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

  	
   

  	
   

  



 

















 


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 among
OHIO VALLEY ELECTRIC CORPORATION (herein called “OVEC” or “Corporation”),
APPALACHIAN 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, PENNSYLVANIA POWER COMPANY, THE POTOMAC EDISON
COMPANY, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, THE TOLEDO EDISON COMPANY,
and WEST PENN POWER COMPANY, all of the foregoing, other than OVEC, being
herein sometimes collectively referred to as the Sponsoring Companies and
individually as a Sponsoring Company.


 

















 


Original Sheet
No. 190


 


W I T N E S SETH THAT


 


WHEREAS, Corporation and the United States of America have heretofore
entered into Contract No. AT-(40-1)-1530 (redesignated Contract No.
E-(40-1)-1530, later redesignated Contract No. EY-76-C-05-1530 and later
redesignated Contract No. DE-AC05760RO1530), dated October 15, 1952, providing
for the supply by Corporation of electric utility services to the United States
Atomic Energy Commission (hereinafter called “AEC”) at AEC’s project near
Portsmouth, Ohio (hereinafter called the “Project”), which Contract has
heretofore been modified by Modification No. 1, dated July 23, 1953,
Modification No. 2, dated as of March 15, 1964, Modification No. 3, dated as of
May 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 as
of September 1, 1979, Modification No. 12, dated as of August 1, 1981,
Modification No. 13, dated as of September 1, 1989, Modification No. 14, dated
as of January 15, 1992, Modification No. 15, dated as of February 1, 1993, and
Modification No. 16, dated as of January 1, 1998 (said Contract, as so
modified, is hereinafter called the “DOE Power Agreement”); and


 


WHEREAS, pursuant to the Energy Reorganization Act of 1974, the AEC was
abolished on January 19, 1975 and certain of its functions, including the
procurement of electric utility services for the Project, were transferred to
and 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, on
October 1, 1977, all of the functions vested by law in the Administrator of
Energy Research and Development or the Energy Research and Development
Administration were transferred to, and vested in, the Secretary of Energy, the
statutory head of the Department of Energy (hereinafter called “DOE”); and


 


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


 


WHEREAS, the Inter-Company Power Agreement has heretofore been amended
by Modification No. 1, dated as of June 3, 1966, Modification No. 2 dated as of
January 7, 1967, Modification No. 3, dated as of November 15, 1967,
Modification No. 4, dated as of November 5, 1975, Modification No. 5, dated as
of September 1, 1979, Modification No. 6, dated as of August 1, 1981, Modification
No. 7, dated as of January 15, 1992, Modification No. 8, dated as of January
19, 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


 


3

















 


Original Sheet No. 192


 


WHEREAS, it is the goal of OVEC to assist its Sponsoring Companies
during the winter of 1999-2000 by making available to them additional
electricity; and


 


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


 


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


 


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


 


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


 


WHEREAS, OVEC and the Sponsoring Companies desire to enter into this
Modification No. 12 to the Inter-Company Power Agreement as more particularly
hereinafter provided;


 


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


 


1.             Delete subsections
1.0124, 1.0125 and 1.0126 of the Inter-Company Power Agreement and substitute
therefor the following:


 


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


 


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


 


1.0126 “Effective Date” means the date on which
Corporation 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 required
regulatory acceptances or approvals, of the arrangements for DOE Energy
Releases and reimbursement of Corporation for costs associated with such
releases, have been satisfied. Such date shall be not later than two business
days after all conditions to effectiveness have been satisfied.


 


2.           Delete
subsection 6.01 of the Inter-Company Power Agreement and substitute
therefor the following:


 


Charges For Surplus Power, ECAR Emergency Energy and DOE Energy
Releases


 


6.01 Total
Monthly Charge. The amount to be paid Corporation each month by the
Sponsoring Companies for Surplus Power, Surplus Energy and DOE Released Energy
supplied under this Agreement shall consist of the sum of a demand charge, if
applicable, an energy charge, and, if applicable, an emergency power surcharge
and/or a DOE Energy Release Surcharge, all determined as set forth in this
Article 6; provided, however, that Section 6.024 notwithstanding, each
Sponsoring Company shall be relieved of responsibility for Corporation’s fuel
cost allocable for each month to energy for which such Sponsoring Company pays
to Corporation a DOE Energy Release Surcharge. The amount to be paid to Corporation
for ECAR Emergency Energy supply under this Agreement shall be 98.74 mills per
kilowatt hour (plus transmission charges calculated in accordance with
applicable law).


 


3.             Delete subsection
6.038 and substitute therefor the following:


 


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


 


4.             This Modification
No. 12 shall become effective at 12:00 o’clock Midnight on the Effective Date.


 


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Original Sheet
No. 194


 


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


 


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


 


IN WITNESS WHEREOF, the parties hereto have executed
this 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

  	
   

  
							



 


6

















 


Original Sheet
No. 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

  	
   

  
						



 


7

















 


Original Sheet
No. 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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