Exhibit B-5
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement, dated July
1, 2000 (this "Agreement"), is entered into by and between THE
POTOMAC EDISON COMPANY, a corporation organized under the laws
of Maryland and Virginia ("Seller"), and PE TRANSFERRING AGENT,
LLC, a limited liability company organized under the laws of
Delaware ("Purchaser").
W I T N E S S E T H :
WHEREAS, Seller and Purchaser have entered into a
Sale and Purchase Agreement, dated as of July 1, 2000 (the
"Sale and Purchase Agreement"), providing, among other things,
for the assignment by Seller to Purchaser of certain rights,
and the assumption by Seller from Purchaser of certain
obligations, under the XXXXXXXX POWER STATION OPERATING
AGREEMENT, dated as of June 2, 1952, as amended, between
MONONGAHELA POWER COMPANY, an Ohio corporation, and THE POTOMAC
EDISON COMPANY, a Maryland and a Virginia corporation (the
"Contract").
WHEREAS, Seller desires to assign, transfer and
convey such rights and obligations to Purchaser, subject to the
terms and conditions more fully set forth herein;
WHEREAS, Purchaser desires to acquire such rights and
obligations from Seller, subject to the terms and conditions
more fully set forth herein;
NOW, THEREFORE, the undersigned, in consideration of
the premises, covenants and agreements contained herein and in
the Sale and Purchase Agreement, do hereby agree as follows:
1. Assignment. For good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, upon the execution of this Agreement by the
parties hereto, Seller does hereby assign, transfer and convey
to Purchaser all of Seller's right, title and interest in and
to the Contract. Such transfer, conveyance and assignment
shall be effective as of the date hereof.
2. Assumption. For good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, upon the execution of this Agreement by the
parties hereto, Purchaser hereby absolutely and irrevocably
accepts the foregoing assignment and hereby assumes to be
solely liable and responsible for and covenants to be solely
liable and responsible for and to perform all rights,
liabilities, warranty rights and obligations, and similar
obligations of Seller under or pursuant to the Contract, all
subject to the terms and conditions of the Sale and Purchase
Agreement. Such acceptance, assumption and covenant shall be
effective as of the date hereof.
3. Future Cooperation. Each of the parties hereto
agrees to cooperate at all times from and after the date hereof
with respect to all of the matters described herein, and to
execute such further assignments, agreements, releases,
assumptions, amendments, notifications and other documents as
may be reasonably requested for the purpose of giving effect
to, or evidencing or giving notice of, the transactions
contemplated by this Agreement.
4. Binding Effect; Assigns. This Agreement shall
be binding upon, and shall enure to the benefit of, the parties
hereto and their respective successors and assigns.
5. Third Party Beneficiary. This Agreement is
entered into only for the benefit of the parties and their
respective successors and assigns, and nothing hereunder shall
be deemed to constitute any person a third party beneficiary to
this Agreement.
6. Execution in Counterparts. This Agreement may
be executed in counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same
instrument.
7. Agreement in Effect. Nothing contained herein
shall in any way amend or modify the provisions set forth in
the Sale and Purchase Agreement and the Sale and Purchase
Agreement shall remain in full force and effect.
8. Definitions. Capitalized terms used but not
defined herein shall have the respective meanings ascribed to
such terms in the Sale and Purchase Agreement.
9. Governing Law. This agreement shall be governed
by, and construed in accordance with, the laws of State of
Maryland without regard to the conflict of law principles
thereof.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first
above written.
THE POTOMAC EDISON COMPANY
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President
PE TRANSFERRING AGENT, LLC
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: President
Monongahela Power Company hereby consents to the
foregoing assignment as of July 1, 2000.
MONONGAHELA POWER COMPANY
By: /s/ XXXXX X. XXXXXX
Name: Xxxxx X. Xxxxxx
Title: Vice President
