Exhibit 10.6.1
AMENDMENT NO. 1
TO
NORTHEAST GENERATION COMPANY - NORTHEAST GENERATION
SERVICES COMPANY
MANAGEMENT AND OPERATION AGREEMENT
THIS AMENDMENT NO. 1 ("Amendment") to the MANAGEMENT AND OPERATION AGREEMENT
("Agreement") is made and entered into as of the 1st day of March, 2000, by and
between NORTHEAST GENERATION COMPANY, a Connecticut corporation with its
principal place of business in Berlin, Connecticut ("NGC"), and NORTHEAST
GENERATION SERVICES COMPANY, a Connecticut corporation with its principal place
of business in Rocky Hill, Connecticut ("NGS"). NGC and NGS shall be referred to
individually as the "Party" and collectively as the "Parties".
WHEREAS, NGC and NGS entered into the Agreement as of February 1, 2000;
WHEREAS, the United States Securities and Exchange Commission ("SEC")
has reserved jurisdiction under the Public Utility Holding Company Act of 1935,
as amended ("Act"), over the pricing provisions of the Agreement because such
pricing provisions are not fully cost-based; and,
WHEREAS, the Parties agree that until and unless the SEC authorizes the
pricing provisions in the Agreement that do not comply with the cost provisions
under the Act, in accordance with the intent of Section 2.2 of the Agreement,
they will continue with the Agreement amended to be in accordance with the
cost-based provisions of the Act, as set forth more fully below.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein , it is agreed as follows:
1. Effective on the date of execution of this Amendment, Sections
4.1 to 4.3 of the Agreement and Exhibit 6 to Agreement shall
be suspended and replaced by the following:
"4.1A INTERIM PAYMENT PROVISIONS. Until such time as the SEC
approves or authorizes the pricing provisions contained in
Sections 4.1 to 4.3 of the Agreement and Exhibit 6 to the
Agreement, NGC shall pay NGS for the Services NGS provides
under Section 3 of this Agreement as described in this
paragraph. NGC shall pay NGS's actual total costs of providing
such services, including applicable overheads and indirect
costs, and reasonable compensation for necessary capital as
permitted by Rule 91 of the SEC under the Act as determined
in accordance with Northeast Utilities System accounting and
cost allocation procedures, and with the methodologies used in
service agreements between Northeast Utilities Service Company
and various Northeast Utilities subsidiaries as approved by
the SEC."
2. RESTORATION OF INITIAL PRICING PROVISIONS. Upon SEC approval
or authorization for the pricing provisions contained in
Sections 4.1 to 4.3 of the Agreement and Exhibit 6 to the
Agreement, such provisions shall be immediately reinstated for
the period from and after the date of SEC approval or
authorization and the provisions of Section 1 of this
Agreement shall no longer be in force and effect.
3. EFFECT OF AMENDMENT ON AGREEMENT. The Agreement, as
specifically amended by this Amendment, is and shall continue
to be in full force and effect and is hereby in all respects
ratified and confirmed. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or
remedy of any party thereunder, nor constitute a waiver of any
provision of the Agreement.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AMENDMENT AS OF THE
DAY AND YEAR FIRST ABOVE WRITTEN.
NORTHEAST GENERATION COMPANY
BY: /s/ Xxxxx X. XxXxxx
-------------------------------------
NAME: Xxxxx X. XxXxxx
TITLE: Vice President and Treasurer
NORTHEAST GENERATION SERVICES COMPANY
BY: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
NAME: Xxxxxxx X. Xxxxxx
TITLE: Vice President and
Chief Operating Officer
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