February 5, 1997 Mr. John F. Malley, Vice President New England Power Company 25 Research Drive Westborough, MA 01582 Dear Mr. Malley: This letter will serve as an assignment of the Tariff 5 Service Agreement, effective as of July 1, 1996 (the...Service Agreement • August 28th, 1997 • New England Electric System • Electric services
Exhibit B-2 U.S. $500,000,000 CREDIT AGREEMENT Dated as of December 15, 1997 AmongCredit Agreement • December 23rd, 1997 • New England Electric System • Electric services • New York
EXHIBIT INDEXAmendment to Agreement and Declaration of Trust • April 23rd, 1999 • New England Electric System • Electric services
PRESS RELEASEAgreement and Plan of Merger • March 22nd, 2000 • New England Electric System • Electric services
EXHIBIT C.5.b THIRTEENTH SUPPLEMENTAL LOAN AGREEMENT Between BUSINESS FINANCE AUTHORITY OF THE STATE OF NEW HAMPSHIRE and NEW ENGLAND POWER COMPANY Dated as of August 1, 1998 Supplementing the Loan Agreement between The Industrial Development...Loan Agreement • May 3rd, 1999 • New England Electric System • Electric services • New Hampshire
EXHIBIT B ________ FORM OF OPEN ACCOUNT ADVANCE SUBORDINATED PROMISSORY NOTE $_____________________ DATED:_________________ FOR VALUE RECEIVED, the undersigned NEES TRANSMISSION SERVICES, INC. (NEES Trans), a ____________ corporation hereby promises...Subordinated Promissory Note • March 14th, 1996 • New England Electric System • Electric services
29,850,000 Business Finance Authority of the State of New Hampshire Pollution Control Revenue Bonds (New England Power Company Project - 1990 Series B (Third Issue)) TABLE OF CONTENTS -----------------Loan Agreement • May 1st, 1997 • New England Electric System • Electric services • New Hampshire
TEXAS LIQUIDS, L.L.C. LIMITED LIABILITY COMPANY AGREEMENT Dated as of December 18, 1996Limited Liability Company Agreement • May 1st, 1998 • New England Electric System • Electric services • Massachusetts
EXHIBIT 99(a) [Execution Counterpart] AGREEMENT AND PLAN OF MERGER dated as of February 1, 1999Merger Agreement • February 2nd, 1999 • New England Electric System • Electric services • Massachusetts
Exhibit Index ------------- Exhibit Description Page ------- ----------- ---- 2 Asset Purchase Agreement Filed herewith by and among NEP and The Narragansett Electric Company and USGen New England, Inc. 27 Financial Data Schedule Filed herewithAsset Purchase Agreement • November 12th, 1997 • New England Electric System • Electric services
i) Purchase, Lease and Reimbursement Agreement dated December 30, 1964 (ii) Lease dated December 30, 1964 (iii) Amendment dated September 6, 1966 (iv) Amendment dated November 30, 1966 (v) Lease Modification Agreement dated January 1, 1967Lease Agreement • December 23rd, 1998 • New England Electric System • Electric services
SERVICE AGREEMENT BY AND BETWEEN NEW ENGLAND POWER SERVICE COMPANY AND Granite State Energy --------------------Service Agreement • August 28th, 1997 • New England Electric System • Electric services • New Hampshire
EXHIBIT INDEXAgreement and Declaration of Trust • January 27th, 1999 • New England Electric System • Electric services
EXHIBIT INDEXExhibit Index • February 12th, 1999 • New England Electric System • Electric services
ARTICLE I THE MERGER......................................................... 1Merger Agreement • August 6th, 1999 • New England Electric System • Electric services • Massachusetts
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON FRIDAY, DECEMBER 12, 1997, UNLESS THE OFFER IS EXTENDED (THE EXPIRATION DATE). November 6, 1997 To Brokers, Dealers, Commercial Banks, Trust Companies, and Other...Offer to Purchase • November 7th, 1997 • New England Electric System • Electric services
GLOSSARY OF DEFINED TERMS The following terms, when used in this Agreement, have the meanings ascribed to them in the corresponding Sections of this Agreement listed below: "1935 Act" -- Section 4.05(b) "1935 Act Order" -- Section 9.01(h) "Adjustment...Merger Agreement • December 16th, 1998 • New England Electric System • Electric services • New York
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARY COMPANIES ----------------------------------------------------- Federal and State Income Tax Allocation Agreement -------------------------------------------------- Pursuant to Rule 45(c), Public Utility...Federal and State Income Tax Allocation Agreement • May 3rd, 1999 • New England Electric System • Electric services
EXHIBIT C.1.d GRANITE STATE ELECTRIC COMPANY $5,000,000 7.30% Notes due June 15, 2028 NOTE AGREEMENT Dated as of June 15, 1998 TABLE OF CONTENTSNote Agreement • May 3rd, 1999 • New England Electric System • Electric services • New Hampshire
B-2 Credit Agreement Filed herewith F Past Tense Opinion of Counsel Filed herewithCredit Agreement • December 23rd, 1997 • New England Electric System • Electric services
ARTICLE I DEFINITIONSLimited Liability Company Agreement • May 1st, 1998 • New England Electric System • Electric services • Massachusetts
ASSET PURCHASE AGREEMENT BY AND AMONG NEW ENGLAND POWER COMPANY, THE NARRAGANSETT ELECTRIC COMPANYAsset Purchase Agreement • November 12th, 1997 • New England Electric System • Electric services • Massachusetts
January 30, 1999 Board of Directors New England Electric System 25 Research Drive Westborough, MA 01582 Members of the Board of Directors: New England Electric System (the "Acquiror"), Research Drive LLC, a limited liability company that is directly...Agreement and Plan of Merger • March 24th, 2000 • New England Electric System • Electric services
EXHIBIT NO. Description Page ----------- ----------------------------- --------------- B-1 LLC Agreement Filed under cover of Form SE G-1 Financial Data Schedule Filed herewith for NEES (Parent Company Only) G-2 Financial Data Schedule Filed herewith...LLC Agreement • October 31st, 1996 • New England Electric System • Electric services
EXHIBIT INDEX Exhibit No. Description Page ---------- -------------------------------------- -------------- 10(f) Service contract between Massachusetts Filed Herewith Electric Company and AllEnergy Marketing Company, L.L.C. dated January 1, 1997....Service Contract • November 21st, 1997 • New England Electric System • Electric services
EXHIBIT B.1 AEDR FUELS LLC OPERATING AGREEMENT Effective December __, 1997 AEDR FUELS LLC OPERATING AGREEMENT ARTICLE I - DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE II - FORMATION OF COMPANY. . . . . . . . . . . . . . . . . ....Operating Agreement • May 3rd, 1999 • New England Electric System • Electric services • Maine
July 11, 1996Energy Sale Agreement • August 28th, 1997 • New England Electric System • Electric services
Composite Conformed Copy ------------------------Power Contract • October 19th, 1999 • New England Electric System • Electric services
EXHIBIT J Transmission and Distribution Support Agreement This Agreement for the support of transmission and distribution services is entered into this ____ day of _________, 1996, by and between NEES Transmission Services, Inc. (NEES Trans), a...Transmission and Distribution Support Agreement • March 14th, 1996 • New England Electric System • Electric services • Massachusetts
SERVICE AGREEMENT BY AND BETWEEN NEW ENGLAND POWER SERVICE COMPANY AND AllEnergy Marketing Company, LLCService Agreement • August 28th, 1997 • New England Electric System • Electric services • Massachusetts
Exhibit B ========= Stock Pledge Agreement STOCK PLEDGE AGREEMENT (this "Agreement"), dated as of November 30, 1995, made by NEW ENGLAND ELECTRIC SYSTEM, a Massachusetts voluntary association (the "Pledgor"), to STATE STREET BANK AND TRUST COMPANY, as...Stock Pledge Agreement • December 18th, 1995 • New England Electric System • Electric services • New York
NEW ENGLAND ELECTRIC SYSTEM AGREEMENT AND DECLARATION OF TRUST Dated as of January 2, 1926 As Amended June 3, 1947 and As Amended through May 3, 1999 TABLE OF CONTENTS Page Certificate of Amendment of June 3, 1947iii Preamble and Resolution of June 3,...Agreement and Declaration of Trust • May 2nd, 2000 • National Grid Usa • Electric services
CONNECTICUT DEVELOPMENT AUTHORITY and NEW ENGLAND POWER COMPANY LOAN AGREEMENT Dated as of September 1, 1999 Connecticut Development Authority $38,500,000 Pollution Control Revenue Refunding Bonds (New England Power Company Project - 1999 Series) /*...Loan Agreement • May 2nd, 2000 • National Grid Usa • Electric services
DRAFT FORM OF GUARANTY For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to induce, a ___________ corporation (herein, with its participants, successors and assigns, called "Lender"), at its option,...Guaranty • December 26th, 1995 • New England Electric System • Electric services
Exhibit H - Proposed Notice New England Electric System (NEES), 25 Research Drive, Westborough, Massachusetts 01582, a registered holding company, has filed an Application/Declaration pursuant to Sections 6(a)(2), 7, and 12(e) of the Public Utility...Merger Agreement • January 27th, 1999 • New England Electric System • Electric services
NEES has entered into an Agreement and Plan of Merger, dated as of December 11, 1998 (the Merger Agreement), with The National Grid Group, plc, a public limited company incorporated under the laws of England and Wales (National Grid) and Iosta LLC, a Massachusetts limited liability company which is directly and indirectly wholly owned by National Grid (Iosta). Iosta changed its name to NGG Holdings LLC (NGG Holdings) subsequent to the date of the Merger Agreement. NEES would be the surviving entity and become a wholly owned subsidiary of National Grid. Under the Merger Agreement, among other things, NEES agreed to hold a meeting of its shareholders to obtain the shareholder approvals required to effect the Merger.
