Tariff No. 6 of Northeast Utilities Service Company for System Power Sales/Exchange

Effective: 1996

List of Schedules

Schedule I	General Terms and Conditions
Schedule II	Service Agreement Certificate of Concurrence
Schedule III	Charge Rate Methods

GENERAL TERMS AND CONDITIONS

TABLE OF CONTENTS

1. DEFINITIONS

1. "Buyer" means any eligible customer purchasing System Power from Seller under this Tariff.
2. "Buyer’s System" means a subsystem of the Buyer comprising a package of any number of units, each of which Buyer has an entitlement, and each of which the energy cost is expected to be uneconomic (as defined in A.3) to Seller during the period of the Transaction. Buyer’s System would only be provided to Seller during an Exchange in order to allow a Transaction to take place pursuant to this Tariff consistent with Seller’s obligation to satisfy its Capability Responsibility to NEPOOL pursuant to the NEPOOL Agreement. Buyer’s System may only be provided to Seller by a non-NEPOOL Participant.
3. "Buyer’s Unit" means a unit to which Buyer has an entitlement and which unit has a power cost which is expected to be uneconomic to Seller during the period of the Transaction (i.e., a unit(s) that has an energy dispatch rate in excess of Seller’s forecasted incremental energy rate). Buyer’s Unit would only be provided to Seller during an Exchange in order to allow a Transaction to take place pursuant to this Tariff consistent with Seller’s obligation to satisfy its Capability Responsibility to NEPOOL pursuant to the NEPOOL Agreement. Seller reserves the right not to accept a unit which is out of service when located outside the NEPOOL control area.
4. "Commission" or "FERC" means the Federal Energy Regulatory Commission or such successor federal agency as may have jurisdiction over this Tariff.
5. "Certificate of Concurrence" means a certificate executed by the Buyer adopting the provisions of Schedule I of this Tariff pertaining to Exchange Transactions. Such Certificate will be in the form contained in Schedule II of this Tariff.
6. "Daily Transaction" means a Transaction where the terms for service are predetermined for a twenty-four hour period pursuant to Section E.
7. "Due Diligence" means the exercise of good faith efforts to perform a required act on a timely basis and in accordance with good utility practice.
8. "Hourly Transaction" means a Transaction where the terms for service are predetermined for a period of less than twenty four hours pursuant to Section E.
9. "Initial NU Companies" means The Connecticut Light and Power Company ("CL&P"), Western Massachusetts Electric Company ("WMECO") and Holyoke Power Company ("HWP," including Holyoke Power and Electric Company).
10. "Monthly Transaction" means a Transaction where the terms for service are predetermined for a minimum of one calendar month pursuant to Section E.
11. "NEPEX" means the New England Power Exchange.
12. "NEPOOL" means the New England Power Pool.
13. "NEPOOL Agreement" means the New England Power Pool Agreement dated as of September 1, 1971 as amended and as may be amended from time to time.
14. "NU System Companies" means the Initial NU Companies and Public Service Company of New Hampshire ("PSNH").
15. "NUSCO" means Northeast Utilities Service Company.
16. "Seller" means NUSCO, acting as agent for the Initial NU Companies and PSNH.
17. "Seller’s System" means the bulk power (capacity, transmission, and energy) resources of the NU System Companies to effect a System Power Sale or System Power Exchange.
18. "Service Agreement" means an agreement between Seller and Buyer to conduct Transactions under this Tariff, such agreement in the form contained in Schedule II of this Tariff.
19. "System Power" means capacity and/or energy made available from the Seller’s System.
20. "System Power Exchange" or "Exchange" means the exchange of Seller’s System Power for a like amount of capacity and associated energy (if any) from Buyer's System or Buyer's Unit(s) pursuant to a Transaction under this Tariff.
21. "System Power Sale" means the sale of System Power by Seller to a Buyer pursuant to a Transaction under this Tariff.
22. "Tariff" means Schedules I, II and III of this Tariff No. 6.
23. "Transaction" means the specifications for a System Power Sale or System Power Exchange, as agreed to by the Seller and a willing Buyer pursuant to Section E of this Tariff.
24. "Transaction Amount" means the amount of System Power (expressed in megawatts) contracted for sale by Seller to Buyer during each hour of a Transaction.
25. "Weekly Transaction" means a Transaction where the terms for service are predetermined for 168 consecutive hours pursuant to Section E.

Whenever any term is used in this Tariff, or a Service Agreement entered into pursuant to this Tariff, and is not otherwise defined, it shall have the meaning specified in the NEPOOL Agreement in a manner not inconsistent with the provisions of this Tariff.

2. PURPOSE

1. Seller may, from time to time, in its sole discretion, make System Power available for sale or exchange to others (Buyers). Seller and a willing Buyer may enter into a Transaction which when doing so is anticipated to produce overall economic benefits to both parties. The decision of Seller and a willing Buyer to enter into a Transaction and the specifications of the Transaction normally will be made over the telephone before the Transaction is to begin in accordance with applicable NEPOOL notification requirements.
2. The purpose of this Tariff is to set forth the general terms and conditions that form the framework for specific Transactions. Transactions are available only upon execution of a Service Agreement with NUSCO in the form set forth in Schedule II. Further, when required by the Commission's regulations, Exchange Transactions will only be available upon execution of a Certificate of Concurrence by Buyer in the form set forth in Schedule II. Each such Service Agreement will incorporate these general terms and conditions and any special arrangements with the Buyer.
3. NUSCO will file each such Service Agreement and any required Certificate of Concurrence with the Commission (and any such other regulatory agency that may have jurisdiction over the Service Agreement) in accordance with the provisions of applicable laws and any rules and regulations thereunder.

3. ELIGIBILITY

System Power Sales or System Power Exchanges are available only to eligible entities that execute a Service Agreement. Eligible entities are any private or public corporation, governmental agency or authority, municipality, rural electric membership corporation or cooperative, person or lawful association of any of the foregoing which engages in the purchase of power for resale. An eligible entity must be able to demonstrate its financial viability to NUSCO's reasonable satisfaction. Neither NUSCO or any eligible entity shall be required to enter into a Service Agreement and/or any Transaction hereunder.

4. TERM

This Tariff shall become effective on the date permitted by the Commission and shall continue in effect until Sellers have given the other party to a Service Agreement at least sixty (60) days written notice of their intent to terminate and have filed for termination of the Tariff in accordance with FERC regulations. Notwithstanding the termination of the Tariff pursuant to this Section D, the terms and conditions of this Tariff shall continue to apply until the conclusion and final billing of any Transaction entered into pursuant to this Tariff.

5. TRANSACTIONS

1. In order to effect a System Power Sale, the parties must agree to the following:

1. Whether the Transaction is an Hourly, Daily, Weekly, or Monthly Transaction.
2. The Transaction Amount.
3. If the energy is dispatchable or must take.
4. The energy charge rate, expressed in dollars per megawatt-hour, applicable to each hour of the Transaction based on one of the methods set forth in Schedule III of this Tariff. The parties may further agree if the energy charge rate will include the energy-related cost for transmission electrical losses.
5. The capacity charge rate or energy reservation charge rate of the Seller, as applicable to each hour of the Transaction based on one of the methods set forth in Schedule III of this Tariff. Unless otherwise mutually agreed by the parties, if such Transaction results in the loss of Capability from Seller’s System, there will be a capacity charge rate, and if such Transaction does not result in the loss of Capability from Seller’s System, there will be an energy reservation charge rate. The parties shall further agree on the extent to which the Section K.1 capacity charge or energy reservation charge will be reduced in the event of an interruption in the Transaction as a result of the availability criteria agreed to by the parties pursuant to Subsection E.1.f. These charge rates will not include the cost of any transmission service required to effect the Transaction.
6. The availability criteria, as described in Section H.

2. If the Transaction is a System Power Exchange, the parties must agree to the following:

1. Whether the Transaction is an Hourly, Daily, Weekly, or Monthly Transaction.
2. The Transaction Amount.
3. If the energy is dispatchable or must take.
4. The type of capacity and energy, Buyer's System or Buyer's Unit(s), to be exchanged by the Buyer.
5. The energy charge rate of the Seller, expressed in dollars per megawatt-hour, applicable to each hour of the Transaction, based on one of the methods set forth in Schedule III of this Tariff. The parties may further agree if the energy charge rate will include the energy-related cost for transmission electrical losses.
6. The energy charge rates applicable to the energy made available by the Buyer from Buyer's System during each hour of the Transaction.
7. The energy reservation charge rate of the Seller applicable to each hour of the Transaction, based on one of the methods set forth in Schedule III of this Tariff. The type of service shall be as mutually agreed by the parties. The parties shall further agree on the extent to which the Section K.1 energy reservation charge will be reduced in the event of an interruption in the Transaction as a result of the availability criteria agreed to by the parties pursuant to subsection E.2. These charge rates will not include the cost of any transmission service required to effect the Transaction.
8. The availability criteria, as described in Section H.

6. SYSTEM POWER EXCHANGES

1. In order to permit sales under this Tariff while maintaining the NU System Companies' minimum monthly system capability under Section 9.4 of the NEPOOL Agreement, NUSCO may request Buyer to enter into a System Power Exchange under which Buyer, at its election, may provide capacity and energy (if any) from either Buyer's System or Buyer's Unit(s). If the Exchange involves Buyer’s Unit(s), Buyer shall specify the unit exchanged. For each hour of an Exchange Transaction that Buyer provides Seller with capacity and energy from Buyer's Unit(s), Seller shall be entitled to a specified amount of capacity and a fractional percentage of the energy from the Buyer's Unit(s). The fractional percentage of energy from a Buyer's Unit shall be calculated by dividing the mutually agreed upon capacity amount to be exchanged from such Buyer's Unit for the hour by the maximum claimed Capability (winter or summer, as applicable) of such Buyer's Unit at the time the Transaction is agreed upon by the parties.
2. In the event that Buyer provides Seller with capacity from a Buyer's Unit that is scheduled or unscheduled out of service, Seller shall be entitled to receive its fractional percentage of NEPOOL scheduled or unscheduled outage services, as applicable to such Buyer's Unit.

7. BUYER'S AND SELLERS' ENTITLEMENTS

1. For each hour that a Transaction involves a System Power Sale or a System Power Exchange, Buyer shall be entitled to capacity and/or energy from the Seller's System in accordance with the terms of the Transaction as agreed to by the parties pursuant to Section E hereof ("Buyer's Entitlement"). For each hour that a Transaction involves a System Power Exchange, Seller shall be entitled to capacity and energy (if any) from Buyer's System or Buyer's Unit(s) in accordance with the terms of the Transaction, as agreed to by the parties pursuant to Section E ("Seller's Entitlement").

8. AVAILABILITY

1. The availability of energy from Seller under any Transaction is subject to the availability of the NU System Companies’ generating and/or transmission capacity and/or energy and is subject to: (i) the NU System Companies’ sales to their native load retail customers, (ii) the NU System Companies’ sales to their wholesale requirements and ultimate customers, if any, (iii) the NU System Companies' obligations, if any, to provide service under other wholesale contracts, (iv) the NU System Companies’ obligations to provide firm transmission service, and (v) the NU System Companies' obligations under the NEPOOL Agreement.
2. The availability of energy from Seller under any Transaction may also be subject to the availability (including a specified generation output level) of any generating unit(s) on the Seller’s System or on the Buyer's System and/or the availability of power to the Seller or to the Buyer from generating sources external to their respective systems which, in their determination, may impact the economics of either party to the Transaction at the agreed upon energy charge rate(s), and situations of transmission limitations on the Seller's System or on the Buyer's System or situations of voltage reduction in NEPOOL.

9. NOTIFICATION WITH RESPECT TO A TRANSACTION

1. NUSCO shall notify NEPEX of each Transaction in accordance with applicable NEPOOL procedures. If the Transaction is an Exchange, and Buyer is a NEPOOL Participant, Buyer shall also be required to notify NEPEX of the particulars of the Transaction in accordance with applicable NEPOOL procedures. If the Transaction involves a System Power Sale or System Power Exchange with a non-NEPOOL Participant (i) Buyer shall be required to notify other applicable power pools of the Transaction and (ii) Buyer shall provide, as necessary, its dispatchable energy schedule for any hour to NEPEX no less than thirty-five (35) minutes prior to the start of the hour.
2. Additional instructions in giving all such notification will be determined by mutual agreement of the parties.

10. TRANSMISSION

1. Unless otherwise mutually agreed by the parties, Buyer shall be responsible for arrangements for and for payment of the cost of transmission service across any transmission system(s) (including the cost of any pool transmission services) which may be used to effect receipt or delivery of capacity and energy purchased or exchanged hereunder.
2. In the event that Seller agrees to be responsible for arrangement and for payment of the cost of transmission service arrangements, the parties shall also agree to the following, in addition to the requirements of Section E.1 or E.2.

1. the point(s) of receipt and delivery of System Power Sold by Seller hereunder;
2. the party responsible for transmission electrical losses; and
3. the type of transmission service (i.e. firm or non-firm);

3. In the event that Seller agrees to assume responsibility for arrangements and payment for the transmission service, Buyer shall be obligated to reimburse Seller, monthly, as applicable, the charges Seller incurred in obtaining said service based on the applicable transmission tariff rates on file with the FERC. Seller will provide Buyer with appropriate documentation.

11. PAYMENTS TO SELLERS

For each month during which a Transaction(s) occurs, Buyer shall be responsible to pay to Seller a capacity charge or energy reservation charge, as applicable to the

Transaction(s), and an energy charge, each as described below:

1. Capacity or Energy Reservation Charge - Buyer shall pay to Seller, monthly, as applicable, a capacity charge or an energy reservation charge, which shall be the sum of all such charges calculated for each Transaction during such month. The capacity charge for each applicable Transaction shall be the product of (i) the Transaction Amount agreed to by the parties pursuant to Subsection E.1.b and (ii) the capacity charge rate agreed to by the parties pursuant to Subsection E.1.e for such Transaction. The energy reservation charge for each applicable Transaction shall be the product of (i) the Transaction Amount agreed to by the parties pursuant to Subsections E.1.b or E.2.b and (ii) the energy reservation charge rate agreed to by the parties pursuant to Subsections E.1.e or E.2.g. The capacity or energy reservation charge for a Transaction may be reduced in accordance with the agreement of the parties pursuant to Subsection E.1.e or E.2.g for any reduction in the availability of System Power to Buyer as a result of implementation of the availability criteria agreed by the parties pursuant to Subsections E.1.f or E.2.h.
2. Energy Charge - Buyer shall pay to Seller, monthly, an energy charge which shall be the sum of all energy charges calculated for each Transaction during such month. The energy charge for each Transaction shall be the sum of the energy charges for each hour of the Transaction determined as the product of (i) the megawatt-hours of energy dispatched by Buyer during the hour, and (ii) the energy charge rate as agreed to by the parties pursuant to Subsections E.1.d or E.2.e for such hour. If the parties agree to increase the energy charge rate to reflect the energy-related cost for transmission electrical losses, (i) above shall be the megawatt-hours of energy actually delivered to Buyer during the hour.
3. Out-of-Rate Operation - Buyer's Unit shall be considered to be operated out-of-rate when its actual output level is classified as "must run" or "restricted" by NEPOOL operation. If any Buyer's Unit is operated out-of-rate, Buyer shall notify Seller as soon as practicable. For the period and to the extent that any such Buyer's Unit is operated out-of-rate, Seller shall determine the difference between the NU System Companies' NEPOOL own-load dispatch costs with and without the Buyer's Unit run out-of-rate. If there is a difference, Seller shall notify Buyer of the cost to Seller, as soon as practicable, and render a bill to Buyer in accordance with Section N, unless otherwise agreed by the parties. Any such bill to Buyer shall be required to include information which supports the basis for the charge.

12. PAYMENTS TO BUYER

For each month during which a System Power Exchange occurs, Seller shall be responsible to pay Buyer the charges, as described below.

1. For Exchanges Involving Buyer's System - Seller shall pay to Buyer, monthly, an energy charge, which shall be calculated for each such Exchange for which energy was delivered to Seller from Buyer's System during the month. The energy charge for each such Exchange shall be the sum of Buyer's energy charges for each hour of the Exchange determined by the product of: (i) the megawatt-hours of energy delivered to Seller during the hour and (ii) the Buyer's energy charge rate as agreed to by the parties pursuant to Subsection E.2.f for such hour.
2. For Exchanges Involving Buyer's Unit(s) - Seller shall pay to Buyer, monthly, an energy charge, which shall be calculated for each such Exchange for which energy was actually produced under NEPEX dispatch from Buyer's Unit(s) during such month and received by Seller. The energy charge for each such Exchange shall be the sum of the energy charges calculated for each Buyer's Unit applicable to such Exchange, determined as the product of (i) the NEPEX replacement fuel price for such Buyer's Unit (expressed in dollars per Btu, averaged for the period of the Transaction), as reported to NEPEX in accordance with applicable NEPOOL procedures, (ii) the full load average heat rate of such Buyer's Unit, expressed in Btu's per kilowatt-hour, as reported to NEPEX in accordance with applicable NEPOOL procedures, and (iii) the number of kilowatt-hours of energy received by Seller from such Buyer's Unit.

13. ALLOCATION OF TRANSACTION AMOUNT AND REVENUES AND EXPENSES ASSOCIATED WITH WEEKLY OR MONTHLY TRANSACTIONS AMONG THE NU SYSTEM COMPANIES

1. Prior to each Weekly Transaction or Monthly Transaction, Seller shall determine the portion of the Transaction Amount to be supplied by the Initial NU Companies and by PSNH based on the forecasted amount of surplus capacity available for sale from the systems of the Initial NU Companies and PSNH. Revenues and expenses (if any) associated with such Transactions will be allocated among the Initial NU Companies and PSNH in the same manner.
2. These allocation procedures shall have no impact on the charges to the Buyer under this Tariff.

14. BILLING AND PAYMENT

1. The receiving party shall pay to the supplying party all charges billed by the supplying party pursuant to this Tariff. Bills shall be rendered as soon as practicable after the end of each calendar month. Bills will incorporate such information as may be reasonably necessary to determine the payments due for such month.
2. Pending the availability of actual data, billings hereunder shall be based upon estimates, made by the supplying party, subject to true-up when actual data are known.
3. Each bill shall be subject to adjustment for any errors in arithmetic, computation, estimating or otherwise. Any such billing adjustments shall be made as promptly as practicable, but in no event later than six (6) months after the Due Date, as defined in subsection 4 of this Section.
4. All payments shown to be due on such bill, subject to subsequent adjustments as heretofore provided, shall be due and payable not later than the Due Date, defined as twenty (20) days after date of invoice (the period of 20 days after date of invoice is intended to allow 5 days for invoice delivery and 15 days after receipt of invoice for payment). Any amount remaining unpaid after such Due Date shall bear interest from the Due Date to the date of payment at the prevailing prime rate at the main office of the supplying party’s primary lending institution.
5. The supplying party may make adjustments to an initial bill within six (6) months after the date of the bill in order to reflect differences in charges resulting from the supplying party’s receipt of more current data on billing determinants. The receiving party may dispute such adjustment in accordance with this Section N. The supplying party shall also make additional adjustments to bills after said six (6) month period to the extent such adjustments are required based upon final resolution of any claim, action, or proceeding formally initiated by or noticed to the supplying party within the time period stated in subsection 6 of this Section. Such additional adjustments will be made within thirty (30) days of the date of a final resolution of any such claim, action, or proceeding.
6. If the receiving party, in good faith, disputes the amount of the any bill, it shall itemize the basis for its dispute in a written notice to the supplying party given on or before the Due Date. Notwithstanding the above, the receiving party is obligated to pay all billed amounts by the Due Date. Upon final resolution of the dispute, if refunds are due to the receiving party, the supplying party shall make such refunds, together with interest (at the rate specified in Section N.4 above) from the date said disputed amounts were paid to the supplying party.
7. If payments for services rendered under this Tariff are not made in accordance with the provisions of this Section N., the supplying party shall notify the receiving party in writing of such default. The receiving party shall have thirty (30) days from the date of such written notice to cure said default by paying the full amount due. If, at the end of the thirty (30) day period, payment has not been made, the supplying party shall have the right to take such actions as may be permissible under the Federal Power Act and the regulations of the Commission and suspend service and/or to file with the Commission a notice of cancellation of the Service Agreement pursuant to Section 35.15 of the Commission’s regulations. In addition to the remedies provided by this Tariff, the supplying party shall have the right to take such other actions as may be permissible by law.

15. AUDITS OF ACCOUNTS AND RECORDS

Within one (1) year following a calendar year, Seller and Buyer shall have the right to audit each other’s accounts and records at the offices where such accounts and records are maintained during normal business hours; 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 Transactions between Seller and Buyer under this Tariff for said calendar year. The costs of the audit shall be borne by the party requesting the audit.

16. AMENDMENTS AND RATE CHANGES

Nothing contained in this Tariff, or any Service Agreement entered into pursuant to this Tariff, shall be construed as affecting, in any way, any of Seller’s rights unilaterally to make filings with the FERC for a change in rates, charges, classification, terms and/or conditions of service under this Tariff (including the schedules to this Tariff) or any rule or regulation related thereto, under Section 205 or any other applicable provisions of the Federal Power Act (or any successor statute) and pursuant to the Commission’s rules and regulations promulgated under any of the above.

17. APPLICABLE LAWS, REGULATIONS, AND ORDER OF GOVERNMENTAL AUTHORITIES

1. This Tariff and any Service Agreement under this Tariff are made subject to present or future local, state, or federal laws and to present or future regulations or orders properly issued by local, state, or federal authorities having jurisdiction. All rights and obligations of the parties to any Service Agreement entered into pursuant to this Tariff are subject to the condition that any requisite approvals by said governmental authorities shall have been secured and that all other requisite governmental and regulatory approvals of the execution, delivery, and the performance of such Service Agreements shall have been secured. Each party agrees to use reasonable efforts to secure all such approvals, grants, and permits as promptly as reasonably practicable and to maintain such approvals, grants and permits to the extent necessary to the performance of their respective rights and obligations under this Tariff.
2. This Tariff shall be interpreted and enforced in accordance with the Federal Power Act and the rules and regulations of the Commission thereunder.

18. RESOLUTION OF DISPUTES

1. Any dispute between the Seller and Buyer involving service under this Tariff (excluding applications for rate changes or other changes to this Tariff, or to any Service Agreement entered into under this Tariff, which shall be presented directly to FERC) shall be referred to a senior representative or Seller designation by Seller and a senior representative of the affected Buyer designated by the affected Buyer for resolution on an informal basis as promptly as practicable. In the event the designated senior representatives are unable to resolve the dispute within thirty (30) days, or such other period as the parties may jointly agree upon, such dispute may be submitted to arbitration and resolved in accordance with the arbitration procedure set forth herein if Seller and the Buyer jointly agree. If they do not agree, such dispute shall be presented promptly to FERC, but in no event more than sixty (60) days after rejecting arbitration.
2. The arbitration shall be conducted before a single neutral arbitrator appointed by the parties. If the parties fail to agree upon a single arbitrator within ten (10) days of the referral of the dispute to arbitration, Seller and the Buyer shall each choose one arbitrator, who shall sit on a three-member arbitration panel. The two arbitrators so chosen shall within twenty (20) days select a third arbitrator to act as chairman of the arbitration panel. In either case, the arbitrators shall be knowledgeable in electric utility matters, including electricity transmission and bulk power issues, and shall not have any current or past substantial business or financial relationships with any party to the arbitration. The arbitrator(s) shall afford each of the parties an opportunity to be heard and, except as otherwise provided herein, shall generally conduct the arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. There shall be no formal discovery conducted in connection with the arbitration, however, the parties shall exchange witness lists and copies of any exhibits that they intend to utilize in their direct presentations at any hearing before the arbitrator(s) at least ten (10) days prior to such hearing, along with any other information or documents specifically requested by the arbitrator(s) prior to the hearing. Unless otherwise agreed, the arbitrator(s) shall render a decision within ninety (90) days of his, her, or their appointment and shall notify the parties in writing of such decision and the reasons therefore, and shall make an award apportioning the payment of the costs and expenses of arbitration among the parties, provided, however, that each party shall bear the costs and expenses of its own attorneys, expert witnesses and consultants. The arbitrator(s) shall be authorized only to interpret and apply the provisions of this Tariff and any Service Agreement entered into under this Tariff and shall have no power to modify or change any of the above in any manner. The decision of the arbitrator(s) 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(s) may be appealed solely on the grounds that the conduct of the arbitrator(s), or the decision itself, violated the standards set forth in the Federal Arbitration Act and/or the Administrative Dispute Resolution Act.

19. AUTHORITY OF NUSCO

The initial NU Companies and PSNH have appointed and authorized NUSCO to represent and to act for them as agent in all matters relating to this Tariff.

20. AFTER TERMINATION OR CANCELLATION

The applicable provisions of this Tariff and any Service Agreement entered into under this Tariff shall continue in effect after termination or cancellation thereof to the extent necessary to provide for final billing, billing adjustments and payments.

21. LIMITATIONS ON LIABILITY AND INDEMNIFICATION

1. Each party will endeavor to furnish reliable electric service under this Tariff, but it does not guarantee that service will not be curtailed or interrupted for reasons beyond its control and such party, its trustees, affiliated companies, directors, officers, employees, managers, board members, and agents shall not be liable for any claim arising from or claimed to have arisen from any interruption or reduction of service under this Tariff due to: (a) Force Majeure, (b) any cause that such party could not reasonably have foreseen and made provision against using good utility practice, (c) any operating decisions, which, in such party’s or NEPEX’s reasonable judgment, are necessary to protect generation or transmission facilities, or (d) necessary or routine maintenance, repairs, replacements, or installations of equipment, or the investigation and inspection of such equipment.
2. Except for claims arising from disruptions in service which are provided for in the above paragraph, each party (the indemnifying party) agrees to indemnify and hold the other party and its affiliated companies, trustees, directors, officers, employees, managers, board members, and agents harmless from and against any and all claims, damages, costs (including attorneys’ fees), fines, penalties, liabilities, actions or proceedings in tort, contract, or otherwise, resulting from claims of third parties arising or claimed to have arisen, from the acts or omissions of such indemnifying party, in connection with Transactions under this Tariff.
3. The parties hereby waive and release each other, as well as each party’s affiliated companies, trustees, directors, board members, officers, managers, employees and agents, from any liability, claim or action arising from damage to property of the parties due to the performance of the parties hereunder, except where such damage is the result of gross negligence or willful misconduct.

22. FORCE MAJEURE

1. As used in this Tariff, "Force Majeure" means any cause beyond the reasonable control of, and without the fault or negligence of, the party claiming Force Majeure. It shall include, without limitation, sabotage, strikes or other labor difficulties, soil conditions, riots or civil disturbance, acts of God, act of public enemy, drought, earthquake, flood, explosion, fire, lightning, landslide, or similarly cataclysmic occurrence, or appropriation or diversion of electricity by sale or order of any governmental authority having jurisdiction thereof. Economic hardship of either party shall not constitute a Force Majeure under this Tariff.
2. If either party to a Service Agreement entered into under this Tariff is rendered wholly or partly unable to perform its obligations thereunder because of Force Majeure as defined above, that party shall be excused from whatever performance is affected by the Force Majeure to the extent so affected, provided that:

1. The nonperforming party promptly, but in no case longer than five working days after the occurrence of the Force Majeure, gives the other party written notice describing the particulars of the occurrence.
2. The suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure.
3. The nonperforming party uses Due Diligence to remedy its inability to perform.

23. ASSIGNMENTS

1. A Service Agreement entered into pursuant to this Tariff, shall be binding upon and shall inure to the benefit of, and may be performed by, the successor and assigns of the parties; provided, however, that no assignment, pledge, or other transfer of the Service Agreement by either party shall operate to release the assignor, pledgor, or transferor from any of its obligations under the Service Agreement unless: (1) the other party to the Service Agreement consents, in writing, to such assignment, pledge, or other transfer and expressly releases the assignor, pledgor, or transferor from any of its obligations hereunder; (2) the assignment, pledge, or other transfer is to another corporation in the same holding company system as the assignor, pledgor, or transferor upon the express assumption by the assignee, pledgee, or transferee of the obligations of the assignor, pledgor, or transferor; provided that such assignee, pledgee, or transferee is as financially viable as the assignor, pledgor, or transferor; or (3) such transfer is incident to a merger or consolidation with, or transfer of all, or substantially all, of the assets of the transferor to another person, business entity, or political subdivision or public corporation created under the laws of the transferor which shall as part of such succession, assume all of the obligations of the assignor, pledgor, or transferor under the Service Agreement.
2. Notwithstanding the preceding subsection or any other provision contained in this Tariff, neither party shall have the right to assign, pledge or otherwise transfer its rights under the Service Agreement to any other entity without the permission of the other party, which permission shall not be unreasonably withheld.
3. In the event that any party assigns, pledges, or otherwise transfers its interest under the Service Agreement pursuant to this Section W, the other party shall be held harmless from any administrative costs incident to preparation or filing of such assignment, pledge or, or transfer.

24. MISCELLANEOUS

1. Each party to a Service Agreement entered into under this Tariff shall prepare, execute and deliver to the other party any documents reasonably required to implement any provision of this Tariff or Service Agreement.
2. Any number of counterparts of a Service Agreement entered into under this Tariff may be executed and each shall have the same force and effect as the original.
3. Failure of any party to a Service Agreement entered into under this Tariff to enforce any provision thereof, or to require performance of the other party of any of the provisions thereof, shall not be construed as a waiver of such provisions or affect the validity of such agreement or any part thereof, or the right of either party to thereafter enforce each and every provision.
4. The headings of the sections and subsections set out in this Tariff are intended for convenience of reference only and shall not be deemed to be controlling.
5. Notices by Seller or the Buyer shall be in writing, mailed or delivered to the respective address set forth in the Service Agreement.

FORM OF SERVICE AGREEMENT

This Service Agreement, dated as of ___________, is entered into by and between the Northeast Utilities Service Company, acting as agent for The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water Power Company, Holyoke Power and Electric Company, and Public Service Company of New Hampshire, ("Seller"), and __________________ ("Buyer").

The Service Agreement shall begin on the date it is permitted to become effective by the Commission and shall terminate upon written notification by one party to the other party in accordance with the provisions of Seller’s Tariff No. 6 ("Tariff").

Seller and the Buyer agree to provide and take and pay, as applicable, for System Power Sales and System Power Exchanges in accordance with the provisions of the Tariff and this Service Agreement.

Special Provisions (if any):

Unless otherwise provided in the Tariff, any notice made to or by any party regarding this Service Agreement shall be made in writing and delivered either by telecommunication, in person, or by prepaid mail (return receipt requested) to the representatives of the other party as indicated below. Such representatives and addresses for notices or requests may be changed from time to time by notice by one party to the other.

SELLER:	Vice President, Wholesale Marketing Northeast Utilities Service Company 107 Selden Street Berlin, Connecticut 06037
BUYER:

The Tariff is incorporated herein and made a part hereof. This Service Agreement may be amended, from time to time, as provided in Section P of Schedule I of the Tariff.

CHARGE RATE METHODS

The Schedule I, Section E charge rates agreed to by the Seller and a willing Buyer shall not exceed a total charge rate based on one of the following two methods:

1. Units Most Likely to Participate Method

1. An energy charge rate which is equal to 100 percent of Seller’s incremental energy cost of supply ("SIC") plus up to 10 percent of SIC (where such 10 percent is limited to 1$/Mwh for Transactions of less than one year in duration, if the SIC is the cost of a power purchase being resold directly to a Buyer).
2. A capacity/energy reservation charge rate as follows:

3. If the term of the Transaction is greater than one month, the aggregate of the Schedule I, Section K. energy and capacity/energy reservation charges for the term of the Transaction shall be no less than Seller's System incremental energy cost of supply for energy delivered to the Buyer during the term of the Transaction and shall be no greater than Seller's System incremental energy costs of supply plus the capacity/energy reservation charge ceiling.

2. Unit Revenue Constraint Method

1. An energy charge rate which is equal to 100 percent of SIC plus up to 10 percent SIC (where such 10 percent is limited to 1 $/Mwh for Transactions of less than one year in duration, if the SIC is the cost of a power purchase being resold directly to a Buyer).
2. A capacity/energy reservation charge rate as follows:

3. For any Transaction, the aggregate of the energy and capacity/energy reservation charge rate shall not exceed the weighted average of the total variable plus fixed cost of service for the Seabrook and Millstone No. 3 nuclear generating units. Notwithstanding all of the above, the aggregate of the Schedule I, Section K. energy and capacity/energy reservation charges for the term of the Transaction shall be no less than SIC for energy delivered to the Buyer during the term of the Transaction.
4. For any given hour, the total of all sales under this Tariff and sales under Seller's other wholesale agreements, both for which the capacity/energy reservation charge is determined based on the Seabrook and Millstone No. 3 nuclear generating units, shall be limited to 1232 megawatts (the NU System Companies’ total ownership share of the capability of the units).