --------- --------- --------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
1 214 70 15 13 116 214 1
2 428 140 30 26 232 428 2
3 642 210 45 39 348 642 3
4 856 280 60 52 464 856 4
5 1,070 350 75 65 580 1,070 5
6 1,284 420 90 78 696 1,284 6
7 1,498 490 105 91 812 1,498 7
8 1,712 560 120 104 928 1,712 8
9 1,926 630 135 117 1,044 1,926 9
10 2,140 700 150 130 1,160 2,140 10
15 3,210 1,050 225 195 1,740 3,210 15
20 4,280 1,400 300 260 2,320 4,280 20
25 5,350 1,750 375 325 2,900 5,350 25
30 6,420 2,100 450 390 3,480 6,420 30
35 7,490 2,450 525 455 4,060 7,490 35
40 8,560 2,800 600 520 4,640 8,560 40
45 9,630 3,150 675 585 5,220 9,630 45
50 10,700 3,500 750 650 5,800 10,700 50
</TABLE>
Note: Each Participant is expected to develop a manual load shedding plan
which will result in shedding 50% of load on peak. The step numbers
shown in this table correspond to an equivalent percent and assume all
Satellites peak coincidentally with NEPEX, which may or may not be true.
Insofar as Satellite and Participant loads conform to the NEPEX load, an
"X" percent load change in NEPEX will result in the same percent change
for the Satellite or Participant. Clearly, all loads do not conform to
the NEPEX loads. Therefore, the table is approximate only.
<PAGE>
APPENDIX C
INSTRUCTIONS FOR IMPLEMENTATION OF
MANUAL LOAD SHEDDING
The following are to be observed by the NEPEX Pool Coordinators during the
manual shedding of load. These instructions are to be used in conjunction with
Appendix A which specifies the step number of the load shedding procedure.
I. WHEN SHEDDING LOAD NEPEX WIDE:
A) Communication With Satellites
-----------------------------
All satellites will be on the line prior to the time the Pool
Coordinator issues instructions.
B) Quantity of Load
----------------
The Pool Coordinator will direct the quantity of load to be shed or
restored by specifying a step number.
Step Number = Total MW Load to be Shed or Restored x 100
------------------------------------------
Instantaneous NEPEX Load
C) Instruction Messages
--------------------
Issue concise verbal instructions and await Satellite acknowledgment
which should be received from all Satellites alphabetically. Typically
messages for the Pool Coordinators and System Operators are:
Implementation:
--------------
a. NEPEX TO ALL: Implement OP 7 - Manually shed load
from step ____ through step ____.
<PAGE>
b. NEPEX TO ALL: Implement OP 7 - Manually restore
load from step ____ through
step ____ .
Acknowledgment:
--------------
a. ____, OP 7 - Manually shed load from step ____
through step ____ .
b. ____, OP 7 - Manually restore load from step ____
through step ____ .
D) Examples: Typical Implementation and Acknowledgment Messages
-------------------------------------------------------------
1. a. NEPEX Load - 21,400 MW
----------
b. NEED - Shed 500 MW uniformly throughout New England.
----
c. Messages:
--------
Implementation: 50,000 / 21,400 = 2.3
--------------
NOTE: To achieve 500 MW within Appendix B load shedding
schedule, the fractional step result must be rounded down or
up to the next step value.
NEPEX TO ALL: Implement OP 7 - Manually shed load
------------
from step 1 through step 3.
Acknowledgment:
--------------
CONVEX: OP 7 - Manually shed load from step 1
------
through step 3
MAINE: OP 7 - Manually shed load from step 1
-----
through step 3
N.H.: OP 7 - Manually shed load from step 1
----
through step 3
REMVEC: OP 7 - Manually shed load from step 1
------
through step 3
2. a. NEPEX Load = 20,900 MW
<PAGE>
b. NEED: - Restore 500 MW of load that had been
----
previously shed uniformly throughout New
England.
c. Messages:
--------
Implementation: 50,000 / 20,900 = 2.4
--------------
NOTE: To achieve 500 MW within Appendix B load shedding
schedule, the fractional step result must be rounded down or
up to the next step value.
NEPEX TO ALL: Implement OP 7 - Manually restore load
------------
from step 3 through step 1
Acknowledgment:
--------------
CONVEX: OP 7 - Manually restore load from step
------
3 through step 1
(Other Satellites respond in alphabetical order)
II. WHEN SHEDDING LOAD IN INDIVIDUAL SATELLITE(S)
A) Communication With Satellite(s)
-------------------------------
The affected Satellite(s) will be contacted individually and
instructions will be issued by the Pool Coordinator. The unaffected
Satellites will then be contacted individually and informed of the
situation.
B) Quantity of Load
----------------
The Pool Coordinator will direct the quantity of load to be shed or
restored by specifying a step number.
Step Number = Total MW Load to be Shed or Restored x 100
------------------------------------------
Instantaneous Load of Applicable Satellite(s)
<PAGE>
NOTE: Applicable Satellites are those within the area in which
load shedding will be effective in alleviating a
problem.
C) Instruction Messages
--------------------
Issue concise verbal instructions and await Satellite acknowledgment.
Typical message for the Pool Coordinators and Systems Operators are:
Implementation:
--------------
a. NEPEX TO __: Implement OP 7 - Manually shed load from
step ____ through step ____ .
b. NEPEX TO __: Implement OP 7 - Manually restore load
from step ____ through step ____ .
Acknowledgment:
--------------
a. ____, OP 7 - Manually shed load from step ____ through
step ____ .
b. ____, OP 7 - Manually restore load from step ____ through
step ____ .
D) Examples: Typical Implementation and Acknowledgment Messages
-------------------------------------------------------------
1. a. NEPEX Load - 21,400 MW
----------
Convex - 7,050 MW
------
b. NEED - Shed 200 MW of load in CONVEX.
----
c. Messages
--------
Implementation: 20,000 / 7,050 = 3
--------------
NOTE: To achieve 200 MW within Appendix B load shedding
schedule, the fractional step result must be rounded
down or up to the next step value.
NEPEX TO CONVEX: Implement OP 7 - Manually shed
---------------
load from step 1 through step 3
Acknowledgment:
--------------
CONVEX: OP 7 - Manually shed load from step 1
------
through step 3
<PAGE>
E) Notification Messages
---------------------
Unaffected Satellites will be notified by the Pool Coordinator after
specific Satellites have been instructed to implement OP 7. A typical
notification and message for Pool Coordinators and System Operators
is:
Implementation:
--------------
NEPEX to (Unaffected Satellites)
--------------------------------
This is a notification that OP 7 is being implemented in CONVEX.
------
CONVEX has been instructed to manually shed/restore load from
step _____ through step _____.
Acknowledgment:
--------------
(Unaffected Satellites), OP 7 notification.
-----------------------
CONVEX to manually shed/restore load from step _____ through step
------
_____.
III WHEN SHEDDING LOAD IN A SPECIFIC AREA WITHIN A SATELLITE
A) Communication With Satellites
-----------------------------
The affected Satellite will be contacted individually and instructions
will be issued by the Pool Coordinator. The unaffected Satellites will
then be contacted individually and informed of the situation.
B) Quantity and Location of Load
-----------------------------
The Pool Coordinator will direct the quantity and location of load to
be shed or restored by specifying a step number and the specific area
affected.
<PAGE>
Step Number = Total MW Load to be Shed or Restored x 100
------------------------------------------
Instantaneous Load of Applicable Area
Note: Applicable area is that predefined area in which post
contingency load shedding is the only method remaining to
maintain first contingency coverage.
C) Instruction Messages
--------------------
Issue concise verbal instructions and await Satellite acknowledgment.
Typical messages for the Pool Coordinators and System Operators are:
Implementation:
---------------
a. NEPEX TO __: Implement OP 7. Manually shed load from
step ____ through step ____ in the area.
b. NEPEX TO __: Implement OP 7. Manually restore load
from step ____ through step ____ in the ____
area.
Acknowledgment:
--------------
a. ____, OP 7 - Manually shed load from step ____ through
step ____ in the ____ area.
b. ____, OP 7 - Manually restore load from step ____ through
step ____ in the ____ area.
D) Examples: Typical Implementation and Acknowledgment Messages
-------------------------------------------------------------
1. a. NEPEX Load - 21,400 MW
----------
Convex - 7,050 MW
------
SOUTHWEST CONNECTICUT LOAD - 3,525 MW
--------------------------
b. NEED - Shed 200 MW of load in Southwest Connecticut.
----
c. Messages
--------
Implementation: 20,000 / 3,525 = 6
--------------
<PAGE>
NOTE: To achieve 200 MW within Appendix B load shedding schedule,
the fractional step result must be rounded down or up to the next
step value.
NEPEX TO CONVEX: Implement OP 7 - Manually shed load from
---------------
step 1 through step 6 in the Southwest
Connecticut Area
Acknowledgment:
--------------
CONVEX: OP 7 - Manually shed load from step 1 through
------
step 6 in the Southwest Connecticut Area
E) Notification Messages
---------------------
Unaffected Satellites will be notified individually by the Pool
Coordinator after a specific Satellite has been instructed to
implement OP 7 in a particular area. A typical notification message
for Pool Coordinators and System Operators is:
Implementation:
--------------
NEPEX to (Unaffected Satellites)
--------------------------------
This is a notification that OP 7 is being implemented in the Southwest
Connecticut Area of CONVEX. CONVEX has been instructed to manually
shed/restore load from step _____ through step _____ in the Southwest
Connecticut Area.
Acknowledgment:
--------------
(Unaffected Satellites) OP 7 notification.
----------------------
CONVEX to manually shed/restore load from step _____ through step
_____ in the Southwest Connecticut Area.
<PAGE>
NEPEX OPERATING PROCEDURE NO. 6
-------------------------------
SYSTEM RESTORATION
------------------
APPROVED: By the NEPOOL Operations Committee on September 27, 1979
REVISED: By the NEPOOL Operations Committee:
February 28, 1991
April 19, 1994
REFERENCE: (1) NERC Operating Guide No. 3 - Load Shedding, System Restoration
(2) NPCC Procedure In A Major Emergency
(3) NEPEX OPERATING PROCEDURES Nos. 4, 7, 8, 12
(4) NEPEX Criteria, Rules, Standards No. 19 - Transmission
Operations
SATELLITE INSTRUCTION NUMBER:
CONVEX: Operating Instruction No. 6 - Restoration
MAINE: Operating Procedure No. 6 - Restoration
NEW HAMPSHIRE: Operating Procedure No. 6 - Restoration
REMVEC: Operating Procedure No. 6 - Restoration
I. INTRODUCTION
This procedure addresses restoration of the bulk power system (115 KV and
above) after a partial or complete system blackout has occurred.
Expeditious restoration of the bulk power system depends on independent
actions and interactions by the Satellites and NEPEX. Depending on the
expanse of the blackout (local area or widespread) numerous Satellite
restoration procedures and this procedure could have to be implemented
simultaneously. During system restoration, a high priority must be given
to the restoration of off-site AC power sources to nuclear generators.
Also, technical aspects of system performance/operations (i.e. unit
startups, load pickups, switching surges, voltages, frequency,
synchronization of islands and reliability) will be crucial. Recognizing
these concerns, this procedure and all Satellite restoration procedures
have been developed in a coordinated fashion. This document;
1) outlines the responsibilities of the Satellites and NEPEX (including
independent actions and interactions between these centers of
operations) and
<PAGE>
2) provides technical guidelines for the restoration of transmission and
generation facilities.
Satellite and NEPEX responsibilities are outlined in the body of this
procedure. Technical guidelines for restoration are provided in Appendix
A.
II. RESPONSIBILITIES
A) Satellite Responsibilities
1. Determine the extent of the blackout within its boundaries and
inform NEPEX as soon as possible of existing generation and
transmission capabilities. (NEPEX will determine the extent of the
blackout within New England and adjacent power system and inform
the Satellites.)
2. Implement Satellite restoration procedure (including necessary
coordination with NEPEX and adjacent Satellites).
3. Assign a restoration coordinator to perform the following duties:
a. Establish communications with restoration coordinators in
NEPEX and adjacent Satellites to provide a flow of information
which promotes coordinated system restoration.
b. Monitor, advise and help coordinate with NEPEX and adjacent
Satellites, the following;
i. Energizations of 345 KV circuits,
ii. Energizations of inter-Satellite and inter-Pool ties,
iii Unit startups, load pickups, generation reserves and
load shedding within interconnected systems after an
inter-Satellite or inter-Pool tie has been established.
c. Maintain a record of the Satellite blackout and restoration.
d. Provide updates on Satellite status.
4. Monitor transmission and generation facilities and, as practical,
take action to promote system reliability.
5. Should communications with NEPEX fail, 345 KV circuits and inter-
Satellite and inter-Pool ties may be energized
2
<PAGE>
if prudent to total system restoration and communications between
the affected parties exist.
B) NEPEX Responsibilities
1. Determine the extent of the blackout throughout New England and
adjacent power systems and inform all Satellites of existing
generation and transmission capabilities.
2. Implement this NEPEX restoration procedure (including necessary
coordination with the Satellites and adjacent power systems).
3. Assign a restoration coordinator to perform the following duties:
a. Establish communications with restoration coordinators in the
Satellites and adjacent power systems and a flow of information
that promotes coordinated system restoration.
b. Monitor, advise and help coordinate with the Satellites and
adjacent power systems, the following;
i. Energizations of 345 KV circuits,
ii. Energizations of inter-Satellite and inter-Pool ties,
iii Unit startups, load pickups, generation reserves and
load shedding within interconnected systems after an inter-
Satellite or inter-Pool tie has been established.
c. Maintain a record of the Satellite blackout and restoration.
d. Provide updates on Satellite status of the New England system
to the Satellites and adjacent power systems.
4. Authorize the closing of inter-Satellite and inter-Pool
transmission lines.
5. Once inter-Satellite or inter-Pool tie lines are energized, oversee
and coordinate load pickups within the interconnected parties.
6. Select priority for start-up power supply to generating stations
when the choice is to supply a station in one
3
<PAGE>
Satellite or a station in another Satellite from the same source.
7. Direct load shedding, if necessary, to enable continued reliable
restoration of interconnected parties or the closing of inter-
Satellite or inter-Pool ties.
8. Monitor bulk power system transmission and generation facilities
and, as practical, take action to promote system reliability.
4
<PAGE>
SYSTEM RESTORATION GUIDELINES
The following lists guidelines regarding the technical aspects of system
restoration. Recognizing the numerous scenarios of possible system blackouts
(the expanse of the blackout and resources available for restoration) knowledge
of these guidelines is important. They represent a general-purpose tool for
system restoration. A more specific set of guidelines for restoration of the
345 KV system in the event of a complete blackout is presented in the flow chart
--------
in Appendix B. This flow chart and the various Satellite restoration procedures
reflect the general guidelines. Where appropriate, the Satellite and NEPEX
procedures have been coordinated.
A) RESTORATION OF OFF-SITE AC POWER TO NUCLEAR GENERATORS
The most critical power requirement after a blackout is the assurance of
reliable shutdowns of a nuclear generators. The NRC requires these units to
have reliable on-site power sources for shutdown operations. The expeditious
restoration of alternative off-site AC power sources to nuclear units is
imperative to promote the continued reliability of shutdown operations.
Beyond this, the station service demands to return some nuclear generators
on-line cannot be met until off-site AC power is provided.
Between the Satellite and NEPEX restoration procedures, at least two options
for restoring off-site AC power to nuclear generators have been provided.
B) OPENING CIRCUIT BREAKERS AND SWITCHES
Satellite and company restoration procedures contain detailed instructions
regarding the opening of circuit breakers and switches. In most cases, in-
place substation procedures provide specific switching instructions to be
followed in the event of a substation blackout. Some substations have
equipment which automatically switches into a desired post-blackout
configuration.
In general, capacitors and customer loads will be opened and disconnected
from the 345/230/115 KV transmission system. Similarly, circuit breakers or
switches on the 345/230/115 KV transmissions system will be opened. On the
345 and 230 KV, stepdown transformers will be opened on the high side to
avoid the simultaneous energization of a 345 or 230 KV circuit along with a
stepdown transformer. Stepdown transformers off of the 115 KV system will be
opened on either the high or low side.
Operators should have station and distribution capacitors opened in locations
where customer load can effectively absorb charging from transmission lines.
This will help prevent high voltage conditions on the transmission system and
excessive
Appendix A
1 of 6
<PAGE>
under excitation on generators. Along these lines, operators should
anticipate the use of any available __________________.
C) REVIEWING LOAD TAP CHANGER (LTC) POSITIONS
During system collapse, LTCs on autotransformers could move toward/to extreme
tap positions. For example, if a gradual voltage collapse occurs (over
several minutes), LTCs could move to full boost positions in an attempt to
maintain subtransmission or distribution voltage. Upon collapse the LTCs
would remain in these positions and subsequent re-energization of the
autotransformers could result in excessively high voltages on the low side
systems which could result in equipment or load damage. Consequently, LTC
positions should be checked prior to energization of autotransformers. If
LTC positions are substantially off nominal, taps should be moved to nominal
positions before energizing autotransformers.
D) GENERATOR START UPS AND MW LOADINGS
During system restoration, generator MW loadings will be primarily dictated
by minimum MW loading requirements to ensure unit stability and the need to
provide station service power to units without black start capability.
Operators at generating stations should, in concert with Satellite operators,
endeavor to start as many units as possible. More units mean stronger
sources in terms of synchronized inertia and control of frequency and
voltage. Stronger sources will also afford more circuit energizations, unit
start-ups, spinning reserve, and load pickups (including larger block sizes
of load pickups).
Once initial units have been brought on line and synchronized, they should
pickup some/all the minimum load requirements for other units just prior to
their startup/synchronization. Once these units start and synchronize, their
minimum load requirements should be transferred to them by adjusting unit
loadings in the synchronizing subsystem. This method of providing minimum
load requirements to units is generally preferable to doing load pickups
after a unit has been synchronized.
E) SPINNING RESERVES
Initially, when few units are on-line, operators will not have many options
regarding spinning reserves. As restoration progresses and more units are
phased in, operators should establish and maintain enough spinning reserve to
cover loss of the unit generating the most MW. Eventually, spinning MW
reserves should be adequate to cover loss of the largest generating unit and
have additional reserve for continuing unit start-up demands.
Appendix A
2 of 6
<PAGE>
F) LOAD PICKUPS
1. LOAD BLOCK SIZES
In general pick up loads in block sizes that do not exceed 5% of total
synchronized generating capability. One exception to this would involve
initial phases of restoration where a large unit with slow governor
response is synchronized to a small unit with fast governor response. To
avoid overloading the smaller unit after load pickup, block sizes should
be restricted to 5% of the smaller unit's MVA capability until (an)
additional unit(s) is/are synchronized.
2. FREQUENCY INCREASE PRIOR TO LOAD PICK UP, AUTOMATIC UNDERFREQUENCY LOAD
SHEDDING
Large frequency excursions are to be expected during system restoration.
To allay these excursions and prevent compounding them by the triggering
of Automatic Underfrequency Load Shedding (AULS) and other subsequent
cascading problems, operators should employ the following methods.
During initial stages of system restoration (electrical island sizes are
roughly 500 MW or less) the block sizes of load pickups are most likely
to be at/near the general limit of 5% of synchronized generation
capability and large frequency excursions are most probable. Operators
can compensate for the frequency dips by first increasing frequency to as
high as 60.3 hertz prior to load pickup. Operators may achieve another
layer of reliability by initially avoiding, if possible, the restoration
of feeders with AULS. (Initially avoiding AULS is preferred but may not
be possible based on substation design). If AULS feeders must be picked
up, operators should initially opt, if possible, to restore those set at
58.8 hertz.
As island sizes grow to several hundred MW and the ratio of load block
sizes to synchronized generation decreases, smaller increases in
frequency prior to load pickup will become appropriate. Also, load
pickups should now restore the 15% provision of load with AULs at 58.8
hertz.
Finally, as island/system sizes reach a thousand(s) of MW, load block
sizes should become a small percent of synchronized generation and
increasing/maintaining frequency after rather than prior to load pickups
should be sufficient. Full AULS capability (10% at 59.3 hertz and 15% at
58.8 hertz) should be restored and maintained. This will provide backup
protection for generation contingencies in these larger size
islands/systems.
Appendix A
3 of 6
<PAGE>
Ultimately, there's nothing like experience. During restoration,
operators should observe analog/instantaneous recordings of frequency
response to actual load pickups (if available) and tailor their frequency
increases and load block sizes to prevent excessive frequency excursions.
3. COLD LOAD PICKUP
During system restoration, operators will be restoring feeder loads that
have been deenergized for unusually long periods of time (commonly
referred to as "cold load"). The longer the deenergization period, the
greater the loss of typical on/off cycling and other types of diversity
in the load. Upon reenergization of the load, simultaneous full demands
of all the various load components can be encountered. Consequently,
operators should anticipate cold load pickups that are 1.5 - 3 times
greater than normal feeder loads. Also, the longer the deenergization
period, the longer it will take for the cold load magnitude to decay to a
more typical value. After performing several load pickups, operators
should get a better feel of cold versus typical feeder loads.
G) SALIENT ELECTRICAL CONCERNS DURING SYSTEM RESTORATION
Reliable frequency and voltage performance (both transient and steady state)
and reliable circuit energizations are major concerns during system
restoration, especially during initial stages. The following general
guidelines address these concerns.
1. TRANSMISSION LINE CHARGING
Anticipate the introduction of shunt MVAR charging from line
energizations and ensure that adequate reactive control exists prior to
line energizations. The following are typical charging values: .88
MVAR/mile for 345 KV, .28 MVAR/mile for 230 KV, and .07 MVAR/mile for 115
KV. These figures show charging to be a critical concern on the 345 KV, a
significant factor on the 230 KV circuits and their charging levels, and
a list of shunt devices within New England are provided in Appendices C-
E.
2. VOLTAGE SCHEDULES AT GENERATORS
Generating stations should work to maintain voltage schedules below
normal levels during system restoration. This will help combat shunt MVAR
charging from lightly loaded transmission lines and consequential high
voltage and excessive switching surges. Lower voltage schedules will
reduce transmission line MVAR charging (which is a function of voltage
squared) and promote leading operation of generators and thus the
absorption of transmission line MVAR
Appendix A
4 of 6
<PAGE>
charging ____________________________________________________________
occur on transmission circuits, normal voltage schedules at generating
stations may become preferable. In any case, decisions on voltage
schedules should be based on actual system voltage levels and leading
reactive power limits on generators. (If a unit is at/near its leading
reactive power limit, other options for absorbing reactive power that has
to be absorbed should be exercised to restore leading reactive reserve on
generators.)
3. CIRCUIT ENERGIZATIONS
Perform circuit energizations in a deliberate manner, checking the status
of all associated facilities before and after energization. Synchronism,
reactive conditions, and switching surges should be considered. In
general, excessive switching surges are not anticipated for energizations
on the 115 or 230 KV.
In the early stages of system restoration, 345 KV line or 345/115 KV
transformer energizations should be done with a source that is
electrically close to the energization, and has a total capability of 100
MVA or more (could be one or more synchronized units). Even then, only
one to three 345 KV facilities could be energized reliably depending on
line length or transformers characteristics. As restoration progresses
and the total capability of synchronized sources builds up to several
hundred MVA spread out over the 345 KV system, the possibility of
excessive switching surges decreases substantially.
The simultaneous energization of a 345 KV transmission line and a 345
KV stepdown transformer should be avoided. In cases where this is not
possible (no breaker between the line and transformer), the energization
of these circuits should be done with a strong nearby source or in later
stages of system restoration when sources are strong.
In general, a reactor connected to the tertiaries of 345 KV stepdown
transformers should be closed-in prior to energization of the
transformers. This will help prevent excessively high switching and
steady state voltages. Prior to switching, operators should confirm that
the reactor will be beneficial, and be able to be supported after
switching. In cases where multiple reactors are available, operators
should decide how many reactors can/should be energized along with the
345 KV transformer.
4. SYNCHRONIZATIONS
Generating stations are the preferred locations for synchronizing units,
islands or systems together. These stations have synchronizing equipment
which is needed for
Appendix A
5 of 6
<PAGE>
regular unit phasing. Also, station operators are well versed in
synchronizing techniques. In the restoration procedures, some
synchronizations are planned at transmission (vs. generating) stations.
For then cases, the necessary synchronizing equipment, operator knowledge
and communication links to predefined generating stations (to match
frequency) have been considered.
H) INTER-SATELLITE TIES
The synchronization/energization of inter-Satellite ties should occur during
fairly early stages of system restoration. This would minimize problems
associated with having to synchronize many small islands or trying to match
frequencies of two large islands. It would also promote the most effective
use of available resources to restore the system in the least amount of time.
Appendix F lists the inter-Satellite ties.
I) INTER-POOL TIES
The same reasons for early establishment of inter-Satellite ties apply to
inter-Pool ties. However, the lack of direct control over switching
operations in other pools and their overall status/reliability should be
considered before establishing ties. Also, reliable operation of HVDC
converters requires that strong AC systems exist. For this reason, operators
should not attempt to energize HVDC ties during early phases of system
restoration. Appendix G lists the inter-Pool ties.
J) USE OF NON-UTILITY GENERATORS (NUGS)
Satellites will decide when to phase in available NUGs. The synchronization
of NUGs connected to the 345 KV must be coordinated with NEPEX.
Appendix A
6 of 6
<PAGE>
Appendix D
NEW ENGLAND TRANSMISSION REACTORS
(ALL MVAR VALUES AT NOMINAL VOLTAGE)
STATION NUMBER SIZE TOTAL
----------- ---------- -------- ---------
(MVAR) (MVAR)
Orrington 2 40 80
Surowiec 2 40 80
Scobie 2 40 80
Woburn 2 51 (42)** 102
North Cambridge 4* 51 (45.5,37)** 204
Comerford 12 19.8 237.6
Sandy Pond 3 160 480
* All 4 reactors at North Cambridge may not be available due to limitations on
the loading of the 345/115 KV transformer tertiary winding.
The Chester SVC has a nominal leading capability of 125 MVAR.
** The high impedance of the tertiary windings which these reactors are
connected to, significantly depresses the tertiary voltage thereby reducing
the reactors MVAR substantially below their nameplate rating of 51 MVAR.
<PAGE>
Appendix E
NEW ENGLAND TRANSMISSION CAPACITORS
(ALL VALUES AT NOMINAL VOLTAGE)
Station Size Station Size
----------- ------ ----------- ------
(MVAR)
CONVEX (MVAR) REMVEC
N. Bloomfield #1 39.6 E. Fairfax, Vt. 24.8
N. Bloomfield #2 39.6 Sandbar, Vt. 24.8
Manchester #1 39.8 Essex, Vt. 49.5
Manchester #2 39.8 Williston, Vt. 24.8
Manchester #3 39.8 Middlebury, Vt. 22.9
Berlin #1 39.8 N. Rutland, Vt. 24.8
Berlin #2 39.8 Berlin, Vt. 24.8
Berlin #3 39.8 Barre, Vt. 10.8
5.4
Frost Bridge #1 40.0 Millbury 63.0
Frost Bridge #2 40.0 Pratts Jct. 63.0
Plumtree #1 39.9 Tewskbury #1 63.0
Plumtree #2 39.9 Tewksbury #2 63.0
East Shore #1 42.0 Kent County 63.0
East Shore #2 42.0 Manchester St. 63.0
North Haven 42.0 Barnstable 39.0
Sacket 42.0 K-Street-1 53.6
Norwalk #1 39.7 K-Street-2 53.6
Norwalk #2 39.7 Mystic 53.6
Glenbrook #1 37.8 Lexington 53.6
Glenbrook #2 37.8 Baker Street #1 53.6
Glenbrook #3 37.8 Baker Street #2 53.6
Glenbrook #4 37.8 Needham 53.6
Total: 888.4 Framingham/Leland 53.6
NEW HAMPSHIRE number
------
Beebe 20.0 Comerford 8 31.5
Merrimack #1 37.5 Comerford 9 63
Merrimack #2 37.5 Sandy Pond 2 178
Total: 95.0 Sandy Pond 2 85
MAINE Sandy Pond 2 175
Orrington #1 67.0 Sandy Pond 2 186
Orrington #2 67.0 Sandy Pond 2 93
Orrington #3 67.0 Total 3,316.
4
Maine Yankee 30.0
Total: 231.0
The Chester SVC has a nominal lagging capability of 425 MVAR.
<PAGE>
MAINE OPERATING NO. 6
SYSTEM RESTORATION
TABLE OF CONTENTS
PAGES
-----
A) Introduction 1 - 4
B) Generation Concerns 5 & 7
C) Voltage Concerns 8 & 9
D) Establish Wyman/Harris Generation 10 - 12
E) Western Route to Maine Yankee 13 - 20
F) Central Route to Maine Yankee 21 - 25
G) Southern Route to W. F. Wyman 26 - 35
H) Tying Northern and Southern Loops 36
I) Connecting to Neighboring Systems 37
J) Connecting to New Hampshire 38 - 40
K) Connecting Bangor Hydro 41 - 44
L) Connecting Bangor with New Brunswick 45 - 48
M) 345 KV System Restoration Tying with N.E. 49 - 57
N) 115 KV System, Field Personnel List Appendix I
O) 345 KV System, Field Personnel List Appendix II
P) Control Room Personnel Flow Chart and
Assignments Appendix III
Q) System Restoration Diagrams Appendix IV)
Locations of Lighting Arresters Appendix V
S) Telephone List Appendix VI
February, 1993
Revised: 9/20/93
7/25/94
1/17/96
5/20/97
<PAGE>
[FIGURE OF MAINE OPERATING PROCEDURE #6 SYSTEM RESTORATION]
2
<PAGE>
MAINE OPERATING PROCEDURE NO. 6
A) INTRODUCTION
The first step that must be taken after a system disturbance is to
determine the extent of the outage, and then if possible at that time, determine
the cause. This will allow problem areas to be avoided until repairs can be
made. If the outage involves a portion of the system or the entire system there
shouldn't be any hesitation to implement this procedure. NEPEX, Bangor Hydro,
Maine Yankee and other manned stations should be notified of the conditions and
the intent to implement Maine Operating Procedure No. 6, then all personnel on
the Restoration Term and all Duty Supervisors should be notified to get field
personnel to the proper substations.
The purpose of this procedure is to provide a guide or a starting place in
the event of a total or partial system collapse (blackout). As the system is
ever changing, a rigid procedure would be impossible to create or follow,
therefore, the Restoration Coordinator must be able to tailor this procedure to
meet the needs of the system at the time of use.
The first objective is to provide an off-site station service supply to
Maine Yankee to improve the reliability of a safe shutdown. The plant has two
backup diesel generators with a total capability of approximately 5 MW. This
generation will provide the emergency power needed to safely shut the plant
down, but a top priority is to establish off site power. To accomplish this,
two routes forming a loop from Wyman/Harris Hydro (total capability of 167 MW)
to Maine Yankee have been mapped out, one through the western part of the system
and the other through the
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<PAGE>
central. Because of voltage concerns, the loop should be completed at Maine
Yankee since it is nearly the same distance back to Wyman Hydro on either route.
This sloop will be referred to as the Northern Loop. At the same time the
Northern Loop is being established, a Southern Loop will also be established by
starting at Skelton Hydro, total capability of 20 MW; energizing to Louden,
South Gorham, Spring Street and Moshers, and then to Yarmouth to provide start-
up power. Energizing into Cape 115 Substation will allow the Caps Gas turbines
to be phased on for additional 38 MW. This loop could be modified to be an
alternate source of power to Maine Yankee should the Northern Loop fail.
Due to the breaker configuration at Surowiec, Section 166 to Spring Street
will be energized from the Northern Loop. Synchronization of the Northern and
Southern Loops should be done at Spring Street as soon as possible.
The entire Maine restoration effort is under the direction of the Maine
Restoration Coordinator (See Appendix III) working closely with Restoration
Coordinators from Bangor, NEPEX, New Brunswick and other Satellites. Other
personnel under the direction of the Maine Restoration Coordinator are: the
Communications and Technical Service Coordinator, Information Coordinator,
Generation and River Control Coordinator, System Dispatch Switching Coordinator
(responsible for the Northern Loop and Southern Loop). Assignments for the
above coordinator positions, along with alternates, are shown in Appendix III.
SCADA control of substations will be considered a bonus. Staffing of all
crucial substations (See lists, Attachments I and II) is essential to the
success of the plan. This staffing must
4
<PAGE>
take place as soon as possible, depending on the length of time since station
service was lost, station batteries, breaker air pressure, SF6 gas heaters, etc.
may make substations non-operational until crews are able to connect temporary
power. Consideration must be given to river conditions, such as, crews for waste
gate control (auxiliary power), arrangements for additional water from storage,
etc.
The procedure outlines energizing the 345 KV system from New Brunswick to
Orrington, but no further south due to switching surge problems. When Yarmouth
#4 is ready to generate, energize Section 386 to South Gorham, tie into the 115
KV System to satisfy minimum load requirements, and then energize to Buxton 345.
Yarmouth #4 should be able to energize one or two additional 345 KV lines.
Synchronization to New England on the 345 KV system should be done at Buxton 345
or Deerfield Substation. All Buxton 345 breakers are equipped with sync check
relays set for a 40 degree phase angle.
This procedure is set up as a worksheet with detailed switching orders, a
place to enter the time of completion of each order, and a place to note if the
switch was opened manually or automatically. This information will aid in
analyzing the operation of switches at a later time. The first time a
substation is noted in the procedure, there is a reminder to perform a station
check and also turn off all reclosers. Turning reclosers off ahead of time will
reduce the chances of a switch closing when not desired and also prevents auto
reclosing for a disturbance when the system is weak, as in the early stage of
restoration. The format is to work with one section at a time, by going down
the section clearing it to the next substation
5
<PAGE>
where that bus is then stripped, then energizing the line and then the bus.
When the loops are established and station service is being supplied to
Maine Yankee and W. F. Wyman with a strong system and a surplus of generation,
ties with PSNH and Bangor should be established in coordination with NEPEX and
the corresponding company restoration coordinator. NEPEX may direct surplus
generation from one Satellite to another. This should be done before any
additional customer load is picked up. This is part of the team effort by PEPEX
Satellites to pickup New England as a whole.
6
<PAGE>
B) GENERATION CONCERNS
During system restoration, generator MW loading will be primarily dictated
by minimum load requirements to insure unit stability. This will be
accomplished by picking up station service and some customer load. Phase as
many units as possible on line. More units on line means stronger sources in
terms of synchronized inertia and control of frequency and voltage. Once
initial units have been phased on-line and minimum load requirements met, they
should pickup some or all the minimum load requirements of units about to be
phased on-line. This will allow load to be transferred as soon as the units are
phased. This method of providing minimum load requirements is generally
preferred to doing load pickups after a unit has been phased on-line.
Initially when few units are on-line, there will be limited options. As
restoration progresses and more units are phased on, spinning reserve should be
maintained to cover the loss of the unit generating the most megawatts.
Eventually, spinning reserve should be adequate to allow pickup of customer
loads while still maintaining coverage for the loss of the largest generating
unit and additional reserve for continued unit start-up demands.
Load pickup should be in block sizes that do not exceed 5% of total
synchronized generating capability. One exception to this would involve initial
phases of restoration where a large unit with slow governor response is
synchronized to a small unit after load pickup. Block sizes should be
restricted to 5% of the smaller unit's capability until additional units are
synchronized.
When picking up customer load, the possible effects of the load being
disconnected for a long period of time must be considered. The term "cold load"
is often used and can be two or
7
<PAGE>
more times the normal load on a circuit depending on the length of time the load
has been disconnected, weather conditions, time of day, etc. This load drops off
to normal load levels usually within a few minutes. Anticipate this extra load
and allow enough generation to cover it.
Frequency excursions resulting from load pickups can be reduced by
increasing system frequency prior to picking up load. During the early stages of
restoration when load block sizes are near 5% of synchronized generation, a
frequency increases of up to .4 HZ may be exercised. As the size of the system
grows and the ratio between load pickup and generation gets well below 5%, a
smaller increase will be necessary, to a point in the latter stages where no
increase in frequency will be necessary.
When possible, without delaying the restoration effort, distribution
feeders with under-frequency relaying should be avoided during the early stages
of restoration due to the expected frequency excursions when a block of load is
picked up. When the system has grown to a few hundred megawatts and experience
has been gained with frequency excursions, under-frequency relaying should be
restored to satisfy the 15% at 58.8 HZ level, and then in the latter stages of
restoration, the 10% at 59.3 HZ level.
Harris Hydro has a unique feature for under-frequency response. By
selecting the motoring mode in either Unit 2 or 3 (capability 35 MW each) and
backing the unit down to zero output, the under-frequency relays will be armed.
If the frequency drops to 59.5, the relays will cause the generator to load.
Within 10 seconds the generator will load to a desired gate opening set by the
gate limit control without any operator intervention. Only one unit may be put
in this mode to avoid having to much generation armed causing an over-frequency
situation.
8
<PAGE>
Co-generation plants offer a large amount of generation along strategic
points of the restoration loops. Consideration should be given to their use.
Many have quick turnaround times after a trip and fast ramp rates, which would
make them desirable as base load units to allow greater control range and
spinning reserve on our large hydro units.
9
<PAGE>
C) VOLTAGE CONCERNS
During system collapse, it is possible for transformer load tap changers
(LTC) to go to full boost in an effort to maintain normal voltage levels,
therefore, LTC positions must be checked and brought back to normal operating
ranges before transformers are energized to prevent damage to equipment. In
some cases, due to the lack of station service, LTC's may have to be cranked
manually.
Due to the great distance between substations, consideration must be given
to line charging and the effects on voltage levels. The following are typical
charging values:
345 KV = .88 MVAR per mile
115 KV = .07 MVAR per mile
It is obvious that this is a greater concern at the 345 KV level than the
115 KV level, but should always be noted. The restoration procedure notes
charging values of each line as it is energized. During the early stages of
restoration, prior to any significant MW flow on the transmission system,
generators should maintain a lower than normal voltage schedule to help reduce
the efforts of line charging on system voltage. Aside from generator voltage
regulation, reactors and pickup of additional load will keep voltage levels down
if high voltage is a problem, and many substations have 34 KV capacitors banks
if low voltage is a problem. In either case, and in the final stages of
restoration when energizing a bus not described in the restoration procedure, be
sure the bus is completely stripped and transformer LTC'S are near normal
operating ranges and all reclosers are turned off before energizing.
When energizing a line or piece of equipment, if possible, energize with
lightning arresters in service, to provide extreme voltage protection. If a
line or piece of equipment trips during
10
<PAGE>
the Restoration Procedure, it should be thoroughly inspected before attempting
to re-energize.
Reactors at Surowiec and Orrington should be used when energizing the
transformers at those stations to help absorb excessively high switching and
steady state voltages. There are two 40 MVAR reactors at both Surowiec and
Orrington. Depending on voltage levels, prior to closing the transformer, high
side switches, one or both reactor switches should be closed.
11
<PAGE>
D) ESTABLISH WYMAN/HARRIS GENERATION
1. WYMAN HYDRO
Station check O.K., all reclosers OFF [ ]
OPEN K-82-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K-66-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K83-5 _____:_____ [ ] MANU [ ] AUTO
OPEN K63-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K215-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KBT _____:_____ [ ] MANU [ ] AUTO
OPEN 872D1 _____:_____ [ ] MANU [ ] AUTO
2. MOSCOW
Contact Moscow AFB at 672-4445 to check on status of the site. If okay,
notify them of a system wide blackout and ask that when power is restored to
please keep usage to a minimum with as few surges as possible, as they will be
restored in the very early stages of system restoration.
A. If SCADA control of Moscow is available, proceed to Step #3 of the
Restoration Plan.
B. If SCADA control of Moscow is not available, instruct hydro/stations
personnel to go to Moscow as soon as possible for manual switching.
Instruct the Harris Operator to Open Switch TIL and pickup local load with
#1 generator and proceed to Step #6 of the Restoration Plan, deleting
portions dealing with Harris Hydro and Section 82.
12
<PAGE>
3. MOSCOW
Sector #1 - Station check O.K., all reclosers OFF [ ]
OPEN TR1 _____:_____ [ ] MANU [ ] AUTO
OPEN TR2 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
Sector #3 - Station Check O.K., all reclosers OFF [ ]
OPEN K82-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K222-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KSCR3-1 _____:_____ [ ] MANU [ ] AUTO
OPEN TR3 _____:_____ [ ] MANU [ ] AUTO
OPEN KT3H _____:_____ [ ] MANU [ ] AUTO
4. HARRIS HYDRO
Station check O.K., all reclosers OFF [ ]
OPEN 823D2 _____:_____ [ ] MANU [ ] AUTO
Start #2 Generator
CLOSE 823D2 _____:_____
Note: Section 222 now energized to Moscow Sector #3.
Section 222 24.3 Miles = 1.7 MVAR
5. MOSCOW
Sector #3
CLOSE K222-1 _____:_____
T3 LTC to Neutral
CLOSE KT3H _____:_____
CLOSE TR3 _____:_____
CLOSE KSCR3-1 _____:_____
Sector #1
T1 LTC to Neutral
CLOSE KT1H _____:_____
CLOSE TR1 _____:_____
13
<PAGE>
MOSCOW (CONT'D)
CLOSE TR2 _____:_____
Sector #3
CLOSE K82-2 _____:_____
Note: Section 82 now energized to Wyman Hydro.
Section 82 5.76 Miles = .4 MVAR
6. WYMAN HYDRO
CLOSE K82-1 _____:_____ BUS ENERGIZED
CLOSE KBT _____:_____ GEN BUS ENERGIZED
CLOSE 872D1 _____:_____
PHASE #1 Gen On-line _____:_____ MIN. LOAD 5 MW
PHASE #2 Gen On-line _____:_____ MOTOR = .6MW
PHASE #3 Gen On-line _____:_____ MOTOR = .6MW
7. HARRIS HYDRO
PHASE #3 Gen On-line _____:_____ MOTOR = 1.8MW
PHASE #1 Gen On-line _____:_____ MIN. LOAD 3 MW
PHASE #4 Gen On-line _____:_____ MIN. LOAD 1.5 MW
14
<PAGE>
E) WESTERN ROUTE TO MAINE YANKEE
1. LIVERMORE FALLS
Station check O.K., all reclosers OFF [ ]
OPEN K200-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K63-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K89-1 _____:_____ [ ] MANU [ ] AUTO
OPEN 428D1 _____:_____ [ ] MANU [ ] AUTO
OPEN 428D2 _____:_____ [ ] MANU [ ] AUTO
OPEN 428D3 _____:_____ [ ] MANU [ ] AUTO
OPEN 428K4 _____:_____ [ ] MANU [ ] AUTO
OPEN T1L _____:_____ [ ] MANU [ ] AUTO
OPEN T1H _____:_____ [ ] MANU [ ] AUTO
OPEN T2H _____:_____ [ ] MANU [ ] AUTO
2. STURTEVANT
Station check O.K., all reclosers OFF [ ]
OPEN 858D1 _____:_____ [ ] MANU [ ] AUTO
OPEN 858D3 _____:_____ [ ] MANU [ ] AUTO
OPEN 858D4 _____:_____ [ ] MANU [ ] AUTO
OPEN T1H _____:_____ [ ] MANU [ ] AUTO
OPEN T2L _____:_____ [ ] MANU [ ] AUTO
OPEN T2H _____:_____ [ ] MANU [ ] AUTO
3. MADISON PAPER
Station check O.K. [ ]
OPEN 63B-2 _____:_____
4. WILLIAMS HYDRO
Station check O.K., all reclosers OFF [ ]
OPEN L63A-2 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
15
<PAGE>
OPEN 867D1 _____:_____ [ ] MANU [ ] AUTO
OPEN T3/4H _____:_____ [ ] MANU [ ] AUTO
5. WYMAN HYDRO
CLOSE K63-1 _____:_____
Note: Section 63 energized to Livermore Falls.
Section 63 47.16 Miles = 3.3 MVAR
6. WILLIAMS HYDRO
CLOSE K63A-2 _____:_____
CLOSE KT1L _____:_____ STATION SERVICE
PHASE #1 Gen On-line _____:_____ MIN LOAD 1 MW
PHASE #2 Gen On-line _____:_____ MIN LOAD 1 MW
CLOSE T3/4H _____:_____
Close 867D1 _____:_____
7. MADISON PAPER
Consider picking up a small amount of load, emergency
load, waste gates, etc., also possible generation, if
desired.
CLOSE 63B-2 _____:_____
8. STURTEVANT
Consider picking up a small amount of load, system
stability voltage suppression, etc.
T2 LTC To Neutral _____:_____
CLOSE T2H _____:_____
CLOSE T2L _____:_____
CLOSE 858D3 _____:_____
CLOSE 858D4 _____:_____
16
<PAGE>
It is not recommended to try to pickup T1 unless Line
Department has cleared 858D1, to allow each outlying
substation to be energized separately when this is
complete.
T1 LTC To Neutral _____:_____
CLOSE T1H _____:_____
CLOSE 858D1 _____:_____
9. LIVERMORE FALLS
CLOSE K63-2 _____:_____
T1 LTC To Neutral _____:_____
CLOSE T1H _____:_____
CLOSE T1L _____:_____
T2 LTC To Neutral _____:_____
CLOSE T2H _____:_____
Consider picking up a small amount of load for
stability and voltage suppression.
CLOSE 428D1 _____:_____
CLOSE 428D2 _____:_____
CLOSE 428D3 _____:_____
It is not recommended at this time to CLOSE 428K4, due
to possible heavy mill demand. Contact Chisholm at
897-3431, Ext. 25.
If desired,
CLOSE 428K4 _____:_____
10. ALTERNATE ENERGY
Station check O.K. [ ]
CLOSE 200A-1 _____:_____
11. GULF ISLAND
Station check O.K., all reclosers OFF [ ]
17
<PAGE>
OPEN K200-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K212-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K201-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K64-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K61-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT4L _____:_____ [ ] MANU [ ] AUTO
OPEN KT4H _____:_____ [ ] MANU [ ] AUTO
OPEN K50-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K46-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K45-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K72-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K76-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K41-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KBS1/2 _____:_____ [ ] MANU [ ] AUTO
12. LIVERMORE FALLS
CLOSE K200-4 _____:_____
Note: Section 200 energized to Gulf Island.
Section 200 24.32 Miles = 1.7 MVAR
13. GULF ISLAND
CLOSE K200-1 _____:_____ BUS ENERGIZED
T4 LTC To Neutral _____:_____
CLOSE KT4H _____:_____
CLOSE KT4L _____:_____ 34 KV BUS ENERGIZED
CLOSE KBS1/2 _____:_____ STATION SERVICE
PHASE #1 Gen On-line _____:_____ MIN. LOAD 2 MV
PHASE #2 Gen On-line _____:_____ MIN. LOAD 2 MV
PHASE #3 Gen On-line _____:_____ MIN. LOAD 2 MV
Consider picking up load/generation at Deer Rips and
Monty Hydro via Section 45 & 46.
18
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14. SUROWIEC
Station check O.K., all reclosers OFF [ ]
OPEN K69-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K166/69 _____:_____ [ ] MANU [ ] AUTO
OPEN K166-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K208-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K167-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K64/167 _____:_____ [ ] MANU [ ] AUTO
OPEN k64-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K81-3 _____:_____ [ ] MANU [ ] AUTO
OPEN K62/81 _____:_____ [ ] MANU [ ] AUTO
OPEN K62-2 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
Check OPEN KR1 _____:_____
Check OPEN KR2 _____:_____
15. GULF ISLAND
CLOSE K64-1 _____:_____
Note: Section 64 energized to Surowiec
Section 64 17.56 Miles + 1.2 MVAR
16. SUROWIEC
CLOSE K64-2 _____:_____ #1 BUS ENERGIZED
Consider closing KT1L to pickup station service and
use of reactors. If desired,
CLOSE KT1L _____:_____
17. SPRING STREET
Station check O.K., all reclosers OFF [ ]
OPEN K166-2 _____:_____ [ ] MANU [ ] AUTO
OPEN 166-2E DISC _____:_____
19
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Disconnects are open to prevent tying Northern Loop
with the Southern Loop until desired.
18. TOPSHAM 115
Station check O.K., all reclosers OFF [ ]
Turn 83CO to OFF position _____:_____
Check OPEN 69/81A _____:_____
OPEN KT3L _____:_____ [ ] MANU [ ] AUTO
OPEN KT3H _____:_____ [ ] MANU [ ] AUTO
Check CLOSED 691 _____:_____
Check CLOSED 696 _____:_____
19. BATH 115
Station check O.K., all reclosers OFF [ ]
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
20. MAINE YANKEE
Note: Delete this Step if Maine Yankee bus is energized
via the Central route
Station check O.K., all reclosers OFF [ ]
OPEN K69-7 _____:_____ [ ] MANU [ ] AUTO
OPEN KBT _____:_____ [ ] MANU [ ] AUTO
OPEN K207-1 _____:_____ [ ] MANU [ ] AUTO
Check OPEN KR1 _____:_____ CONTROL ON MANUAL
OPEN LOW SIDE X14 _____:_____ [ ] MANU [ ] AUTO
OPEN LOW SIDE X16 _____:_____ [ ] MANU [ ] AUTO
Note: Switches T14H and T16H are operate dead line
only, leave closed.
21. SUROWIEC
CLOSE K166-1 _____:_____
20
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Note: Section 166 energized to Spring Street.
Section 166 24.18 Miles = 1.7 MVAR
CLOSE K166/69 _____:_____
Note: Section 69 energized to Maine Yankee.
Section 69 33.62 Miles = 2.4 MVAR
22. MAINE YANKEE
A. If Maine Yankee 115 KV bus is energized via the
Central route, make the tie with K69-7. Caution should be
used when compelling the loop to check for voltage
difference between bus and Section 69. Make necessary
adjustments.
CLOSE K69-7 _____:_____ TIE COMPLETE
Work with Maine Yankee to pickup station service as
generation and system conditions allow.
B. If Maine Yankee 115 KV bus is not energized via the
Central route:
CLOSE K69-7 _____:_____ BUS & T14 ENERGIZED
CLOSE KBT _____:_____ T16 ENERGIZED
Work with Maine Yankee to pickup station service as
generation and system conditions allow. Estimated demand
once station service is available is 10 MW and may
increase to as much as 15 MW after eight hours and up to
30 MW when attempting to put unit on-line.
21
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F) CENTRAL ROUTE TO MAINE YANKEE
1. WINSLOW
Station check O.K., all reclosers OFF [ ]
OPEN K83-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K84-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
OPEN KT3L _____:_____ [ ] MANU [ ] AUTO
OPEN KT3H _____:_____ [ ] MANU [ ] AUTO
2. SCOTT HINKLEY
Station check O.K. [ ]
OPEN K83C-2 _____:_____ [ ] MANU [ ] AUTO
3. LAKEWOOD 115
Station check O.K., all reclosers OFF [ ]
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
4. WYMAN HYDRO
CLOSE K83-5 _____:_____
Note: Section 83 energized to Winslow.
Section 83 42.13 Miles = 2.9 MVAR
5. WINSLOW
CLOSE K83-1 _____:_____ BUS ENERGIZED
Consider closing transformers to energize 34 KV bus to
pickup some load and also gain use of the capacitor 9.0
MVAR.
22
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6. MAXCY'S
Station check O.K., all reclosers OFF [ ]
OPEN KT3L-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT3L-2 _____:_____ [ ] MANU [ ] AUTO
OPEN T3H _____:_____
OPEN K88-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K68-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K84-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K60-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K67-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K80-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN T1H _____:_____
7. WINSLOW
CLOSE K84-1 _____:_____
Note: Section 84 energized to Maxcy's.
Section 84 25.69 Miles = 1.8 MVAR
8. MAXCY'S
CLOSE K84-2 _____:_____ #2 BUS ENERGIZED
9. MASON
Station check O.K., all reclosers OFF [ ]
OPEN KT9L-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT9L-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K207-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K68-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K81-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K204-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT10L _____:_____ [ ] MANU [ ] AUTO
OPEN KT10H _____:_____ [ ] MANU [ ] AUTO
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Mason (Cont'd)
OPEN K21 _____:_____ [ ] MANU [ ] AUTO
CHECK OPEN K3 _____:_____
CHECK OPEN K4 _____:_____
CHECK OPEN K5 _____:_____
10. MAXCY'S
CLOSE K68-2 _____:_____
Note: Section 68 energized to Mason.
Section 68 23.19 miles = 1.6 MVAR
11. MASON
CLOSE/*/ K68-1 _____:_____ #1 BUS ENERGIZED
/*/ Note: Should be closed by man on site, due to the lack
of voltage or synch check relays when closed via
SCADA.
12. MAINE YANKEE
Note: Delete this Step if Maine Yankee bus is energized
via the Western route.
Station check O.K., all Reclosers OFF [ ]
OPEN K69-7 _____:_____ [ ] MANU [ ] AUTO
OPEN KBT _____:_____ [ ] MANU [ ] AUTO
OPEN K207-1 _____:_____ [ ] MANU [ ] AUTO
CHECK OPEN KR1 _____:_____ CONTROL OR MANUAL
OPEN LOW SIDE X14 _____:_____ [ ] MANU [ ] AUTO
OPEN LOW SIDE X16 _____:_____ [ ] MANU [ ] AUTO
Note: Switches T14H & T16H are operated dead line only,
leave closed.
24
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13. MASON
CLOSE/*/ K207-2 _____:_____
/*/ Note: Should be closed by man on-site due to the lack
of voltage or synch check relays when closed via
SCADA.
Note: Section 207 energized to Maine Yankee.
Section 207 6.64 Miles = .5 MVAR
14. MAINE YANKEE
A. If Maine Yankee 115 KV bus is energized via the
Western route, make tie with K207-1. Caution should be
used when completing the loop to check for voltage
difference between the bus and Section 207. Make
necessary adjustments.
CLOSE K207-1 _____:_____ TIE COMPLETE
Work with Maine Yankee to pick up station service as
generation and system conditions allow.
B. If Maine Yankee 115 KV bus is not energized via the
Western Loop:
CLOSE K207-1 _____:_____ BUS & T16 ENERGIZED
CLOSE KBT _____:_____ T14 ENERGIZED
Work with Maine Yankee to pick up station service as
generation and system conditions allow. Estimated demand
once station is available is 10 MW and as much as 15 MW
after eight hours, and 30 MW when attempting to put unit
back on-line.
25
<PAGE>
G) SOUTHERN ROUTE TO W.F. WYMAN
1. LOUDEN
Station check O.K., all reclosers OFF [ ]
OPEN K250-1 _____:_____ [ ] MANU [ ] AUTO
LOUDEN (CONT'D)
OPEN K163-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K219-3 _____:_____ [ ] MANU [ ] AUTO
OPEN K220-3 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
OPEN T2H _____:_____ [ ] MANU [ ] AUTO
OPEN K158-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K159-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K172-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K174-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K175-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KC1 _____:_____ [ ] MANU [ ] AUTO
OPEN 633D1 _____:_____ [ ] MANU [ ] AUTO
OPEN T3H _____:_____ [ ] MANU [ ] AUTO
2. SKELTON HYDRO
Station check O.K. [ ]
START #1 Generator _____:_____
CLOSE KG1 _____:_____
Note: Section 158 energized to Louden.
3. LOUDEN
CLOSE K158-2 _____:_____ 34 KV BUS ENERGIZED
CLOSE T3H _____:_____ T3 ENERGIZED
CLOSE 633D1 _____:_____ PICK UP 10 MW TO MEET
MIN. LOAD REQUIRED BY
BOTH SKELTON GENS.
26
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4. SKELTON
PHASE #2 Gen On-line _____:_____ MIN. LOAD 5 MW.
BALANCE LOAD BETWEEN
#1 AND #2 GENS.
5. SOUTH GORHAM
Station check O.K., all reclosers OFF [ ]
OPEN K219-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K162/219 _____:_____ [ ] MANU [ ] AUTO
OPEN K162-3 _____:_____ [ ] MANU [ ] AUTO
OPEN K220-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K169/220 _____:_____ [ ] MANU [ ] AUTO
OPEN K169-3 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____
OPEN T1H _____:_____
OPEN 223-1 _____:_____
6. LOUDEN
T1H LTC To Neutral
CLOSE Kt1h _____:_____
CLOSE Kt1l _____:_____ T1 & 115 KV BUS
ENERGIZED
CLOSE K219-3 _____:_____
Note: Section 219 energized to South Gorham.
Section 219 9.25 Miles = .64 MVAR
CLOSE K220-3 _____:_____
Note: Section 220 energized to South Gorham
Section 220 9.25 Miles = .64 MVAR
7. PRATT & WHITNEY
Station check O.K., [ ]
OPEN T1H _____:_____
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
27
<PAGE>
OPEN KT3H _____:_____ [ ] MANU [ ] AUTO
8. QUAKER HILL
Station check O.K., all reclosers OFF [ ]
OPEN K140-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K197-2 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
9. WEST BUXTON 115
Station check O.K., all reclosers OFF [ ]
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN 224-1 _____:_____ [ ] MANU [ ] AUTO
OPEN 223-2 _____:_____ [ ] MANU [ ] AUTO
10. WATERBORO
Station check O.K., [ ]
OPEN T1L _____:_____
OPEN T1H _____:_____
11. SANFORD 115
Station check O.K., all reclosers OFF [ ]
OPEN K225-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K140-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
28
<PAGE>
12. SOUTH GORHAM
CLOSE 223-1 _____:_____ Sect. 223 & So.
K219-1 _____:_____ Gorham Bus 2
K220-1 _____:_____ energized.
13. SPRING STREET
OPEN K160-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K169-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K164-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K166-2 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN T3L-1 _____:_____ [ ] MANU [ ] AUTO
OPEN T3H _____:_____
OPEN T4L _____:_____
OPEN KT4H _____:_____ [ ] MANU [ ] AUTO
OPEN 668D4 _____:_____
14. WEST BUXTON 115
CLOSE 223-2 _____:_____ Sections 223, 224 &
225 energized to
Sanford 115.
CLOSE 224-1 _____:_____
Put Auto Scheme on Manual
15. SOUTH GORHAM
CLOSE K169/220 _____:_____
Note: Section 169 energized to Spring Street.
Section 169 3.93 Miles = .27 MVAR
16. SPRING STREET
CLOSE K169-1 _____:_____ 115 KV ENERGIZED
T4 LTC to Neutral _____:_____
CLOSE KT4H _____:_____ T4 ENERGIZED
29
<PAGE>
SPRING STREET (CONT'D)
CLOSE T4L _____:_____
To pick up additional load for stability:
CLOSE 668D4 _____:_____
17. ELM STREET
Station check O.K., all reclosers OFF [ ]
OPEN 164-5 _____:_____
18. W.F. WYMAN
Station check O.K., all reclosers OFF [ ]
OPEN K164-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K165-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT12H _____:_____ [ ] MANU [ ] AUTO
OPEN KT11L _____:_____ [ ] MANU [ ] AUTO
OPEN T11H _____:_____
OPEN K10 _____:_____ [ ] MANU [ ] AUTO
OPEN T13H _____:_____
OPEN K198-1 _____:_____ [ ] MANU [ ] AUTO
CHECK OPEN KG1 _____:_____
CHECK OPEN KG2 _____:_____
CHECK OPEN KG3 _____:_____
CHECK CLOSED K30 _____:_____
CHECK CLOSED K31 _____:_____
19. SPRING STREET
CLOSE K164-2 _____:_____
Note: Section 164 energized to W.F. Wyman.
Section 164 23.25 Miles = 1.6 MVAR
20. W.F. WYMAN
CLOSE K164-1 _____:_____ 115 KV BUS ENERGIZED
30
<PAGE>
W.F. WYMAN (CONT'D)
T11 LTC To Neutral _____:_____
CLOSE T11H _____:_____
CLOSE KT11L _____:_____ 34 KV BUS ENERGIZED
When W.F. Wyman is ready to receive station service
power and internal breakers are open:
CLOSE K10 _____:_____
CLOSE KT12H _____:_____
Work with W.F. Wyman to pick up station service as
generation and system conditions allow. Estimated station
service demands for Units 1, 2, or 3 is 5 MW. If the unit
is hot, a phase-on time of 2 to 3 hours after establishing
station service is expected, and 8 to 10 hours for a cold
unit. Unit 4 station service demands may be as much as 10
MW with a phase-on time of 2 to 3 hours after establishing
station service if the unit is hot, and up to 20 hours if
the unit is cold.
21. MOSHERS
Station check O.K., all reclosers OFF [ ]
OPEN K161-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K162-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K165-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K167-2 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____
OPEN KBS2/3 _____:_____ [ ] MANU [ ] AUTO
OPEN T2L _____:_____ [ ] MANU [ ] AUTO
OPEN T2H _____:_____ [ ] MANU [ ] AUTO
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22. SOUTH GORHAM
CLOSE K162/219 _____:_____
Note: Section 162 energized to Moshers.
Section 162 3.38 Miles = .23 MVAR
CLOSE K162-3 _____:_____
CL0SE K169-3 _____:_____
23. MOSHERS
CLOSE K162-1 _____:_____ 115 KV BUS ENERGIZED
CLOSE K162-2 _____:_____
Note: Section 165 energized to W.F. Wyman.
Section 165 19.9 Miles = 1.39 MVAR
24. W.F. WYMAN
Caution should be used when completing the Loop to
check for voltage difference between the bus and Section
165.
CLOSE K165-1 _____:_____
The Loop from Skelton Hydro to W.F. Wyman is now
complete. An additional 40 MW of generation can be
obtained at Cape Gas Turbines.
25. PLEASANT HILL
Station check O.K., all reclosers OFF [ ]
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN T2L _____:_____
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
26. HINKLEY POND
Station check O.K., all reclosers OFF [ ]
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
32
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HINKLEY POND (CONT'D)
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
27. CAPE 115
Station check O.K., all reclosers OFF [ ]
OPEN K160-6 _____:_____ [ ] MANU [ ] AUTO
OPEN K275-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT2/3H _____:_____ [ ] MANU [ ] AUTO
OPEN KT4H _____:_____ [ ] MANU [ ] AUTO
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN T2H _____:_____
28. SPRING STREET
CLOSE K160-1 _____:_____
Note: Section 160 energized to Cape 115
Section 160 9.47 Miles = .66 MVAR
29. CAPE 115
CLOSE K160-6 _____:_____ 115 KV BUS ENERGIZED
CLOSE KT2/3H _____:_____
PHASE #4 Gas Turbine _____:_____ MIN. LOAD 5 MW
CLOSE KT4H _____:_____
PHASE #5 Gas Turbine _____:_____ MIN. LOAD 5 MW
33
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H) TYING NORTHERN AND SOUTHERN LOOPS
When Loops to Maine Yankee and W.F. Wyman are
complete, Section 166 at Spring Street (Southern Loop)
will be energized from Surowiec (Northern Loop).
Disconnects 166-2E will be opened and tagged. When ready
to tie the loops together:
CHECK OPEN K166-2
REMOVE TAG, CLOSE DISC 166-2E _____:_____
Due to the limited generating capability in the
Southern Loop, most of the adjustments will have to be
made in the Northern Loop to bring the two systems
together. With man on-site at Spring Street using sync
scope and matching voltage as close as possible.
CLOSE K166-2 _____:_____ LOOPS TIED TOGETHER
34
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I) CONNECTING TO NEIGHBORING SYSTEMS
The synchronization/energizing of inter-satellite ties
should occur during fairly early stages of system
restoration. This would minimize problems associated with
having to synchronize many small islands or trying to
match frequencies of two large islands. The NEPEX
Restoration Coordinator may direct generation to, or from
neighboring satellites for station service power. This
will promote the most effective use of available resources
to restore the entire system in the least amount of time.
This may be done before additional customer load is picked
up.
36
<PAGE>
J) CONNECTING TO NEW HAMPSHIRE
1. BIDDEFORD INDUSTRIAL PARK
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN T2L _____:_____
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
2. THREE RIVERS
PSNH reports Three Rivers bus is clear, ready to energize.
Section 250 _____:_____
3. LOUDEN
CLOSE K250-1 _____:_____
Note: Section 250 energized to Three Rivers.
Section 250 30.88 Miles = 2.16 MVAR
Work with PSNH to synchronize, match voltage, and tie
PSNH and Maine systems at Three Rivers. Use Schiller
and/or Yarmouth generation to do this. Once tie is made,
proceed to the next step to strengthen the tie by closing
Sections 197.
4. PRATT & WHITNEY
Station check O.K. [ ]
OPEN T1H _____:_____
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
OPEN KT3H _____:_____ [ ] MANU [ ] AUTO
5. QUAKER HILL
Station check O.K., all reclosers OFF [ ]
OPEN K140-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K197-2 _____:_____ [ ] MANU [ ] AUTO
36
<PAGE>
QUAKER HILL (CONT'D)
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
6. WEST BURTON 115
Station check O.K., [ ]
CLOSE 223-2 _____:_____ Sect. 223 energized
from Surowiec to W.
Buxton.
CLOSE 224-1 _____:_____
7. SANFORD 115
Station check O.K., [ ]
CLOSE K225-1 _____:_____ Sanford 115 bus
energized.
CLOSE K140-1 _____:_____ Sect. 140 energized
to Quaker Hill.
8. QUAKER HILL
CLOSE K140-4 _____:_____
Notify PSNH - ready to energize Section 197 to Three
Rivers.
CLOSE K197-2 _____:_____
Note: Section 197 energized to Three Rivers.
Section 197 9.38 Miles = .7 MVAR
9. Work with PSNH to match voltage between Section 197 and
the Three Rivers bus using Schiller/Yarmouth generation.
37
<PAGE>
10. THREE RIVERS
CLOSE K197 _____:_____
38
<PAGE>
K) CONNECTING TO BANGOR HYDRO
Bangor Hydro has black start capability with hydro and
diesel generators, but has limited capability and will be
able to support a few small islands within their system.
It is expected that Bangor will be tied with New Brunswick
prior to the 115 KV tie from Bucksport. If this is the
case, the reverse power relays on Section 65 and 205
should be in service to protect for the loss of a large
generator in New Brunswick. If Bangor is not energized
from New Brunswick, the reverse power relays should be
disabled to prevent an undesirable separation from Bangor.
For the purpose of this procedure, it will be assumed that
Bangor is tied to New Brunswick and line switches 65-3 and
205-3 are open. The tying of the two systems will take
place at Orrington with a man on-site using a sync scope.
1. GORBELL
Station check O.K., [ ]
OPEN 66A-1 _____:_____
2. HARTLAND
Station check O.K., [ ]
OPEN 824D1 _____:_____ [ ] MANU [ ] AUTO
OPEN T1H _____:_____
OPEN 824D2 _____:_____ [ ] MANU [ ] AUTO
3. DETROIT
Station check O.K., all reclosers OFF [ ]
OPEN K66-4 _____:_____ [ ] MANU [ ] AUTO
OPEN K67-1 _____:_____ [ ] MANU [ ] AUTO
39
<PAGE>
DETROIT (CONT'D)
OPEN K85-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K203-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
4. WYMAN HYDRO
CLOSE K66-1 _____:_____
Note: Section 66 energized to Detroit.
Section 66 33.42 Miles = 2.33 MVAR
5. DETROIT
CLOSE K66-4 _____:_____ BUS ENERGIZED
6. BUCKSPORT
Station check O.K., all reclosers OFF [ ]
OPEN K65-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K86-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K203-2 _____:_____ [ ] MANU [ ] AUTO
OPEN K205-1 _____:_____ [ ] MANU [ ] AUTO
OPEN KBS1/2 _____:_____ [ ] MANU [ ] AUTO
OPEN KB1/1A _____:_____ [ ] MANU [ ] AUTO
OPEN KB2/2A _____:_____ [ ] MANU [ ] AUTO
OPEN T3L _____:_____
OPEN T3H-1 _____:_____
CHECK OPEN T3H-2 _____:_____
7. DETROIT
CLOSE K203-1 _____:_____
Note: Section 203 energized to Bucksport.
Section 203, 34.09 Miles = 2.38 MVAR
40
<PAGE>
8. BUCKSPORT
CLOSE K203-2 _____:_____ #2 BUS ENERGIZED
9. ORRINGTON
Station check O.K., all reclosers OFF [ ]
OPEN K205-2 _____:_____
OPEN K205/249 _____:_____
CLOSE/*/ 205-3 _____:_____ /*/ONLY IF 205-3 WAS
OPENED WHEN
ENERGIZING FROM NEW
BRUNSWICK
10. BUCKSPORT
CLOSE K205-1 _____:_____
Note: Section 205 energized to Orrington
Section 205 12.05 Miles = .84 MVAR
Reverse power relay CMPFG002, trips K205-1 at 25 MW
flow to Orrington, (instantaneous trip). If Bangor is
tied with New Brunswick, leave relays in service to
protect for a run back on the tie. Example: Loss of
Point LePreau. If Bangor is not tied with New Brunswick,
disable relays to avoid trips due to flows into Orrington.
11. ORRINGTON
Match voltages and with man o-site using sync. scope.
CLOSE K205-2 _____:_____ TIE COMPLETE
CLOSE K205/249 _____:_____
Strengthen the tie with Bangor by energizing Section 65.
OPEN K65-2 _____:_____
OPEN K65/248 _____:_____
41
<PAGE>
ORRINGTON (CONT'D)
CLOSE/*/ 65-3 _____:_____ /*/ONLY IF 65-3 WAS
OPENED WHEN
ENERGIZING FROM NEW
BRUNSWICK.
12. BUCKSPORT
CLOSE K65-1 _____:_____
Section 65 12.44 Miles = .9 MVAR
13. ORRINGTON
CLOSE K65-2 _____:_____
CLOSE K65/248 _____:_____
If Bangor Hydro Electric is tied with New Brunswick
and reverse power relays are in service, flow now
increased to 50 MW North Sections 205 & 65 (instantaneous
trip).
42
<PAGE>
L) CONNECT BANGOR HYDRO WITH NEW BRUNSWICK
If available, New Brunswick can energize Section 396
to Orrington and tie with Bangor Hydro. It is not
recommended to try to energize any further South due to
stability problems. Due to the length of Section 396, it
is expected that there will be high voltage problems at
Orrington when the line is energized from New Brunswick.
For this reason, Switches K396-1, KT1H, and both reactors
at Orrington should be closed prior to energizing Section
396. Once Section 396 is energized, the Chester SVC will
be energized and the reactors at Orrington will be opened
as voltage levels and capability of the SVC allow. For
the purpose of this procedure, it is assumed that Bangor
is an island and that the 115 KV ties with Central Maine
Power have not been established.
1. ORRINGTON
Station check O.K., all reclosers OFF [ ]
CLOSE K396-1 _____:_____
-----
OPEN KBS3/4 _____:_____ [ ] MANU [ ] AUTO
OPEN K396/388 _____:_____ [ ] MANU [ ] AUTO
OPEN 388-3 _____:_____
OPEN KT1L _____:_____ [ ] MANU [ ] AUTO
CLOSE KT1H _____:_____
-----
OPEN KT2L _____:_____ [ ] MANU [ ] AUTO
OPEN KT2H _____:_____ [ ] MANU [ ] AUTO
CLOSE KR1 _____:_____
-----
CLOSE KR2 _____:_____
-----
T1 LTC To Neutral _____:_____
T2 LTC To Neutral _____:_____
OPEN K248-1 _____:_____ [ ] MANU [ ] AUTO
43
<PAGE>
OPEN K249-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K65/248 _____:_____ [ ] MANU [ ] AUTO
OPEN K205/249 _____:_____ [ ] MANU [ ] AUTO
OPEN K247-1 _____:_____ [ ] MANU [ ] AUTO
OPEN 65-2 _____:_____
OPEN 65-3/*/ _____:_____ [ ] MANU [ ] AUTO
OPEN K205-2 _____:_____
OPEN 205-3/*/ _____:_____
OPEN KC1 _____:_____
OPEN KC2 _____:_____
OPEN KC3 _____:_____
/*/Note: These switches are opened to allow ring bus to be
completed without energizing Section 65 and 205.
2. CHESTER SVC
Station check O.K. [ ]
OPEN KT1H _____:_____ [ ] MANU [ ] AUTO
3. After getting permission from NEPEX and when New Brusnwick
is ready to energize Section 396 and Transformer #1 at
Orrington, set up a conference call with New Brunswick and
Bangor Hydro.
Give permission to energize Section 396 _____:______
Note: Section 396 energized to Orrington.
Section 396 150 Miles = 132 MVAR
4. CHESTER SVC
As soon as Section 396 is alive,
CLOSE KT1H _____:_____
with SVC in V-Ref, assign a setpoint of 346 KV.
44
<PAGE>
5. ORRINGTON
As voltage conditions and capability of the Chester
SVC allow OPEN Switches KR1 and KR2.
CLOSE KT1L _____:_____ #1 BUS ENERGIZED
When Bangor is ready:
CLOSE K248-1 _____:_____ BANGOR SYSTEM
ENERGIZED
CLOSE K249-1 _____:_____
Allow Bangor to work directly with New Brunswick to
set up necessary load transfers.
CLOSE K65/248 _____:_____
CLOSE K205/249 _____:_____
CLOSE K65-2 _____:_____
CLOSE K205-2 _____:_____ RING BUS COMPLETE
Strengthen the tie with New Brunswick by energizing T2.
CLOSE KT2H _____:_____
CLOSE KBS3/4 _____:_____ #4 BUS & T2 ENERGIZED
CLOSE K396/388 _____:_____
Match voltage between T2 low side and 115 KV bus
CLOSE KT2L _____:_____
M) TYING WITH SOUTHERN NEW ENGLAND
1. BUXTON 345
Station check O.K., all reclosers OFF [ ]
OPEN K374-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K385/374 _____:_____ [ ] MANU [ ] AUTO
OPEN K385-1 _____:_____ [ ] MANU [ ] AUTO
OPEN K391/386 _____:_____ [ ] MANU [ ] AUTO
OPEN K391-1 _____:_____ [ ] MANU [ ] AUTO
OPEN 375-2 _____:_____
OPEN 391-2 _____:_____
45
<PAGE>
Note: Due to the parallel path and long length of
Sections 391 & 375 (391 = 67.7 Miles, 375 = 56.2
Miles), they will not be energized until system
conditions allow proper voltage control.
2. SOUTH GORHAM
Station check O.K. [ ]
CHECK OPEN KT1L _____:_____
CHECK OPEN T1H _____:_____
3. W.F. WYMAN
Station check O.K. [ ]
When Unit #4 is ready to come on-line:
CLOSE KG4/386 _____:_____
Note: Section 386 is now energized from W.F. Wyman to
Buxton
345 - Section 386 30.31 Miles = 26.67 MVAR
4. SOUTH GORHAM
T1 LTC To Neutral _____:_____
CLOSE T1H _____:_____ T1 HIGH SIDE
ENERGIZED
With man on-site using sync scope, phase Yarmout #4 to
the 115 KV system, when in phase,
CLOSE KT1L _____:_____
5. W.F. WYMAN
Load #4 unit to minimum load (60 MW)
#4 unit has the following MVAR capability:
47
<PAGE>
Load Level MVAR Lagging MVAR Leading
---------- ------------ ------------
60 MW 485 MVAR 260 MVAR
300 MW 435 MVAR 272 MVAR
450 MW 360 MVAR 254 MVAR
600 MW 242 MVAR 209 MVAR
6. NEPEX may be ready at this point to tie the rest of New England with
Yarmouth #4 generation. If so, proceed with the plan. If not, go to Step
(8) to energize Section 374 and the Surowiec transformer and tie in with
the 115 KV system, then wait until NEPEX is ready to tie MAINE 345 KV
system with the rest of New England before proceeding any further. It is
not recommended to energize any more of the 345 KV system until tied with
the rest of New England.
7. BUXTON 345
NEPEX has the option of energizing Section 385 from
Buxton (Option A) or from Deerfield (Option B).
Option A
CLOSE K391/386 _____:______
CLOSE K391-1 _____:______
When NEPEX/PSNH are ready to tie MAINE 345 KV with
the rest of New England and Switches 785 and 851 are open
at Deerfield,
CLOSE K385-1 _____:______
Note: Section 385 energized from Buxton to Deerfield.
Section 385 49.15 Miles = 43.25 MVAR
PSNH will direct phasing at Deerfield.
Option B
CLOSE K391/386 _____:______
CLOSE K391-1 _____:______ BUS #2 ENERGIZED
47
<PAGE>
When NEPEX/PSNH are ready to tie MAINE 345 KV with
the rest of New England, PSNH will energize Section 385
from Deerfield. With a man on-site using sync scope and
making necessary voltage at frequency adjustments with
Yarmouth #4 and PSNH.
8. SUROWIEC
Station check O.K., all reclosers OFF [ ]
OPEN K374-4 _____:______ [ ] MANU [ ] AUTO
OPEN K374/377 _____:______ [ ] MANU [ ] AUTO
OPEN K377-1 _____:______ [ ] MANU [ ] AUTO
OPEN KT1L _____:______ [ ] MANU [ ] AUTO
OPEN KT1H _____:______ [ ] MANU [ ] AUTO
CHECK OPEN KR1 _____:______
CHECK OPEN KR1 _____:______
9. BUXTON 345
Notify NEPEX - ready to energize Section 374.
CLOSE/*/ K385/374 _____:______
/*/Note: Close only if tied with New England. If not, skip
this and just CLOSE K374-1.
CLOSE K374-1 _____:______
Note: Section 374 now energized to Surowiec.
Section 374 26.5 Miles = 23.3 MVAR.
10. SUROWIEC
Notify NEPEX - ready to energize Surowiec
transformer.
T1 TLC To Neutral
CLOSE KT1H _____:______
CLOSE/*/ KR1 and/or KR2 _____:______
48
<PAGE>
/*/To suppress voltage/switching surge when transformer
is energized:
CLOSE K374-4 _____:______ BUS #3 ENERGIZED AND
T1 HIGH SIDE ENERGIZED
Match voltage between 115 KV bus and the low side of
T1.
CLOSE KT1L _____:______ TIE MADE
11. MAINE YANKEE
Station check O.K., all reclosers OFF [ ]
OPEN KG1 _____:______ [ ] MANU [ ] AUTO
OPEN KG1/375 _____:______ [ ] MANU [ ] AUTO
OPEN K392-1 _____:______ [ ] MANU [ ] AUTO
OPEN K378/392 _____:______ [ ] MANU [ ] AUTO
OPEN K378-1 _____:______ [ ] MANU [ ] AUTO
OPEN T1H _____:______
OPEN/*/ 375-1 _____:______
/*/To prevent energizing Section 375 when ring bus is closed.
12. MASON
Station check O.K., all reclosers OFF [ ]
OPEN KT9L-1 _____:______ [ ] MANU [ ] AUTO
OPEN KT9L-2 _____:______ [ ] MANU [ ] AUTO
T9 LTC To Neutral
13. SUROWIEC
Notify NEPEX - ready to energize Section 377.
CLOSE K377-1 _____:______
Note: Section 377 now energized to Maine Yankee
Section 377 29.78 Miles = 26.2 MVAR
CLOSE K374/377 _____:______ RING BUS COMPLETE
49
<PAGE>
14. MAINE YANKEE
Notify NEPEX--ready to energize Section 378 and Mason
transformer.
CLOSE K378-1 ____:______
Note: Section 378 now energized to Mason
Section 378 3.47 Miles = 3 MVAR
Mason T9 high side energized.
15. MASON
Match volate between 115 KV bus and T9.
CLOSE KT9L-1 ____:______
CLOSE KT9L-2 ____:______
16. MIAMI YANKEE
CLOSE KG1 ____:______
CLOSE KG1/375 ____:______ #2 BUS ENERGIZED
17. MAXCY'S
Station check OK; all reclosers OFF [ ]
OPEN K392-3 ____:______ [ ] MANU [ ] AUTO
OPEN K388-1 ____:______ [ ] MANU [ ] AUTO
MAXCY'S (CONT'D)
OPEN K388/392 ____:______ [ ] MANU [ ] AUTO
OPEN KT3L-1 ____:______ [ ] MANU [ ] AUTO
OPEN KT3L-2 ____:______ [ ] MANU [ ] AUTO
18. MAINE YANKEE
CLOSE K392-1 ____:______
Notify NEPEX--ready to energize Section 392.
Note: Section 392 now energized to Maxcy's
Section 392 25.88 = 3 MVAR
CLOSE K378/392 ____:______ RING BUS COMPLETE
50
<PAGE>
19. MAXCY'S
Notify NEPEX--ready to energize Maxcy's
transformer.
T3 LTC to Neutral ____:______
CLOSE K392-3 ____:______ T3 ENERGIZED
Match voltage between 115 KV bus and T3
CLOSE KT3L-1 ____:______
CLOSE KT3L-2 ____:______
20. ORRINGTON
The following assumes that Bangor and New Brunswick
are tied together via Section 396 and that Bangor and CMP
are tied together via Sections 65 and 205. It also
assumes that all buses (345___ and 115 KV) and both
transformers are energized, and Switch 388-___ at
Orrington is open. If this is not the case, these steps
will have to be modified to meet the situation.
There are auto sync relays on the following switches
at Orrington: KBS3/4 and K396/388, but only if closing is
initiated via SCADA.
OPEN KT2L ____:______ LOAD REMOVED FROM T2
OPEN KBS3/4 ____:______
OPEN K396/388 ____:______ T2 DE-ENERGIZED
OPEN KR1 ____:______
OPEN KR2 ____:______
OPEN TR1-1* ____:______
43/T1-T2 to ____:______
T2 Position
CLOSE TR2-2* ____:______
51
<PAGE>
*NOTE: These steps are to prepare the reactors for use
when energizing Section 388 from Maxcy's to allow
voltage control on Section 388. Chester SVC will
provide control for Section 396.
CLOSE 388-3 ____:______
CLOSE KR1 and/or ____:______ To suppress voltage
KR2 surge when Section 388
and T2 are energized.
21. MAXCY'S
Notify NEPEX--ready to energize Section 388 and T2 at
Orrington.
CLOSE K388-1 ____:______
Note: Section 388 now energized to Orrington
Section 388 3. 54.89 Miles = 48.3 MVAR
Orrington T2 high side energized.
CLOSE K388/392 ____:______ RING BUS COMPLETE
22. ORRINGTON
Match voltage between Bus #3 (New Brunswick) and Bus
#4 (New England). The two systems should be in phase as
they are tied together on the 115 KV system. As a
precaution, use auto sync or KBS3/4.
CLOSE KBS3/4 ____:______ TIE COMPLETE
CLOSE K396/388 ____:______ RING BUS COMPLETE
Match voltage between 115 KV bus and T2.
CLOSE KT2L ____:______
52
<PAGE>
APPENDIX I
MAINE OPERATING PROCEDURE NO. 6
SYSTEM RESTORATION
N) 115 KV SYSTEM, FIELD PERSONNEL LIST
NORTHERN SUBSTATIONS SOUTHERN SUBSTATIONS
<TABLE>
<CAPTION>
F = Fairfield A = Augusta P = Portland B = Biddeford
<C> <S> <C> <C>
1. Moscow = F 1. Cape 115 = P
---------- ------------
2. Wyman Hydrow = F 2. Pleasant Hill = P
----------------
3. William Hydro = F 3. Spring Street = P
----------------- -----------------
4. Madison Paper = F* 4. Elm street = P*
5. Sturtevant = F* 5. Moshers = P
-----------
6. Lakewood 115 = F* 6. South Gorham = P
----------------
7. Scott Hinkley = F* 7. Louden = B
----------
8. Winslow = F 8. Hinkley Pond = P*
-----------
9. Maxcy's = A
-----------
(SECONDARY) (SECONDARY)
1. Gorbell = F* 1. Biddeford Ind. = B*
2. Hartland = F* 2. West Buxton 115 = P*
3. Detroit = F* 3. Pratt & Whitney = B*
4. Bucksport = F* 4. Quaker Hill = B
5. Maxcy's = A 5. Waterboro = P
6. Sanford 115 = P
WESTERN SUBSTATIONS W. F. WYMAN
L = Lewiston 1. Operators, Cape GT's
--------------------
1. Topsham 115 = L* SOUTHERN HYDRO
2. Bath 115 = L*
3. Maine Yankee = A 1. Operator, Skelton Hydro
---------------- -----------------------
4. Mason = A
---------
5. Livermore Falls = L NORTHERN HYDRO
-------------------
6. Gulf Island = L
---------------
7. Surowiec = L 1. Operator, Williams Hydro
------------ ------------------------
8. W. F. Wyman = P 2. Temp. Operator, Moscow
---------------
9. Alternate Energy = L*
</TABLE>
Underline -- Indicates Top Priority Staffing
Asterisk (*) -- Indicates substations that require switching only, No Constant
Staffing
<PAGE>
APPENDIX II
MAINE OPERATING PROCEDURE NO. 6
SYSTEM RESTORATION
0) 345 KV SYSTEM, FIELD PERSONNEL LIST
Northern Substations
--------------------
F = Fairfield A = Augusta
1. Maxcy's = A
Western Substations
-------------------
L = Lewiston P = Portland A = Augusta
1. Surowiec = L
2. W. F. Wyman = P
3. Maine Yankee = A
Southern Substations
--------------------
P = Portland B = Biddeford
1. Buxton 345 = P
Bangor Hydro
------------
1. Orrington
2. Chester SVC
345 KV SUBSTATIONS DO NOT NEED TO BE STAFFED UNTIL LATER IN THE RESTORATION
PROCEDURE.
1 of 1
<PAGE>
[ORGANIZATIONAL CHART GOES HERE]
APPENDIX III
<PAGE>
APPENDIX III
OPERATING PROCEDURE NO. 6
SYSTEM RESTORATION
CONTROL ROOM PERSONNEL LIST
COORDINATOR POSITIONS WITH ALTERNATES
1. RESTORATION COORDINATOR
Primary Art Higgins
-----------
Alternate Dave Drapeau
------------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
2. SYSTEM DISPATCH SWITCHING COORDINATOR
Primary Dave Drapeau
------------
Alternate Spare Dispatcher
----------------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
3. AREA DISPATCH SWITCHING COORDINATOR
Primary Doug Cross
----------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
4. GENERATION & RIVER CONTROL COORDINATOR
Primary Ken Caron
---------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
5. INFORMATION COORDINATOR
Primary John Hinkley
------------
Alternate Ken Caron
---------
Alternate Spare Dispatcher or Off-Duty Dispatcher
---------------------------------------
6. COMMUNICATION OR TECHNICAL SERVICE COORDINATOR
Primary Ricky Conant
------------
Alternate Stan Koski
----------
Alternate System Operations Engineering Person
------------------------------------
Page 2 of 4
<PAGE>
APPENDIX III
[Page missing]
Page 3 of 4
<PAGE>
APPENDIX III
OPERATING PROCEDURE NO. 6
SYSTEM RESTORATION
CONTROL ROOM PERSONNEL LIST
COORDINATOR POSITIONS WITH ALTERNATES
<TABLE>
<CAPTION>
Ext.
----
<S> <C>
1. RESTORATION COORDINATOR
Training Room -- Training Console 3859
2. SYSTEM DISPATCH SWITCHING COORDINATOR
System Control Room -- Switching Console 3851
3. AREA DISPATCH SWITCHING COORDINATOR
Area Control Room -- Area Support Console 3857
4. GENERATION & RIVER CONTROL COORDINATOR
System Control Room -- Load Console 3852
5. INFORMATION COORDINATOR
System Supervisor's Office 2404
6. COMMUNICATION OR TECHNICAL SERVICE COORDINATOR
System Control Room -- System Support Console 3853
7. NORTHERN SYSTEM SWITCHING DISPATCHER
System Control Room -- Switching Console 2411
8. SOUTHERN SYSTEM SWITCHING DISPATCHER
System Control Room -- Switching Support Console 2412
9. NORTHERN AREA SWITCHING DISPATCHER
Area Control Room -- Northern Console 3494
10. SOUTHERN AREA SWITCHING DISPATCHER
Area Control Room -- Southern Console 3492
11. LOAD DISPATCHER
System Control Room -- Load Console 2415
</TABLE>
Numbers Listed above are extensions of 1-207-623-3521
-----------------------------------------------------
Numbers to be answered by anyone available:
System Control Room 1-800-750-2976
1-207-622-1464
1-207-623-3826
Area Control Room 1-800-750-6934
1-800-870-9893
1-207-622-6140
Page 4 of 4
<PAGE>
APPENDIX V
MAINE OPERATING PROCEDURE NO.
SYSTEM RESTORATION
LIGHTNING ARRESTERS
Substations that do not have lightning arresters on equipment associated
with the Restoration Procedure and locations of possible alternate lightning
arresters:
1. BUXTON 345 NONE
2. DETROIT ONLY on Section 85 and 115/34 KV XFMR
3. LOUDEN NONE on Section 158, but YES on 34 KV bus, XFMRs and
Section 220
4. MAINE YANKEE ONLY on Sections 375 and 378
5. MAXCY'S ONLY on 345/115 KV and 115/34 KV XFMRs
6. ORRINGTON ONLY on 345/115 KV and XFMRs
7. SOUTH GORHAM ONLY on 345/115 KV XFMR
8. SUROWIEC ONLY on 345/115 KV XFMR
9. WATERBORO ONLY on 115/34 KV XFMR
10. WEST BUXTON 115 ONLY on 115/34 KV XFMR
Page 1 of 1
<PAGE>
APPENDIX VI
MAINE OPERATING PROCEDURE NO. 6
SYSTEM RESTORATION
TELEPHONE LIST
NEPEX (Senior) #3-025 1-413-535-4301
NEPEX (Security) #3-023 1-413-535-4302
NEPEX (Loader) #3-024 1-413-535-4303
CONVEX 1-800-296-0053
REMVEC #3-181 1-800-423-6029
PSNH #3-041 1-603-625-4624
NEW BRUNSWICK #3-017 1-506-458-4630
BANGOR HYDRO #3-042 1-207-942-4609
HARRIS HYDRO #3-053 1-207-672-4848
WYMAN HYDRO #3-054 1-207-672-4812
MOSCOW S/S #3-097 1-207-672-4167
WILLIAMS HYDRO #3-055 1-207-643-2470
MADISON PAPER #3-083 1-207-696-3307
STURTEVANT S/S #3-082 1-207-778-3864
LIVERMORE FALLS S/S #3-078 1-207-897-3454
ALTERNATE ENERGY #3-184 1-207-897-6592
GULF ISLAND 1-207-753-3474
SUROWIEC #3-064 1-207-688-4886
TOPSHAM S/S #3-076 1-207-725-8043
BATH S/S #3-077 1-207-443-4148
MAINE YANKEE #3-050 1-207-882-6321
MASON S/S #3-052 1-207-882-6212
MAXCY'S S/S #3-063 1-207-549-7101
WINSLOW S/S #3-087 1-207-872-7651
SCOTT (Hinckley) 1-207-453-9301
LAKEWOOD #3-089 1-207-474-5529
SKELTON HYDRO #3-465 1-207-929-8071
WESTON HYDRO (RCC) #3-056 1-207-474-3959
1 of 2
<PAGE>
GULF ISLAND #3-060 1-207-753-3472
BONNY EAGLE (RCC) #3-410 1-207-642-2208
LOUDEN S/S 1-207-284-7961
SOUTH GORHAM S/S #3-065 1-207-839-2331
SPRING STREET S/S #3-466 1-207-774-3609
ELM STREET S/S #3-427 1-207-846-3708
YARMOUTH STEAM #3-051 1-207-846-9055
MOSHERS S/S #3-449 1-207-854-2641
BIDDEFORD IND. PARK S/S #3-403 1-207-284-1515
THREE RIVERS S/S #3-470 1-207-748-0900
WEST BUXTON 115 S/S #3-475 1-207-727-4002
WATERBORO S/S
SANFORD 115 S/S #3-462 1-207-324-0756
PRATT & WHITNEY #3-455 1-207-676-9511
QUAKER HILL S/S #3-457 1-207-676-5561
DETROIT S/S #3-091 1-207-487-5130
BUCKSPORT S/S #3-094 1-207-469-3821
ORRINGTON S/S #3-062 1-207-825-4976
BUXTON 345 S/S #3-066 1-207-727-5330
SCOBIE S/S 1-603-634-2320
DEERFIELD 1-603-463-8314
PLEASANT HILL S/S #3-456 1-207-883-5249
HINCKLEY POND S/S #3-438 1-207-767-0754
CAPE S/S #3-415 1-207-799-5777
CAPE JETS #3-422 1-207-799-5777
2 of 2
<PAGE>
EXHIBIT 99.(L)
Schedule L
Interconnection Facilities Charge
The annual Interconnection Facilities Charge shall reimburse the Seller with an
appropriate allocation of property taxes, depreciation, cost of capital and
operations and maintenance expense for plant investments in Interconnection
Facilities (as defined in the Continuing Site/Interconnection Agreement) which
are used by both the Buyer and the Seller in the delivery and/or sale of
generation. Said Interconnection Facilities currently in use by the Seller are
identified in Attachment l.
The annual Interconnection Facilities Charge shall also compensate the Seller
for all reasonable costs and fees related to the operation of the
Interconnection Facilities, including taxes, costs and fees of all permits,
licenses, franchises or regulatory or other approvals necessary for construction
and operation of the Interconnection Facilities.
The annual Interconnection Facilities Charge will be determined based upon the
calculation shown below. The calculation will be updated annually, on or about
June 1st of each year, based upon historical data from the preceding calendar
year.
The total investment in the Interconnection Facilities will be the year-end book
value from the Seller's plant accounting records. The total investment will be
allocated between Buyer and Seller based upon the estimated usage of the
Interconnection Facilities, as set forth in Attachment l.
Property taxes will be allocated based on the total of the Seller's investment
in the Interconnection Facilities divided by the total of the Seller's
investment in the site where the Interconnection Facilities are located, as
recorded in the Seller's FERC Form l.
Depreciation expense will be based on the Seller's gross investment in the
Interconnection Facilities multiplied by the Seller's transmission plant
depreciation rate as recorded in the Seller's FERC Form l.
Cost of capital expense will be based on the Seller's year-end pre-tax cost of
capital, as determined by the Maine Public Utilities Commission, multiplied by
the Seller's year-end net book investment in the Interconnection Facilities.
Operation and maintenance expense will be based upon the total of the Seller's
transmission and distribution substation operations and maintenance expense, as
defined in Seller's accounting records, divided by the Seller's transmission and
distribution
<PAGE>
substation investment, as defined in the Seller's plant accounting records, and
multiplied by the Seller's investment in the Interconnection Facilities.
The sum of the property taxes, depreciation, cost of capital and operations and
maintenance expenses will be multiplied by the allocator based upon the
estimated usage of the Interconnection Facilities.
As referenced in ARTICLE 1 DEFINITIONS 1. 1(71) the Buyer will be obligated to
comply with the William F. Wyman Unit No. 4 Transmission Agreement, dated as of
November 1, 1974. These obligations include paying transmission support for
Section 164/167 and Section 386.
Attachment 2 of Schedule L illustrates the transmission support for Section
164/167 for the period July 1, 1997 thorough June 30, 1998 and the transmission
support for Section 386 for the period November l, 1996 through October 31,
1997.
Section 386 is currently under review for updating the transmission support
calculation for the period November 1, 1997 through October 31, 1998. The
transmission support calculation for Section 386 for this time period will be
available for billing in mid-December.
Supporting documentation for these calculations is attached.
<PAGE>
<TABLE>
<CAPTION>
Schedule L
Attachment 1
Central Maine Power Company
Generation Support Facilities
Estimation/Allocation of Charges
Cost
Interconnection Total Net Allocation Property Depreciation of
Facilities Investment Book Factor Taxes Capital
<S> <C> <C> <C> <C> <C> <C> <C>
37,474.65 12,021.87 50% 1,250.96 914.38 1,502.73
Harris Transformer No. 1
(incl in original
analysis; alloc
factor changed) 71,618.72 -- 72% 931.04 1,933.71 --
Section 222
(excluding land) 596,946.40 45,247 92% 8,056.43 16,117.55 8,503.27
Section 82
(excluding land) 132,668.31 7,786.62 80% 1,776.30 3,582.04 1,469.63
115KV Bus 2,316.26 -- 92% 30.11 62.54 --
Wyman Hydro K82-1 103,987.34 62,658.81 80% 1,351.84 2,807.66 7,832.35
Total
Williams #1 Transformer 62,049.46 23,842.11 61% 2,129.44 1,514.01 2,980.26
Section 63A 59,438.38 48,664.17 61% 2,039.84 1,450.30 6,083.02
<CAPTION>
Total Total
Expenses Support Chg
Interconnection O&M To Be *Allocation
Facilities Allocation Allocated Factor
<S> <C> <C> <C>
1,628.65 5,296.73 2,648.36
Harris Transformer No. 1
(incl in original
analysis; alloc
factor changed) 4,360.15 7,224.90 5,201.93
Section 222
(excluding land) 36,342.10 69,019.35 63,497.80
Section 82
(excluding land) 8,076.85 14,904.83 11,923.86
115KV Bus 141.01 233.66 214.97
Wyman Hydro K82-1 6,330.75 18,322.59 14,658.01
---------
Total 95,496.63
Williams #1 Transformer 2,696.67 9,320.38 5,685.43
Section 63A 2,583.19 12,156.35 7,415.37
Assumptions: 12.5% cost of capital
2.44% applied (weighted ave accts 361&2/352&3
4.346% total S/S O&M to Total S/S Investment
</TABLE>
<PAGE>
Schedule L
Attachment 2
W F Unit 4 Transmission Support
For Calendar Year 1997
<TABLE>
<CAPTION>
For the Period Annual Amount Ownership Total Support Chg
%
<S> <C> <C> <C> <C>
Section 164/167 Support July 97 to June 98 187,708.88 59.1547% $111,038.62
Section 386 Support Nov 96 to Oct 97 1,232,064.40 59.1547% $728,824.00
-----------
$839,862.62
===========
</TABLE>
<PAGE>
EXHIBIT 99.(M)
Schedule M
Insurance Requirements
Buyer and Seller shall maintain the following types of insurance at their
own costs and expense, in amounts not less than those set forth below. The
Seller reserves the right to self-insure up to a to be determined self-insurance
limit.
General Liability, including
automobile liability: $25,000,000
Employer's Liability: $25,000,000
Worker's Compensation: Statutory Limits
The Parties agree to negotiate in good faith to adjust the minimum policy
limits for these coverages every five years to take account of changes in
inflation.
<PAGE>
EXHIBIT 99.(N)
Schedule N
SEPARATION PRINCIPLES
<PAGE>
SEPARATION PRINCIPLES
Over the years, Seller has built an integrated generation, transmission and
distribution system designed to serve the electric energy requirements of its
retail and wholesale customers in an efficient and reliable manner. In order to
achieve maximum economic efficiency and reliability, there are many instances in
which communications, metering, control, operations and other equipment have
been integrated to serve a combination of generation, transmission and
distribution functions. In addition, there are many instances in which
equipment or facilities used for one function are physically located within
structures that are primarily used for another function.
Complete physical separation of generation facilities from transmission and
distribution facilities would be prohibitively expensive and of little or no
value to Seller or Buyer. Instead, Seller and Buyer intend, through the
Continuing Site/Interconnection Agreement and related documents, to establish a
regime that will allow the continued operation of generation, transmission and
distribution facilities in an efficient manner regardless of ownership.
The Continuing Site/Interconnection Agreement generally defines the
operational procedures, access rights, maintenance duties and other rights and
obligations of Seller and Buyer. Schedule A of the Continuing
Site/Interconnection Agreement describes the Points of Receipt on Seller's T&D
System and provides additional information regarding each generation site. The
Separation Document will, pursuant to these Separation Principles, provide the
detailed system descriptions necessary to facilitate the separation of ownership
between assets that will be retained by Seller and those that will be
transferred to Buyer, as well as the continued coordinated use, where necessary,
of certain generation, transmission and distribution facilities without the need
for physical separation. The Separation Document may also further identify
conditions, operations procedures and practices, maintenance and other issues
that are site specific and therefore are not identified in the Continuing
Site/Interconnection Agreement. The Separation Document will be prepared in
accordance with Section 3.5.3 of the Continuing Site/Interconnection Agreement,
and may result in the need to amend or modify Schedules A and/or D thereto or
Schedules 1.1(a)(27), 1.1(a)(33), 2.2(d) and/or Schedule 5.11 to the Asset
Purchase Agreement to reflect inadvertent or erroneous references or omissions.
In the absence of agreement of the Parties, unresolved disputes will be resolved
as provided in Article 13 [Disputes].
In the event of a conflict between the Continuing Site/Interconnection
Agreement and the Separation Document, the Separation Document will control.
The Separation Document: (a) will consist, among other things, of one-line
drawings, elementary diagrams, three-line diagrams, relay and control panel
front view and wiring diagrams, and other physical drawings showing equipment
layout and site plans (in each case, where available); (b) will be consistent
with Schedule A and/or D of the Continuing Site/Interconnection Agreement and
Schedules 1.1(a)(27), 1.1(a)(33), 2.2(d) and 5.11 to the APA, as amended or
<PAGE>
supplemented; and (c) will be developed in accordance with the Separation
Principles, including the following:
1. RECORDS: The drawings and property records contained in the Separation
Document will identify ownership and dispatch points of demarcation.
2. JOINT OWNERSHIP: Joint ownership will be avoided.
3. VISIBLE DISCONNECT: The Buyer will own the visible disconnect whenever
possible. The visible disconnect will be lockable, capable of tagging, and
under the control of the Maine Satellite or the System Operator.
4. COMMUNICATIONS: The Seller will retain ownership of the existing microwave
and 800 MHZ radio communications systems, except where used solely for
generation purposes. Seller will retain ownership of fiber optic
installations.
5. PROTECTION SYSTEMS: Protection systems, including fault interrupting
devices, will be owned by the Party whose equipment is protected by the
system or device.
6. SCADA: Shared SCADA systems will be owned by Seller.
7. BATTERIES: Battery systems will be owned by the Buyer, except at the
following locations:
Mason
Factory Island
Battery systems used for microwave and radio will be owned by the Seller.
8. STATION SERVICE: Buyer will own those station service transformers that
serve generation loads.
9. ACCESS: Buyer will own access roads, gates and fences that are used
exclusively by Buyer or jointly by Seller and Buyer. Seller will own those
that are used exclusively by Seller.
* * *
The Parties acknowledge that there may be specific instances in which the
Separation Document will vary from the foregoing principles, either by mutual
- -------------------
agreement or pursuant to Article 13.0 [Disputes] of the Continuing
Site/Interconnection Agreement.
-3-
<PAGE>
Exhibit C
---------
TO ASSET PURCHASE AGREEMENT
---------------------------
FIRPTA AFFIDAVIT
Section 1445 of the Internal Revenue Code provides that a transferee
of a U.S. real property interest must withhold tax if the transferor is a
foreign person. To inform the transferee that withholding tax is not required
upon the disposition of U.S. real property interest by [name of Seller] (the
"Company"), the undersigned hereby certifies the following on behalf of the
Company:
1. The Company is not a foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal
Revenue Code and the Income Tax Regulations);
2. The Company's U.S. employer identification number is
_______________; and
3. The Company's office address is: ______________
____________________________.
The Company understands that this certification may be disclosed to
the Internal Revenue Service by a transferee and that any false statement
contained herein could be punished by fine, imprisonment or both.
Under penalties of perjury I declare that I have examined this
certificate and to the best of my knowledge and belief it is true, correct and
complete, and I further declare that I have authority to sign this document on
behalf of the Company.
By
-----------------------------------
Name:
Title:
<PAGE>
EXHIBIT D
---------
TO ASSET PURCHASE AGREEMENT
---------------------------
FORM OF
INSTRUMENT OF ASSUMPTION
Instrument of Assumption made, executed and delivered on this day of
__________, by _______________, a __________ corporation (the "Buyer"), in favor
of Central Maine Power Company, a Maine corporation, The Union Water-Power
Company, a Maine corporation, Cumberland Securities Corporation, a Maine
corporation, and Central Securities Corporation, a Maine corporation (together,
the "Sellers").
W I T N E S S E T H:
-------------------
WHEREAS, pursuant to that certain Asset Purchase Agreement, dated as
of January __, 1998 (as amended, supplemented or otherwise modified from time to
time, the "Asset Purchase Agreement"), by and among the Sellers and the Buyer,
the Sellers are concurrently herewith selling, assigning, conveying,
transferring and delivering to the Buyer the Purchased Assets (as defined in the
Asset Purchase Agreement); and
WHEREAS, in partial consideration therefor, the Asset Purchase
Agreement requires that the Buyer assume and agree to pay, perform or discharge
or cause to be paid, performed or discharged certain liabilities and obligations
of the Sellers;
NOW, THEREFORE, in consideration of these premises and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Buyer agrees as follows:
1. Capitalized terms which are used in this Instrument of Assumption
but are not defined in this Instrument of Assumption shall have the meaning
ascribed to such terms in the Asset Purchase Agreement.
2. The Buyer hereby assumes and agrees to pay, perform or discharge
in accordance with their terms, to the extent not heretofore paid, performed or
discharged and subject to the limitations contained in this Instrument of
Assumption, the Assumed Liabilities as further described in Appendix I attached
hereto and made a part hereof.
3. It is understood and agreed that nothing in this Instrument of
Assumption or in Section 2.3 of the Asset Purchase
<PAGE>
Agreement shall constitute a waiver or release of any claims arising out of the
contractual relationships between the Sellers and the Buyer.
4. The assumption by the Buyer of the Assumed Liabilities shall not
be construed to defeat, impair or limit in any way the rights, claims or
remedies of the Buyer under the Asset Purchase Agreement.
5. Other than as specifically set forth in this Instrument of
Assumption or in Section 2.3 of the Asset Purchase Agreement, the Buyer shall
not assume or be obligated to pay, perform or otherwise discharge any liability
or obligation of the Sellers, direct or indirect, known or unknown, absolute or
contingent, other than the Assumed Liabilities, including, without limitation,
any liabilities or obligation in respect of any Excluded Assets.
6. This Instrument of Assumption shall be enforceable against the
successors and assigns of the Buyer and shall inure to the benefit of the
successors and assigns of the Sellers.
7. This Instrument of Assumption shall be governed by and construed
in accordance with the laws of the State of Maine (regardless of the laws that
might otherwise govern under applicable Maine principles of conflicts of laws).
8. This Instrument of Assumption is delivered pursuant to and is
subject to the Asset Purchase Agreement. In the event of any conflict between
the terms of the Asset Purchase Agreement and the terms of this Instrument of
Assumption, the terms of the Asset Purchase Agreement shall prevail.
IN WITNESS WHEREOF, this Instrument of Assumption has been duly
executed and delivered by the duly authorized officers of the Buyer as of the
date first above written.
[THE BUYER]
[Corporate Seal]
By
-----------------------------------
Name:
Title:
Attest:
- ---------------------------
Name:
Title:
APPENDIX I
----------
TO INSTRUMENT OF ASSUMPTION
---------------------------
<PAGE>
Liabilities and Obligations Assumed
-----------------------------------
To the maximum extent permitted by law, all of the liabilities and
obligations of the Sellers, direct or indirect, known or unknown, absolute or
contingent, which arise on or after the Closing Date and principally relate to
the Purchased Assets or which arose prior to the Closing Date and are described
below, other than Excluded Liabilities, in accordance with the respective terms
and subject to the respective conditions thereof. Without limitation of the
foregoing, the following liabilities and obligations shall be included in the
Assumed Liabilities:
[insert paragraphs (i) through (viii) of Section 2.3(a) of the Asset
Purchase Agreement]
-2-
<PAGE>
EXHIBIT 99.2
TRANSITIONAL POWER SALES AGREEMENT
BY AND BETWEEN
CENTRAL MAINE POWER COMPANY
AND
NATIONAL ENERGY HOLDINGS, INC.
JANUARY 6, 1998
HYDRO UNIT SALE
<PAGE>
TRANSITIONAL POWER SALES AGREEMENT
This Transitional Power Sales Agreement ("Agreement"), dated as of
January 6, 1998, is by and between Central Maine Power Company ("CMP"), a Maine
corporation, and National Energy Holdings, Inc. ("Seller"), a Delaware
corporation.
WHEREAS, CMP desires to purchase, and Seller desires to sell, all
Installed Capability, Operable Capability, Operating Reserves, Automatic
Generation Control and Energy from the Hydro Units upon the terms and conditions
hereinafter set forth in this Agreement; and
WHEREAS, this Agreement is one of several agreements by which CMP will
obtain the electric energy, capacity and related services necessary to allow CMP
to continue to satisfy its obligations as a supplier of wholesale and retail
electric service following the sale of its generating assets pursuant to the
Asset Purchase Agreement and related agreements in accordance with the
provisions of 35-A M.R.S.A. (S)(S) 3202, 3204 and 3205; and
WHEREAS, this Agreement is also intended to assist CMP in obtaining
the necessary entitlements to electric energy, capacity and related services so
that it will continue to satisfy its responsibilities under the NEPOOL
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements hereinafter set forth, the receipt
and sufficiency of which is hereby acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
<PAGE>
ARTICLE I.
DEFINITIONS
-----------
1.1 Definitions.
-----------
As used in this Agreement, the following terms have the
meanings set forth herein.
(1) "Asset Purchase Agreement" means the Asset Purchase Agreement dated as of
January 6, 1998 by and among CMP, Seller and the other parties named
therein.
(2) "Closing Date" has the meaning set forth in the Asset Purchase Agreement.
(3) "CMP" means Central Maine Power Company.
(4) "Continuing Site Agreement" means the Continuing Site/Interconnection
Agreement, dated as of January 6, 1998, between CMP and Seller.
(5) "FERC" means the Federal Energy Regulatory Commission.
(6A) "Fossil System Agreement" means the Transitional Power Sales Agreement
(System Sale) between the parties hereto (in respect of certain fossil
assets) dated the date hereof.
(6) "Good Utility Practice" means any of the applicable practices, methods and
acts: (a) required of the party to whom Good Utility Practice is being
applied under the regulations of the National Electric Safety Code, NEPOOL,
Northeast Power Coordinating Council, North American Electric Reliability
Council, the System Operator, the Maine Satellite, or the successor of any
of them, whether or not the party whose conduct is at issue is a member
thereof; (b) required by the policies and standards of the party being
2
<PAGE>
expected to apply Good Utility Practice relating to emergency operations at
such party's facilities; or (c) otherwise engaged in or approved by a
significant portion of the electric utility industry during the relevant
time period; which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost to the party being
expected to apply Good Utility Practice, consistent with law, regulation,
good business practices, generation, transmission, and distribution
reliability, safety, and expedition. Good Utility Practice is intended to
include practices, methods, or acts generally accepted in the region, and
is not intended to be limited to optimum practices, methods, or acts to the
exclusion of all others.
(7) "Hydro Units" means the hydro-electric generating facilities and related
assets, owned (directly or indirectly) by Seller or one or more of its
Affiliates and specified in Section 1.1(a)(1) and Schedules 1.1(a)(33),
1.1(a)(1), and 5.11 of the Asset Purchase Agreement, but excluding,
---------
however, any asset or facility that is not conveyed to Seller (or an
-------
Affiliate of Seller) pursuant to section 7.4, 7.11 or 8.4 of the Asset
Purchase Agreement, unless and until such asset or facility is later
conveyed to Seller (or its Affiliate) during the term hereof. In the event
that the Asset Purchase Agreement is amended to include sale to Seller of
100% ownership of the Lockwood hydroelectric generating
3
<PAGE>
facility and such facility is not encumbered by any obligation to sell
output from the facility, then such facility shall be included as a Hydro
Unit under this Agreement.
(8) "Maine Satellite" means the Maine Energy Control Center, or its successor,
which operates as an agent of or satellite to the System Operator
accountable for orchestrating all switching, voltage control and
restoration of all System Operator critical facilities and inter-satellite
tie lines, and the supervision and coordination of control of generation,
transmission and distribution facilities, within its jurisdictional
boundaries in Maine.
(9) "MPUC" means the Maine Public Utilities Commission.
(10) "NEPOOL" means the New England Power Pool.
(11) "NEPOOL Agreement" means the New England Power Pool Agreement dated as of
September 1, 1971, as amended and as may be amended or restated from time
to time, including the Restated New England Power Pool Agreement filed with
the FERC on December 31, 1996 ("Restated NEPOOL Agreement").
(12) "NEPOOL Rules" means the Criteria, Rules and Standards ("CRS"), Operating
Procedures and Market Rules established by NEPOOL, the System Operator or
the Maine Satellite, and any similar rules, policies, practices or
procedures that are in effect or may be established from time to time by
NEPOOL, the System Operator or the Maine Satellite.
4
<PAGE>
(13) "NEPOOL Tariff" means the Open Access Transmission Tariff filed by NEPOOL
at FERC on December 31, 1996, as amended and as may be amended from time to
time.
(14) "Seller" means National Energy Holdings, Inc.
(15) "Services" means Installed Capability, Operable Capability, Operating
Reserves, Automatic Generation Control, and Energy from the Hydro Units,
together with any other related Services hereinafter identified in the
NEPOOL Rules that are available from the Hydro Units without increased cost
to or other material adverse effect on Seller or decreased revenue to
Seller under this Agreement. For example, CMP may be able to claim "Black
Start Capability" under proposed revisions to the NEPOOL Rules by virtue of
its entitlement to the output of the Hydro Units, without changing the
operation of the Hydro Units or the revenues payable to Seller, in which
case "Black Start Capability" would constitute a Service under this
Agreement.
(16) "System Operator" means the central dispatching agency provided for in the
NEPOOL Agreement and responsible for operation of the NEPOOL control area
and the administration of the NEPOOL Tariff, or any successor thereto. At
present, the System Operator is ISO New England Inc.
(17) "WSJ Prime Interest Rate" shall mean the "Prime Rate" for domestic banks as
published in The Wall Street Journal (Northeast Edition) in the "Money
-----------------
Rates" section. If more than one such rate is published on any given day,
the highest published rate shall be used to determine the WSJ
5
<PAGE>
Prime Interest Rate. If The Wall Street Journal ceases to publish a "Prime
Rate," the parties shall select a comparable substitute index.
1.2 Terms Incorporated by Reference.
-------------------------------
This Agreement includes certain capitalized terms that are not defined
in Section 1.1. Such capitalized terms shall have the meanings specified in the
Asset Purchase Agreement or the NEPOOL Agreement, which meanings are
incorporated herein by reference and made a part hereof. In the event of any
inconsistency between a definition contained herein and a definition contained
in either the NEPOOL Agreement or the Asset Purchase Agreement, the definition
in this Agreement shall control for purposes of this Agreement.
ARTICLE II.
TERM
----
2.1 Term.
----
This Agreement shall become effective as of the date of execution by
both parties and shall continue in effect until March 1, 2000, unless earlier
terminated as provided in subsections 12.1 and 12.2 of this Agreement; provided,
--------
however, that the applicable provisions of this Agreement shall continue in
- -------
effect after termination to the extent necessary to provide for final billing
and payment, and the provisions of Sections 16.8 and 17.7 and Article XIII shall
survive such termination.
6
<PAGE>
2.2 Conditions Precedent to Rights and Obligations of the Parties.
------------------------------------------------------------
Except for the obligation to conduct certain negotiations contemplated
by the first paragraph of Section 4.3 and by Section 5.8 and the obligation to
protect certain confidential information contemplated by Section 17.7, all of
which take effect upon execution hereof, the rights and obligations of each
party under this Agreement shall commence and have effect on and after the
Closing Date under the Asset Purchase Agreement has occurred and the
transactions required to occur on that date have been consummated in accordance
with the terms of the Asset Purchase Agreement.
If the Asset Purchase Agreement shall terminate without the occurrence
of the Closing Date (for example, on account of regulatory disapproval), then
this Agreement shall be of no further force or effect, except that Section 17.7
shall remain in effect.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
------------------------------
3.1 Representations and Warranties of CMP.
-------------------------------------
CMP represents and warrants to Seller as follows:
The representations and warranties of CMP contained in subsection 14.1
of the Continuing Site Agreement are incorporated herein by reference as if
set forth in full herein, provided, that any reference therein to "Seller"
--------
shall mean and refer to "CMP" as used herein.
7
<PAGE>
3.2 Representations and Warranties of Seller.
----------------------------------------
Seller represents and warrants to the CMP as follows:
3.2.1 Incorporation by Reference. The representations and
--------------------------
warranties of Seller contained in subsection 14.2 of the Continuing Site
Agreement are incorporated herein by reference as if set forth herein in full,
provided that any reference therein to "Buyer" shall mean and refer to "Seller"
- --------
as used herein.
3.2.2 Ownership or Control of Hydro Units. Seller represents and
-----------------------------------
warrants that on the Closing Date it will own, directly or indirectly, all of
the interests in the Hydro Units conveyed to it pursuant to the Asset Purchase
Agreement and, except as provided in Article XIV, will continue to own or
control the Hydro Units during the term of this Agreement.
ARTICLE IV.
CMP'S ENTITLEMENT TO THE OUTPUT OF THE HYDRO UNITS
--------------------------------------------------
4.1 General Nature and Duration of CMP's Entitlement.
------------------------------------------------
Commencing on the Closing Date, CMP shall purchase and Seller shall sell,
for the prices set forth herein, all of the Services provided by the Hydro
Units.
CMP will also purchase such additional amounts of Services as may become
available from the Hydro Units as a result of operating and other efficiencies,
but shall not be required to purchase the increased output resulting from any
material modifications to any Hydro Unit. Seller shall not sell or deliver to
any third party any Installed Capability, Operable Capability, Operating
Reserves, Automatic Generation Control
8
<PAGE>
Energy or other Services from any of the Hydro Units except pursuant to Section
5.9.
Service under this Agreement shall commence on the Closing Date and shall
continue until 00:00:01 hours Eastern Standard Time, March 1, 2000, unless
terminated earlier pursuant to subsections 12.1 and 12.2 of this Agreement.
4.2 Operations.
----------
Seller shall use commercially reasonable efforts, consistent with Good
Utility Practice, to operate the Hydro Units as instructed by CMP. Seller shall
also use commercially reasonable efforts, consistent with Good Utility Practice,
to exercise existing headwater benefits or similar agreements which are
specifically associated with the operation of the generating facilities
providing the Services, as they may be amended during the term of this
Agreement, as instructed by CMP, and to exercise Seller's rights in the
Flagstaff storage facility by causing Seller's representative on the engineering
committee having responsibility for flow releases to follow CMP's requests
regarding flow releases. Seller shall coordinate scheduled maintenance,
capability demonstration audits and other unit tests that Seller conducts with
CMP.
Seller shall also use commercially reasonable efforts, consistent with Good
Utility Practice, to repair, replace and return to service any damaged
equipment, including generating units, as soon as practicable. In evaluating
its obligations to use commercially reasonable efforts regarding repair or
replacement of equipment that is necessary for the provision of
9
<PAGE>
Services other than Installed Capability or Energy and Operable Capability,
Seller shall include the market value of those Services in its cost/benefit
analysis, even though Seller receives no separate consideration from CMP for
those Services. Seller shall conduct repair or replacement efforts regarding
such equipment in the same manner it would if it were receiving directly payment
of the market value of those Services.
The parties agree to operate their respective equipment and facilities and
to otherwise conduct operations under this Agreement in accordance with Good
Utility Practice.
4.3 NEPOOL Requirements.
-------------------
If a NEPOOL Rule is eliminated, amended or materially changed after the
execution of this Agreement, or if the Restated NEPOOL Agreement is not accepted
by the FERC by the Closing Date or is not implemented by the System Operator by
the Closing Date, so that a right or obligation of a party under this Agreement
is materially altered, the parties agree to negotiate in good faith in an
attempt to amend this Agreement. The intent of the parties is that any such
amendment will reflect, as closely as possible, the intent and substance of this
Agreement. If the parties are unable to agree on an amendment, the parties
agree to submit the matter to arbitration under the terms of Article XVI of this
Agreement.
In particular, and not by way of limitation, in the event that the market
provisions of the Restated NEPOOL Agreement relating to energy, capacity and
related services (Part Three -
10
<PAGE>
Market Provisions) are not approved, the parties intend that the following
principles will apply:
(a) CMP will purchase and Seller will sell the output of the Hydro Units at
the rates set forth in Section 9.1; and
(b) The Hydro Units will be dispatched pursuant to the existing NEPOOL
Agreement.
4.4 CMP's Right to Schedule the Hydro Units.
---------------------------------------
CMP shall retain the right to schedule, dispatch and bid the Services from
Hydro Units in accordance with the Restated NEPOOL Agreement. CMP's actions
shall be reasonably designed to maximize the total market value of the Services
subject to Good Utility Practice, limits on riparian rights, minimum flow
restrictions and other operating or contractual limits on the operation of the
Hydro Units, and subject to the right of CMP to select the timing and type of
value to be obtained from the Services from Hydro Units (for example, maximizing
on-peak generation and accepting reductions of energy output resulting from
Automatic Generation Control). The parties intend that CMP will have the right
to request operation of the Hydro Units in a manner that CMP believes results in
CMP receiving substantially the same amounts of Services as if CMP had retained
its ownership, operation or entitlement to the output of the Hydro Units.
CMP shall designate the Hydro Units as Network Resources under CMP's Open
Access Tariff (as defined in the Continuing Site Agreement).
11
<PAGE>
4.5 Efficiency of Water Usage.
-------------------------
CMP will operate the Hydro Units in a manner reasonably designed to
optimize the value of available water and to avoid unnecessary spillage of
water. To this end, the Seller shall make the hardware and software
constituting the Real Time Hydro Operations Model (the "River Model") available
to CMP without charge, and CMP will utilize the River Model in and solely in
operating the Hydro Units that are currently included in the River Model. The
River Model and all results of computations therewith and all input thereto
shall be Confidential Information subject to the provisions of Section 17.7.
Seller shall designate a representative or representatives to serve as liaison
with CMP regarding operation of and output from the River Model. CMP shall
permit Seller's liaison to comment upon the efficiency of water usage from
Seller's perspective. Seller agrees to provide hydrological data readily
available to it and of the type previously collected by CMP at the Hydro Units
for use in operation of the River Model. In the event that Seller's liaison
believes CMP's operation of the Hydro Units does not meet the standard set forth
in the first sentence of this Section 4.5, the consultation provisions (and, if
necessary, the arbitration provisions) of Article XVI shall apply. Seller shall
have no liability to CMP for the views expressed by Seller's liaison regarding
use of the River Model, nor for errors in hydrological data reported in good
faith by Seller.
12
<PAGE>
4.6 Water Use in the Year 2000.
--------------------------
During the last two months of the term of this Agreement, CMP shall use
water at the Hydro Units in substantially the same manner that it has
historically operated the units in the Winter months and without regard to the
termination of its output rights as of March 1, 2000.
ARTICLE V.
SCHEDULING AND DISPATCH
-----------------------
5.1 Scheduling and Dispatch.
-----------------------
The provisions of this Article V are specifically predicated upon the
implementation of the Restated NEPOOL Agreement. To the extent that the
Restated NEPOOL Agreement is rejected or amended, or otherwise ineffective as of
the date deliveries are anticipated to commence under this Agreement, the
parties will modify this Agreement as necessary in accordance with Section 4.3.
Under the terms of the Restated NEPOOL Agreement and NEPOOL Market Rules, CMP
will utilize its entitlement to the output of the Hydro Units through a
combination of fixed pre-scheduled volumes and bid-based NEPOOL interchange
transactions from the Hydro Units. The parties anticipate that, at least
initially, pre-scheduling of Operating Reserves and Automatic Generation Control
will be prohibited by NEPOOL Market Rules and, therefore, that these products
and services will be bid into, and subsequently received from, the NEPOOL spot
markets. Accordingly, Seller will generally receive operating instructions from
two sources, prescheduling from CMP and dispatch orders directly from the System
Operator and the Maine Satellite, and to
13
<PAGE>
the extent any such instructions conflict, Seller shall follow those of System
Operator.
5.2 Pre-Scheduling.
--------------
Seller will provide CMP with preliminary estimates of available quantities
of Energy and Operable Capability from each of the Hydro Units on a monthly
basis. Upon receipt of preliminary estimates from Seller, CMP will provide
Seller with preliminary schedules of CMP's desired monthly quantities from each
of the Hydro Units. Seller shall update the preliminary estimates of
availability on a weekly basis. CMP will provide Seller with final delivery
schedules no later than the day preceding the day of scheduled delivery. To the
extent that the Hydro Units are capable of providing Energy in amounts greater
than CMP's scheduled volumes, CMP will also submit bid prices to the System
Operator and the Maine Satellite for such additional Energy from the Hydro
Units.
The System Operator will dispatch the Hydro Units based on the amounts of
pre-scheduled Energy and bid Energy, and Seller's sole dispatch responsibility
is to follow the instructions of the System Operator and the Maine Satellite.
The purpose of prescheduling notice from CMP is to enable Seller to prepare to
accommodate such dispatch instruction from the System Operator. If compliance
with a dispatch instruction from the System Operator or the Maine Satellite will
result in Seller's inability to fulfill CMP's desired delivery schedule, Seller
will promptly notify CMP of any resulting deviations.
14
<PAGE>
5.3 Schedule Submissions.
--------------------
Unless CMP and Seller agree otherwise, CMP is responsible for submission of
all delivery schedules and notifications required by the System Operator and the
Maine Satellite to implement CMP's scheduled deliveries of Energy and such other
products and services that are scheduled pursuant to the NEPOOL Agreement.
These submissions include, but are not limited to, NEPOOL contract forms and
OASIS transmission service requests, confirmations and schedules. CMP will
promptly provide Seller with copies of all scheduling documents and
notifications submitted by CMP to the System Operator and the Maine Satellite to
implement deliveries under this Agreement.
5.4 Determination of Operating Reserve and AGC Availability.
-------------------------------------------------------
To facilitate the bidding of Operating Reserves and Automatic Generation
Control, Seller will, on a daily basis, provide CMP with detailed information
describing the capability of the Hydro Units to provide Operating Reserves and
Automatic Generation Control on the following day.
5.5 Notification of Unit Characteristics.
------------------------------------
Seller will provide CMP with information describing the operating
characteristics of each of the Hydro Units, including information required for
NEPOOL Form NX-12C, and any changes in such information that may occur from time
to time, provided that Seller shall have no liability whatsoever in respect of
any such information provided by CMP in connection with the sale of the Hydro
Units to Seller unless Seller has actual knowledge of
15
<PAGE>
errors in such data. This information includes, but is not limited to, minimum
operating levels, maximum operating levels, minimum run times, minimum shut-down
times and start-up times.
5.6 Submission of Bid Prices.
------------------------
CMP will be responsible for submission of bid prices to the System Operator
and the Maine Satellite for Installed Capability, Operable Capability, Operating
Reserves and Automatic Generation Control. CMP will comply with all applicable
requirements established by the System Operator and the Maine Satellite with
respect to the form, method and timing of such submissions. CMP will promptly
provide Seller with copies of all bid documents submitted by CMP to the System
Operator and the Maine Satellite.
5.7 Delivery Reductions or Curtailments.
-----------------------------------
Seller will promptly notify CMP of any scheduled or anticipated events that
may reasonably be expected to affect scheduled deliveries under this Agreement,
or affect the ability of the Hydro Units to provide Services including, but not
limited to, transmission system constraints known to Seller and generation
availability reductions. Seller will notify CMP as soon as possible, but no
later than thirty minutes, after any unscheduled or unanticipated event that
results in either a reduction or curtailment of scheduled deliveries under this
Agreement, or a degradation of the ability of any of the Hydro Units to provide
Services. Seller will also provide to CMP Seller's good faith estimate of the
duration of any reduction, curtailment or degradation affecting the Hydro Units.
16
<PAGE>
5.8 Reporting Procedures.
--------------------
The delivery of products and services under this Agreement will require
appropriate reporting procedures and other necessary or convenient
communications procedures and daily operating procedures for scheduling,
dispatch and settlement, including the form and timing of communications
provided for in this Article V. Exhibit 5.8 contains a draft of such procedures,
based on NEPOOL rules as they exist on the date hereof. Procedures that are
expected to require revision when NEPOOL rules change are set forth in italics
in said Exhibit. The parties agree to work together in good faith to revise
Exhibit 5.8 as soon as possible after the final requirements under the Restated
NEPOOL Agreement become known. Each Party shall appoint, by written notice to
the other Party, one representative to act for it in matters pertaining to such
detailed operating and reporting procedures. Such representative may be replaced
by similar written notice. Each party may rely upon agreements and decisions of
the representatives of the other party regarding operating and reporting
procedures, absent written notice to the Contrary.
5.9 Seller's Rights to Certain Energy.
---------------------------------
After the market provisions of the Restated NEPOOL Agreement (Part three -
Market Provisions) are accepted by the FERC and implemented by the System
Operator, CMP will notify Seller when amounts of Energy and Operable Capability
which it has purchased or will purchase from Seller are available for repurchase
by Seller from the Hydro Units. Seller will, in turn, notify CMP whether it
desires to purchase any amounts of available Energy.
17
<PAGE>
The rates payable to CMP for any Energy and Operable Capability purchased by
Seller shall be equal to the rates for Energy and Operable Capability set forth
in Section 9.1 or such other rates as the parties may agree at such time. The
parties agree to enter into any separate agreements consistent herewith that may
be necessary for Seller to make such purchases hereunder in accordance with the
NEPOOL Agreement. The method and timing of communications regarding the
purchase of Energy and Operable Capability made available to Seller shall be in
accordance with the provisions set forth in Exhibit 5.9. In the event that
material modifications to a Hydro Unit produce additional Services that CMP is
not required to purchase under the first sentence of the second paragraph of
Section 4.1 (hereinafter "Additional Services"), Seller may sell such Additional
Services in any manner it chooses in its sole discretion; provided, however,
-------- -------
that this provision shall only apply to Additional Services that are segregable
in accordance with the NEPOOL Agreement and that may be sold by Seller to a
third party without any adverse effect upon CMP's rights to claim credit for
Services received under this Agreement under the NEPOOL Rules.
5.10 NEPOOL Membership.
-----------------
Seller shall become a Participant in the NEPOOL Agreement prior to the
Closing Date.
18
<PAGE>
ARTICLE VI.
DELIVERY
--------
6.1 Delivery.
--------
All electricity shall be delivered by Seller to CMP in the form of three-
phase, sixty-hertz alternating current to the points of interconnection on CMP's
transmission and distribution system designated from time to time as the
metering point for NEPOOL Agreement market settlement purposes ("Delivery
Points"). The initial Delivery Points are the Points of Interconnection set
forth in the Continuing Site Agreement. If a Delivery Point is redesignated
pursuant to the NEPOOL Agreement and as a result the Seller experiences greater
transmission losses, then the Energy and Operable Capability rate set forth in
Section 9.1 shall be increased by an amount sufficient to make Seller whole for
the lost revenue associated with such increased transmission losses. Title to
all products sold hereunder shall pass to CMP at the Delivery Points. It shall
be the responsibility of Seller to make any necessary arrangements for delivery
of Services to the Delivery Points. The Delivery Point shall be the reference
point for scheduling and billing amounts of all products and services delivered
by Seller to CMP pursuant to this Agreement.
ARTICLE VII.
TRANSMISSION LOSSES
-------------------
7.1 Transmission Losses.
-------------------
Seller will be responsible for transmission line and transformation losses
on its side of the Delivery Point, and CMP
19
<PAGE>
will be responsible for such losses on its side of the Delivery Point.
ARTICLE VIII.
METERING
--------
8.1 Metering.
--------
The Energy provided to CMP from the Hydro Units shall be metered. The
ownership, maintenance, repair and testing of meters shall be in accordance with
the applicable provisions of the Continuing Site Agreement, including, but not
limited to, Sections 3.8.3, 3.8.4.1 and 3.8.4.2 of that Agreement.
ARTICLE IX.
RATES
-----
9.1 Rates.
-----
During the term of this Agreement, CMP shall pay for all Services from each
of the Hydro Units received by CMP at the Delivery Points in accordance with the
rates set forth below:
<TABLE>
<S> <C> <C> <C>
1998 1999 2000
----- ----- -----
- ---------------------------------------------------------------
Energy and Operable Capability 31.76 34.31 35.92
rate ($/MWH):
- ---------------------------------------------------------------
Installed Capability rate ($/kW/Year): 34.75 40.60 46.45
- ---------------------------------------------------------------
</TABLE>
The rates for Automatic Generation Control, Operating
Reserves and any other Services not specified above shall be
deemed to be included in the rates stated in this Section 9.1.
Neither party shall seek to change the foregoing rates through
exercise of its rights under Section 205 or 206 of the Federal
Power Act or otherwise.
20
<PAGE>
Notwithstanding the foregoing provisions of Section 9.1, CMP
shall also pay the following additional charges:
(a) a charge for Operating Reserves for each hour that a
generating unit uses water or electric energy in order to operate
a turbine in a manner that qualifies for an Operating Reserves
credit under the NEPOOL Agreement but is not generating energy.
The Operating Reserves charge shall be equal to the applicable
rate per hour set forth in Exhibit 9.1. The Operating Reserves
charge shall not apply to any hour when water flow used to create
Operating Reserves also is used to meet minimum downstream flow
requirements established under the Hydro Unit's FERC licenses or
other governmental requirements; and
(b) if CMP receives a payment from NEPOOL on account of
operation of the Hydro Units to produce reactive capability or
voltage support, CMP shall pay an equal charge (hereinafter, a
"VAR Charge") to Seller for such products, promptly after receipt
of such payment.
ARTICLE X.
BILLING AND PAYMENT
-------------------
10.1 Billing.
-------
The standard billing period shall be the calendar month. After the receipt
by Seller of the NEPOOL settlement statement, Seller shall deliver to CMP a
billing statement specifying all amounts due from CMP under this Agreement and
the amount of any services provided. The monthly bill shall consist of: an
Energy and Operable Capability charge, an Installed Capability charge, any
Operating Reserves Charges and any VAR Charges. The Energy
21
<PAGE>
and Operable Capacity charge shall be equal to the product of the Energy and
Operable Capability rate specified in Section 9.1 and the number of kilowatt
hours delivered to the Delivery Point for the preceding month. The Installed
Capability charge shall be equal to the product of 1/12/th/ of the annual
Installed Capability rate specified in Section 9.1 and the aggregate Installed
Capability for the Hydro Units made available to CMP and reported by the Seller
to the System Operator as available to CMP during the preceding month that
qualified as Installed Capability under NEPOOL Rules (without regard to the
actual quantity of Installed Capability that CMP was required to maintain)
credited by the System Operator for such Units for the preceding month. Any
Operating Reserves charge, or VAR charge shall be calculated as provided in
Section 9.1. The billing statement shall be substantially in the form set forth
in Exhibit 10.1. CMP shall make payment of the amount due Seller by wire
transfer in immediately available funds within fifteen (15) days after receipt
by CMP of Seller's statement. Interest on unpaid amounts shall accrue at the
rate of three and one-half percent (3.5%) per annum above the WSJ Prime Interest
Rate, from the date due until the date upon which payment is made.
10.2 Billing Errors.
--------------
The parties recognize that a NEPOOL settlement statement or the billing
statement prepared by Seller may contain errors from time to time. The party
discovering any such error will promptly notify NEPOOL, if appropriate, and the
other party, of the error. If the error resulted in underpayment by CMP, Seller
shall adjust
22
<PAGE>
its next monthly billing statement to reflect the amount of the underpayment
provided, that if no further monthly billing statements are due under the
Agreement, then CMP shall promptly pay to Seller the amount of all underpayments
remaining unpaid. If the error resulted in an overpayment by CMP, Seller shall
credit CMP the amount of such overpayment when it submits its next monthly
billing statement; provided that if no further monthly billing statements are
--------
due under this Agreement, then Seller shall promptly refund to CMP the amount of
any overpayment. If an error is not discovered and brought to the attention of
the other party within six (6) months after the issuance of a NEPOOL settlement
statement or Seller's billing statement (whichever is later), then such error
will not be corrected by adjusting a subsequent billing statement or making
refunds as provided herein.
10.3 Disputes.
--------
In the event that CMP disputes a portion of a billed amount, CMP shall
inform Seller in writing of the detailed reason for such dispute (providing any
supporting documentation) and shall pay the uncontested amount. Interest shall
accrue on the unpaid portion of the bill pursuant to the terms of Section 10.1
while the dispute is pending. In the event that CMP fails to pay amounts due
hereunder and Seller successfully seeks to recover such amounts in arbitration
or in a judicial action and obtains an arbitration award or judgment for such
amounts, then CMP shall pay Seller's reasonable attorneys fees and court costs.
23
<PAGE>
ARTICLE XI.
FORCE MAJEURE
-------------
11.1 Definition of Force Majeure.
---------------------------
The term "Force Majeure" shall mean earthquake, storm, lightning,
drought, flood, backwater caused by flood, fire, explosion, act of the public
enemy, epidemic, accident, failure of facilities, equipment or fuel supply, acts
of God, war, riot, civil disturbance, strike, labor disturbance, labor or
material shortage, national emergency, restraint by court order or other public
authority or governmental agency, or other unforeseeable causes beyond the
reasonable control of the party affected which causes such party could not have
avoided by exercise of reasonable care and the observance of Good Utility
Practice. In no event shall unavailability of funds, market conditions or
economic conditions be deemed to be Force Majeure.
11.2 Effect of Force Majeure.
-----------------------
If either party is unable, in whole or in part, to perform any of its
obligations by reason of Force Majeure, then the obligations of such party,
insofar as such obligations are affected by such Force Majeure, shall be
suspended for the period of time necessary to overcome the effects of such Force
Majeure using commercially reasonable efforts; provided, however, that
-------- -------
regardless of the suspension of either party's obligations by reason of Force
Majeure, this Agreement shall in any event terminate as of 12:01 a.m., March 1,
2000.
The party invoking Force Majeure shall provide the other party with
prompt notice thereof. When an event of Force Majeure
24
<PAGE>
ceases, the party relying thereon shall give prompt notice thereof to the other
party. Notices given by telephone shall be confirmed in writing as soon as
reasonably possible.
Nothing contained herein shall be construed to require a party to
settle any strike, lockout, work stoppage or other industrial disturbance or
dispute in which it may be involved or to take an appeal from any judicial,
regulatory or administrative action.
ARTICLE XII.
DEFAULT AND TERMINATION
-----------------------
12.1 Default by CMP.
--------------
If CMP fails in any material respect to comply with, or perform any
obligation under this Agreement consistent with Good Utility Practice (except
due to causes excused by Force Majeure or attributable to Seller's wrongful act
or wrongful failure to act) or fails to make any payment to Seller when due
under this Agreement; and after receipt of written notice from Seller such
failure continues for a period of twenty (20) days; then Seller shall have the
right to terminate this Agreement.
12.2 Default by Seller.
-----------------
If Seller fails in any material respect to comply with or perform any
obligation under this Agreement consistent with Good Utility Practice (except
due to causes excused by Force Majeure or attributable to CMP's wrongful act or
wrongful failure to act); and after receipt of written notice from CMP such
failure continues for a period of twenty (20) days; then CMP shall have the
right to terminate this Agreement.
25
<PAGE>
12.3 Right to Additional Remedies.
----------------------------
Nothing in Article XII shall be construed to limit the right of either
party to seek any remedies for damages, subject to the limitations of Article
XIII, even if cure of an alleged breach is made. The provisions of Article XII
provide the exclusive process through which one party may terminate this
Agreement on account of the other party's breach.
12.4 Cotermination.
-------------
Notwithstanding anything else contained in this Agreement, unless the
parties hereto otherwise agree in writing, if CMP terminates the Fossil System
Agreement pursuant to Section 12.2 thereof, this Agreement shall automatically
simultaneously terminate as to any Services to be delivered after the effective
date of the termination of the Fossil System Agreement.
ARTICLE XIII.
LIABILITY AND INDEMNIFICATION
-----------------------------
13.1 Limitation on Consequential, Incidental and Indirect Damages.
------------------------------------------------------------
Neither party nor its officers, directors, agents, employees, parent
or affiliates, successors or assigns, or their respective officers, directors,
agents, employees, successors or assigns, shall be liable to the other party or
its parent, subsidiaries, affiliates, officers, directors, agents, employees,
successors or assigns, for claims, suits, actions or causes of action for
incidental, indirect, special, punitive, multiple or consequential damages
(including attorney's fees or litigation costs relating to such damages)
connected with or resulting from
26
<PAGE>
performance or non-performance of this Agreement, or any actions undertaken in
connection with or related to this Agreement, including without limitation any
such damages which are based upon causes of action for breach of contract, tort
(including negligence and misrepresentation), breach of warranty, strict
liability, statute, operation of law, or any other theory of recovery. The
provisions of this Section 13.1 shall apply regardless of fault and shall
survive termination, cancellation, suspension, completion or expiration of this
Agreement.
13.2 Recovery of Direct Damages.
--------------------------
For purposes of avoiding any disputes about the difference between
direct damages and consequential damages, the parties agree as follows. Subject
to the duty to mitigate damages as provided under the common law of damages
recovery, each party shall be entitled to recover its actual, direct damages
incurred as a result of the other party's breach of this Agreement, or incurred
as a result of any other wrongful act in connection with or related to this
Agreement. Furthermore, to the extent that:
(a) Seller breaches its obligation to provide Services to CMP required under
the terms of this Agreement; and
(b) subject to the duty to mitigate, CMP purchases (as a result of Seller's
failure) any Services, including without limitation, Installed Capability,
Operable Capability, Operating Reserves, Automatic Generation Control or
Energy from a third party, including without limitation, the NEPOOL spot
markets, at a price that is higher than what CMP would have paid under the
terms of this Agreement;
27
<PAGE>
CMP may recover the difference between the price it paid to such third party and
the price it would have paid for such Services had Seller performed.
13.3 Indemnification.
---------------
Each party expressly agrees to indemnify, hold harmless and defend the
other party, its officers, directors, employees, agents, successors, assigns and
any affiliates and their officers, directors, employees and agents against all
claims, liability, costs or expense (including, without limitation, attorneys
fees) for loss, damage or injury to third persons or the property of a third
party in any manner directly or indirectly arising out of an act or omission of
such indemnifying party, its officers, directors, employees, agents or
affiliates in performance of its obligations under this Agreement. This
obligation on the part of the parties shall apply in all cases and in all events
except as the same results from the actual or claimed negligence of the
indemnified party, or its officers, directors, employees or agents.
ARTICLE XIV.
ASSIGNMENT
----------
14.1 Assignment.
----------
This Agreement and all of the provisions hereof shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
permitted assigns, but neither this Agreement nor any of the rights, interests,
or obligations hereunder shall be assigned by any party hereto, including by
operation of law, (A) without the prior written consent of the
28
<PAGE>
other Party, said consent not to be unreasonably withheld, or (B) as permitted
by Section 14.2 or 14.3. Any assignment of this Agreement in violation of the
foregoing shall be, at the option of the non-assigning Party, void.
Notwithstanding the foregoing, Seller or its permitted assignee may assign,
transfer, pledge or otherwise dispose of its rights and interests hereunder to a
trustee or lending institution(s) for the purposes of financing or refinancing
the Purchased Assets (as defined in the APA), including upon or pursuant to the
exercise of remedies under such financing or refinancing, or by way of
assignments, transfers, conveyances of dispositions in lieu thereof; provided,
however, that no such assignment or disposition shall relieve or in any way
discharge Seller or such assignee from the performance of its duties and
obligations under this Agreement. Buyer agrees to execute and deliver such
documents as may be reasonably necessary to accomplish any such assignment,
transfer, conveyance, pledge or disposition of rights hereunder for purposes of
the financing or refinancing of the Purchased Assets, so long as Buyer's rights
under this Agreement are not thereby altered, amended, diminished or otherwise
impaired.
14.2 Assignment by Seller.
--------------------
An assignment by Seller, or by any Affiliate of Seller, of its rights and
obligations under this Agreement to an Affiliate of Seller that owns or becomes
the owner of any Purchased Asset may be made without the consent of Buyer, in
which case Seller
29
<PAGE>
shall (unless Buyer otherwise consents, which consent shall not be unreasonably
withheld) remain jointly and severally responsible with such transferee
Affiliate for the performance of all such obligations. No other or subsequent
assignment or transfer of rights or obligations under this Agreement by Seller
shall release Seller from full liability and financial responsibility for the
performance thereof after any such transfer or assignment unless and until the
transferee or assignee shall agree in writing to assume the obligations and
duties of Seller under this Agreement and Buyer has consented in writing to such
release, said consent not to be unreasonably withheld.
14.3 Assignment by Buyer.
-------------------
An assignment by Buyer of its rights and obligations under this Agreement
to an Affiliate of Buyer that owns all or substantially all of the T&D System
may be made without the consent of Seller, whereupon Buyer shall be relieved of
all liability hereunder and said Affiliate shall be substituted for Buyer
hereunder. Except as set forth in the preceding sentence no assignment or
transfer of rights or obligations under this Agreement by Buyer or the aforesaid
Affiliate shall release Buyer, such Affiliate or any such assignee or transferee
from full joint and several liability and financial responsibility for the
performance after any such transfer or assignment unless and until the
transferee or assignee shall agree in writing to assume
30
<PAGE>
the obligations and duties of Buyer under this Agreement and Seller has
consented in writing to such release, said consent not to be unreasonably
withheld.
14.4 Termination of Corporate Existence, Etc.
----------------------------------------
If either Party terminates its existence as a corporate entity, by merger,
acquisition, sale, consolidation, or otherwise, or if all or substantially all
of such Party's assets are transferred to another person or business entity,
without complying with Section 14.1 above, the other Party shall have the right
enforceable in a court of competent jurisdiction, to enjoin the first Party's
successor from using the property in any manner that interferes with, impedes,
or restricts such other Party's ability to carry out its ongoing business
operations, rights and obligations.
ARTICLE XV.
NOTICES
-------
15.1 Notices.
-------
Except as provided in Section 5.9, all notices and other communications
--------
hereunder shall be in writing and shall be deemed given if delivered personally
or by facsimile transmission, telexed or mailed by overnight courier or
registered or certified mail (return receipt requested), postage prepaid, to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice; provided that notices of a change of address
--------
shall be effective only upon receipt thereof):
31
<PAGE>
If to CMP, to:
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Attention: Managing Director,
Energy Trading and Marketing
With a copy to:
Pierce Atwood
One Monument Square
Portland, ME 04101
Attention: John W. Gulliver, Esq.
LeBoeuf Lamb Greene & MacRae, LLP
125 West 55/th/ Street
New York, NY 10019-5389
Attention: Susan A. Marshall, Esq.
If to the Seller, to:
National Energy Holdings, Inc.
c/o FPL Group Capital
700 Universe Boulevard
Juno Beach, FL 32408
Attention: General Counsel
With a copy to:
Orrick, Herrington & Sutcliffe
666 Fifth Avenue
New York, NY 10103
Attention: Paul B. Abramson, Esq.
ARTICLE XVI.
ARBITRATION
-----------
16.1 Actions Prior to Arbitration.
----------------------------
Any disagreement between the parties as to their rights and obligations
arising out of or relating to this Agreement shall first be addressed by the
parties. In the event that representatives of the parties are unable in good
faith, to satisfactorily resolve their disagreement, they shall refer the matter
to their respective senior management. Operational
32
<PAGE>
representatives of each party shall meet and confer in person at least once
before referring the matter to senior management.
16.2 Applicability of Arbitration.
----------------------------
(a) Except as provided below in subsections (b) and (c), if after using their
reasonable efforts to try to resolve a dispute (which shall include at
least one face to face meeting attended by representatives of senior
management of both parties), senior management has not resolved the dispute
in thirty (30) days, independent arbitration proceedings, as set forth
below, shall be utilized to resolve the dispute.
(b) Notwithstanding subsection 16.2(a) above, disagreements between the parties
as to their rights and obligations arising out of Section 13.3 in the
context of a lawsuit brought by a third party shall not be arbitrable
claims.
(c) Nothing in this Agreement shall preclude, or be construed to preclude, any
party from filing a petition or complaint with the FERC with respect to any
arbitrable claim over which the FERC has jurisdiction. In such case, the
other party may request the FERC to reject or to waive jurisdiction. If
the FERC rejects or waives jurisdiction, with respect to all or a portion
of the claim, the portion of the claim not so accepted by the FERC shall be
resolved through arbitration, as provided in this Agreement. To the extent
that the FERC asserts or accepts jurisdiction over the claim, the decision,
finding of fact, or order of the FERC shall be final and binding, subject
to judicial review under the
33
<PAGE>
Federal Power Act, and any arbitration proceedings that may have commenced
prior to the assertion or acceptance of jurisdiction by the FERC shall be
stayed, pending the outcome of the FERC proceedings. The arbitrator shall
have no authority to modify, and shall be conclusively bound by, any
decision, finding of fact, or order of the FERC. However, to the extent
that a decision, finding of fact, or order of the FERC does not provide a
final or complete remedy to the party seeking relief, such party may
proceed to arbitration under this Article XVI to secure such remedy,
subject to the FERC decision, finding, or order.
16.3 Selection of Arbitrator; Arbitration Process.
--------------------------------------------
Any arbitration initiated under this Agreement shall be conducted before a
single neutral arbitrator appointed by the parties. For purposes of this
Agreement an arbitrator shall not be considered "neutral" if the arbitrator has
previously served as an arbitrator for a dispute involving the parties or is a
present or former lawyer, employee or consultant of a party or any of its
affiliates. The arbitrator shall be knowledgeable in matters that are the
subject of the dispute, and shall not have any current or past substantial
business or financial relationships with any party to the arbitration. Any
arbitration under this Agreement shall be initiated by written request of a
party. Copies of any such request shall be served on the other party, and shall
specify the issue or issues in dispute and summarize the party's claim with
respect thereto. Within ten business days after receipt of such a request,
authorized
34
<PAGE>
representatives of the parties shall confer and attempt to agree upon
appointment of a single neutral arbitrator. If such agreement is not
accomplished within 15 business days after receipt of such a request, any party
may request the American Arbitration Association ("AAA") to administer the
arbitration and to appoint an arbitrator in accordance with its Commercial
Arbitration Rules, which rules shall govern the conduct of the arbitration in
the absence of contrary agreement by all parties. An arbitrator appointed by the
AAA shall be a neutral arbitrator, shall be knowledgeable in the matters that
are the subject of the dispute, and shall not have any current or past
substantial business or financial relationship with either party, all as more
fully set forth above. Within 5 business days of the appointment of an
arbitrator, either party may object to the appointment on the ground that the
arbitrator selected does not meet the foregoing criteria, by filing a written
notice of objection with the AAA, where upon the AAA shall appoint a different
Arbitrator. The arbitrator shall within thirty days of the conclusion of the
hearing, unless such time is extended by agreement of all parties, notify the
parties in writing of his decision, stating his reasons for such decision and
separately listing his findings of fact and conclusions of law.
16.4 Time Schedule.
-------------
Unless otherwise agreed, the arbitrator shall render a decision within
ninety (90) days of appointment and shall notify the parties in writing of such
decision and the reasons therefor.
35
<PAGE>
16.5 Procedure.
---------
The arbitrator shall be authorized only to interpret and apply the
provisions of this Agreement or any related agreements entered into under this
Agreement and shall have no power to modify or change any of the above in any
manner. The decision of the arbitrator shall be final and binding upon the
parties, and judgment on the award may be entered in any court having
jurisdiction. The decision of the arbitrator may be challenged solely on the
grounds that the conduct of the arbitrator, or the decision itself, violated the
standards set forth in the Federal Arbitration Act and/or any applicable Maine
law, or for review of errors of law. The final decision of the arbitrator must
also be filed with the FERC if it affects jurisdictional rates, terms and
conditions of service or facilities.
16.6 Remedies.
--------
The arbitrator shall not award punitive damages or multiple damages or any
other damages not measured by the prevailing party's actual damages. Any award
of damages by the arbitrator shall be determined, limited and controlled by the
limitation of damages provisions in this Agreement. The arbitrator may, in its
discretion, award pre-award and post-award interest on any damages award;
provided, however, that the rate of pre-award or post-award interest shall not
exceed a rate equal to the WSJ Prime Interest Rate plus two percent (2%) per
annum. Except as otherwise provided in this Agreement, the arbitrator shall not
award costs, including attorneys' fees, expenses and the costs of the
arbitration.
36
<PAGE>
16.7 Confidentiality.
---------------
The existence, contents, or results of any arbitration hereunder may not be
disclosed without the prior written consent of both parties; provided, however,
either party may make disclosures as may be necessary to fulfill regulatory
obligations to any regulatory bodies having jurisdiction, and may inform their
lenders, affiliates, auditors, and insurers, as necessary, under pledge of
confidentiality and can consult with experts as required in connection with the
arbitration under pledge of confidentiality. If any party seeks preliminary
injunctive relief from any court to preserve the status quo or avoid irreparable
harm pending mediation or arbitration, the parties agree to use commercially
reasonable efforts to keep the court proceedings confidential, to the maximum
extent permitted by law.
16.8 Preliminary Injunctive Relief.
-----------------------------
Nothing in this Article XVI shall preclude, or be construed to preclude,
the resort by either party to a court of competent jurisdiction solely for the
purposes of securing a temporary or preliminary injunction to preserve the
status quo or avoid irreparable harm pending arbitration pursuant to this
Article XVI.
16.9 Location of Arbitration.
-----------------------
Any arbitration hereunder shall be conducted in Portland, Maine unless
otherwise agreed to by both parties.
37
<PAGE>
16.10 Costs.
-----
Except as provided in Section 10.3, each party shall be responsible for its
own costs, including attorneys' fees, incurred during the arbitration process
and for one half of the cost of the arbitrator.
ARTICLE XVII.
MISCELLANEOUS PROVISIONS
------------------------
17.1 Amendment and Modification.
--------------------------
Subject to applicable law, this Agreement may be amended, modified or
supplemented only by written agreement of CMP and Seller.
17.2 Waiver of Compliance.
--------------------
Except as otherwise provided in this Agreement, any failure of any of the
parties to comply with any obligation, covenant, agreement or condition herein
may be waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver or failure
to insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.
17.3 Governing Law.
-------------
This Agreement shall be governed by and construed in accordance with the
laws of the State of Maine (regardless of the laws that might otherwise govern
under applicable Maine principles of conflicts of law) as to all matters,
including but not limited to matters of validity, construction, effect,
performance and remedies. Any and all disputes arising out of or
38
<PAGE>
in connection with this Agreement shall be arbitrated in Maine under Section
16.10, or if such dispute is not arbitrable, shall be adjudicated in the federal
or state courts located in the State of Maine, to whose jurisdiction the parties
hereby irrevocably submit for such purposes.
17.4 Counterparts.
------------
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
17.5 Interpretation.
--------------
The article and section headings contained in this Agreement are solely for
the purpose of reference, are not part of the agreement of the parties and shall
not in any way affect the meaning or interpretation of this Agreement. Neither
party shall be deemed to have been the drafter of this Agreement, which is the
product of detailed, arms' length negotiations between the parties and their
respective counsel.
17.6 Entire Agreement.
----------------
This Agreement constitutes the entire agreement and understanding of the
parties hereto in respect of the subject matter hereof and supersedes any and
all prior oral or written expressions, understandings or agreements between or
among the parties with respect thereto.
17.7 Confidentiality.
---------------
The administration of this Agreement may require the exchange of
Confidential Information, including, without limitation, productions costs, load
requirements, and NEPOOL
39
<PAGE>
system obligations. As used herein, the term "Confidential Information" means
any information given by one party to the other, except: (a) information known
generally to the public, (b) information derived by the receiving party from
sources other than the disclosing party and not as a result of a breach of this
Agreement, (c) information required to be disclosed by any law, rule, regulation
or lawful order, but only to the extent disclosure is so required, and (d)
information already known by the receiving party prior to disclosure hereunder.
Each party agrees to protect Confidential Information received from the other
party, not to disclose the same (except to its employees, agents, attorneys and
accountants having a business need for the same), and to cause those to whom it
discloses Confidential Information to conform to the requirements of this
Section 17.7 for a period of two years after receipt thereof. In the event that
information must be disclosed under subsection 17.7(c), the disclosing party
shall promptly notify the other and shall seek to have the disclosed information
sealed or held confidential by the court, regulator, governmental entity or
other recipient.
40
<PAGE>
IN WITNESS WHEREOF, CMP and Seller have caused this Agreement to be signed
by their respective duly authorized officers as of the date first above written.
CENTRAL MAINE POWER COMPANY
By:_______________________________
Name:
Title:
NATIONAL ENERGY HOLDINGS, INC.
By:________________________________
Name:
Title:
41
<PAGE>
EXHIBIT 5.8
DRAFT
Reporting Procedures
TIMING OF COMMUNICATIONS
1. PRE-SCHEDULING
Pursuant to Article V, Section 5.2, Seller will provide CMP with preliminary
estimates of Operable Capability and Energy from each of the Hydro Units (or
aggregated by station as the Seller and CMP mutually agree) on a monthly basis.
Such estimates will be received by CMP no later than fifteenth day of the month
preceding the month in which the estimates apply (or the preceding Business Day
if such day is a not a business day).
Weekly updates to these preliminary estimates will be provided by the Seller to
CMP no later than 9:00 a.m. on Friday for the weekly period commencing on 00:01
a.m. of the subsequent Saturday and terminating on the following Friday at 12:00
p.m. (or the preceding Business Day if such day is not a business day).
CMP will provide to the Seller CMP's final delivery schedules no later than one
(1) hour prior to deadline established by the System Operator for submission of
binding generation bid prices and energy self-schedules. At the present time,
this deadline is expected to be 12:00 p.m. of the day preceding the effective
date of the submitted bid price or schedule. In the event that CMP makes Energy
and Operable Capability available to the Seller pursuant to Article V., Section
5.10, CMP will provide final delivery schedules no later than two (2) hours
prior to the deadline established by the System Operator for submission of
binding generation bid prices and energy self-schedules.
2. DETERMINATION OF OPERATING RESERVE AND AGC AVAILABILITY
Pursuant to Article V, Section 5.4, Seller will provide CMP with detailed
information describing the capability of the Hydro Units to provide Operating
Reserves and AGC. This information will include identification of which units
will be available to provide these services and volume of each service the
available unit is capable of providing. Such information will be provided by
the Seller to CMP no later than 10:00 a.m. of the last working day preceding the
day the information is to be effective.
<PAGE>
3. NOTIFICATION OF UNIT CHARACTERISTICS
Pursuant to Article V, Section 5.5, Seller will provide CMP with information
describing the operating characteristics of the Hydro Units. It shall be the
Seller's responsibility to submit required operating characteristics information
to the System Operator and the Maine Satellite. Any proposed changes to current
operating characteristics will be communicated to CMP no later than the time
such information is communicated by the Seller to the System Operator and the
Maine Satellite.
4. SUBMISSION OF BID PRICES
Pursuant to Article V, Section 5.6, CMP will provide Seller with copies of all
bidding documents, excluding bid prices, relating to the Hydro Units submitted
by CMP to the System Operator and the Maine Satellite. Such copies will be
provided no later than one (1) hour following submission of the original
documents.
5. DISPATCHING AND OPERATIONS
Pursuant to Article V, Section 5.7, Seller will promptly provide CMP with
information describing the cause and expected duration of any required
deviations from CMP's schedule of deliveries. Seller will make good faith
efforts to provide such notification no later than thirty (30) minutes following
the time at which the Seller becomes aware of the required deviation.
6. SELLER'S RIGHTS TO CERTAIN ENERGY
Pursuant to Article V, Section 5.10, CMP will provide Seller with notification
when amounts of CMP's scheduled Energy and Operable Capability are available to
the Seller. CMP will provide such information, on both a preliminary and final
basis, coincident with the communications described in Section 1. above. Seller
will provide CMP with confirmation of Seller's intent to re-purchase all or any
portion of such available Energy and Operable Capability no later than one (1)
hour following CMP's notification to Seller of available quantities. If Seller
elects to re-purchase available Energy and Operable Capability, CMP will submit
all required notifications to the System Operator and the Maine Satellite to
facilitate the Seller's re-purchase.
7. NEPOOL SETTLEMENT REPORTING
To the extent that operating data communicated from the Hydro Units to the
System Operator through the Maine Satellite is of insufficient quality for
NEPOOL settlement purposes, the Seller will provide all supplemental billing
quality data required by the System Operator for settlement. Seller will
conform to all requirements established by the System Operator with respect to
the form and timing of billing quality data submission. Coincident with the
provision of such information to the System Operator, Seller will also provide
duplicate data to CMP.
2
<PAGE>
8. COMMUNICATIONS BETWEEN SELLER AND THE SYSTEM OPERATOR
Communications between Seller and the System Operator will either be direct
between personnel identified by the Seller and System Operator, or such
communications will be coordinated by the Maine Satellite. The selection of
direct communications versus Maine Satellite coordination will be at the
Seller's discretion, subject to the implementation of appropriate and necessary
telecommunication equipment and protocols.
3
<PAGE>
Mode of Communications
Until such time that CMP and the Seller mutually agree to implement alternative
communication modes, all communications between CMP and the Seller described in
this Exhibit 5.9 will be by common telephone equipment. Unless CMP and the
Seller mutually agree otherwise, all electronic communications, including but
not limited to facsimile and electronic mail transmissions, will be confirmed
with a corresponding telephonic voice communication. Voice communications
between the Parties for purposes of this Exhibit 5.9 will be made to the
personnel and corresponding numbers identified below:
Telephone Facsimile
--------- ---------
CMP:
Business Hours Energy Trading (207)621-7850 (207)621-7865
Non-business hours Maine Satellite (207)
Business Hours: 7:00 a.m. - 4:00 p.m. on all non-holiday weekdays.
SELLER:
Business Hours
Non-Business hours
Business Hours:
4
<PAGE>
EXHIBIT 9.1
Operating Reserve Charge
------------------------
Pursuant to Article IX, Section 9.1, Seller will charge CMP for
electrical use and water use by the Hydro Units to create Operating Reserves
under no-load conditions (i.e., "spinning" the units). The charge for water
shall apply only when such water is not used to satisfy minimum downstream flow
requirements. The rates for such electrical use and water use are unit specific
and are based on calculations of estimated no-load flows and motoring load
requirements for the Hydro Units that are capable of providing no-load Spinning
Reserve service. The derived water usage rates reflect a conversion of the unit
specific no-load flow to equivalent lost megawatt-hours of Energy assuming that
the no-load flow had alternatively been utilized by the unit at its optimally
efficient operating level. Seller and CMP agree to revise the rates set forth
below if operating experience or performance testing indicates that the
assumptions underlying their derivation are inaccurate.
The monthly Operating Reserve Charge is equal to the sum of the hourly
Operating Reserve charges for each Hydro Unit that provided Spinning Reserves
during the subject month. The unit specific hourly Operating Reserve Charge is
defined as:
HORC\\i\\ = (Q x ECF\\i\\ x Energy Rate) + (P x ML\\i\\ x SIC)
<TABLE>
<CAPTION>
where: HORC\\i\\ = The hourly Operating Reserve Charge for Unit\\i\\
<S> <C> <C> <C>
Q = The percentage portion of the hour that Unit\\i\\ is using
water as described in Article IX, Section 9.1
ECF\\i\\ = The Energy Conversion Factor for Unit\\i\\ as set forth
in the table below
Energy Rate = The Energy and Operable Capability rate applicable to Energy
deliveries in the hour as set forth in Article IX, Section 9.1
P = The percentage portion of the hour that Unit\\i\\ is using
electrical energy to motor the unit.
ML\\i\\ = The Motoring Load for Unit\\i\\ as set forth in the table below.
</TABLE>
<PAGE>
SIC = Seller's incremental cost of supplying the electrical
energy used to motor Unit\\i\\ during the hour. Incremental cost for
purchased station service is at the retail rate. Incremental cost for
energy provided directly from the Hydro Units is at the Energy and Operable
Capability Rate in Section 9.1.
<TABLE>
<CAPTION>
TABLE OF ENERGY CONVERSION FACTORS AND MOTORING LOAD
- ----------------------------------------------------------------------
PEAK MOTORING
STATION UNIT NO LOAD FLOW EFFICIENCY ECF LOAD
COEFFICIENT
- ----------------------------------------------------------------------
CFS KW/CFS MWH/HOUR KWH/HOUR
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Harris 1 111 11.6 1.3 700.0
- ----------------------------------------------------------------------
Harris 2 356 11.5 4.1 700.0
- ----------------------------------------------------------------------
Harris 3 358 11.6 4.2 700.0
- ----------------------------------------------------------------------
Wyman 1 273 10.3 2.8 760.0
- ----------------------------------------------------------------------
Wyman 2 273 9.9 2.7 760.0
- ----------------------------------------------------------------------
Wyman 3 271 10.8 2.9 760.0
- ----------------------------------------------------------------------
Gulf Island 1 303 4.1 1.2 200.0
- ----------------------------------------------------------------------
Gulf Island 2 302 4.1 1.2 200.0
- ----------------------------------------------------------------------
Gulf Island 3 302 4.1 1.2 200.0
- ----------------------------------------------------------------------
Skelton 1 200 5.7 1.1 n/a*
- ----------------------------------------------------------------------
Skelton 2 200 5.8 1.2 n/a*
- ----------------------------------------------------------------------
Bonny Eagle 1 125 2.6 0.3 n/a*
- ----------------------------------------------------------------------
Bonny Eagle 2 125 2.6 0.3 n/a*
- ----------------------------------------------------------------------
Bonny Eagle 3 125 2.6 0.3 n/a*
- ----------------------------------------------------------------------
</TABLE>
*Not applicable at this time.
2
<PAGE>
EXHIBIT 10.1
Form of Billing Statement
Summary of Charges for the month of: ______________
<TABLE>
<CAPTION>
Energy and Operable Capability Charges
--------------------------------------
Station Delivered MWh Rate ($/MWh) Amount ($)
--------- ------------- ------------ ----------
<S> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Installed Capability Charges
----------------------------
Station Delivered MW Rate ($/MW-Month) Amount ($)
--------- ------------ ----------------- ----------
<S> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
Operating Reserve Charges
-------------------------
Station Unit Hours Energy MWh Rate ($/MWh) Amount ($)
--------- ---- ----- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
<TABLE>
<CAPTION>
VAR Charge
----------
Station Applicable to the month of:________ Amount ($)
--------- ----------
<S> <C> <C>
</TABLE>
TOTAL CHARGES: $____________
- -------------
<PAGE>
TRANSITIONAL POWER SALES AGREEMENT
BY AND BETWEEN
CENTRAL MAINE POWER COMPANY
AND
NATIONAL ENERGY HOLDINGS, INC.
JANUARY 6, 1998
SYSTEM SALE OF ENERGY,
CAPACITY AND RELATED SERVICES
-----------------------------
FOSSIL
------
<PAGE>
TRANSITIONAL POWER SALES AGREEMENT
----------------------------------
(SYSTEM)
This Transitional Power Sales Agreement ("Agreement"), dated as of
January 6, 1998, is by and between Central Maine Power Company ("CMP"), a Maine
corporation, and National Energy Holdings, Inc. ("Seller"), a Delaware
corporation.
WHEREAS, this Agreement is one of several agreements by which CMP will
obtain the electric energy, capacity and related services necessary to allow CMP
to continue to satisfy its obligations as a supplier of wholesale and retail
electric service following the sale of its generating assets pursuant to the
Asset Purchase Agreement and related agreements in accordance with the
provisions of 35-A M.R.S.A. (S)(S) 3202, 3204 and 3205; and
WHEREAS, this Agreement is also intended to assist CMP in obtaining
the necessary entitlements to electric energy, capacity and related services so
that it will continue to satisfy its responsibilities under the NEPOOL
Agreement; and
WHEREAS, CMP desires to purchase, and Seller desires to sell,
Installed Capability, Operable Capability, Operating Reserves, Automatic
Generation Control and Energy upon the terms and conditions hereinafter set
forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants,
representations, warranties and agreements hereinafter set forth, the receipt
and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
-----------
1.1 Definitions.
-----------
As used in this Agreement, the following terms have the meanings set forth
herein.
(1) "Asset Purchase Agreement" or "APA" means the Asset Purchase Agreement
dated as of January 6, 1998 by and among CMP, Seller and the other parties
named therein.
(2) "Closing Date" has the meaning set forth in the Asset Purchase Agreement.
(3) "CMP" means Central Maine Power Company.
(4) "Continuing Site Agreement" means the Continuing Site/Interconnection
Agreement, dated as of January 6, 1998, between CMP and Seller.
<PAGE>
(5) "FERC" means the Federal Energy Regulatory Commission.
(6) "Fossil Units" refers to W.F. Wyman Station Units #1, 2, 3 and 4, and Mason
Station, all to the extent purchased from CMP, but excluding any Omitted
Unit (as defined in Section 4.5).
(7) "Good Utility Practice" means any of the applicable practices, methods and
acts: (a) required of the party to whom Good Utility Practice is being
applied under the regulations of the National Electric Safety Code, NEPOOL,
Northeast Power Coordinating Council, North American Electric Reliability
Council, the System Operator, Maine Satellite, or the successor of any of
them, whether or not the party whose conduct is at issue is a member
thereof; (b) required by the policies and standards of a party being
expected to apply Good Utility Practice relating to emergency operations at
such party's facilities; or (c) otherwise engaged in or approved by a
significant portion of the electric utility industry during the relevant
time period; which, in the exercise of reasonable judgment in light of the
facts known at the time the decision was made, could have been expected to
accomplish the desired result at a reasonable cost to the party expected to
apply Good Utility Practice, consistent with law, regulation, good business
practices, generation, transmission, and distribution reliability, safety
and expedition. Good Utility Practice is intended to include practices,
methods, or acts generally accepted in the region, and is not intended to
be limited to optimum practices, method or acts to the exclusion of all
others.
(8) "Hydro Power Sale Agreement" means that certain Transitional Power Sale
Agreement of even date herewith between Seller and CMP relating to sale of
the output of certain hydro units.
(9) "Maine Satellite" means the Maine Energy Control Center, or its successor,
which operates as an agent of or satellite to the System Operator
accountable for orchestrating all switching, voltage control and
restoration of all System Operator critical facilities and inter-satellite
tie lines, and the supervision and coordination of control of generation,
transmission and distribution facilities, within its jurisdictional
boundaries in Maine.
(10) "MPUC" means the Maine Public Utilities Commission.
(11) "NEPOOL" means the New England Power Pool.
(12) "NEPOOL Agreement" means the New England Power Pool Agreement dated as of
September 1, 1971, as amended and as may be amended or restated from time
to time, including the
-2-
<PAGE>
Restated New England Power Pool Agreement filed with the FERC on December
31, 1996 ("Restated NEPOOL Agreement") .
(13) "NEPOOL Rules" means the Criteria, Rules and Standards ("CRS") , Operating
Procedures and Market Rules established by NEPOOL, the System Operator or
Maine Satellite, and any similar rules, policies, practices or procedures
that are in effect or may be established from time to time by NEPOOL, the
System Operator or Maine Satellite.
(14) "NEPOOL Tariff" means the Open Access Transmission Tariff filed by NEPOOL
at the FERC on December 31, 1996, as amended and as may be amended from
time to time.
(15) "PTF System" means the facilities that are designated as Pool Transmission
Facilities under the NEPOOL Agreement.
(16) "Required Minimum Purchase" means the minimum Energy and Operable
Capability CMP must schedule and purchase, and Seller must deliver if
scheduled, under Section 4.4.
(17) "Seller" means National Energy Holdings, Inc.
(18) "System Operator" means the central dispatching agency provided for in the
NEPOOL Agreement and responsible for operation of the NEPOOL control area
and the administration of the NEPOOL Tariff, or any successor thereto. At
present, the System Operator is ISO New England, Inc.
(19) "WSJ Prime Interest Rate" shall mean the "Prime Rate" for domestic banks as
published in The Wall Street Journal in the "Money Rates" section. If more
than one such rate is published on any given day, the highest published
rate shall be used to determine the WSJ Prime Interest Rate. If The Wall
Street Journal ceases to publish a "Prime Rate," the parties shall select a
comparable substitute Index.
1.2 Terms Incorporated by Reference.
-------------------------------
This Agreement includes certain capitalized terms that are not defined in
Section 1.1. Such capitalized terms shall have the meanings specified in the
Asset Purchase Agreement or the NEPOOL Agreement, which meanings are
incorporated herein by reference and made a part hereof. In the event of any
inconsistency between a definition contained herein and a definition contained
in either the Asset Purchase Agreement or the NEPOOL Agreement, the definition
in this Agreement shall control for purposes of this Agreement.
-3-
<PAGE>
ARTICLE II
TERM
----
2.1 Term.
----
This Agreement shall become effective as of the date of execution by both
parties and shall continue in effect until March 1, 2000, unless earlier
terminated as provided in Sections 12.1 and 12.2 of this Agreement; provided,
--------
however, that the applicable provisions of this Agreement shall continue in
- -------
effect after termination to the extent necessary to provide for final billing
and payment, and the provisions of Sections 16.8, 17.7 and Article XIII shall
survive such termination.
2.2 Conditions Precedent to Rights and Obligations of the Parties.
-------------------------------------------------------------
Except for the obligations to conduct certain negotiations contemplated by the
first paragraph of Section 4.3 and by Section 5.6 and the obligations to protect
certain confidential information contemplated by Section 17.7, all of which
shall take effect upon execution hereof, the rights and obligations of each
party under this Agreement shall commence and have effect on and after the
Closing Date under the Asset Purchase Agreement has occurred and the
transactions required to occur on that date have been consummated in accordance
with the terms of the Asset Purchase Agreement. If the Asset Purchase Agreement
shall terminate without the occurrence of the Closing Date (for example, on
account of regulatory disapproval), then this Agreement shall be of no further
force or effect, except that section 17.7 shall remain in effect.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
------------------------------
3.1 Representations and Warranties of CMP.
-------------------------------------
The representations and warranties of CMP contained in Subsection 14.1 of the
Continuing Site Agreement are incorporated herein by referenced as if set forth
in full herein, provided, that any reference therein to "Seller" shall mean and
--------
refer to "CMP" as used herein.
3.2 Representations and Warranties of Seller.
----------------------------------------
Seller represents and warrants to CMP as follows:
3.2.1 Ownership or Control of Fossil Units. Seller represents and
------------------------------------
warrants that on the Closing Date it will own, directly or indirectly, all
of the interests in the Fossil Units conveyed
-4-
<PAGE>
to it pursuant to the Asset Purchase Agreement and, except as provided in
Article XIV, will continue to own or control the Fossil Units during the
term of this Agreement.
3.2.2 Incorporation by Reference. The representations and warranties
--------------------------
of Seller contained in Subsection 14.2 of the Continuing Site Agreement
are incorporated herein by reference as if set forth in full herein,
provided, that any reference to "Buyer" therein shall mean and refer to
--------
"Seller" herein.
ARTICLE IV
SERVICES PROVIDED TO CMP BY SELLER
----------------------------------
4.1 General Nature and Duration of Services Provided.
------------------------------------------------
Commencing on the Closing Date, Seller shall sell and CMP shall purchase, the
Installed Capability, Operable Capability, Energy, Operating Reserves, and
Automatic Generation Control set forth in this Agreement for the prices set
forth herein. Seller will provide service under this Agreement in the form of a
System Contract, as opposed to service from a specified generating unit or
units. Accordingly, service under this Agreement is not dependent on the
availability of a particular generating unit or units or a particular purchased
power entitlement. In the event that NEPOOL or the System Operator determines
not to treat this agreement as a System Contract and such determination results
in increased costs or reduced benefits or other material adverse effect upon
Seller, the parties agree to negotiate in good faith an amendment to restore the
substantive intent of this Agreement.
Service under this Agreement shall commence on the Closing Date under the
Asset Purchase Agreement and shall continue until 00:00:01 hours E.S.T., March
1, 2000, unless terminated earlier pursuant to Sections 12.1 or 12.2 of this
Agreement.
4.2 Operations.
----------
The parties agree to operate their respective equipment and facilities and to
otherwise conduct operations under this Agreement in a commercially reasonable
manner and in accordance with Good Utility Practice.
4.3 NEPOOL Requirements.
-------------------
If a NEPOOL Rule is eliminated, amended or materially changed after the
execution of this Agreement, or the Restated NEPOOL Agreement is not accepted by
the FERC by the Closing Date
-5-
<PAGE>
or is not implemented by the System Operator by the Closing Date, so that a
right or obligation of a party under this Agreement is materially altered, the
parties agree to negotiate in good faith in an attempt to amend this Agreement.
The intent of the parties is that any such amendment will reflect, as closely as
possible, the intent and substance of this Agreement. If the parties are unable
to agree on an amendment, the parties agree to submit the matter to arbitration
under the terms of Article XV of this Agreement.
Consistent with the foregoing, if the market provisions of the Restated NEPOOL
Agreement (Part Three-Market Provisions) are not approved, the parties agree to
negotiate in good faith to restructure this Agreement into several Unit
Contracts (one for each Fossil Unit), with Energy pricing based on actual unit
characteristics and replacement fuel prices pursuant to the NEPOOL Agreement,
and the Installed Capability rate increased from the rate set forth in Section
9.1 in an amount sufficient to provide Seller with recovery of the net revenues
for Energy and Operable Capability it would have received under this Agreement
if those provisions had been adopted, such increase to be computed as the
product of (a) the Required Minimum Purchase, and (b) the difference between
(i) the Energy and Operable Capability Rates in Section 9.1, less (ii) the cost
of producing such Energy based on actual unit characteristics and replacement
fuel prices submitted to the System Operator.
4.4 Specific Services to be Provided by Seller.
------------------------------------------
Seller will provide CMP and CMP will purchase each of these services in the
following amounts and Delivery Periods:
<TABLE>
<S> <C> <C> <C>
Delivery Period 1 Delivery Period 2 Delivery Period 3
----------------- ----------------- -----------------
Oct. 1 to Dec. 31 Calendar Jan. 1 to Feb. 29
1998 1999 2000
- ---------------------------------------------------------------------------------------------------
Installed Capability Required Purchase
-- Winter/1/ (MW) 694 694 694
-- Summer/2/ (MW) 687 687 687
- ---------------------------------------------------------------------------------------------------
Energy and Operable Capability (GWH) 344.5/3/ 1,140/3/ 190
Required Minimum Purchase
- ---------------------------------------------------------------------------------------------------
</TABLE>
/1/ Winter hours are 00:00:01 hours October 1 to 24:00:00 hours May 31.
/2/ Summer hours are 00:00:01 hours June 1 to 24:00:00 hours September 30.
/3/ Energy and Operable Capability purchase quantities assume closing on
October 1, 1998. If the Closing Date occurs after that date, the Required
Minimum Purchase shall be prorated on a daily basis.
-6-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Operating Reserves
- -- 10 Minute Non Spinning Reserve (MW) 0 0 0
- ---------------------------------------------------------------------------------------------------
- -- 10 Minute Spinning Reserve (MW) A A A
- ---------------------------------------------------------------------------------------------------
- -- 30 Minute Operating Reserve (MW) B B B
- ---------------------------------------------------------------------------------------------------
Automatic Generation Control MW @ MW/min C C C
- ---------------------------------------------------------------------------------------------------
Operable Capability D D D
- ---------------------------------------------------------------------------------------------------
</TABLE>
A = 60% of CMP's hourly Ten Minute Spinning Reserve obligations under the
NEPOOL Agreement, but not more than 91 MW.
B = 100% of CMP's hourly 30 Minute Operating Reserve obligations under the
NEPOOL Agreement, but not more than 274 MW.
C = 60% of CMP's hourly Automatic Generation Control obligations under the
NEPOOL Agreement, but not more than 273 MW @ 4.6. MW/min.
D = Seller shall provide Operable Capability equal to Energy delivered in all
hours when Energy is delivered.
4.5 Adjustments for Omitted Units
-----------------------------
In the event that any Fossil Unit is not conveyed to Seller (or to an
Affiliate of Seller) on the first Closing Date as a result of the operation of
section 7.4, 7.11 or 8.4 of the Asset Purchase Agreement (such unconveyed unit
being an "Omitted Unit"), then the quantities of services that Seller is
required to deliver and CMP to purchase shall be adjusted as provided in this
section. If the Omitted Unit is subsequently conveyed to Seller (or an
Affiliate of Seller) during the term of this Agreement, then the adjustment
described in this Section shall terminate. If there is an Omitted Unit, then
the quantities of Services set forth in Section 4.4 shall be reduced, for all
purposes of this Agreement, by the amounts associated with the Omitted Unit as
set forth in Exhibit 4.5 attached hereto. Such reduction shall apply, without
limitation, to Section 5.2, to reduce the values for Installed Capability and
reserved capability for ancillary services used in scheduling deliveries of
Energy and Operable Capability.
-7-
<PAGE>
ARTICLE V
SCHEDULING AND DISPATCH
-----------------------
5.1 Pre-Scheduling.
--------------
The provisions of this Article V are specifically predicated upon the
implementation of the Restated NEPOOL Agreement. To the extent that the
Restated NEPOOL Agreement is rejected or amended, or otherwise ineffective as of
the date deliveries are anticipated to commence under this Agreement, the
parties will modify this Agreement as necessary in accordance with Section 4.3.
CMP will provide Seller with preliminary estimates of required quantities of
Energy and Operable Capability on a monthly basis. Notification of required
quantities must be received by Seller during the month prior to the delivery
month. CMP will provide Seller with final delivery schedules no later than the
time provided in Exhibit 5.6. For purposes of scheduling Operating Reserve and
Automatic Generation Control, CMP will, upon receipt of the information from the
System Operator, report to Seller in accordance with Exhibit 5.6 its expected
peak system obligations under the NEPOOL Agreement, as a percentage of total
NEPOOL system requirements. CMP need not report under the preceding sentence
for so long as the System Operator continues to provide the information in
question to all NEPOOL Participants.
5.2 Scheduling Limitations.
----------------------
In scheduling Required Minimum Purchase deliveries, deferred scheduled
deliveries pursuant to Section 5.7 and supplemental purchases under Section 5.9,
the aggregate amount scheduled will be limited by the provisions of this Section
5.2. Energy and Operable Capability deliveries scheduled by CMP in any hour may
not exceed an amount equal to the difference between a) 100% of the Installed
Capability that Seller is required to provide under Section 4.4 during the hour
in question, and b) capacity reserved for provision of ancillary services,
defined as A+B+(C x 50%) where such values are defined in Section 4.4. The
minimum scheduled delivery level shall be zero (0) MWH/hour. Changes in
scheduled Energy and Operable Capability delivery levels from hour to hour shall
not exceed 200 MW per hour. CMP will also observe Good Utility Practice when
scheduling deliveries and will not require changes in delivery rates that are
inconsistent with the operating parameters of the Fossil Units as defined by the
applicable NX-12A forms.
5.3 Schedule Submissions.
--------------------
Unless CMP agrees otherwise, Seller is responsible for submission of all
contracts, delivery schedules and notifications required by the System Operator
and the Maine Satellite to
-8-
<PAGE>
implement CMP's scheduled deliveries of Energy and Operable Capability and such
other products and services that are scheduled pursuant to the NEPOOL Agreement.
Seller will comply, as to the form, method and timing of such submissions, with
all applicable rules, regulations and requirements of all governmental agencies
and of NERC, NEPOOL, the System Operator, Maine Satellite or any other entity
with authority over such matters. Seller will promptly provide CMP with copies
of all contracts and scheduling documents submitted by Seller to the System
Operator and the Maine Satellite to implement deliveries under this Agreement.
5.4 Delivery Reductions or Curtailments.
-----------------------------------
Seller will promptly notify CMP of any scheduled or anticipated events which
may reasonably be expected to affect scheduled deliveries under this Agreement,
including, but not limited to, transmission system constraints known to Seller
and generation availability reductions. Seller will notify CMP as soon as
possible, but no later than thirty minutes, after any unscheduled or
unanticipated event that results in either a reduction or curtailment of
scheduled deliveries under this Agreement. Seller will also provide to CMP
Seller's good faith estimate of the duration of any reduction or curtailment.
5.5 Delivery Failure.
----------------
In the event Seller fails to deliver any Energy and Operable Capability as
scheduled under Section 5.1, CMP's Required Minimum Purchase under this
Agreement shall be reduced by the amount of such non-delivery. If the System
operator determines that the Installed Capability associated with this Agreement
during any month is less than the Installed Capability required under Section
4.4, CMP shall only pay for the amount determined by the System Operator for
such month. In any event, unless such nondelivery is excused under Article XI,
section 13.2(b) shall apply to any replacement costs incurred by CMP on account
of such nondelivery.
5.6 Reporting Procedures.
--------------------
The delivery of products and services under this Agreement will require
appropriate reporting procedures and other necessary or convenient
communications procedures and daily operating procedures for scheduling and
settlement, including the form and timing of communications provided for in this
Article V. Exhibit 5.6 contains a draft of such procedures, based on NEPOOL
rules as they exist on the date hereof. Procedures that are expected to require
revision when NEPOOL rules change are set forth in italics in said Exhibit. The
parties agree to work together in good faith to revise Exhibit 5.6 as soon as
possible after the final requirements under the Restated NEPOOL Agreement become
known. Each party shall appoint, by written notice to the
-9-
<PAGE>
other party, one representative to act for it in matters pertaining to such
detailed operating and reporting procedures. Such representatives may be
replaced by similar written notice. Each party may rely upon agreements and
decisions of the representatives of the other party regarding detailed operating
and reporting procedure, absent written notice to the contrary.
5.7 Rescheduling Energy and Operable Capability Deficiencies.
--------------------------------------------------------
In the event that CMP fails to schedule the delivery of Energy and Operable
Capability equal to or greater than the Required Minimum Purchase set forth in
Section 4.4 during either of the calendar years 1998 and 1999 (but not with
---
respect to the year 2000) (each, a "Calendar Delivery Period") then the
provisions of this Section 5.7 shall apply. CMP shall have the right to defer
scheduling of delivery of up to ten percent (10%) of the Required Minimum
Purchase from any Calendar Delivery Period for up to thirty (30) days after the
end of such Calendar Delivery Period. CMP shall pay for such deferred Energy
and Operable Capability deliveries at the price that would have applied during
the original Calendar Delivery Period. If CMP fails to schedule more than
ninety percent (90%) of the Required Minimum Purchase during any Calendar
Delivery Period, then CMP shall pay for the underscheduled amount in excess of
the ten percent (10%) deficiency at the Energy and Operable Capability Rate for
the Calendar Delivery Period when such Energy and Operable Capability should
have been scheduled, such payment to be made within thirty (30) days after the
end of the Calendar Delivery Period in question. If, after March 1, 2000, CMP
has failed to schedule any amount of the Required Minimum Purchase, CMP will pay
---
for all MWH not so scheduled at the Energy and Operable Capability Rate that
would have applied if the Energy and Operable Capability had been scheduled as
set forth in Section 4.4.
5.8 Predetermined Condition. In the event that the total Operable Capability
-----------------------
of the Fossil Units is less than one percent (1%) of the units' aggregate
Installed Capability during any hour, then any Energy and Operable Capability
delivery scheduled during such hour shall not be made. The Energy and Operable
Capability scheduled for delivery shall be deducted from the Required Minimum
Purchase. If CMP incurs replacement costs of the type described in Section
13.2(b) , CMP shall be entitled to recover the amount by which the price it paid
for such replacement exceeds the incremental price it would have paid had Seller
performed. To the extent that the Seller and CMP can anticipate curtailment of
scheduled deliveries due to the occurrence of such predetermined conditions, CMP
will provide Seller with the opportunity to supply replacement Energy and
Operable Capability at a price mutually agreed to by Seller and CMP.
-10-
<PAGE>
5.9 Supplemental Energy and Operable Capability Deliveries.
------------------------------------------------------
In any Delivery Period in which CMP has received the Required Minimum
Purchase, CMP may schedule Supplemental Energy and Operable Capability purchases
in excess of the Required Minimum Purchase; provided, however, that hourly
-------- -------
schedules must comply with Section 5.2 and provided, further, that it is a
--- -------- -------
condition of CMP's right to purchase and of Seller's obligation to sell
scheduled Supplemental Energy that the Fossil Units be available to produce such
Supplemental Energy in the quantity scheduled. The price for Supplemental
Energy and Operable Capability in excess of the Required Minimum Purchase shall
be at a rate mutually acceptable to CMP and the Seller, provided, however, that
such rate will not exceed 115% of the Energy and Operable Capability Rate set
forth in Section 9.1.
ARTICLE VI
DELIVERY
--------
6.1 Delivery.
--------
All electricity shall be delivered by Seller to CMP in the form of three-
phase, sixty-hertz alternating current to the points of interconnection on the
PTF System that Seller may designate from time to time ("Delivery Points").
Seller shall notify CMP of the Delivery Point or Delivery Points prior to
delivery. Title shall pass to CMP at the Delivery Points. It shall be the
responsibility of Seller to make any necessary arrangements for delivery of
electric capacity and/or energy to the Delivery Points. The Delivery Point
shall be the reference point for scheduling and billing amounts of all products
and services delivered by Seller to CMP pursuant to this Agreement.
ARTICLE VII
TRANSMISSION LOSSES
-------------------
7.1 Transmission Losses.
-------------------
Seller will be responsible for transmission line and transformation losses on
its side of the Delivery Point, and CMP will be responsible for such losses on
its side of the Delivery Point.
-11-
<PAGE>
ARTICLE VIII
METERING
--------
8.1 Metering.
--------
The Energy and Operable Capability provided to CMP under this Agreement shall
be metered in accordance with NEPOOL requirements. To the extent that Energy
and Operable Capability is delivered from Fossil Units previously owned by CMP,
the ownership, maintenance, repair and testing of meters shall be in accordance
with the applicable provisions of the Continuing Site Agreement, including, but
not limited to, Sections 3.8.3, 3.8.4.1 and 3.8.4.2 of that agreement.
ARTICLE IX
RATES
-----
9.1 Rates.
-----
During the term of this Agreement, CMP shall pay for all electric energy,
capacity and related services received by CMP at the Delivery Points in
accordance with the rates set forth below:
1998 1999 2000
Energy and Operable Capability 51.98 52.09 41.94
Rate ($/MWH)
Installed Capability Rate 34.75 40.60 46.45
($/KW/year)
The rates for Automatic Generation Control and Operating Reserves, shall be
deemed to be included in the rates for Energy and Operable Capability and
Installed Capability stated in this Section 9.1. Neither party shall seek to
change the foregoing rates through exercise of its rights under Section 205 or
206 of the Federal Power Act or otherwise.
ARTICLE X
BILLING AND PAYMENT
-------------------
10.1 Billing.
-------
The standard billing period shall be the calendar month. After the receipt by
Seller of the NEPOOL settlement statement, Seller shall deliver to CMP a billing
statement specifying all amounts due from CMP under this Agreement and the
amount of any services provided. The monthly bill shall consist of two
components, an Energy and Operable Capability charge and an Installed Capability
charge. The Energy and Operable Capability
-12-
<PAGE>
charge shall be equal to the product of the Energy and Operable Capability rate
specified in Section 9.1 and the number of kilowatt hours delivered to the
Delivery Point for the preceding month, until the Required Minimum Purchase has
been satisfied for the Delivery Period in question. Thereafter, the
Supplemental Energy and Operable Capability rate defined in Section 5.9 shall
apply for all MWH until the end of the Delivery Period. The capacity charge
shall be equal to the product of one-twelfth of the annual Installed Capability
Rate specified in Section 9.1 and the aggregate Installed Capability credited by
the System Operator to CMP for the preceding month on account of Installed
Capability provided by Seller to CMP under this Agreement. The billing
statement shall be substantially in the form set forth in Exhibit 10.1. CMP
shall make payment of the amount due Seller by wire transfer in immediately
available funds within fifteen (15) days after receipt by CMP of Seller's
statement. Interest on unpaid amounts shall accrue at the rate of three and
one-half percent (3.5%) per annum above the WSJ Prime Interest Rate, from the
date due until the date upon which payment is made.
10.2 Billing Errors.
--------------
The parties recognize that a NEPOOL settlement statement or the billing
statement prepared by Seller may contain errors from time to time. The party
discovering any such error will promptly notify NEPOOL, if appropriate, and the
other party, of the error. If the error resulted in underpayment by CMP, Seller
shall adjust its next monthly billing statement to reflect the amount of the
underpayment provided, that if no further monthly billing statements are due
under the Agreement, then CMP shall promptly pay to Seller the amount of all
underpayments remaining unpaid. If the error resulted in an overpayment by CMP,
Seller shall credit CMP the amount of such overpayment when it submits its next
monthly billing statement; provided that if no further monthly billing
--------
statements are due under this Agreement, then Seller shall promptly refund to
CMP the amount of any overpayment. If an error is not discovered and brought to
the attention of the other party within six (6) months after the issuance of a
NEPOOL settlement statement or Seller's billing statement, then such error will
not be corrected by adjusting a subsequent billing statement or making refunds
as provided herein.
10.3 Disputes.
--------
In the event that CMP disputes a portion of a billed amount, CMP shall inform
Seller in writing of the detailed reason for such dispute (providing any
supporting documentation) and shall pay the uncontested amount. Interest shall
accrue on the unpaid portion of the bill pursuant to the terms of Section 10.1
while the dispute is pending. In the event that CMP fails to pay amounts due
hereunder and Seller successfully seeks to recover
-13-
<PAGE>
such amounts and obtains an arbitration award or judicial judgment for such
amount, then CMP shall pay Seller's reasonable attorneys fees and court costs.
ARTICLE XI
FORCE MAJEURE
-------------
11.1 Definition of Force Majeure.
---------------------------
The term "Force Majeure" shall mean earthquake, storm, lightning, flood,
drought, backwater caused by flood, fire, explosion, act of the public enemy,
epidemic, accident, failure of facilities, equipment or fuel supply, acts of
God, war, riot, civil disturbance, strike, labor disturbance, labor or material
shortage, national emergency, restraint by court order or other public authority
or governmental agency, or other unforeseeable causes beyond the reasonable
control of the party affected which causes such party could not have avoided by
exercise of reasonable care and the observance of Good Utility Practice. In no
event shall unavailability of funds, market conditions or economic conditions be
deemed to be Force Majeure.
11.2 Effect of Force Majeure.
-----------------------
If either party is unable, in whole or in part, to perform any of its
obligations by reason of Force Majeure, then the obligations of such party,
insofar as such obligations are affected by such Force Majeure, shall be
suspended for the period of time necessary to overcome the effects of such Force
Majeure using commercially reasonable efforts; provided, however, that
-------- -------
regardless of the suspension of either party's obligations by reason of Force
Majeure, this Agreement shall in any event terminate as of 12:01 a.m., March 1,
2000.
In the event that Seller is unable to deliver scheduled Energy and Operable
Capability due to force majeure, the undelivered amount shall be deducted from
the Required Minimum Purchase.
The party invoking Force Majeure shall provide the other party with prompt
notice thereof. When an event of Force Majeure ceases, the party relying
thereon shall give prompt notice thereof to the other party. Notices given by
telephone shall be confirmed in writing as soon as reasonably possible.
Nothing contained herein shall be construed to require a party to settle any
strike, lockout, work stoppage or other industrial disturbance or dispute in
which it may be involved or to take an appeal from any judicial, regulatory or
administrative action.
-14-
<PAGE>
ARTICLE XII
DEFAULT AND TERMINATION
-----------------------
12.1 Default by CMP.
--------------
If CMP fails in any material respect to comply with or perform any obligation
under this Agreement consistent with Good Utility Practice (except due to causes
excused by Force Majeure or attributable to Seller's wrongful act or wrongful
failure to act) or fails to make any payment to Seller when due under this
Agreement; and after receipt of written notice from Seller such failure
continues for a period of twenty (20) days; then Seller shall have the right to
terminate this Agreement.
12.2 Default by Seller.
-----------------
If Seller fails in any material respect to comply with or perform any
obligation under this Agreement consistent with Good Utility Practice (except
due to causes excused by Force Majeure or attributable to CMP's wrongful act or
wrongful failure to act); and after receipt of written notice from CMP such
failure continues for a period of twenty (20) days; then CMP shall have the
right to terminate this Agreement provided, however, that CMP shall
-------- -------
simultaneously terminate the Hydro Power Sale Agreement.
12.3 Right to Additional Remedies.
----------------------------
Nothing in Article XII shall be construed to limit the right of either party
to seek any remedies for damages, subject to the limitations of Article XIII,
even if cure of an alleged breach is made. The provisions of Article XII
provide the exclusive process through which one party may terminate this
Agreement on account of the other party's breach.
ARTICLE XIII
LIABILITY AND INDEMNIFICATION
-----------------------------
13.1 Limitation on Consequential, Incidental and Indirect Damages.
------------------------------------------------------------
Neither party nor its officers, directors, agents, employees, parent or
affiliates, successors or assigns, or their respective officers, directors,
agents, employees, successors or assigns, shall be liable to the other party or
its parent, subsidiaries, affiliates, officers, directors, agents, employees,
successors or assigns, for claims, suits, actions or causes of action for
incidental, indirect, special, punitive, multiple or consequential damages
(including attorney's fees or litigation costs relating to such damages)
connected with or resulting from performance or non-performance of this
Agreement, or any actions
-15-
<PAGE>
undertaken in connection with or related to this Agreement, including without
limitation, any such damages which are based upon causes of action for breach of
contract, tort (including negligence and misrepresentation) , breach of
warranty, strict liability, statute, operation of law, or any other theory of
recovery. The provisions of this Section 13.1 shall apply regardless of fault
and shall survive termination, cancellation, suspension, completion or
expiration of this Agreement.
13.2 Recovery of Direct Damages.
--------------------------
For purposes of avoiding any disputes about the difference between direct
damages and consequential damages, the parties agree as follows. Subject to the
duty to mitigate damages as provided under the common law of damages recovery,
each party shall be entitled to recover its actual, direct damages incurred as a
result of the other party's breach of this Agreement, or incurred as a result of
any other wrongful act in connection with or related to this Agreement.
Furthermore, to the extent that Seller:
(a) breaches it obligation to provide service to CMP under the terms of this
Agreement; and
(b) subject to the duty to mitigate, CMP purchases (as a result of Seller's
failure) Installed Capability, Operable Capability, Operating Reserves,
Automatic Generation Control or Energy and Operable Capability from a third
party, including without limitation, the NEPOOL spot markets, at a price
that is higher than what CMP would have paid under the terms of this
Agreement;
CMP may recover the difference between the price it paid to such third party and
the price it would have paid had Seller performed.
13.3 Indemnification.
---------------
Each party expressly agrees to indemnify, hold harmless and defend the other
party, its officers, directors, employees, agents, successors, assigns and any
affiliates and their officers, directors, employees and agents against all
claims, liability, costs or expense (including, without limitation, reasonable
attorneys fees) for loss, damage or injury to third persons or the property of
third persons in any manner directly or indirectly arising out of any act or
omission of such indemnifying party, its officers, directors, employees, agents
or affiliates in performance of its obligations under this Agreement. This
obligation on the part of the parties shall apply in all cases and in all events
except as the same results
-16-
<PAGE>
from the actual or claimed negligence of the indemnified party, or its officers,
directors, employees or agents.
ARTICLE XIV
ASSIGNMENT
----------
14.1 Assignment. This Agreement and all of the provisions hereof shall
----------
be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but neither this Agreement nor any
of the rights, interests, or obligations hereunder shall be assigned by any
Party hereto, including by operation of law, (A) without the prior written
consent of the other party, said consent not to be unreasonably withheld, or (B)
as permitted by Section 14.2 or 14.3. Any assignment of this Agreement in
violation of the foregoing shall be, at the option of the non-assigning party,
void. Notwithstanding the foregoing, Seller or its permitted assignee may
assign, transfer, pledge or otherwise dispose of its rights and interests
hereunder to a trustee or lending institution(s) for the purposes of financing
or refinancing the Purchased Assets (as defined in the APA), including upon or
pursuant to the exercise of remedies under such financing or refinancing, or by
way of assignments, transfers, conveyances of dispositions in lieu thereof;
provided, however, that no such assignment or disposition shall relieve or in
any way discharge Seller or such assignee from the performance of its duties and
obligations under this Agreement. Buyer agrees to execute and deliver such
documents as may be reasonably necessary to accomplish any such assignment,
transfer, conveyance, pledge or disposition of rights hereunder for purposes of
the financing or refinancing of the Purchased Assets, so long as Buyer's rights
under this Agreement are not thereby altered, amended, diminished or otherwise
impaired.
14.2 Assignment by Seller. An assignment by Seller, or by any Affiliate
--------------------
of Seller, of its rights and obligations under this Agreement to an Affiliate of
Seller that owns or becomes the owner of any Purchased Asset may be made without
the consent of Buyer, in which case Seller shall (unless Buyer otherwise
consents, which consent shall not be unreasonably withheld) remain jointly and
severally responsible with such transferee Affiliate for the performance of all
such obligations. No other or subsequent assignment or transfer of rights or
obligations under this Agreement by Seller shall release Seller from full
liability and financial responsibility for the performance thereof after any
such transfer or assignment unless and until the transferee or assignee shall
agree in writing to assume the obligations and duties of Seller under this
Agreement and Buyer has consented in writing to such release, said consent not
to be unreasonably withheld.
-17-
<PAGE>
14.3 Assignment by Buyer. An assignment by Buyer of its rights and
-------------------
obligations under this Agreement to an Affiliate of Buyer that owns all or
substantially all of the T&D System may be made without the consent of Seller,
whereupon Buyer shall be relieved of all liability hereunder and said Affiliate
shall be substituted for Buyer hereunder. Except as set forth in the preceding
sentence no assignment or transfer of rights or obligations under this Agreement
by Buyer or the aforesaid Affiliate shall release Buyer, such Affiliate or any
such assignees and transferees from full joint and several liability and
financial responsibility for the performance after any such transfer or
assignment unless and until the transferees or assignees shall agree in writing
to assume the obligations and duties of Buyer under this Agreement and Seller
has consented in writing to such release, said consent not to be unreasonably
withheld.
14.4 Termination of Corporate Existence, Etc. If either party terminates
----------------------------------------
its existence as a corporate entity, by merger, acquisition, sale,
consolidation, or otherwise, or if all or substantially all of such party's
assets are transferred to another person or business entity, without complying
with Section 14.1 above, the other party shall have the right enforceable in a
court of competent jurisdiction, to enjoin the first party's successor from
using the property in any manner that interferes with, impedes, or restricts
such other party's ability to carry out its ongoing business operations, rights
and obligations.
ARTICLE XV
NOTICES
-------
15.1 Notices.
-------
Except as provided in Exhibit 5.6, all notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally
or by facsimile transmission, telexed or mailed by overnight courier or
registered or certified mail (return receipt requested) , postage prepaid, to
the parties at the following addresses (or at such other address for a party as
shall be specified by like notice; provided that notices of a change of address
--------
shall be effective only upon receipt thereof) :
If to CMP, to:
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Attention: Managing Director, Energy Trading and Marketing
-18-
<PAGE>
with a copy to:
Pierce Atwood
One Monument Square
Portland, ME 04101
Attention: John W. Gulliver, Esq.
LeBoeuf Lamb Greene & MacRae, LLP
125 West 55th Street
New York, NY 10019-5389
Attention: Susan A. Marshall, Esq.
If to the Buyer, to:
National Energy Holdings, Inc.
c/o FPL Group Capital
700 Universe Boulevard
Juno Beach, FL 32408
Attention: General Counsel
With a copy to:
Orrick, Herrington & Sutcliffe
666 Fifth Avenue
New York, NY 10103
Attention: Paul B. Abramson, Esq.
ARTICLE XVI
ARBITRATION
-----------
16.1 Actions Prior to Arbitration.
----------------------------
Any disagreement between the parties as to their rights and obligations
arising out of or relating to this Agreement shall first be addressed by the
parties. In the event that representatives of the parties are unable in good
faith, to satisfactorily resolve their disagreement, they shall refer the matter
to their respective senior management. Operational representatives of each
party shall meet and confer in person at least once before referring the matter
to senior management.
16.2 Applicability of Arbitration.
----------------------------
(a) Except as provided below in subsections (b) and (c) , if after using their
reasonable efforts to try to resolve a dispute (which shall include at least one
face to face meeting attended by representatives of senior management of both
parties), senior management has not resolved the dispute in thirty (30) days,
independent arbitration proceedings, as set forth below, shall be utilized to
resolve the dispute.
-19-
<PAGE>
(b) Notwithstanding Subsection 16.2(a) above, disagreements between the
parties as to their rights and obligations arising out of Section 13.3 in the
context of a lawsuit brought by a third party shall not be arbitrable.
(c) Nothing in this Agreement shall preclude, or be construed to preclude,
any party from filing a petition or complaint with the FERC with respect to any
arbitrable claim over which the FERC has jurisdiction. In such case, the other
party may request the FERC to reject or to waive jurisdiction. If the FERC
rejects or waives jurisdiction, with respect to all or a portion of the claim,
the portion of the claim not so accepted by the FERC shall be resolved through
arbitration, as provided in this Agreement. To the extent that the FERC asserts
or accepts jurisdiction over the claim, the decision, finding of fact, or order
of the FERC shall be final and binding, subject to judicial review under the
Federal Power Act, and any arbitration proceedings that may have commenced prior
to the assertion or acceptance of jurisdiction by the FERC shall be stayed,
pending the outcome of the FERC proceedings. The arbitrator shall have no
authority to modify, and shall be conclusively bound by, any decision, finding
of fact, or order of the FERC. However, to the extent that a decision, finding
of fact, or order of the FERC does not provide a final or complete remedy to the
party seeking relief, such party may proceed to arbitration under this Article
XVI to secure such remedy, subject to the FERC decision, finding or order.
16.3 Selection of Arbitrator; Arbitration Process.
--------------------------------------------
Any arbitration initiated under this Agreement shall be conducted before a
single neutral arbitrator appointed by the parties. For purposes of this
Agreement an arbitrator shall not be considered "neutral" if the arbitrator has
previously served as an arbitrator for a dispute involving the parties or is a
present or former lawyer, employee or consultant of a party or any of its
affiliates. The arbitrator shall be knowledgeable in matters that are the
subject of the dispute, and shall not have any current or past substantial
business or financial relationships with any party to the arbitration. Any
arbitration under this Agreement shall be initiated by written request of a
party. Copies of any such request shall be served on the other party, and shall
specify the issue or issues in dispute and summarize the party's claim with
respect thereto. Within ten business days after receipt of such a request,
authorized representatives of the parties shall confer and attempt to agree upon
appointment of a single neutral arbitrator. If such agreement is not
accomplished within 15 business days after receipt of such a request, any party
may request the American Arbitration Association ("AAA") to administer the
arbitration and to appoint an arbitrator in accordance with its Commercial
Arbitration Rules, which rules shall govern the conduct of the
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<PAGE>
arbitration in the absence of contrary agreement by all parties. An arbitrator
appointed by the AAA shall be a neutral arbitrator, shall be knowledgeable in
the matters that are the subject of the dispute, and shall not have any current
or past substantial business or financial relationship with either party, all as
more fully set forth above. Within 5 business days of the appointment of an
arbitrator, either party may object to the appointment on the grounds that the
arbitrator selected does not meet the foregoing criteria, by filing a written
notice of objection with the AAA, whereupon the AAA shall appoint a different
arbitrator. The arbitrator shall within thirty days of the conclusion of the
hearing, unless such time is extended by agreement of all parties, notify the
parties in writing of his decision, stating his reasons for such decision and
separately listing his findings of fact and conclusions of law.
16.4 Time Schedule.
-------------
Unless otherwise agreed, the arbitrator shall render a decision within ninety
(90) days of appointment and shall notify the parties in writing of such
decision and the reasons therefor.
16.5 Procedure.
---------
The arbitrator shall be authorized only to interpret and apply the provisions
of this Agreement or any related agreements entered into under this Agreement
and shall have no power to modify or change any of the above in any manner. The
decision of the arbitrator shall be final and binding upon the parties, and
judgment on the award may be entered in any court having jurisdiction. The
decision of the arbitrator may be challenged solely on the grounds that the
conduct of the arbitrator, or the decision itself, violated the standards set
forth in the Federal Arbitration Act and/or any applicable Maine law, or for
review of errors of law. The final decision of the arbitrator must also be
filed with the FERC if it affects jurisdictional rates, terms and conditions of
service or facilities.
16.6 Remedies.
--------
The arbitrator shall not award punitive damages or multiple damages or any
other damages not measured by the prevailing party's actual damages. Any award
of damages by the arbitrator shall be determined, limited and controlled by the
limitation of damages provisions in this Agreement. The arbitrator may, in its
discretion, award pre-award and post-award interest on any damages award;
provided, however, that the rate of pre-award or post-award interest shall not
- -------- -------
exceed a rate equal to the WSJ Prime Interest Rate plus two percent (2%) per
annum. Except as otherwise provided in this Agreement, the arbitrator shall not
award costs, including attorneys' fees, expenses and the costs of the
arbitration.
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<PAGE>
16.7 Confidentiality.
---------------
The existence, contents, or results of any arbitration hereunder may not be
disclosed without the prior written consent of both parties; provided, however,
-------- -------
either party may make disclosures as may be necessary to fulfill regulatory
obligations to any regulatory bodies having jurisdiction, and may inform their
lenders, affiliates, auditors, and insurers, as necessary, under pledge of
confidentiality and can consult with experts as required in connection with the
arbitration under pledge of confidentiality. If any party seeks preliminary
injunctive relief from any court to preserve the status quo or avoid irreparable
harm pending mediation or arbitration, the parties agree to use commercially
reasonable efforts to keep the court proceedings confidential, to the maximum
extent permitted by law.
16.8 Preliminary Injunctive Relief.
-----------------------------
Nothing in this Article XVI shall preclude, or be construed to preclude, the
resort by either party to a court of competent jurisdiction solely for the
purposes of securing a temporary or preliminary injunction to preserve the
status quo or avoid irreparable harm pending arbitration pursuant to this
Article XVI.
16.9 Location of Arbitration.
-----------------------
Any arbitration hereunder shall be conducted in Portland, Maine unless
otherwise agreed to by both parties.
16.10 Costs.
-----
Except as provided in Section 10.3, each party shall be responsible for its
own costs, including attorneys' fees, incurred during the arbitration process
and for one half of the cost of the arbitrator.
ARTICLE XVII
MISCELLANEOUS PROVISIONS
------------------------
17.1 Amendment and Modification.
--------------------------
Subject to applicable law, this Agreement may be amended, modified or
supplemented only by written agreement of CMP and Seller.
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<PAGE>
17.2 Waiver of Compliance.
--------------------
Except as otherwise provided in this Agreement, any failure of any of the
parties to comply with any obligation, covenant, agreement or condition herein
may be waived by the party entitled to the benefits thereof only by a written
instrument signed by the party granting such waiver, but such waiver or failure
to insist upon strict compliance with such obligation, covenant, agreement or
condition shall not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.
17.3 Governing Law. This Agreement shall be governed by and construed in
-------------
accordance with the laws of the State of Maine (regardless of the laws that
might otherwise govern under applicable Maine principles of conflicts of law) as
to all matters, including but not limited to matters of validity, construction,
effect, performance and remedies. Any and all disputes arising out of or in
connection with this Agreement arbitrated in Maine under Section 16.10, or if
such dispute is not arbitrable shall be adjudicated in the federal or state
courts located in the State of Maine, to whose jurisdiction the parties hereby
irrevocably submit for such purposes.
17.4 Counterparts. This Agreement may be executed in two or more
------------
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
17.5 Interpretation. The article and section headings contained in this
--------------
Agreement are solely for the purpose of reference, are not part of the agreement
of the parties and shall not in any way affect the meaning or interpretation of
this Agreement. Neither party shall be deemed to have been the drafter of this
Agreement, which is the product of detailed, arm's length negotiations between
the parties and their respective counsel.
17.6 Entire Agreement. This Agreement constitutes the entire agreement
----------------
and understanding of the parties hereto with respect to the subject matter
hereof and supersedes any and all prior oral or written expressions,
understandings or agreements between or among the parties with respect thereto.
17.7 Confidentiality. The administration of this agreement may require
---------------
the exchange of Confidential Information, including, without limitation,
productions costs, load requirements, and NEPOOL system obligations. As used
herein, the term "Confidential Information" means any information given by one
party to the other, except: (a) information known generally to the public, (b)
information derived by the receiving party from sources other than the
disclosing party and not as a result of a breach of this Agreement, (c)
information required to be
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<PAGE>
disclosed by any law, rule, regulation or lawful order, but only to the extent
disclosure is so required, and (d) information already known by the receiving
party prior to disclosure hereunder. Each party agrees to protect Confidential
Information received from the other party, not to disclose the same (except to
its employees, agents, attorneys and accountants having a business need for the
same), and to cause those to whom it discloses Confidential Information to
conform to the requirements of this Section 17.7 for a period of two (2) years
after receipt thereof. In the event that information must be disclosed under
subsection 17.7(c), the disclosing party shall promptly notify the other and
shall seek to have the disclosed information sealed or held confidential by the
court, regulator, governmental entity or other recipient.
IN WITNESS WHEREOF, CMP and Seller have caused this agreement to be signed by
their respective duly authorized officers as of the date first above written.
CENTRAL MAINE POWER COMPANY
By:
-------------------------------
Name:
Title:
NATIONAL ENERGY HOLDINGS, INC.
By:
--------------------------------
Name:
Title:
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<PAGE>
EXHIBIT 4.5
Adjustments for Omitted Units
<TABLE>
<CAPTION> Energy & operable
Installed Capability Required
Capability minimum Purchase
- --------------------------------------------------------------------------------
Fossil Unit Winter Summer Period 1 Period 2 Period 3
(MW) (MW) (GWh) (GWh) (GWh)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Mason Unit 1 0 0 0 0 0
- --------------------------------------------------------------------------------
Mason Unit 2 0 0 0 0 0
- --------------------------------------------------------------------------------
Mason Unit 3 33 33 0 0 0
- --------------------------------------------------------------------------------
Mason Unit 4 34 33 0 0 0
- --------------------------------------------------------------------------------
Mason Unit 5 34 33 0 0 0
- --------------------------------------------------------------------------------
W.F. Wyman Unit 1 54 54 8.0 30.0 1.0
- --------------------------------------------------------------------------------
W.F. Wyman Unit 2 54 54 40.0 50.0 1.0
- --------------------------------------------------------------------------------
W.F. Wyman Unit 3 119 116 170.0 560.0 75.0
- --------------------------------------------------------------------------------
W.F. Wyman Unit 4 366 364 126.5 500.0 113.0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Total 694 687 344.5 1,140.0 190.0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<CAPTION>
10-MINUTE 10-MINUTE 30-MINUTE AUTOMATIC GEN. CONTROL
NON-SPINNING SPINNING OPERATING Operating Response
RESERVE RESERVE RESERVE Range Range
-------------------------------------------------------------------------------------------------------
Fossil Unit (MW) (% Req.) (MW) (% Req.) (MW) (% Req.) (MW) (MW/Min.) (% Req.)
- ----------- -------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Mason Unit 1 0 0% 0 0% 0 0% 0 0 0%
-------------------------------------------------------------------------------------------------------
Mason Unit 2 0 0% 0 0% 0 0% 0 0 0%
-------------------------------------------------------------------------------------------------------
Mason Unit 3 0 0% 8 0% 24 0% 0 0 0%
-------------------------------------------------------------------------------------------------------
Mason Unit 4 0 0% 8 0% 24 0% 0 0 0%
-------------------------------------------------------------------------------------------------------
Mason Unit 5 0 0% 8 0% 24 0% 0 0 0%
-------------------------------------------------------------------------------------------------------
W.F. Wyman Unit 1 0 0% 11 10% 33 15% 23 0.7 10%
-------------------------------------------------------------------------------------------------------
W.F. Wyman Unit 2 0 0% 11 10% 33 15% 23 0.7 10%
-------------------------------------------------------------------------------------------------------
W.F. Wyman Unit 3 0 0% 21 15% 63 30% 50 1.5 15%
-------------------------------------------------------------------------------------------------------
W.F. Wyman Unit 4 0 0% 24 25% 73 40% 177 1.7 25%
-------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------
Total 0 0% 91 60% 274 100% 273 4.6 60%
-------------------------------------------------------------------------------------------------------
</TABLE>
Notes relating to Operating Reserves and AGC:
- --------------------------------------------
"MW" refers to the individual Fossil Unit's contribution to the maximum product
or service quantities specified in Section 4.4.
"% Req." refers to the percentage of CMP's obligation for the applicable product
or service under the NEPOOL Agreement.
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<PAGE>
EXHIBIT 5.6
DRAFT
REPORTING PROCEDURES
TIMING OF COMMUNICATIONS
1. PRE-SCHEDULING
Pursuant to Article V, Section 5.1, CMP will provide Seller with preliminary
estimates of required Energy and Operable Capability on a monthly basis. Such
estimates will be received by Seller no later than the TWENTY-FIFTH DAY OF THE
MONTH preceding the month in which the estimates apply (or the preceding
business day if the 25th is a holiday or weekend).
CMP will provide to the Seller CMP's final delivery schedules, including
schedules of Required Minimum Purchase quantities, rescheduled quantities
pursuant to Section 5.7 and Supplemental deliveries pursuant to Section 5.9, no
later than one (1) hour prior to the deadline established by the System Operator
for submission of binding generation bid prices and energy self-schedules. AT
THE PRESENT TIME, THIS DEADLINE IS EXPECTED TO BE 12:00 P.M. OF THE DAY
PRECEDING THE EFFECTIVE DATE OF THE SUBMITTED BID PRICE OR SCHEDULE.
2. COMMUNICATIONS RELATING TO OPERATING RESERVE AND AGC
Pursuant to Article V, Section 5.1, CMP will report to Seller CMP's expected
peak percentage obligation with respect to Operating Reserves and AGC. To the
extent that CMP is obligated to report such information, it will be provided by
CMP to the Seller NO LATER THAN ONE (1) WORKING DAY FOLLOWING CMP'S RECEIPT OF
THE INFORMATION FROM THE SYSTEM OPERATOR.
3. SUBMISSION OF CONTRACTS AND SCHEDULES
Pursuant to Article V, Section 5.3, Seller will be responsible for submission of
all contracts and schedules necessary to implement deliveries under this
Agreement. Seller will also provide CMP with copies of all such transmittals
submitted by Seller to the System Operator and the Maine Satellite. Such copies
will be provided NO LATER THAN ONE (1) HOUR FOLLOWING SUBMISSION OF THE ORIGINAL
DOCUMENTS.
4. DELIVERY REDUCTIONS OR CURTAILMENTS
Pursuant to Article V, Section 5.4, Seller will promptly provide CMP with
information describing the cause and expected duration of any required
deviations from CMP's schedule of deliveries. Seller will make good faith
efforts to provide such notification NO LATER THAN THIRTY (30) MINUTES FOLLOWING
THE TIME AT WHICH THE SELLER BECOMES AWARE OF THE REQUIRED DEVIATION.
-26-
<PAGE>
5. SUPPLEMENTAL ENERGY AND OPERABLE CAPABILITY PRICING
Pursuant to Article V, Section 5.9, Seller may provide CMP discounted prices for
quantities of Supplemental Energy and Operable Capability. To the extent that
Seller elects to offer such discounted prices, Seller will report to CMP the
discount price NO LATER THAN TWO (2) HOURS PRIOR TO THE DEADLINE ESTABLISHED BY
THE SYSTEM OPERATOR FOR ADVANCED SCHEDULING OF SUCH ENERGY AND OPERABLE
CAPABILITY TRANSACTIONS.
6. POST TRANSACTION CONFIRMATIONS
Seller will provide CMP with confirmation of actual hourly deliveries of CMP's
scheduled Energy and Operable Capability on a daily basis. Reported
confirmations will be received by CMP NO LATER THAN TWO (2) WORKING DAYS
FOLLOWING THE DAY OF DELIVERY.
7. RESOLUTION OF DISPUTED DELIVERIES
In the event that Seller's post-transaction confirmation documents do not agree
with settlement documents received form the System Operator, CMP will promptly
notify Seller of such discrepancy. It shall be Seller's obligation to promptly
resolve the discrepancy with the System Operator and report the results of such
resolution to CMP.
MODE OF COMMUNICATIONS
Until such time that CMP and the Seller mutually agree to implement alternative
communication modes, all communications between CMP and the Seller described in
this Exhibit 5.6 will be by common telephone equipment. Unless CMP and the
Seller mutually agree otherwise, all electronic communications, including but
not limited to facsimile and electronic mail transmissions, will be confirmed
with a corresponding telephonic voice communication. Voice communications
between the Parties for purposes of this Exhibit 5.6 will be made to the
personnel and corresponding numbers identified below:
Telephone Facsimile
--------------- --------------
CMP:
- ---
Business Hours Energy Trading (207) 621-7850 (207) 621-7865
Non-business hours Maine Satellite (207)
Business Hours: 7:00 a.m.-4:00 p.m. on all non-holiday weekdays.
SELLER:
- ------
Business Hours
Non-business hours
Business Hours:
2
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<PAGE>
EXHIBIT 10.1
Form of Billing Statement
SUMMARY OF CHARGES FOR THE MONTH OF: ___________
ENERGY AND OPERABLE CAPABILITY CHARGES
- --------------------------------------
DELIVERED RATE
MWH ($/MWH) AMOUNT ($)
Required Minimum
Purchases
Deferred Scheduled
Deliveries
Supplemental Purchases
SUBTOTAL ________ $__________
INSTALLED CAPABILITY CHARGES
- ----------------------------
DELIVERED RATE
MW ($/MW-MONTH) AMOUNT ($)
Installed Capability
TOTAL CHARGES $_________
-28-
<PAGE>
EXHIBIT G TO
ASSET PURCHASE AGREEMENT
PARENT GUARANTY
1. Reference is made to the Asset Purchase Agreement, dated as of January 6,
1998 (the "Purchase Agreement"), by and among Central Maine Power Company,
The Union Water-Power Company, Cumberland Securities Corporation and
Central Securities Corporation (the "Sellers") and National Energy
Holdings, Inc., a Delaware corporation (the "Buyer").
2. By executing this Parent Guaranty (the "Guaranty"), for good and valuable
consideration received, FPL Group Inc., a Florida corporation (the
"Guarantor"), in addition to its other obligations undertaken hereunder,
hereby irrevocably and unconditionally guarantees the Buyer's due and
punctual performance under the Purchase Agreement. The guaranty under this
Section 2 shall be an absolute, unconditional, present and continuing
guaranty of payment and performance (not merely of collection or
collectibility), which shall remain in full force and effect until each and
all of the obligations guaranteed under this Section 2 shall have been
fully and satisfactorily discharged in accordance with the terms and
provisions of the Purchase Agreement and the Ancillary Agreements (as
hereinafter defined), including the obligations to: (i) pay the amounts
required to be paid by the Buyer pursuant to Articles II, III and IX of the
Purchase Agreement and (ii) perform, observe and comply with all other
obligations, covenants, and undertakings and representations and warranties
of the Buyer contained in the Purchase Agreement and the Transitional Power
Sales Agreements (as defined in the Purchase Agreement)(the "Ancillary
Agreements") (such payments and other obligations referred to in clauses
(i) and (ii), collectively, the "Obligations"), and in the event that the
Buyer shall fail to perform such Obligations at the times and in the manner
provided in the Purchase Agreement and the Ancillary Agreements, following
(i) the occurrence of a Triggering Event (as defined below) or (ii) the
exercise, in good faith, by the Sellers of reasonably diligent efforts to
enforce the payment and performance by the Buyer of the Obligations, the
Guarantor, within thirty (30) days of receipt of written notice from the
Sellers of the Buyer's failure to perform, shall duly perform or cause to
be performed the same, to the extent such Obligations would not have been
excused were the Guarantor the direct obligor thereof.
As used herein, the term "Triggering Event" shall mean any or all of the
following events or circumstances: (a) execution of a judgment against the
Buyer by the Sellers that has been returned unsatisfied; (b) insolvency of
the Buyer or the existence of an insolvency proceeding against the Buyer;
or (c) the Buyer cannot be served by the Seller with legal process.
3. The Buyer agrees that upon any consolidation or merger, or any conveyance
or transfer of all or substantially all of the properties and assets of the
Buyer (any such consolidation, merger, conveyance or transfer, a
"Fundamental Transaction") the successor Person (as such term is defined in
the Purchase Agreement) formed by such consolidation into or with which the
Buyer is merged or to which such conveyance or transfer is made shall
1
<PAGE>
succeed to, and be substituted for, and shall discharge and perform every
obligation and duty and may exercise every right and power of the Buyer
with respect to the Obligations and the Buyer's obligations under this
Section 4 with the same effect as if such successor Person had been named
as the Buyer in the Purchase Agreement.
4. Except as provided above, the liability of the Guarantor under this
Guaranty shall be absolute, unconditional and irrevocable, irrespective of:
(a) any lack of validity or enforceability of the Purchase Agreement, the
Ancillary Agreements or any other agreement or instrument relating
thereto;
(b) any change in time, manner or place of payment of, or in any other
terms of, all or any of the Obligations or any other amendment or
waiver of, or any consent to departure from, the Purchase Agreement or
the Ancillary Agreements;
(c) any change in ownership of the Guarantor or the Buyer;
(d) any bankruptcy, insolvency or reorganization of, or other similar
proceedings involving the Guarantor or the Buyer; or
(e) any other circumstances which might otherwise constitute a defense
available to, or a discharge of, the Buyer in respect of the
Obligations or a legal or equitable discharge of the Buyer in respect
thereof.
This Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Obligations is rescinded
or must otherwise be returned by the Sellers upon the insolvency,
bankruptcy or reorganization of the Buyer or otherwise, all as though such
payment had not been made.
5. The Guarantor hereby irrevocably, unconditionally and expressly waives, to
the fullest extent permitted by applicable law and in each case except as
otherwise provided in Section 2 above, promptness, diligence, notice of
acceptance and any other notice with respect to any of the Obligations and
this guaranty and any requirement that the Sellers protect, secure or
perfect any security interest or exhaust any right or first proceed against
the Buyer or any other person or entity.
6. This Guaranty constitutes a primary obligation of the Guarantor and is a
continuing guaranty and shall (a) be binding upon the Guarantor and its
successors and assigns and (b) inure to the benefit of and be enforceable
by the Sellers and their respective successors and assigns.
7. The Guarantor hereby represents and warrants that it has full corporate
power and authority to execute and deliver this Guaranty and to perform its
obligations hereunder, and that the execution of this Guaranty by the
Guarantor and the performance by the Guarantor of its obligations hereunder
will not (i) conflict with or result in any breach of any provision of the
Certificate of Incorporation or By-Laws (or other similar governing
2
<PAGE>
documents) of the Guarantor, (ii) require any consent, approval,
authorization or permit of, or filing with or notification to, any
governmental or regulatory authority, or (iii) result in a default (or give
rise to any right of termination, cancellation or acceleration) under any
of the terms, conditions or provisions of any note, bond, mortgage,
indenture, agreement, lease or other instrument or obligation to which the
Guarantor is a party, or by which its assets are bound, except for such
defaults as to which requisite waivers or consents have been obtained.
8. All notices and other communications hereunder shall be in writing and
shall be deemed given if delivered personally or by facsimile transmission,
telexed or mailed by overnight courier or registered or certified mail
(return receipt requested), postage prepaid, to the parties at the
following addresses (or at such other address for a party as shall be
specified by like notice; provided that notices of a change of address
--------
shall be effective only upon receipt thereof):
(a) If to the Sellers, to:
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Attention: Gerald C. Poulin
(b) If to the Guarantor, to:
FPL Group, Inc.
700 Universe Blvd.
Juno Beach, Florida 33408
Attention: General Counsel
9. This Guaranty shall be governed by and construed in accordance with the
laws of the State of Maine (regardless of the laws that might otherwise
govern under applicable Maine principles of conflicts of law) as to all
matters, including but not limited to matters of validity, construction,
effect, performance and remedies.
FPL Group, Inc.
By:______________________
President and CEO
3
<PAGE>
Solely for the purpose of agreeing to observe and be bound by the
provisions of Section 3 of this Guaranty, the Buyer has executed this
Guaranty on the date set forth above, it being understood that the
Guarantor shall have no liability of any kind thereunder.
National Energy Holdings, Inc.
By:____________________
President
4
