VIA HAND DELIVERY...Commission by letter order dated April 30, 1996 in Docket No. ER96-1145-000. 2...

David T. DootSecretary February 20, 2001

VIA HAND DELIVERY

The Honorable David P. BoergersSecretaryFederal Energy Regulatory Commission888 First Street, N.E.Washington, DC 20426

Re: New England Power Pool FERC Docket No. ER01- _______ -000Suspension and Potential Termination of NEPOOL Market Participation –Alternate Power Source, Inc.

Dear Secretary Boergers:

Pursuant to Section 205 of the Federal Power Act and Part 35 of the Commission’sRegulations, the New England Power Pool (“NEPOOL” or “Pool”) Participants Committeehereby files for acceptance an original and six (6) copies of Ninth Revised Sheet No. 278(“Revised Sheet”) to its FERC Electric Third Revised Rate Schedule No. 5. The Revised Sheet,which is Attachment 1 of this filing, is submitted in order (1) to reflect that Alternate PowerSource, Inc. (“APS”)1 has agreed to suspend in all respects its rights to participate in theNEPOOL Market2 and to schedule or purchase transmission service through the ISO until theearlier of a cure of its existing defaults, which it agreed to accomplish by March 5, 2001, or itstermination from the Pool (the “Suspension”) and (2) to terminate APS’s participation as amember in NEPOOL if the Commission does not receive notice by March 8, 2000 that APS has

1 APS has been a NEPOOL Participant since September 1, 1996, when its counterpart signature

page to the NEPOOL Agreement was accepted for filing by letter order dated September 5, 1996 inDocket No. ER96-2589-000. APS represented in its membership application that it did not own anygeneration or transmission facilities in the NEPOOL Control Area and that it would participate in theNEPOOL Control Area as a load aggregator (an entity that purchases at wholesale electric energy andcapacity for resale to retail customers and resells such energy and capacity to retail customers in NewEngland) and a power marketer (an entity that purchases as a principal or as a principal and a broker atwholesale electric energy and capacity for resale to wholesale customers and resells such energy andcapacity to wholesale customers in New England). NEPOOL notes that APS filed materials for engagingin power marketing activities under market-based rates and those materials were accepted by theCommission by letter order dated April 30, 1996 in Docket No. ER96-1145-000.

2 Capitalized terms used but not defined in this filing are intended to have the same meaninggiven to such terms in Section 1 of the Restated NEPOOL Agreement or in Section 1 of the RestatedNEPOOL Open Access Transmission Tariff (the “NEPOOL Tariff” or the “Tariff”).

The Honorable David P. BoergersFebruary 20, 2001

cured its continuing defaults under the NEPOOL arrangements. NEPOOL also submits anunexecuted Suspension Agreement reflecting the agreement between APS and NEPOOL withrespect to these arrangements. To the extent the Commission concludes that the SuspensionAgreement should be designated as an additional NEPOOL rate schedule, NEPOOL requeststhat the Agreement have an effective date of February 2, 2001, the date that agreement wasreached between APS and the NEPOOL Participants Committee.

I. REQUEST FOR EXPEDITED COMMISSION ACTION AND WAIVERS

As discussed more fully below, in light of the failure of APS to pay three settlementinvoices, the failure by APS to maintain its mandatory financial assurance(s) at the requiredlevels, and the potential for APS to incur further substantial liabilities to NEPOOL without theability to pay those liabilities, it is critical that the Commission act promptly on this filing. TheParticipants Committee requests that the Revised Sheet terminating APS as a Participant begiven an effective date of March 5, 2001 unless the Commission is notified in a subsequent filingthat APS has cured its continuing defaults.3 This effective date will permit NEPOOL to reduceadditional charges to APS4 and ensure that the ISO and the Participants are protected fromfurther defaults by APS that could cause significant financial harm to NEPOOL, to itsParticipants, to the ISO, and to the New England power markets. As noted above, to the extentthe Commission treats the Suspension Agreement as a rate schedule filing, NEPOOL requeststhat it be given a retroactive effective date of February 2, 2001, the date of the agreementbetween the parties. The Participants Committee requests that the Commission waive its noticerequirement and permit these requested effective dates.

In support of the requested waivers, the Participants Committee submits that thecontinued participation of APS in NEPOOL, even if APS has agreed to suspend its activities inthe NEPOOL Market, before the full and final cure by APS of its Payment and FinancialAssurance Defaults could have a material adverse impact on ISO and NEPOOL operations. Thepotential liability to NEPOOL Participants for APS defaults grows every day that APS remainsin the Pool. Accordingly, NEPOOL Participants and the ISO will be adversely affected if theCommission does not waive the notice requirements as they apply to this filing. The NEPOOL

3 If APS cures both its Payment and Financial Assurance Defaults by March 5, NEPOOL will

file to withdraw the request to terminate APS’s status as a Participant. NEPOOL commits to so informthe Commission of such cure and request to withdraw consideration of APS’ termination no later thanMarch 8, 2001.

4 NEPOOL Expenses are allocated among all Participants on the basis of their Voting Shares,without regard to the Participants levels of activity in the NEPOOL Market. In addition, liability for theRestructuring Expense and certain ISO charges under the ISO Tariff accrue based on historic activity inthe Pool, which will result in APS continuing to incur those charges, even if not in the NEPOOL Marketfor months after its Suspension.


Participants Committee requests that the Commission waive its requirement set forth in Section35.15 of its Regulations that the form indicated in Section 131.53 of its Regulations be used tonotify the Commission of the Suspension.

The materials filed herewith do not change the NEPOOL Agreement as previously filedwith the Commission other than to give effect to the APS Suspension. Therefore, no comparisonof the transactions and revenues or cost data are submitted. The Suspension of APS does notrequire the installation or modification by the Participants of any additional facilities.

II. BACKGROUND

Pursuant to Section 21.2(c) of the Restated NEPOOL Agreement, each Participant has theobligation to “pay when due in accordance with NEPOOL procedures all amounts invoiced to itby NEPOOL, or by the ISO on behalf of NEPOOL.” The NEPOOL Billing Policy, which isAttachment N to the NEPOOL Tariff (“Billing Policy”),5 defines the operating procedures thatNEPOOL and the ISO use to notify Participants of the amounts due from them or to them underthe Restated NEPOOL Agreement, the NEPOOL Tariff, the Interim ISO Agreement, and theISO’s Tariff for Transmission Dispatch and Power Administration Services (“ISO Tariff”, andtogether with the Restated NEPOOL Agreement, the NEPOOL Tariff and the ISO Agreement,the “Documents”) and the method by which such payments must be made. In general, the ISOprovides to each Participant on a monthly basis one Statement for the previous calendar month orthe portion thereof capable of being settled, and issues that Statement between the fifth BusinessDay and fifteenth day following the end of the calendar month to which the Statement relates.All charges due are generally to be paid to and received by the ISO not later than the firstBusiness Day after the nineteenth day of the calendar month in which the subject invoice wasissued.6 Disputed amounts must be paid in accordance with Section 3.1(d) of the Billing Policy.The amounts paid are then distributed to the ISO and to the Participants that are due monies inthe applicable month within two Business Days after the date that payments were due.Satisfaction of the initial payment obligation is critical because neither NEPOOL, as a voluntaryassociation, nor the ISO, as a non-profit corporation, have equity or other funds that can bedrawn on when a Participant fails to pay all or any part of any amount invoiced to it, and anypayment shortfalls are ultimately absorbed by the Participants pursuant to Section 3.3 of theBilling Policy.

In order to protect Participants against the risk of non-payment by other defaultingmembers, each Participant is obligated to comply at all times with the Financial AssurancePolicy for NEPOOL Members (“The Financial Assurance Policy”). The Financial Assurance

5 See NEPOOL Tariff at 432-456.

6 For exceptions to this rule, which are not applicable to APS, see id. at 440-441.


Policy is Attachment L to the Tariff7 and establishes the credit review procedures and types ofsecurity that are acceptable to NEPOOL. The Financial Assurance Policy also sets forth theconditions under which NEPOOL will conduct business so as to reduce the possibility of afailure of payment and provides for the termination of membership of defaulting Participants.

In the event that a Participant fails to pay the amount it owes when due (a “PaymentDefault”), the Billing Policy outlines the actions that may be taken by the ISO to recoveramounts due, including the use of financial assurance(s) (if any) provided by the Participantunder the Financial Assurance Policy, and how the ISO will make up for any resulting shortfallof funds.8 If a Participant’s financial assurance is drawn on, the Financial Assurance Policyrequires that the Participant immediately replenish its financial assurance(s) to the requiredamount.9 If the Payment Default or failure by the Participant to comply with the FinancialAssurance Policy continues for at least ten (10) days, NEPOOL or the ISO on behalf ofNEPOOL, must provide notice of the default to the members and alternates of the ParticipantsCommittee and NEPOOL may initiate a proceeding before the Commission to terminate suchParticipant’s status as a Participant.10 By delegation of authority, the Participants Committee11

has authorized the Membership Subcommittee to initiate such membership terminationproceedings with the Commission.12 NEPOOL may suspend service, in whole or in part, to theParticipant on or after 60 days after giving the Participants notice of its intention to do so or 50days after the initiation of such termination proceeding, unless the Participant cures the defaultwithin such 50-day period.13

7 See id. at 333-381.

8 Id. at 443A-449A.

9 Id. at 353-354.

10 Restated NEPOOL Agreement § 21.2(d).

11 The Participants Committee is the successor to the prior NEPOOL Executive Committee andNEPOOL Management Committee.

12 NEPOOL Tariff at 335 n.3; Minutes of the NEPOOL Executive Committee at 2036 (Nov. 7,1997)(on file with the undersigned).

13 Restated NEPOOL Agreement §§ 21.2(c) and 21.2(d).


III. APS DEFAULTS

APS has failed to pay when due in accordance with the Billing Policy amounts14 invoicedto it by the ISO on behalf of NEPOOL that were due on August 21, 2000, December 20, 2000and January 22, 2001,15 (“APS Payment Default”).16 Payment was not received from APS forthe December or January Invoice by the respective due dates, and neither payment has beenreceived as of the date of this transmittal letter.

APS is also in default of its obligations under the Financial Assurance Policy.17 The ISOhas attempted to draw on the performance bond provided by APS as its financial assurance tocover APS’s August, December and January Invoices, but the company issuing that bond hasrefused so far to pay the ISO’s claims on it. When and if these draws are successful, no amountof financial assurance from APS will remain, and the draws will not have been sufficient tocover the full amount of APS’s January Invoice. Hence, there are shortfalls in the amountsneeded to pay the ISO and the Participants that were due funds in the months of August,

14 Under Section 3 of the NEPOOL Information policy, Invoice and Settlement Data are included

as “Participant Specific Data”. Accordingly, the amount of APS’s December and January Invoices arenot available to Participants or NEPOOL Committees and may not be disclosed in this transmittal letter.NEPOOL expects that the ISO will submit comments on this filing that include confidential data relatingto APS’s defaults, submitted pursuant to the Commission’s rules permitting confidential filings.

15 APS’s February Invoice is due and payable not later than Tuesday, February 20, 2001,the date of this filing. As of the morning of February 20, payment for the February invoice hadnot been received from APS.

16 Included in APS’s August Invoice was a charge for over $700,000 for an Installed Capability(“ICAP”) deficiency for the month of April, 2000 which APS has disputed in a complaint filed with theCommission. See generally Amended Complaint Requesting Fast Track Processing by APS in DocketNo. EL00-109-000. Pending resolution of the dispute, however, APS was obligated to pay into anindependent escrow account the disputed $700,000 in accordance with Section 21.2(c) of the RestatedNEPOOL Agreement as in effect in August, 2000. In lieu of this payment, and in connection with aStandstill Agreement executed by the ISO and APS which required no further Payment Defaults by APS,APS increased the amount of its financial assurance to cover the disputed amount. In light of APS’sPayment Default on the November Invoice, the Standstill Agreement was terminated and the ISOattempted on December 28, 2000, January 22, 2001 and January 25, 2001, to draw on this security for theamount of the August, December and January defaults, respectively. As of the date of this transmittalletter, the ISO has not received any funds as a result of the attempted draws on APS’s financial assurance.

17 Because APS does not satisfy the rating requirement of the Financial Assurance Policy, APS isrequired to provide financial assurance equal to 3� months of APS’s NEPOOL Charges. Id. at 341-343A.


December, and January. Those shortfalls have been allocated in accordance with the BillingPolicy.18

As a result of the December APS Payment Default, the ISO, in accordance with Section3.2(i) of the Billing Policy and by letter dated January 2, 2001, advised APS that the amount dueto be paid had remained unpaid for more than ten days (Attachment 3). The ISO also separatelynotified each member and alternate of the Participants Committee by electronic mail of the APSPayment Default (Attachment 4).19 In light of all the facts and circumstances, the ISOrecommended to the Membership Subcommittee that termination proceedings be initiated againstAPS.20

The Membership Subcommittee considered the recommendation of the ISO at its January17 teleconference and unanimously agreed to initiate a proceeding before the Commission toterminate the status of APS as a NEPOOL Participant and to suspend service to APS, inaccordance with Sections 21.2(c) and 21.2(d) of the Restated NEPOOL Agreement, as a result ofthe APS Payment Default. Although the Membership Subcommittee can initiate proceedingsimmediately, given that the involuntary termination of APS would be the first involuntarytermination proceeding initiated under NEPOOL’s restructured governance provisions, theSubcommittee recommended that the NEPOOL Participants Committee ratify this action.21

At the February 2, 2001 Participants Committee meeting, APS asked that in lieu of actionto terminate APS immediately, the Participants Committee instead consider suspending APS’smembership for thirty (30) days. APS acknowledged that it had not paid its bills when due andthat efforts were underway to cure that problem. In addition, APS represented that it stoppedserving load in January and was therefore effectively out of the marketplace. In exchange foragreement from the Participants Committee to suspend rather than terminate APS’s membership

18 NEPOOL Tariff at 446-448.

19 The notice also included notification to the Participants Committee of Payment Defaults byCMS Marketing Services and Trading, the New York Power Authority and Providence Energy Services(together, the “Other November Payment Defaults”). The Other November Payment Defaults weresubsequently cured by the respective Participants.

20 Letter from Edward M. McKenna, Vice President & Chief Financial Officer of ISO NewEngland Inc., to Leonard Fowler, Chair of the NEPOOL Membership Subcommittee, dated January 11,2001 (Attachment 5).

21 While the Membership Subcommittee’s recommendation that its action to approve theinitiation of termination proceedings against APS was pending before the Participants Committee, APSdefaulted on payment of its January, 2001 Invoice. In accordance with the Billing Policy, the ISOprovided the requisite notices to APS and the Participants Committee regarding the January PaymentDefault.


during this period, APS agreed that it would suspend its ability to participate in, and remain outof, the NEPOOL Market either until it cured its defaults or the Commission acted on atermination request. APS also agreed that it would not appeal the action by the ParticipantsCommittee if it were to pass, and would remain bound by the arrangements even if theParticipants Committee approval of the arrangements were appealed.22 APS further agreed that,if it could not cure its defaults by the end of the 30-day period, NEPOOL’s requested terminationcould proceed and APS’s commitment to suspend NEPOOL Market participation wouldcontinue. APS confirmed that it would continue to participate in NEPOOL governanceactivities, and would continue to be subject to NEPOOL and ISO charges in connection with itscontinued membership in NEPOOL. After full consideration, the Participants Committeeunanimously23 approved those arrangements and authorized the completion and filing of anagreement reflecting those arrangements.

In the two weeks since APS and the Participants Committee agreed on the arrangementsdescribed above, NEPOOL has foregone filing any termination request and has worked withAPS to reflect those arrangements in a written agreement (the “Suspension Agreement”). As ofthe date of this filing, the Suspension Agreement remains unexecuted. Accordingly, anunexecuted Suspension Agreement reflecting the agreement of the parties as understood byNEPOOL and the ISO based on the February 2, 2001 meeting is included herewith asAttachment 6. It summarizes and documents the terms and conditions of the Suspension and, ifnecessary, the termination of APS.

As reflected in the Suspension Agreement, APS and NEPOOL have agreed that the APSSuspension will end with the full and final cure by APS of its defaults under the NEPOOLarrangements. If APS fails to cure the Payment Defaults by March 5, 2001, or if it defaults in theperformance of any of its other obligations under the Documents (as defined in the SuspensionAgreement), the NEPOOL System Rules or the Suspension Agreement at any time during theSuspension, APS’s termination should occur immediately. To permit that result, APS would betreated under the Suspension Agreement the same way as Participants who have requestedwaiver of the six months’ notice of termination of membership requirement set forth in Section21.2(a) of the Restated NEPOOL Agreement with a request for accelerated treatment of theirtermination in order to stop continuing NEPOOL and ISO charges.24 Accordingly, NEPOOL

22 Pursuant to Section 7.7 of the Restated NEPOOL Agreement, Participants had until February

16, 2001 to appeal the approval of the terms of the suspension agreement with and termination of APS.No such appeal was received by that deadline. An appeal would have stayed the ratification and approvalof the termination of APS.

23 Three Participants abstained from the vote: Indeck Maine Energy, LLC, PPL EnergyPlus,LLC, and Praxair, Inc.

24 See termination of NEPOOL memberships of Hess Energy Inc., Calpine Power ServicesCorp., and PPL Utilities, StratErgy, Inc., and Washington Electric Cooperative which were accepted for


requests that the Commission treat this filing as a request for termination as of March 5, 2001. IfAPS fully cures its defaults, NEPOOL will so advise the Commission and seek withdrawal ofthis termination request.

IV. ADDITIONAL SUPPORTING INFORMATION

In addition to this letter, this filing includes the following materials:

• 9th Revised Sheet No. 278 of the Restated NEPOOL Agreement reflecting theSuspension of APS (Attachment 1);

• Relevant sheet of the Restated NEPOOL Agreement marked to show theSuspension of APS (Attachment 2);

• A letter from the ISO to APS, dated January 2, 2001, advising APS that theamount of its November settlement Invoice had remained unpaid for more thanten days (Attachment 3);

• A notice dated January 2, 2001 to the members and alternates of the ParticipantsCommittee of the Payment Default of APS (Attachment 4);

• A letter from Edward M. McKenna, Vice President & Chief Financial Officer ofISO New England Inc., to the Chair of the NEPOOL Membership Subcommitteedated January 11, 2001 requesting NEPOOL initiate termination proceedings forAPS and Providence Energy Services, Inc., due to non-payment of amounts duein accordance with Sections 21.2(d) of the Restated NEPOOL Agreement(Attachment 5);

• An unexecuted Suspension Agreement entered into as of February 2, 2001 by andbetween APS and the NEPOOL Participants (Attachment 6);

• A list of the NEPOOL Participants Committee members and alternates to which acopy of this filing has been sent electronically in accordance with therequirements of Rule 2010 of the Commission’s Rules of Practice and Procedure,18 C.F.R. § 385.2010 (2000), and Section 21.13 of the NEPOOL Agreement(Attachment 7);

• A list of governors and utility regulatory agencies in Maine, New Hampshire,Vermont, Massachusetts, Rhode Island and Connecticut to which a copy of thisfiling has been sent (Attachment 8); and

filing by letter order in Docket Nos. ER01-853-000 (Feb. 1, 2001), ER01-787-000 (Feb. 7, 2001), ER01-554-000 (Jan. 3, 2001), ER01-554-000 (Jan. 3, 2001), and ER00-3392-000 (Aug. 24, 2000) respectively.


• A draft form of notice, suitable for publication in the Federal Register(Attachment 9), and a diskette containing this form of notice.

Correspondence and communications regarding this filing should be addressed asfollows:

Leonard D. Fowler, ChairNEPOOL MembershipSubcommitteec/o National Grid USA25 Research DriveWestborough, MA 01582Tel: 508-389-3130Fax: 508-389-3129e-mail: [email protected]

David T. Doot, Esq.Patrick M. Gerity, Esq.Counsel, NEPOOL Participants CommitteeDay, Berry & Howard LLPCityPlace IHartford, CT 06103-3499Tel: 860-275-0102Fax: 860-275-0343e-mail: [email protected]

[email protected]

Please acknowledge receipt of this filing by date stamping and returning the extra copy ofthis filing in the pre-addressed, postage prepaid envelope included with this package.

Respectfully submitted,

NEPOOL PARTICIPANTS COMMITTEE

By:______________________________David T. DootSecretary

cc: Alternate Power Source, Inc.Daniel Allegretti, Chair, NEPOOL Participants CommitteeEntities listed on Attachments 7 and 8

ATTACHMENT 1

New England Power Pool 9th Rev Sheet No. 278FERC Electric Third Revised Rate Schedule No. 5 Superseding 8th Rev 278Restated NEPOOL Agreement

Issued by: David T. Doot, Secretary Effective: February 2, 2001Issued on: February 20, 2001

NEPOOL ParticipantsParticipant Name Effective Date of Membership

if after 6/30/2000AES NewEnergy, Inc.AllEnergy Marketing Co., LLC*Alternate Power Source, Inc. *Termination Conditionally Effective 3/5/20011

Amerada Hess Corporation 1/1/2001American Electric Power Service CorporationAppalachian Power CompanyAquila Power CorporationAshburnham Municipal Light PlantAssociated Industries of MassachusettsBangor Hydro-Electric CompanyBelmont Municipal Light DepartmentBerkshire Power Development, Inc.Boston Edison CompanyBoylston Municipal Light DepartmentBP Energy Company 12/1/2000Braintree Electric Light DepartmentBurlington Electric DepartmentCalpine Energy Services, LP 11/1/2000Cambridge Electric Light CompanyCanal Electric CompanyCape Light Compact 7/1/2000Cargill-Alliant, LLCCentral Maine Power CompanyCentral Vermont Public ServiceChampion InternationalChicopee Municipal Lighting PlantCinCap IV, LLCCinCap V, LLCCincinnati Gas & Electric Company, Inc., TheCinergy Capital & Trading, Inc.Citizens Utilities CompanyCMS Marketing Services and Trading 9/1/2000Coastal Merchant Energy, LPColumbus Southern Power CompanyCommonwealth Electric CompanyConcord Electric Company

1 APS has agreed as of February 2, 2001 to suspend its ability to participate in, and to remain out of, the

NEPOOL Market ( the “Suspension”) until the earlier of a cure of its existing Payment and Financial AssuranceDefaults, or its termination from the Pool. NEPOOL has requested that the status of APS as a Participant beterminated with an effective date of March 5, 2001 if notice is not provided to the Commission by March 8, 2001that APS has cured its defaults.

ATTACHMENT 2

New England Power Pool 9th 8thRev Sheet No. 278FERC Electric Third Revised Rate Schedule No. 5 Superseding 8th 7thRev 278Restated NEPOOL Agreement

NEPOOL ParticipantsParticipant Name Effective Date of Membership

if after 6/30/2000 AES NewEnergy, Inc.AllEnergy Marketing Co., LLC*Alternate Power Source, Inc. *Termination Conditionally Effective 3/5/20011

Amerada Hess Corporation 1/1/2001American Electric Power Service CorporationAppalachian Power CompanyAquila Power CorporationAshburnham Municipal Light PlantAssociated Industries of MassachusettsBangor Hydro-Electric CompanyBelmont Municipal Light DepartmentBerkshire Power Development, Inc.Boston Edison CompanyBoylston Municipal Light DepartmentBP Energy Company 12/1/2000Braintree Electric Light DepartmentBurlington Electric DepartmentCalpine Energy Services, LP 11/1/2000Cambridge Electric Light CompanyCanal Electric CompanyCape Light Compact 7/1/2000Cargill-Alliant, LLCCentral Maine Power CompanyCentral Vermont Public ServiceChampion InternationalChicopee Municipal Lighting PlantCinCap IV, LLCCinCap V, LLCCincinnati Gas & Electric Company, Inc., TheCinergy Capital & Trading, Inc.Citizens Utilities CompanyCMS Marketing Services and Trading 9/1/2000Coastal Merchant Energy, LPColumbus Southern Power CompanyCommonwealth Electric CompanyConcord Electric Company

1 APS has agreed as of February 2, 2001 to suspend its ability to participate in, and to remain out of, the

NEPOOL Market ( the “Suspension”) until the earlier of a cure of its existing Payment and Financial AssuranceDefaults, or its termination from the Pool. NEPOOL has requested that the status of APS as a Participant beterminated with an effective date of March 5, 2001 if notice is not provided to the Commission by March 8, 2001that APS has cured its defaults.

ATTACHMENT 3

ATTACHMENT 4

One Sullivan Road Holyoke, MA 01040 (413) 535-4000

Date: January 2, 2001

Dear Participant Committee Member and Alternate and Participant Billing Contact:

Pursuant to the requirement under Section 21.2(d) of the Restated NEPOOL Agreement we are notifyingyou of the following Payment Default (s) or Financial Assurance Policy Defaults.

Customer Name Payment Financial Assurance Other Actions TakenDefault Policy Obligations and/or to be Taken

Providence EnergyServices, Inc.

√√√√ Notified by phone,Email and mail

Alternate PowerSource, Inc.


CMS MarketingService & Training


New York PowerAuthority


ATTACHMENT 5

ATTACHMENT 6

41196150.2 66227-10120

SUSPENSION AGREEMENT

This Suspension Agreement (this “Agreement”) is entered into as of February 2, 2001 byand between Alternate Power Source, Inc., a Massachusetts corporation (“APS”), on the onehand, and the entities that are the Participants in the New England Power Pool pursuant to theRestated New England Power Pool Agreement dated as of September 1, 1971, as amended andrestated (the “Restated NEPOOL Agreement”), acting herein by and through the NEPOOLParticipants Committee (collectively, the “NEPOOL Participants” or “NEPOOL”), on the other.(APS and NEPOOL are herein collectively referred to as the “Parties”).

RECITALS

WHEREAS, APS is a NEPOOL Participant, having executed a counterpart signaturepage to the NEPOOL Agreement which was accepted for filing, with an effective date ofSeptember 1, 1996, by letter order of the Federal Energy Regulatory Commission (the“Commission”) dated September 5, 1996 in Docket No. ER96-2589-000; and

WHEREAS, APS, as a NEPOOL Participant, is bound by the terms and conditions of theRestated NEPOOL Agreement, the Restated NEPOOL Open Access Transmission Tariff (the“NEPOOL Tariff”) (including without limitation the Financial Assurance Policy for NEPOOLMembers (the “Financial Assurance Policy”) and the NEPOOL Billing Policy (the “BillingPolicy”), which are Attachments L and N, respectively, to the NEPOOL Tariff), the InterimIndependent System Operator Agreement dated as of July 1, 1997 (the “ISO Agreement”)between NEPOOL and ISO New England Inc. (the “ISO”), and the ISO’s Tariff forTransmission Dispatch and Power Administration Services (the “ISO Tariff,” and together withthe Restated NEPOOL Agreement, the NEPOOL Tariff and the ISO Agreement, the“Documents”); and

WHEREAS, pursuant to the Financial Assurance Policy, APS has provided as financialassurance Performance Bond No. 929144193 issued by Continental Casualty Company on behalfof APS in favor of the NEPOOL Participants in the principal amount of $5,000,000 (the“Performance Bond”), for which the ISO has been required to initiate a law suit in order tocollect upon; and

WHEREAS, APS has failed to pay in accordance with the Billing Policy amountsinvoiced to it by the ISO on its own behalf and on behalf of the NEPOOL Participants that weredue on August 21, 2000, December 20, 2000 and January 22, 2001, respectively, and has failedto maintain adequate financial assurance as required by the Financial Assurance Policy (the“Defaults”), and such Defaults are continuing on the date hereof; and

WHEREAS, the Default with respect to the payment due on August 21, 2000 was thesubject of a Standstill Agreement dated September 20, 2000 between the ISO and APS, whichStandstill Agreement was terminated by the ISO following a default by APS; and

WHEREAS, in connection with that Standstill Agreement, APS granted the ISO, onbehalf of itself and the NEPOOL Participants, a second priority security interest on a contract

41196150.2 66227-10120February 20, 2001 12:26 PM -2-

between APS and Western Massachusetts Electric Company, which security interest is still ineffect; and

WHEREAS, the ISO, as a result of the Defaults, has recommended to the NEPOOLMembership Subcommittee that termination proceedings be initiated against APS before theCommission; and

WHEREAS, the NEPOOL Membership Subcommittee unanimously agreed to initiate aproceeding before the Commission to terminate the status of APS as a NEPOOL Participant andto suspend service to APS, in accordance with Sections 21.2(c) and 21.2(d) of the RestatedNEPOOL Agreement, and recommended that the NEPOOL Participants Committee ratify suchaction at its February 2, 2001 meeting; and

WHEREAS, at its February 2, 2001 meeting, the NEPOOL Participants Committee,while supporting the action of the NEPOOL Membership Subcommittee, acceded to a request ofAPS to suspend the termination of APS for 30 days in exchange for APS’s agreement to suspendvoluntarily and immediately all of its activities in the NEPOOL Market and to cure alloutstanding defaults under the Documents and the NEPOOL System Rules within 30 days, asdescribed more specifically herein; and

WHEREAS, APS agreed to such terms at the February 2, 2001 NEPOOL ParticipantsCommittee meeting; and

WHEREAS, APS has suspended its activities in the NEPOOL Market, effective January22, 2001, and has voluntarily terminated all of its registered load assets; and

WHEREAS, APS and NEPOOL intend that capitalized terms used and not otherwisedefined herein shall have the same meanings given to such terms in Section 1 of the RestatedNEPOOL Agreement, or in Section 1 of the NEPOOL Tariff, or in the Billing Policy or in theFinancial Assurance Policy.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree asfollows:

1. Notwithstanding the occurrence and continuation of the Defaults, NEPOOL shallsuspend its request for termination of the status of APS as a NEPOOL Participant as a result ofsuch defaults, subject to APS’s compliance with the terms and conditions set forth herein.

2. APS shall suspend immediately in all respects its participation in the NEPOOLMarket and will not schedule or purchase transmission service through the ISO (the“Suspension”) until the earlier of (i) the full and final cure by APS of the Defaults and any otherdefaults by APS arising under the Documents or the NEPOOL System Rules, including withoutlimitation any failure by APS to post an adequate financial assurance, or (ii) the effective date ofthe termination of the status of APS as a NEPOOL Participant. Notwithstanding the Suspension,

41196150.2 66227-10120February 20, 2001 12:26 PM -3-

APS shall continue to be entitled to participate in all NEPOOL governance matters, includingvoting on all Principal Committees, shall timely pay all NEPOOL and ISO charges in connectionwith its continued membership in NEPOOL, and shall post the financial assurance requiredunder the Financial Assurance Policy.

3. If APS fails to cure all Defaults by March 5, 2001, or if APS defaults in theperformance of any of its other obligations under the Documents, the NEPOOL System Rules orthis Agreement at any time during the Suspension, APS shall be deemed to have voluntarilyrequested (i) waiver of the six months’ notice of termination of membership requirement setforth in Section 21.2(a) of the Restated NEPOOL Agreement; (ii) termination of its NEPOOLmembership effective as of March 5, 2001; and (iii) continuation of the Suspension until theeffective date of the termination of the status of APS as a NEPOOL Participant. Withoutlimiting the generality of the foregoing, absent a Commission order to the contrary, APS’s statusas a NEPOOL Participant shall be deemed to be terminated 60 days after the filing of thisAgreement with the Commission

4. During the Suspension, APS shall pay as and when due all of its liabilities underthe Documents, including without limitation its portion of all expenses under Sections 19.2 and19.3 of the Restated NEPOOL Agreement, all payment default allocations under the BillingPolicy, and all ISO expenses under the ISO Tariff, as well as any market resettlements applicableto it.

5. APS waives any and all rights to appeal to the NEPOOL Review Board or tosubmit for resolution pursuant to Section 21.1 of the Restated NEPOOL Agreement, any actionor failure to take action by the Participants Committee at its February 2, 2001 meeting or at anyother time related to the subject matter hereof. APS acknowledges and agrees that any suchappeal or submission for resolution by any other NEPOOL Participant shall not affect APS’sobligations and liabilities or NEPOOL’s rights and remedies hereunder and under theDocuments.

6. If any provision of this Agreement is held by a court or regulatory authority ofcompetent jurisdiction to be invalid, void or unenforceable, the remainder of the terms,provisions and restrictions of this Agreement shall continue in full force and effect and shall inno way be affected, impaired or invalidated, except as otherwise explicitly provided herein.

7. If any provision of this Agreement is held by a court or regulatory authority ofcompetent jurisdiction to be invalid, void or unenforceable, or if the Agreement is modified orconditioned by a regulatory authority exercising jurisdiction over this Agreement, the Partiesshall endeavor in good faith to negotiate such amendment or amendments to this Agreement aswill restore the relative benefits and obligations of the Parties under this Agreement immediatelyprior to such holding, modification or condition.

8. Nothing in this Agreement is intended to prohibit NEPOOL or the ISO fromdrawing on any existing financial assurance provided by APS, including its Performance Bond,to satisfy the Payment Defaults and/or any other default occurring under the Documents.

41196150.2 66227-10120February 20, 2001 12:26 PM -4-

9. This Agreement shall not (i) toll the time period during which any failure by APSto pay when due in accordance with the Documents and the NEPOOL System Rules all amountsinvoiced to it by NEPOOL, or by the ISO on its behalf or on behalf of NEPOOL, to comply withthe Financial Assurance Policy and the Billing Policy, or to perform any other obligation underthe Documents or the NEPOOL System Rules would otherwise become a default, (ii) extinguishany default by APS that has arisen or that arises hereafter, or (iii) obligate NEPOOL to acceptany cure for the Payment Defaults other than payment in full of all amounts due with respectthereto.

10. APS acknowledges that, in light of its inability to pay for Market Products, anyactivity that would cause it to be a participant in the NEPOOL Market during the Suspension,including without limitation the assumption by it of any load serving obligation, would causeirreparable harm to NEPOOL, and APS consents to NEPOOL obtaining an order of a court orregulatory authority enjoining any such activity during the Suspension.

11. Except as specifically set forth herein, nothing contained herein or any course ofdealing related hereto shall operate as a waiver of any right or remedy of APS, NEPOOL or theISO or otherwise prejudice APS’s, NEPOOL’s or the ISO’s rights, powers or remedies. By wayof example and not limitation, this Agreement shall not affect in any way APS’s rights to contestbefore the Commission or a court of competent jurisdiction any amounts claimed by the ISO orNEPOOL to be owed by APS, including claims in those matters currently pending before at theCommission with respect to Installed Capability (Docket No. EL00-109-000), APS’s claim foradjustment and reimbursement for May 8, 2000 (Docket Nos. EL00-99-000 and EL00-100-000),or any other claim that has or may have accrued during APS’s membership in NEPOOL.

12. Except as expressly set forth herein, the Documents remain in full force and effectin accordance with their terms.

13. Any notice required hereunder shall be in writing and may be given by any of thefollowing means: overnight courier, hand delivery, certified mail (postage prepaid, return receiptrequested), facsimile, electronic mail or other reliable electronic means.

Notice shall be given to APS at: Alternate Power Source, Inc.400 Blue Hill Drive, Suite 188Westwood, MA 02090Attn: Stephen Tuleja, Presidente-mail: [email protected]

With a copy to:

Notice shall be given to NEPOOL at: Daniel W. Allegretti, ChairNEPOOL Participants Committeec/o ENRON Power Marketing, Inc.2 Capitol PlazaConcord, NH 03301e-mail: [email protected]

41196150.2 66227-10120February 20, 2001 12:26 PM -5-

With a copy to: David T. Doot, Esq.Day, Berry & Howard LLPCityPlace IHartford, CT 06103-3499e-mail: [email protected]

Any notice shall be deemed to have been given (i) upon delivery if given byovernight courier, hand delivery or certified mail or (ii) upon confirmation if given by facsimile,electronic mail or other reliable electronic means. Either Party may change its address forreceiving notices contemplated by this Agreement by delivering notice of its new address to theother. To the extent that the Parties are required to serve upon each other a copy of anydocument or correspondence filed with the Commission under the Federal Power Act or theCommission’s rules and regulations thereunder, such service may be accomplished by electronicdelivery to the Party’s electronic mail address.

14. This Agreement shall be governed by and construed in accordance with the lawsof the State of Connecticut, without regard to its conflict of laws rules.

15. This Agreement may be executed in counterparts, each of which shall be anoriginal, but all of which taken together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

41196150.2 66227-10120February 20, 2001 12:26 PM -6-

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of thedate first written above.

ALTERNATE POWER SOURCE, INC.

________________________________Stephen Tuleja, President

NEPOOL PARTICIPANTS

________________________________Daniel W. Allegretti, ChairNEPOOL Participants Committee

ATTACHMENT 7

NEPOOL Participants CommitteeMembers and Alternates

February 20, 2001

Steven FernandsElectricity TraderAES NewEnergy, Inc.535 Boylston Street, Top FloorBoston, MA 02116

Stephen M. TulejaManagerAlternate Power Source, Inc.400 Blue Hill DriveSuite 188Westwood, MA 02090

Robert Rossignol (Alt)ManagerAlternate Power Source, Inc.400 Blue Hill DriveSuite 188Westwood, MA 02090

Kelly LovvornDirector of OperationsAmerada Hess Corporation2800 Eisenhower AvenueAlexandria, VA 22314

Greg Olsen (Alt)Supervisor, 24-Hour OperationsAmerada Hess Corporation2800 Eisenhower AvenueAlexandria, VA 22314

James A. ShrewsburyEnergy TraderAmerican Electric Power ServiceCorporationOne Riverside Plaza14th FloorColumbus, OH 43215

Mike Evans (Alt)Energy TraderAmerican Electric Power ServiceCorporationOne Riverside Plaza14th FloorColumbus, OH 43215

Kevin J. FoxPortfolio Manager & Vice PresidentAquila Energy Marketing Corporation1100 Walnut, Suite 3300Kansas City, MO 64106

Peter W. Brown (Alt)AttorneyAquila Energy Marketing Corporationc/o Brown, Olson & Wilson, P.C.501 South StreetConcord, NH 03304

Stanley W. HerriottManagerAshburnham Municipal Light Plant78 Central StreetP.O. Box 823Ashburnham, MA 01430

Roger W. Bacon (Alt)Ashburnham Municipal Light Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Judith SilviaVice PresidentAssociated Industries of MassachusettsSuite 1300222 Berkeley StreetBoston, MA 02117

Robert Ruddock (Alt)Executive Vice PresidentAssociated Industries of MassachusettsSuite 1300222 Berkeley StreetBoston, MA 02117

Frederick S. SampVice President, Finance & LawBangor Hydro-Electric Company33 State StreetP.O. Box 932Bangor, ME 04402-0932


February 20, 2001

-2-

Jeffrey A. Jones (Alt)Manager, Power SupplyBangor Hydro-Electric Company33 State StreetP.O. Box 932Bangor, ME 04402-0932

Timothy L. McCarthyManagerBelmont Municipal Light Department450 Concord AvenueBelmont, MA 02478

Roger W. Bacon (Alt)Belmont Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Thomas E. AtkinsExecutive Vice PresidentBerkshire Power Developmentc/o Power Development Company, LLC440 Commercial StreetBoston, MA 02109

Ken Roberts Jr. (Alt)Berkshire Power Developmentc/o Power Development Company, LLC2 Rockwell StreetNiantic, CT 06357

Paul D. VaitkusBoston Edison Companyc/o NSTAR800 Boylston StreetBoston, MA 02199-8001

Robert P. Clarke (Alt.)Director, Energy Planning and SupplyBoston Edison Companyc/o NSTAR800 Boylston Street (P1704)Boston, MA 02199-8001

H. Bradford White, Jr.ManagerBoylston Municipal Light DepartmentPaul X. Tivnan RoadP.O. Box 753Boylston, MA 01505-0753

Roger W. Bacon (Alt)Boylston Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Robert ScavoneBP Energy Company501 WestLake Park BoulevardHouston, TX 77079

Yehudah Rose (Alt)BP Energy Company501 WestLake Park BoulevardHouston, TX 77079

Laurie J. HeffronElectric Operations ManagerBraintree Electric Light Department150 Potter RoadBraintree, MA 02184-3598

John P. Coyle (Alt)Braintree Electric Light Departmentc/o Duncan & Allen1575 Eye Street, NWWashington, DC 20005-1175

Stacy DimouCalpine Energy Services CompanyPilot House; 2nd FloorLewis WharfBoston, MA 02110

Steffen Mueller (Alt)Calpine Energy Services CompanyPilot House; 2nd FloorLewis WharfBoston, MA 02110


February 20, 2001

-3-

Margaret DowneyAsst. County AdministratorCape Light Compact, The3195 Main StreetP.O. Box 427Barnstable, MA 02630

Robert Bigelow (Alt)Cape Light Compact, TheP.O. Box 165Woods Hole, MA 02543

John TrimbleBusiness Development ManagerCargill-Alliant, LLC12700 Whitewater DriveMinnetonka, MN 55343-9439

Gaston Garrido (Alt)Trading ManagerCargill-Alliant, LLC12700 Whitewater DriveMinnetonka, MN 55343-9439

Steve S. GarwoodManaging Director, Trans. OperationsCentral Maine Power Company83 Edison DriveAugusta, ME 04336

Eric N. Stinneford (Alt)Manager, Power Contracts AdministrationCentral Maine Power Company41 Anthony AvenueAugusta, ME 04330

Donald J. SipeChampion Internationalc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Benjamin Bilus (Alt)Champion Internationalc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Jeffrey R. CadyPower Resource ManagerChicopee Municipal Lighting Plant725 Front StreetP.O. Box 405Chicopee, MA 01021-0405

Brian ForshawChicopee Municipal Lighting Plantc/o Connecticut Municipal Electric EnergyCooperative30 Stott AvenueNorwich, CT 06360-1535

John AmbroseSenior DirectorCinCap V, LLC10 Crossroads DriveSuite 200Owings Mills, MD 21117

Michael G. Newman (Alt)Operations ManagerCinCap V, LLC1100 Louisiana, Suite 4950Houston, TX 77002-5222

Terry WoolleyControllerCMS Marketing Services and Trading1021 Main StreetSuite 2800Houston, TX 77002-6606

Steven D. Guy (Alt)Director of OriginationCMS Marketing Services and Trading1021 Main StreetSuite 2800Houston, TX 77002-6606


February 20, 2001

-4-

Daniel J. SackSuperintendentConcord Municipal Light Plant1175 Elm StreetP.O. Box 1029Concord, MA 01742-1029

Roger W. Bacon (Alt)Concord Municipal Light Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Marj GarbiniTransmission EngineerConectiv Energy Supply, Inc.P.O. Box 6066Newark, DE 19714-6066

Bill Fehr (Alt)Power Trading ManagerConectiv Energy Supply, Inc.P.O. Box 6066Newark, DE 19714-6066

Lawrence G. Union, Jr.CEO & General ManagerConnecticut Energy Cooperative, Inc.151 New Park Ave.Hartford, CT 06106

Paul B. Popinchalk (Alt)Director Energy ServicesConnecticut Energy Cooperative, Inc.151 New Park Ave.Hartford, CT 06106

Brian E. ForshawDirectorConnecticut Municipal Electric EnergyCooperative30 Stott AvenueNorwich, CT 06360-1535

Maurice R. Scully (Alt)Executive DirectorConnecticut Municipal Electric EnergyCooperative30 Stott AvenueNorwich, CT 06360-1535

Ken BekmanDirector, Wholesale PowerConsolidated Edison Energy, Inc.701 Westchester AvenueSuite 320EWhite Plains, NY 10604

Michael Forte (Alt)General ManagerConsolidated Edison Energy, Inc.4 Irving Place, Room 1349SNew York, NY 10003

Harvey J. ReedManaging DirectorConstellation Power Source, Inc.111 Market PlaceSuite 500Baltimore, MD 21202

Douglas A. Keegan (Alt)Strategic PlanningConstellation Power Source, Inc.111 Market PlaceSuite 500Baltimore, MD 21202

Robert ReilleyVice President-Regulatory AffairsCoral Power, LLC909 Fannin StreetSuite 700Houston, TX 77010

Janice Rawls (Alt)DirectorCoral Power, LLC909 Fannin StreetSuite 700Houston, TX 77010


February 20, 2001

-5-

Coleen O'Brien-PittsElectric Utility DirectorDanvers Electric DivisionOne Burroughs StreetDanvers, MA 01923-2702

Francis M. Gaffney (Alt)Power Supply EngineerDanvers Electric DivisionOne Burroughs StreetDanvers, MA 01923-2702

Ray WieszczykManager of OperationsDTE Energy Trading, Inc.101 N. Main StreetSuite 300Ann Arbor, MI 48104

Anthony Wisely (Alt)Retail TraderDTE Energy Trading, Inc.101 N. Main StreetSuite 300Ann Arbor, MI 48104

David A. GillespieRegional ManagerDuke Energy North America LLC10 Atlantic StreetBridgeport, CT 06506

Larry F. Eisenstat (Alt)AttorneyDuke Energy North America LLCc/o Dickstein, Shapiro, Morin & Oshinsky LLP2101 L Street, N.W.Washington, DC 20037-1526

Matthew J. MaleyDirector, Power MarketingDynegy Power Marketing, Inc.c/o Dynegy101 Merrimic Street, 2nd FloorBoston, MA 02114

Miles Allen (Alt)Sr. Vice PresidentDynegy Power Marketing, Inc.101 Merrimic Street, 2nd FloorBoston, MA 02114

William RobertsSVP Power ContractingEdison Mission Marketing & Trading, Inc.160 Federal StreetBoston, MA 02110-1776

Joseph Wadsworth (Alt)Pool Operations SpecialistEdison Mission Marketing & Trading, Inc.160 Federal StreetBoston, MA 02110-1776

Jay MichalsPrincipalEl Paso Merchant Energy, LP1001 Louisiana StreetHouston, TX 77002

Robert de R. Stein (Alt)Principal ConsultantEl Paso Merchant Energy, LPc/o Signal Hill Consulting Group128 Merchants RowSuite 703Rutland, VT 05701

Calvin P. DescheneDirectorEnergy Atlantic, LLC830 Main StreetSuite 20P.O. Box 1148Presque Isle, ME 04769-1148

Don Theriault (Alt)Forecast AnalystEnergy Atlantic, LLCP.O. Box 1148Presque Isle, ME 04769-1148


February 20, 2001

-6-

Dennis J. DuffyEnergy Management, Inc.One Energy RoadNorth Dartmouth, MA 02747

Chris Sherman (Alt)Energy Management, Inc.One Energy RoadNorth Dartmouth, MA 02747

Aaron LaponsaEngage Energy America Corp.3000 Town CenterSuite 2800Southfield, MI 48075

Terrence O’Reilly (Alt)Senior CounselEngage Energy America Corp.3000 Town CenterSuite 2800Southfield, MI 48075

Daniel W. AllegrettiDirectorENRON Power Marketing, Inc.2 Capitol PlazaConcord, NH 03301

Sarah Novosel (Alt)DirectorENRON Power Marketing, Inc.1775 Eye Street, NWSuite 800Washington, DC 20006

Brent DorseyEntergy Nuclear Generation CompanyP.O. Box 3200Jackson, MS 39286

William Stone (Alt)Entergy Nuclear Generation Company600 Rocky Hill RoadPlymouth, MA 03260

Donald J. SipeForster, Inc.c/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Benjamin Bilus (Alt)Forster, Inc.c/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Roberto R. DenisVice PresidentFPL Energy LLC9250 W. Flagler StreetSuite 5494Miami, FL 33174

Fernando DaSilva (Alt)Manager of Market AffairsFPL Energy LLC38 North Court StreetProvidence, RI 02903

Donald J. SipeGardiner Paperboardc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Benjamin Bilus (Alt)Gardiner Paperboardc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Wayne SnowManagerGeorgetown Municipal Light Department94 Searle StreetGeorgetown, MA 01833


February 20, 2001

-7-

Roger W. Bacon (Alt)Georgetown Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Anthony M. CallendrelloChief Operating OfficerGreat Bay Power Corporationc/o BayCorp Holdings Ltd.20 International DriveSuite 301Portsmouth, NH 03801-6809

William C. Rodgers (Alt)Power MarketerGreat Bay Power Corporation20 International DriveSuite 301Portsmouth, NH 03801-6809

Roger H. BeeltjeManagerGroton Electric Light Department23 Station AvenueGroton, MA 01450-4222

Roger W. Bacon (Alt)Groton Electric Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Christopher AndersonActing PresidentH.Q. Energy Services (U.S.) Inc.c/o Hydro Quebec Groupe ServicesEnergetiques, Square Dominion1010 Ste-Catherine Street W.8th FloorMontreal, Quebec H3C 4S7CANADA

Michel Tremblay (Alt)Team Coordinator, External Regulatory AffairsH.Q. Energy Services (U.S.) Inc.c/o Hydro Quebec Groupe ServicesEnergetiques, Square Dominion1010 Ste-Catherine Street W.8th FloorMontreal, Quebec H3C 4S7CANADA

Joseph R. Spadea Jr.ManagerHingham Municipal Lighting Plant222 Central StreetHingham, MA 02043-2518

Roger W. Bacon (Alt)Hingham Municipal Lighting Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Edla A. BloomDirectorHolden Municipal Light Department94 Reservoir StreetHolden, MA 01520

Roger W. Bacon (Alt)Holden Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

James M. LavelleManagerHolyoke Gas & Electric Department99 Suffolk StreetHolyoke, MA 01040

Brian C. Beauregard (Alt)SuperintendentHolyoke Gas & Electric Department99 Suffold StreetHolyoke, MA 01040


February 20, 2001

-8-

Anthony J. MonteiroGeneral ManagerHudson Light & Power Department49 Forest AvenueHudson, MA 01749

Roger W. Bacon (Alt)Hudson Light & Power Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

John A. MacLeodManagerHull Municipal Lighting Plant15 Edgewater RoadHull, MA 02045-2714

Roger W. Bacon (Alt)Hull Municipal Lighting Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

William P. Short, IIIIndeck Maine Energy, LLCc/o Ridgewood Power Management, LLC947 Linwood AvenueRidgewood, NJ 07450

Michael D. Ferguson (Alt)Indeck Maine Energy, LLCc/o Indeck Energy Services, Inc.600 North Buffalo Grove RoadSuite 300Buffalo Grove, IL 60089

Maurice T. KlefekerAsset ManagerIndeck Pepperell Power Associates, Inc.1075 Noel AvenueWheeling, IL 60090

Mark V. Magyar (Alt)ConsultantIndeck Pepperell Power Associates, Inc.c/o Financial Management Co.325A Southbridge StreetAuburn, MA 01501

Donald J. SipeIndustrial Energy Consumer Groupc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Benjamin Bilus (Alt)Industrial Energy Consumer Groupc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Raymond R. ShockeyManagerIpswich Municipal Light DepartmentP.O. Box 151272 High StreetIpswich, MA 01938-0151

Roger W. Bacon (Alt)Ipswich Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

George MetzgarDirectorIRATE, Inc.P.O. Box 700East Dennis, MA 02641

Curt Collyer (Alt)DirectorIRATE, Inc.P.O. Box 772East Orleans, MA 02643


February 20, 2001

-9-

William BerryISO New England Inc.One Sullivan RoadHolyoke, MA 01040-2841

David LaPlante (Alt)ISO New England Inc.One Sullivan RoadHolyoke, MA 01040-2841

Robert J. GrayPresidentJ.F. Gray & Associates LLC35 Woodman RoadSouth Hampton, NH 03827

John F. Gray (Alt)J.F. Gray & Associates LLC35 Woodman RoadSouth Hampton, NH 03827

Scott EdwardsAssistant General ManagerLittleton Electric Light & Water Department39 Ayer RoadP.O. Box 2406Littleton, MA 01460-3406

Roger W. Bacon (Alt)Littleton Electric Light & Water Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Robert O. Lenna (Alt.)Executive DirectorMaine Health & Higher EducationalFacilities Authority3 University DriveP.O. Box 2268Augusta, ME 04338-2268

Stephen M. GauthierProgram ManagerMaine Health & Higher EducationalFacilities Authority3 University DriveP.O. Box 2268Augusta, ME 04338-2268

Donald J. SipeMaine Skiing, Inc.c/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Benjamin Bilus (Alt)Maine Skiing, Inc.c/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

John J. BeliveauDirectorMansfield Electric Light Department125 High Street, Suite 4Mansfield, MA 02048-2404

Roger W. Bacon (Alt)Mansfield Electric Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Robert V. Jolly Jr.ManagerMarblehead Municipal Light Department80 Commercial StreetP.O. Box 369Marblehead, MA 01945-0369

Roger W. Bacon (Alt)Marblehead Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246


February 20, 2001

-10-

Neil ChayetMassachusetts Energy Buyers CoalitionML Strategies/MEBCc/o Jennifer WhiteOne Financial CenterBoston, MA 02111

Douglas Stevenson (Alt)Massachusetts Energy Buyers CoalitionML Strategies/MEBCOne Financial CenterBoston, MA 02111

George E. LearyManagerMass. Municipal Wholesale Electric Co.99 Suffolk StreetHolyoke, MA 01040

Roger W. Bacon (Alt)Director, Power Services DivisionMass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Donald J. SipeMead Oxford Corporationc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Benjamin Bilus (Alt)Mead Oxford Corporationc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Chris BergaminiPower TraderMerchant Energy Group of the Americas,Inc.151 West StreetSuite 300Annapolis, MD 21401

Dan LoBuePower TraderMerchant Energy Group of the Americas,Inc.151 West StreetSuite 300Annapolis, MD 21401

Robert CiolekPresidentMHI Inc.99 Summer StreetBoston, MA 02110-1240

Douglas StevensonMHI Inc.Rte. 1, P.O. Box 398Wayne, ME 04284

James L. CollinsEnergy AnalystMiddleborough Gas & Electric2 Vine StreetMiddleborough, MA 02346

Mayhew D. Seavey (Alt)PrincipalMiddleborough Gas & Electricc/o PLM, Inc.35 Main StreetHopkinton, MA 01748

Mark T. KellyManagerMiddleton Municipal Light Department197 North Main StreetMiddleton, MA 01949-1068

Roger W. Bacon (Alt)Middleton Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246


February 20, 2001

-11-

Dorothy J. CapraDirector Regulatory AffairsMilford Power Limited Partnershipc/o American National Power65 Boston Post RoadSuite 300Marlborough, MA 01752

William Henson (Alt)Director, Power MarketingMilford Power Limited Partnershipc/o American National Power65 Boston Post RoadSuite 300Marlborough, MA 01752

Sean MurphyMirant New England, LLC1099 Hingham StreetRockland, MA 02370

Jeffrey R. Perry (Alt)Market Affairs ManagerMirant New England, LLC1099 Hingham StreetRockland, MA 02370

Catherine FlaxSenior TraderMorgan Stanley Capital Group Inc.1585 Broadway4th floorNew York, NY 10036

Karen Kochonies (Alt)Vice President, Gas & Electric OperationsMorgan Stanley Capital Group Inc.1585 Broadway4th FloorNew York, NY 10036

Peter G. FlynnPresidentNew England Power Company25 Research DriveWestborough, MA 01582

Masheed H. Rosenqvist (Alt)Vice PresidentNew England Power Company25 Research DriveWestborough, MA 01582

Fred C. AndersonGeneral ManagerNew Hampshire Electric Cooperative, Inc.579 Tenney Mountain HighwayPlymouth, NH 03264-3147

Stephen Kaminski (Alt)Director, Energy Access & ServicesNew Hampshire Electric Cooperative, Inc.579 Tenney Mountain HighwayPlymouth, NH 03264-3147

Louise MormanSr. Vice PresidentNew York Power AuthorityMarketing & Economic Development1633 BroadwayNew York, NY 10019

David Wang (Alt)Director Energy Resource ManagementNew York Power Authority1633 BroadwayNew York, NY 10019

Charles J. LabenskiRegional Marketing ManagerNiagara Mohawk Energy Marketing, Inc.507 Plum StreetSyracuse, NY 13204

David L. Wheeler (Alt)Corporate CounselNiagara Mohawk Energy Marketing, Inc.507 Plum StreetSyracuse, NY 13204


February 20, 2001

-12-

Jason M. EnoManager, Electric OperationsNorth American Energy Conservation, Inc.100 Clinton SquareSuite 400126 N. Salina StreetSyracuse, NY 13202-1012

Greg Sticka (Alt)North American Energy Conservation, Inc.100 Clinton SquareSuite 400126 N. Salina StreetSyracuse, NY 13202-1012

Mark V. MagyarNorth Attleborough Electricc/o Financial Management Group325A Southbridge StreetAuburn, MA 01501

Roger W. Bacon (Alt)North Attleborough Electricc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Frank P. SabatinoSenior Vice President - Power MarketingNortheast Utilities System Companiesc/o Select Energy, Inc.107 Selden StreetBerlin, CT 06037

James R. Shuckerow (Alt)Director-Wholesale Power ContractsNortheast Utilities System CompaniesP.O. Box 270Hartford, CT 06141-0270

Malcolm N. McDonaldSuperintendentNorwood Municipal Light Department206 Central StreetNorwood, MA 02062-3567

Joseph DeVitoRegulatory SpecialistNRG Power Marketing Inc.c/o NRG Energy10 Southpond CircleCheshire, CT 06410

Craig Gantner (Alt)Portfolio DirectorNRG Power Marketing Inc.1221 Nicollet MallSuite 700Minneapolis, MN 55403

Theodore G. GarillGeneral ManagerPascoag Fire District Electric Department55 South Main StreetP.O. Box 107Pascoag, RI 02859-0107

Roger W. Bacon (Alt)Pascoag Fire District Electric Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Diane DillmanManagerPaxton Municipal Light Department578 Pleasant StreetPaxton, MA 01612-1365

Roger W. Bacon (Alt)Paxton Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Ronald TabroffSupervisor, Electrical EngineerPeabody Municipal Light Plant201 Warren Street, Ext.Peabody, MA 01960-4208


February 20, 2001

-13-

Roger W. Bacon (Alt)Peabody Municipal Light Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Marjorie R. PhilipsPECO Energy Company2004 Renaissance BoulevardKing of Prussia, PA 19406-2746

John O’Brien (Alt)PECO Energy Companyc/o PECO Energy Company - Power Team2004 Renaissance BoulevardKing of Prussia, PA 19406-2746

Sarah BarpoulisSenior Vice PresidentPG&E Energy Trading - Power, LP7500 Old Georgetown Rd.Bethesda, MD 20816

Thomas W. Kaslow (Alt)Director-Market DevelopmentPG&E Energy Trading - Power, LPc/o PG&E Generating CompanyOne Bowdoin SquareBoston, MA 02114-2910

John F. BrodbeckEnergy ConsultantPPL EnergyPlus, LLC2 North Ninth StreetAllentown, PA 18101-1179

Garrith W. Kirkner (Alt)PPL EnergyPlus, LLC2 North Ninth StreetAllentown, PA 18101-1179

Robert A. Weishaar, Jr.CounselPraxair, Inc.1200 G. Street, N.W.Suite 800Washington, DC 20005

Christian D. Lenci (Alt)Energy ManagerPraxair, Inc.175 East Park DriveTonawanda, NY 14151-0044

Debra M. BatemanProvidence Energy Services, Inc.Mail Stop GENWT21East Office56 Exchange TerraceProvidence, RI 02903

James M. Stephens (Alt)Providence Energy Services, Inc.56 Exchange TerraceProvidence, RI 02903

Dennis W. SobieskiManager - Market DevelopmentPublic Service Electric and Gas Company80 Park Plaza - T21Newark, NJ 07102

George Henderson (Alt)Energy Trading ManagerPublic Service Electric and Gas Company80 Park Plaza - T21Newark, NJ 07102

Ralph DeGeeterManaging DirectorQuinnipiac Energy LLC800 Village Walk #324Guilford, CT 06437-2740

Scott DeGeeter (Alt)Project ManagerQuinnipiac Energy LLC800 Village Walk #324Guilford, CT 06437-2740

Leonard D. RuckerGeneral ManagerReading Municipal Light Department230 Ash StreetP.O. Box 150Reading, MA 01867-0250


February 20, 2001

-14-

Vincent F. Cameron Jr. (Alt)Assistant General Manager - Energy andOperationsReading Municipal Light Department230 Ash StreetReading, MA 01867-0250

Scott ClineDirector, Asset Management and RegulatoryAffairsReliant Energy Services, Inc.1111 Louisiana, 9th floorHouston, TX 77002

Guinette Haas (Alt)Eastern Region, Asset ManagementReliant Energy Services, Inc.1111 Louisiana, 9th floorHouston, TX 77002

G. Robert MerryManagerRowley Municipal Light Plant47 Summer StreetRowley, MA 01969

Roger W. Bacon (Alt)Rowley Municipal Light Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Dana VolpeVice PresidentSempra Energy Trading Group58 Commerce RoadStamford, CT 06902

Mark Magyar (Alt)Sempra Energy Trading Groupc/o Financial Management Group325A Southbridge StreetAuburn, MA 01501

Thomas R. JosieGeneral ManagerShrewsbury Electric Light Plant100 Maple AvenueShrewsbury, MA 01545-5398

Roger W. Bacon (Alt)Shrewsbury Electric Light Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Silkman, Richard76 Main StreetYarmouth, ME 04096

Donald J. Sipe (Alt)Silkman, Richardc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial CircleP.O. Box 1058Augusta, ME 04332-1058

Julie HashamPolicy Development SpecialistState of Maine, Office of the Governor38 State House StationAugusta, ME 04333-0038

Stephen G. Ward (Alt)Public AdvocateState of Maine, Office of the Governor112 State House StationAugusta, ME 04333

Kenneth S. StamblerAssistant Vice President, Energy SupplySmartEnergy.com, Inc.200 Unicorn ParkWoburn, MA 01801

Tony Lopez-Lopez (Alt)Chief Energy Operations OfficerSmartEnergy.com, Inc.200 Unicorn ParkWoburn, MA 01801


February 20, 2001

-15-

Wayne D. DoerpholzManagerSouth Hadley Electric Light Department85 Main StreetSouth Hadley, MA 01075-2706

Roger W. Bacon (Alt)South Hadley Electric Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

John Kilgo Jr.ManagerSterling Municipal Light Department50 Main StreetSterling, MA 01564-2129

Roger W. Bacon (Alt)Sterling Municipal Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Jeffrey W. KnoxStrategic Energy Ltd.Two Gateway Center9th FloorPittsburgh, PA 15222

Jacqueline J. Cochrane (Alt)Strategic Energy Ltd.177 Ginger LaneTorrington, CT 06790

R. Scott WhittemoreManager Energy Services and PlanningTaunton Municipal Lighting Plant55 Weir StreetP.O. Box 870Taunton, MA 02780-0870

Brian ForshawTaunton Municipal Lighting Plantc/o Connecticut Municipal Electric EnergyCooperative30 Stott AvenueNorwich, CT 06360-1535

Roger L. BuckExecutive DirectorTEC-RI7 Madeline DriveNewport, RI 02840-1714

Michael Hoffer (Alt)Vice Chairman Exec. BoardTEC-RI7 Madeline DriveNewport, RI 02840-1714

Gerald P. SkeltonManagerTempleton Municipal Light PlantSchool StreetBaldwinville, MA 01436

Roger W. Bacon (Alt)Templeton Municipal Light Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Jeffrey BergmanUtilities ManagerTexas InstrumentsMS 10-0434 Forest StreetAttleboro, MA 02703

Mark Sestak (Alt)Facilities EngineerTexas InstrumentsMS 10-0434 Forest StreetAttleboro, MA 02703


February 20, 2001

-16-

Max RemingtonThe Energy Consortium132 Buckley HighwayStafford, CT 06076

Roger Borghesani (Alt)ChairmanThe Energy Consortium24 Hastings RoadLexington, MA 02421-6807

Mark T. Ladrow (Alt.)Marketing ManagerTractebel Energy Marketing, Inc.15 New England Executive ParkSuite 205Burlington, MA 01803

William C. TaylorVice PresidentTransCanada Power Marketing Ltd.110 Turnpike RoadSuite 203Westborough, MA 01581

Michael E. Hachey (Alt)Director, Power MarketingTransCanada Power Marketing Ltd.110 Turnpike RoadSuite 203Westborough, MA 01581

John BeeckmanTXU Energy Trading Company1717 Main StreetSuite 2000Dallas, TX 75201

DiAnn Bogus (Alt)Operations ManagerTXU Energy Trading Company1717 Main StreetSuite 2000Dallas, TX 75201

Bruce BiewaldUnion of Concerned Scientistsc/o Synapse Energy Economics, Inc.22 Crescent StreetCambridge, MA 02138

Daniel Allen (Alt)Union of Concerned Scientistsc/o Synapse Energy Economics, Inc.22 Crescent StreetCambridge, MA 02138

Stephen F. GoldschmidtVice President of Information ResourcesThe United Illuminating Company157 Church Street-15th FloorP.O. Box 1564New Haven, CT 06506-0901

Robert T. Gagliardi (Alt)Director, Strategic PolicyThe United Illuminating Company157 Church Street - 1-15DP.O. Box 1564New Haven, CT 06506-0901

David K. FooteVice PresidentUnitil Service Corp.6 Liberty Lane WestHampton, NH 03842-1720

David B. Doskocil (Alt)Team LeaderUnitil Service Corp.6 Liberty Lane WestHampton, NH 03842-1720

David Baylessutility.com5650 Hollis RdEmoryville, CA 94608-2508

Thomas N. WiesVice President & General CounselVermont Electric Power Company, Inc.366 Pinnacle Ridge RoadRutland, VT 05701


February 20, 2001

-17-

Gerald Spring (Alt.)Vermont Electric Power Company, Inc.366 Pinnacle Ridge RoadRutland, VT 05701

William J. GallagherGeneral ManagerVermont Public Power Supply AuthorityP.O. Box 298Waterbury Center, VT 05677

Brian Evans-Mongeon (Alt)Manager of Power Supply & Marketing ServiceVermont Public Power Supply AuthorityP.O. Box 298Waterbury Center, VT 05677

Ron ArmstrongVirginia Electric and Power Company5000 Dominion Blvd. 3NGlen Allen, VA 23060

Robert LaRochelle (Alt)Virginia Electric and Power Company5000 Dominion Blvd. 3NGlen Allen, VA 23060

William J. WallaceManagerWakefield Municipal Gas and LightDepartment9 Albion StreetP.O. Box 190Wakefield, MA 01880-0390

Roger W. Bacon (Alt)Wakefield Municipal Gas and LightDepartmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

John ScirpoliManagerWest Boylston Municipal Lighting Plant4 Crescent StreetWest Boylston, MA 01583-1310

Roger W. Bacon (Alt)West Boylston Municipal Lighting Plantc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Daniel Golubek (Alt)ManagerWestfield Gas and Electric Light Department100 Elm StreetWestfield, MA 01085-2907

Roger W. Bacon (Alt)Westfield Gas and Electric Light Departmentc/o Mass. Municipal Wholesale Electric Co.Moody StreetP.O. Box 426Ludlow, MA 01056-0246

Michael S. GrimAsset Management-EastWilliams Energy Marketing & TradingCompanyOne Williams Center (WRC-2)P.O. Box 2848Tulsa, OK 74101-9567

Dennis Keener (Alt)Williams Energy Marketing & TradingCompanyOne Williams CenterMail Drop 35-7P.O. Box 3448Tulsa, OK 74101-9567

Donald J. SipeCounselWiscasset, Town ofc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial Circle, P.O. Box 1058Augusta, ME 04432-1058

Benjamin Bilus (Alt)Wiscasset, Town ofc/o Preti, Flaherty, Beliveau, Pachios & Haley45 Memorial Circle, P.O. Box 1058Augusta, ME 04432-1058


February 20, 2001

-18-

Daniel CheckiDirector of MarketingWisvest-Connecticut, LLC12 Progress DriveShelton, CT 06484

Michael Bekker (Alt)Wisvest-Connecticut, LLC12 Progress DriveShelton, CT 06484

Tim CharettePower Marketing ExecutiveWPS Energy Services Inc.1242 Lower Lyndon StreetCaribou, ME 04736

Ed Howard (Alt)Power Marketing ExecutiveWPS Energy Services Inc.1242 Lower Lyndon StreetCaribou, ME 04736

ATTACHMENT 8

New England Governorsand Utility Regulatoryand Related Agencies February 20, 2001

Connecticut

The Honorable John G. Rowland Connecticut Department of Public UtilityState Capitol Control210 Capitol Ave. 10 Franklin SquareHartford, CT 06106 New Britain, CT 06051-2605

Maine

The Honorable Angus S. King, Jr. Maine Public Utilities CommissionOne State House Station State House, Station 18Rm. 236 242 State StreetAugusta, ME 04333-0001 Augusta, ME 04333-0018

Massachusetts

The Honorable Paul Cellucci Massachusetts Department of TelecommunicationsOffice of the Governor and EnergyRm. 360 State House One South StationBoston, MA 02133 Boston, MA 02110

New Hampshire

The Honorable Jeanne Shaheen New Hampshire Public Utilities CommissionState House Rm. 208 8 Old Suncook Road - Building #1Concord, NH 03301 Concord, NH 03301

Rhode Island

The Honorable Lincoln Almond Rhode Island Public Utilities CommissionState House Rm. 143 100 Orange StreetProvidence, RI 02903 Providence, RI 02903

Vermont

The Honorable Howard Dean Vermont Public Service Board109 State Street 112 State Street, Drawer 20Montpelier, VT 05609 Montpelier, VT 05620-2701

41087473.12/19/01

New England Governorsand Utility Regulatoryand Related Agencies February 20, 2001

Donald W. Downes, PresidentNew England Conference of Public Utilities Commissioners, Inc.c/o Connecticut Department of Public Utility Control10 Franklin SquareNew Britain, CT 06051-2605

Amy Ignatius, Esq.Executive DirectorNew England Conference of Public Utilities Commissioners, Inc.470 Forest Avenue, Suite 209Portland, ME 04101

Harvey L. Reiter, Esq.Kathleen L. Mazure, Esq.Counsel for New England Conference of Public Utilities Commissioners, Inc.McCarthy, Sweeney & Harkaway P.C.1750 Pennsylvania Avenue, N.W.Washington, DC 20006

Power Planning CommitteeNew England Governors� Conference, Inc.76 Summer Street, 2nd FloorBoston, MA 02110

ATTACHMENT 9

UNITED STATES OF AMERICAFEDERAL ENERGY REGULATORY COMMISSION

New England Power Pool ) Docket No. ER01-______-000

NOTICE OF FILING(February , 2001)

Take notice that on February 20, 2001, the New England Power Pool(NEPOOL) Participants Committee filed for acceptance materials to terminate theNEPOOL membership of Alternate Power Source, Inc. (APS) as of March 5,2001 unless APS cures its existing defaults. The NEPOOL ParticipantsCommittee states that APS has suspended its participation in the NEPOOLmarkets pending the earlier of a cure of its defaults or the effectiveness of itstermination from the Pool.

The Participants Committee states that copies of these materials were sentto the New England state governors and regulatory commissions and theParticipants in NEPOOL.

Any person desiring to be heard or to protest said filing should file amotion to intervene or protest with the Federal Energy Regulatory Commission,888 First Street, NE, Washington, DC 20426, in accordance with Rules 211 and214 of the Commission’s Rules of Practice and Procedure (18 CFR 385.211 and385.214). All such motions or protests must be filed in accordance with 35.8 ofthe Commission's regulations. Protests will be considered by the Commission indetermining the appropriate action to be taken, but will not serve to makeprotestants parties to the proceeding. Any person wishing to become a party mustfile a motion to intervene. Copies of this filing are on file with the Commissionand are available for public inspection. This filing may also be viewed on theInternet at http: //www.ferc.fed.us/online/rims.htm (call 202-208-2222 forassistance). Comments and protests may be filed electronically via the internet inlieu of paper. See, 18 CFR 385.2001(a)(1)(iii) and the instructions on theCommission's web site at http://www.ferc.fed.us/efi/doorbell.htm.

David P. BoergersSecretary

VIA HAND DELIVERY...Commission by letter order dated April 30, 1996 in Docket No. ER96-1145-000. 2...

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Transcript of VIA HAND DELIVERY...Commission by letter order dated April 30, 1996 in Docket No. ER96-1145-000. 2...