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Exhibit 10.3
ASSIGNMENT
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THIS ASSIGNMENT, dated as of August 28, 1998 is made by and between
GREAT BAY POWER CORPORATION, a New Hampshire corporation (the "Assignor") and
LITTLE BAY POWER CORPORATION, a New Hampshire corporation (the "Assignee"), both
wholly-owned subsidiaries of BayCorp Holdings, Ltd.
W I T N E S S E T H
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WHEREAS, pursuant to Section 11.5 of the Asset Purchase Agreement and
Section 7 of the Nuclear Decommissioning Fund Assignment and Assumption
Agreement, each dated as of June 24, 1998, by and between the Assignor and
Montaup Electric Company, a Massachusetts corporation ("Montaup"), the Assignor
is permitted to assign all of its respective right, title, interest, and
obligation in such Asset Purchase Agreement (the "Asset Purchase Agreement") and
Nuclear Decommissioning Fund Assignment and Assumption Agreement (the
"Decommissioning Fund Agreement") to the Assignee, and the Assignee has agreed
to accept such right, title, interest, and obligation from the Assignor,
provided that Montaup is given written notice of the assignment and Assignor
delivers a guaranty to Montaup.
NOW THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1. ASSIGNMENT. The Assignor does hereby assign, convey, transfer, and
deliver to the Assignee all of the Assignor's right, title, interest, and
obligation in the Asset Purchase Agreement and the Decommissioning Fund
Agreement, and the Assignee hereby accepts such assignment and assumes all such
right, title, interest, and obligation.
2. NOTICE AND GUARANTY. The Assignor agrees that it will notify Montaup
and execute and deliver to Montaup its guaranty, pursuant to Section 11.5 of the
Asset Purchase Agreement.
3. APPOINTMENT. The Assignor hereby constitutes and appoints the
Assignee, and its successors and assigns, as the Assignor's true and lawful
attorney, with full power of substitution, in the Assignor's name and stead, by,
on behalf of and for the benefit of the Assignee, and its successors and
assigns, to demand and receive any and all of the Assignor's right, title,
interest, and obligation in the Asset Purchase Agreement and the Decommissioning
Fund Agreement and to give receipts and releases for and in respect of the same,
and any part thereof, and from time to time to institute and prosecute, at the
expense and for the benefit of the Assignee, and its successors and assigns, any
and all proceedings at law, in equity or otherwise, which the Assignee, and its
successors or assigns, may deem proper for the collection or reduction to
possession of any of the right, title, interest, and obligation in the Asset
Purchase Agreement and the Decommissioning Fund Agreement transferred hereunder
or for the collection and enforcement of any claim or right of any kind hereby
sold, assigned, conveyed, transferred and delivered, and to do all acts and
things in relation to the right, title, interest, and obligation in the
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Asset Purchase Agreement and the Decommissioning Fund Agreement transferred
hereunder that the Assignee, and its successors or assigns, shall deem
desirable.
4. NO THIRD PARTY BENEFICIARIES. Nothing in this instrument, express or
implied, is intended or shall be construed to confer upon, or give to, any
person other than the Assignee any remedy or claim under or by reason of this
instrument or any agreements, terms, covenants or conditions hereof, and all the
agreements, terms, covenants and conditions in this instrument contained shall
be for the sole and exclusive benefit of the Assignee and its successors and
permitted assigns.
5. BINDING EFFECT; ASSIGNMENT. This Assignment and all of the
provisions hereof shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and permitted assigns.
6. GOVERNING LAW. This Assignment shall be governed by and construed in
accordance with the laws of the State of New Hampshire (regardless of the laws
that might otherwise govern under applicable New Hampshire principles of
conflicts of laws).
7. CONSTRUCTION. This Assignment is delivered pursuant to and is
subject to the Asset Purchase Agreement and the Decommissioning Fund Agreement.
In the event of any conflict between the terms of the Asset Purchase Agreement
or the Decommissioning Fund Agreement and the terms of this Assignment, the
terms of the Asset Purchase Agreement or the Decommissioning Fund Agreement,
respectively, shall prevail.
IN WITNESS WHEREOF, this Assignment has been duly executed and
delivered by the duly authorized officers of the parties hereto as of the date
first above written.
GREAT BAY POWER CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
President and Chief Executive Officer
LITTLE BAY POWER CORPORATION
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Xxxxx X. Xxxxxx, Xx.
President and Chief Executive Officer
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