**EXHIBIT 10.69**

 
| Ohio Valley  Electric Corporation      |   | Original Sheet No. 188 |
|----------------------------------------|--------|------------------------|
| Indiana-Kentucky  Electric Corporation |   |                   |
| 15f Revised  Rate Schedule FERC No. 4  |   |                   |

 

MODIFICATION NO. 12

TO

INTER-COMPANY POWER AGREEMENT

DATED JULY 10, 1953

AMONG

OHIO VALLEY ELECTRIC CORPORATION,

APPALACHIAN POWER COMPANY (formerly

APPALACHIAN ELECTRIC POWER COMPANY),

THE CINCINNATI GAS & ELECTRIC COMPANY,

COLUMBUS SOUTHERN POWER COMPANY (formerly

COLUMBUS AND SOUTHERN OHIO ELECTRIC COMPANY),

THE DAYTON POWER AND LIGHT COMPANY, INDIANA MICHIGAN

POWER COMPANY (formerly

INDIANA & MICHIGAN ELECTRIC COMPANY),

KENTUCKY UTILITIES COMPANY,

LOUISVILLE GAS AND ELECTRIC COMPANY

MONONGAHELA POWER COMPANY, OHIO

EDISON COMPANY,

OHIO POWER COMPANY (formerly THE OHIO

POWER COMPANY),

PENNSYLVANIA POWER COMPANY,

THE POTOMAC EDISON COMPANY,

SOUTHERN INDIANA GAS AND ELECTRIC COMPANY,

THE TOLEDO EDISON COMPANY, and WEST PENN POWER

COMPANY.

 

Dated as of November 1, 1999

 
| Issued  by: Dave Hart     |                                           | Effective: June 1, 2001 |
|---------------------------|------------------------------------------------|-------------------------|
|                      | Vice  President and Assistant to the President |                    |   |
|                      |                                           |                    |   |
| Issued  on: June 15, 2001 |                                           |                    |

 

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Original Sheet No. 189

 

MODIFICATION NO. 12

 

TO

 

INTER-COMPANY POWER AGREEMENT

 

THIS AGREEMENT dated as of the 1 st day of November, 1999, by and amongOHIO VALLEY ELECTRIC CORPORATION (herein called “OVEC” or “Corporation”),APPALACHIAN POWER COMPANY, THE CINCINNATI GAS & ELECTRIC COMPANY, COLUMBUSSOUTHERN POWER, COMPANY (formerly COLUMBUS, AND SOUTHERN OHIO ELECTRICCOMPANY), THE DAYTON POWER AND LIGHT COMPANY, INDIANA MICHIGAN POWER COMPANY(formerly INDIANA & MICHIGAN ELECTRIC COMPANY), KENTUCKY UTILITIES COMPANY,LOUISVILLE GAS AND ELECTRIC COMPANY, MONONGAHELA POWER COMPANY, OHIO EDISONCOMPANY, OHIO POWER COMPANY, PENNSYLVANIA POWER COMPANY, THE POTOMAC EDISONCOMPANY, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, THE TOLEDO EDISON COMPANY,and WEST PENN POWER COMPANY, all of the foregoing, other than OVEC, beingherein sometimes collectively referred to as the Sponsoring Companies andindividually as a Sponsoring Company.

 

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Original SheetNo. 190

 

W I T N E S SETH THAT

 

WHEREAS, Corporation and the United States of America have heretoforeentered into Contract No. AT-(40-1)-1530 (redesignated Contract No.E-(40-1)-1530, later redesignated Contract No. EY-76-C-05-1530 and laterredesignated Contract No. DE-AC05760RO1530), dated October 15, 1952, providingfor the supply by Corporation of electric utility services to the United StatesAtomic Energy Commission (hereinafter called “AEC”) at AEC’s project nearPortsmouth, Ohio (hereinafter called the “Project”), which Contract hasheretofore been modified by Modification No. 1, dated July 23, 1953,Modification No. 2, dated as of March 15, 1964, Modification No. 3, dated as ofMay 12, 1966, Modification No. 4, dated as of January 7, 1967, Modification No.5, dated as of August 15, 1967, Modification No. 6, dated as of November 15,1967, Modification No. 7, dated as of November 5, 1975, Modification No. 8,dated as of June 23, 1977, Modification No. 9, dated as of July 1, 1978,Modification No. 10, dated as of August 1, 1979, Modification No. 11, dated asof September 1, 1979, Modification No. 12, dated as of August 1, 1981,Modification No. 13, dated as of September 1, 1989, Modification No. 14, datedas of January 15, 1992, Modification No. 15, dated as of February 1, 1993, andModification No. 16, dated as of January 1, 1998 (said Contract, as somodified, is hereinafter called the “DOE Power Agreement”); and

 

WHEREAS, pursuant to the Energy Reorganization Act of 1974, the AEC wasabolished on January 19, 1975 and certain of its functions, including theprocurement of electric utility services for the Project, were transferred toand vested in the Administrator of Energy Research and Development; and

 

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Original Sheet No. 191

 

WHEREAS, pursuant to the Department of Energy Organization Act, onOctober 1, 1977, all of the functions vested by law in the Administrator ofEnergy Research and Development or the Energy Research and DevelopmentAdministration were transferred to, and vested in, the Secretary of Energy, thestatutory head of the Department of Energy (hereinafter called “DOE”); and

 

WHEREAS, the parties hereto have entered into a contract, herein calledthe “Inter-Company Power Agreement,” dated July 10, 1953, governing, amongother things, (a) the supply by the Sponsoring Companies of Supplemental Powerin order to enable Corporation to fulfill its obligations under the DOE PowerAgreement, and (b) the rights of the Sponsoring Companies to receive SurplusPower as may be available at the Project Generating Stations and theobligations of the Sponsoring Companies to pay therefor; and

 

WHEREAS, the Inter-Company Power Agreement has heretofore been amendedby Modification No. 1, dated as of June 3, 1966, Modification No. 2 dated as ofJanuary 7, 1967, Modification No. 3, dated as of November 15, 1967,Modification No. 4, dated as of November 5, 1975, Modification No. 5, dated asof September 1, 1979, Modification No. 6, dated as of August 1, 1981, ModificationNo. 7, dated as of January 15, 1992, Modification No. 8, dated as of January19, 1994, Modification No. 9, dated as of August 17, 1995, Modification No. 10,dated as of January 1, 1998, and Modification No. 11, dated as of April 1, 1999(said contract so amended and as modified and amended by this Modification No.12 being herein and therein sometimes called the “Agreement”); and

 

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Original Sheet No. 192

 

WHEREAS, it is the goal of OVEC to assist its Sponsoring Companiesduring the winter of 1999-2000 by making available to them additionalelectricity; and

 

WHEREAS, reductions of the electricity to be delivered to DOE wouldmake additional electricity available for the Sponsoring Companies; and

 

WHEREAS, the reduced purchases of electricity by DOE would reflect moreclosely the power needs of its Ohio uranium enrichment facility; and

 

WHEREAS, it is desired that DOE’s releases of portions of itsentitlement to OVEC energy result in credits to DOE’s electricity bills; and

 

WHEREAS, it is desired that the Sponsoring Companies which receiveadditional electricity as a result of DOE’s energy releases reimburse OVEC forthe credits to DOE’s power bills; and

 

WHEREAS, OVEC and the Sponsoring Companies desire to enter into thisModification No. 12 to the Inter-Company Power Agreement as more particularlyhereinafter provided;

 

NOW, THEREFORE, the parties hereto agree with each other as follows:

 

1.             Delete subsections1.0124, 1.0125 and 1.0126 of the Inter-Company Power Agreement and substitutetherefor the following:

 

1.0124 “DOE Energy Release Period” means anycalendar month from November 1, 1999 through May 31, 2000.

 

1.0125 “DOE Energy Release” means one or morereductions of the energy available to be scheduled by DOE pursuant to thisSection 1.0125, for any calendar month during the DOE Energy Release Period.

 

1.0126 “Effective Date” means the date on whichCorporation notifies DOE and the Sponsoring Companies that all conditions to

 

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Original Sheet No. 193

 

effectiveness, including all required waiting periods and all requiredregulatory acceptances or approvals, of the arrangements for DOE EnergyReleases and reimbursement of Corporation for costs associated with suchreleases, have been satisfied. Such date shall be not later than two businessdays after all conditions to effectiveness have been satisfied.

 

2.           Deletesubsection 6.01 of the Inter-Company Power Agreement and substitutetherefor the following:

 

Charges For Surplus Power, ECAR Emergency Energy and DOE EnergyReleases

 

6.01 *TotalMonthly Charge.*The amount to be paid Corporation each month by theSponsoring Companies for Surplus Power, Surplus Energy and DOE Released Energysupplied under this Agreement shall consist of the sum of a demand charge, ifapplicable, an energy charge, and, if applicable, an emergency power surchargeand/or a DOE Energy Release Surcharge, all determined as set forth in thisArticle 6; provided, however, that Section 6.024 notwithstanding, eachSponsoring Company shall be relieved of responsibility for Corporation’s fuelcost allocable for each month to energy for which such Sponsoring Company paysto Corporation a DOE Energy Release Surcharge. The amount to be paid to Corporationfor ECAR Emergency Energy supply under this Agreement shall be 98.74 mills perkilowatt hour (plus transmission charges calculated in accordance withapplicable law).

 

3.             Delete subsection6.038 and substitute therefor the following:

 

6.038 The aggregate charge otherwise payable by eachSponsoring Company for such Surplus Energy each month shall be adjusted toreflect a surcharge equal to its agreed share of the DOE Energy Release Creditsfor each month under the letter supplement to the DOE Power Agreement dated asof November 1, 1999.

 

4.             This ModificationNo. 12 shall become effective at 12:00 o’clock Midnight on the Effective Date.

 

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Original SheetNo. 194

 

5. The Inter-Company Power Agreement, as modified byModifications Nos. 1, 2, 3, 4, 5, 6, 7, 8, 9, 10 and 11 and as hereinbeforeprovided, is hereby in all respects confirmed.

 

6. This Modification No. 12 may be executed in any number of copies andby the different parties hereto on separate counterparts, each of which shallbe deemed an original but all of which together shall constitute a singleagreement.

 

IN WITNESS WHEREOF, the parties hereto have executedthis Modification No. 12 as of the day and year first written above.

 
|   | OHIO  VALLEY ELECTRIC CORPORATION          |
|--------|--------------------------------------------|
|   |                                       |
|   | By:                                        | Is/  David L. Hart |   |
|   |                                       |
|   |                                       |
|   | APPALACHIAN  POWER COMPANY                 |
|   |                                       |
|   | By:                                        | /s/  Henry Fayne |   |
|   |                                       |
|   |                                       |
|   | THE  CINCINNATI GAS & ELECTRIC COMPANY |
|   |                                       |
|   | By:                                        | /s/  John C. Procario |   |
|   |                                       |
|   |                                       |
|   | COLUMBUS  SOUTHERN POWER COMPANY           |
|   |                                       |
|   | By:                                        | /s/  Henry Fayne |   |
|   |                                       |
|   |                                       |
|   | THE  DAYTON POWER AND LIGHT COMPANY        |
|   |                                       |
|   | By:                                        | /s/  Patrick W. O’Loughlin |   |
|        |                                            |  |  |  |  |  |

 

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Original SheetNo. 195

 
|   | INDIANA  MICHIGAN POWER COMPANY By:  |
|--------|--------------------------------------|
|   |                                 |
|   | /s/  Henry Fayne                     |   |
|   |                                 |
|   |                                 |
|   | KENTUCKY  UTILITIES COMPANY          |
|   |                                 |
|   | By:                                  | /s/  Wayne T. Lucas |   |
|   |                                 |
|   |                                 |
|   | LOUISVILLE  GAS AND ELECTRIC COMPANY |
|   |                                 |
|   | By:                                  | s/  C. Hermann |   |
|   |                                 |
|   |                                 |
|   | MONONGAHELA  POWER COMPANY           |
|   |                                 |
|   | By:                                  | /s/  Peter J. Skrgic |   |
|   |                                 |
|   |                                 |
|   | OHIO  EDISON COMPANY                 |
|   |                                 |
|   | By:                                  | s/  H. P. Burg |   |
|        |                                      |  |  |  |  |

 

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Original SheetNo. 196

 
|   | OHIO  POWER COMPANY                        |
|--------|--------------------------------------------|
|   |                                       |
|   | By:                                        | /s/  Henry Fayne |   |
|   |                                       |
|   |                                       |
|   | PENNSYLVANIA  POWER COMPANY                |
|   |                                       |
|   | By:                                        |  s/ Arthur R. Garf eld | THE  POTOMAC EDISON COMPANY |
|   |                                       |
|   | By:                                        | s/  Peter J. Skrgic |   |
|   |                                       |
|   | SOUTHERN INDIANA GAS AND ELECTRIC  COMPANY |
|   |                                       |
|   | By:                                        | s/  J. G. Hurst |   |
|   |                                       |
|   | THE  TOLEDO EDISON COMPANY                 |
|   |                                       |
|   | By:                                        | s/  Guy L. Pipitone | WEST  PENN POWER COMPANY |
|   |                                       |
|   | By:                                        | s/  Peter J. Skrgic |   |
|        |                                            |  |  |  |  |  |

 

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