SETTLEMENT AGREEMENT AND RELEASE
EXHIBIT
2.3
THIS
SETTLEMENT AGREEMENT AND RELEASE (“Agreement”) is made this 31st day of January,
2006, by and among UNITED BRIDGEPORT ENERGY, INC. (“United”), DUKE BRIDGEPORT
ENERGY, LLC (“Duke Bridgeport” and together with United, the “Parties”), UIL
HOLDINGS CORPORATION (“UIL”), DUKE CAPITAL LLC (“Duke Capital”), BRIDGEPORT
ENERGY, LLC (“Bridgeport Energy”) and NC DEVELOPMENT AND DESIGN COMPANY, LLC
(“NC Design”).
WHEREAS
the Parties are members of Bridgeport Energy, a Delaware limited liability
company, and their relationship as members thereof is governed by the Amended
and Restated Limited Liability Company Agreement of Bridgeport Energy, LLC
dated
September 17, 1997 (as amended, the “Bridgeport LLC Agreement”);
WHEREAS
Bridgeport Energy owns and operates a combined-cycle, electric generating
facility (the “Bridgeport Facility”) in Bridgeport, Connecticut, known as
“Bridgeport Energy”;
WHEREAS
the Parties are members of NC Design, a Delaware limited liability company,
and
their relationship as members thereof is governed by the Limited Liability
Company Agreement of NC Development & Design Company, LLC dated as of
September 17, 1997 (as amended, the “NC Design LLC Agreement”);
WHEREAS
on May 12, 2005, Judge Xxxxxxx Xxxxxx issued an Opinion in In
the Matter of the Arbitration between Duke Bridgeport Energy, LLC and United
Bridgeport Energy, Inc.,
American Arbitration Association Case No. 11 198 Y 00487 05, holding that
on
February 9, 2005, United validly exercised its right under the Bridgeport
LLC
Agreement to require Duke Bridgeport to purchase its Membership Interest
in
Bridgeport Energy (the “Bridgeport Membership Interest”) at Fair Market Value,
as those terms are defined in the Bridgeport LLC Agreement;
WHEREAS
the Parties have been unable to determine the Fair Market Value of the
Bridgeport Membership Interest and have not completed the purchase and sale
thereof;
WHEREAS
Bridgeport Energy is currently engaged in a dispute resolution proceeding
against Duke Energy Trading and Marketing LLC (“DETM”), which proceeding has
been filed with the American Arbitration Association, Case No. 11 174 02327
05
(the “DETM Proceeding”);
WHEREAS
United commenced an arbitration on December 16, 2005, identified as American
Arbitration Association, Case No. 11 198 Y 2729 05, concerning determination
of
the Fair Market Value of the Bridgeport Membership Interest (the “Appraisal
Proceeding”);
WHEREAS
NC Design owns certain drawings, plans, specifications, and other assets
related
to the Bridgeport Facility and NC Design provides services to Bridgeport
Energy
pursuant to an Administrative Services Agreement dated as of September 17,
1997;
WHEREAS
Section 11.4 of the NC Design LLC Agreement provides that it is the intention
of
Duke Bridgeport and United that the ownership percentages of the members
of
NC
Design
be
in the same ratio as the ownership percentages of the members of Bridgeport
Energy and provides for the automatic adjustment of such ownership percentages
of NC Design upon a change of ownership percentages of Bridgeport Energy
to
ensure that such ownership percentages correspond;
WHEREAS
the Parties wish to resolve all disputes between them and to effect the purchase
by Duke Bridgeport from United of the Bridgeport Membership Interest and
of
United’s one-third membership interest in NC Design (the “NC Design Membership
Interest” and, together with the Bridgeport Membership Interest, the “Membership
Interests”), and therefore have chosen to enter into this Agreement;
and
WHEREAS
the Parties acknowledge that the sale by United to Duke Bridgeport of the
Bridgeport Membership Interest is subject to approval by the Federal Energy
Regulatory Commission (“FERC”).
NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter
set
forth, the Parties, UIL, Duke Capital, Bridgeport Energy, and NC Design agree
as
follows:
1. Payment.
Duke
Bridgeport will pay to United the sum of $71 million (the “Payment”) via
electronic funds transfer on the third business day immediately after receipt
of
the Required Consents (as defined in paragraph 9(b) below) (such date, the
“Closing Date”). The consummation of the transactions contemplated by this
Agreement, including the delivery of the Payment by Duke Bridgeport and the
execution and delivery of the Assignment by the Parties, is referred to herein
as the “Closing”.
2. Assignment
and Assumption.
Contemporaneously with receipt of the Payment: (a) United will execute and
convey to Duke Bridgeport an assignment of the Membership Interests in
consideration of the Payment; and (b) Duke Bridgeport will execute and convey
to
United an assumption of United’s obligations and liabilities under the
Bridgeport LLC Agreement and the NC Design LLC Agreement, in consideration
of
United’s assignment of the Membership Interests. The assignment and assumption
described in the foregoing sentence shall be in the form of Exhibit
A,
with
such amendments or modifications thereof to which the Parties agree (the
“Assignment”). Duke Bridgeport may assign its right to acquire the Membership
Interests to an Affiliate (as defined in paragraph 6 below) of Duke Bridgeport;
provided, however, that Duke Bridgeport shall remain liable for the Payment
and
all of its other obligations and liabilities under this Agreement.
3. Arbitration
Proceedings.
United
further agrees that it will withdraw and dismiss the Appraisal Proceeding
with
prejudice within five days of the Closing. During the period between the
date
hereof and the date on which the Appraisal Proceeding is withdrawn and
terminated in accordance with the immediately preceding sentence, United
shall
not take any actions to advance its claims in the Appraisal Proceeding and
the
Parties shall take all actions as may be necessary to cause the Appraisal
Proceeding to be held in abeyance during that period; provided, however,
that in
the event FERC issues a Final Order denying approval for the transactions
contemplated hereby, United may, as of the date of such Final Order, resume
actions to advance its claims in the Appraisal Proceeding. During the period
between the date hereof and the date of the Closing, United shall not take,
and
shall not cause or seek to cause Bridgeport
2
Energy
to
take, any actions to advance Bridgeport Energy’s claims in the DETM Proceeding
and the Parties and Bridgeport Energy shall take all actions as may be necessary
to cause the DETM Proceeding to be held in abeyance during that period;
provided, however, that in the event FERC issues a Final Order denying approval
for the transactions contemplated hereby, United may cause Bridgeport Energy,
as
of the date of such Final Order, to resume actions to advance its claims
in the
DETM Proceeding and Bridgeport Energy may, as of the date of such Final Order,
resume actions to advance its claims in the DETM Proceeding.
4. Interim
Operations of Bridgeport Energy.During
the period between the date hereof and the Closing: (a) United shall not
be
required to make any capital contribution or loan of funds to Bridgeport
Energy
or NC Design; (b) United shall not be entitled to receive or demand any
distribution from Bridgeport Energy or NC Design; (c) Duke Bridgeport shall
assume performance of all of the terms, covenants, conditions and obligations
of
United under the Bridgeport LLC Agreement and the NC Design LLC Agreement;
and
(d) Duke Bridgeport shall have all rights and responsibilities with respect
to
management and operation of Bridgeport Energy and NC Design, including with
respect to any action or matter that would require approval of the Management
Committee or any Member of either Bridgeport Energy or NC Design; provided,
however,
that,
notwithstanding the foregoing, (x) without the consent of both Parties,
Bridgeport Energy will not take any action to resolve or otherwise affect
in any
material respect the DETM Proceeding, and (y) in the event FERC issues a
Final
Order denying approval for the transactions contemplated hereby, (1) the
foregoing assumptions, consents and agreements shall terminate and be of
no
further effect and neither of the Parties shall be deemed to have released
or
waived any right or claim for damages, with respect to itself or to Bridgeport
Energy or NC Design, that it has, shall have or may have had with respect
to any
action taken during such period between the date hereof and the Closing,
(2) if
Duke Bridgeport has made any capital contribution or loan of funds to Bridgeport
Energy or NC Design between the date hereof and the Closing, United shall
promptly make any capital contribution or loan of funds that would have been
required of it in the absence of this Settlement Agreement and Bridgeport
Energy
or NC Design, as the case may be, shall return to Duke Bridgeport the portion
of
the capital contribution or loan of funds made by Duke Bridgeport in place
of
United as a result of the provisions of this Settlement Agreement, and (3)
if
Bridgeport Energy or NC Design makes any distribution between the date hereof
and the Closing, United shall be entitled to receive the portion thereof
to
which it would have been entitled in the absence of this Settlement Agreement,
and Duke Bridgeport shall promptly return to Bridgeport Energy or NC Design,
as
the case may be, the portion of any distribution received by it in place
of
United as a result of the provisions of this Settlement Agreement.
5.
Costs.
The
Parties agree that each of them will bear its respective costs associated
with
the Appraisal Proceeding, and the negotiation and performance of this Agreement
and the Assignment.
6. Release
of Duke Bridgeport, Bridgeport Energy, and NC Design.
Except
as set forth in the last sentence of this paragraph and as set forth in
paragraph 15 below with respect to Continuing Contracts, effective as of
the
Closing, United releases and forever discharges Duke Bridgeport, Bridgeport
Energy, NC Design, each of their Affiliates (including without limitation
DETM,
which United acknowledges is an Affiliate of Duke Bridgeport for all purposes
under this Agreement, and Duke Capital and any Affiliate of Duke Capital),
and
each of their
3
respective
predecessors, successors, assigns, principals, agents, officers, directors,
employees, members and parent corporations (collectively, the “Duke Released
Parties”) from, and covenants not to xxx or commence any arbitration or similar
proceeding against any of the Duke Released Parties with respect to, any
and all
past, present, and future claims, demands, rights, causes of action, judgments,
executions, damages, liabilities, and costs or expenses (including attorney’s
fees and court costs) relating to or arising out of any claim made, or which
could be made, against any Duke Released Party arising out of or related
to the
Bridgeport LLC Agreement or the NC Design LLC Agreement, or arising from
or
relating to any aspect of the business, actions, activities or management
of
Bridgeport Energy, the Parties’ membership interests therein or the Bridgeport
Facility, including, but not limited to, (i) any claim for any distribution
from
Bridgeport Energy or NC Design, including any claim for distributions in
respect
of prior capital contributions, reliability-must-run payments or any proceeds
related to a sales and use tax settlement to be received from Siemens Fossil
Power Corporation or any of its Affiliates, (ii) any claim arising out of
or
related to Duke Bridgeport’s status, role or actions as the Managing Member or
Tax Matters Partner of Bridgeport Energy or NC Design, (iii) any derivative
claim relating to the subject matter of the other claims released pursuant
to
this paragraph, and (iv) any claim arising from or related to the First Amended
and Restated Agreement, dated March 1, 2001, between Bridgeport Energy and
DETM
or Duke Bridgeport’s actions in connection therewith as Managing Member of
Bridgeport Energy. United agrees that it will execute and deliver to Duke
Bridgeport, on or prior to the Closing Date and with effect as of the Closing,
a
mutual Release with DETM substantially in the form of Exhibit
B
(the
“DETM Release”), with respect to the matters that are the subject of the DETM
Proceeding. For purposes of this Agreement, Affiliates shall mean affiliates
as
such term is used in Rule 12b-2 under the Securities Exchange Act of 1934,
as
amended (the “Exchange Act”).
Notwithstanding the foregoing, nothing herein shall constitute a release
of Duke
Bridgeport or Duke Capital from any liability or obligation under this
Agreement.
7. Release
of United.
Except
as set forth in the last sentence of this paragraph and in paragraph 15 below
with respect to Continuing Contracts, effective as of the Closing, each of
Duke
Bridgeport, Bridgeport Energy and NC Design releases and forever discharges
United and its Affiliates and each of their predecessors, successors, assigns,
principals, agents, officers, directors, employees, and parent corporations
(collectively, the “United Released Parties”) from, and covenants not to xxx or
commence any arbitration or similar proceeding against any of the United
Released Parties with respect to, any and all past, present, and future claims,
demands, rights, causes of action, judgments, executions, damages, liabilities,
and costs or expenses (including attorney’s fees and court costs) relating to or
arising out of claims made, or which could be made, against a United Released
Party arising out of or related to the Bridgeport LLC Agreement or the NC
Design
LLC Agreement or arising from or relating to any aspect of the business,
actions, activities or management of Bridgeport Energy, the Parties’ respective
membership interests therein or the Bridgeport Facility, including, but not
limited to, claims by governmental entities in respect of unpaid taxes. Duke
agrees that it will deliver to United, on or prior to the Closing Date, with
effect as of the Closing, the DETM Release, executed by DETM. Notwithstanding
the foregoing,:
(i)
nothing herein shall release or waive any right, claim or cause of action
that
Bridgeport Energy has or may have against Wisvest-Connecticut, LLC or any
successor owner or owners of the property conveyed by The United Illuminating
Company to Wisvest-Connecticut, LLC, on or about April 16, 1999, which property
is adjacent to the site of the Bridgeport Facility, pursuant to any
easement or license in favor of the Bridgeport Facility
4
site;
and
(ii)
nothing
herein
shall
constitute a release of United or UIL from any liability or obligation under
this Agreement.
8. Confidentiality.
The
Parties agree that the terms and conditions of this Agreement, economic or
financial terms discussed at any point during the negotiation hereof to which
either Party was privy or of which they were otherwise made aware (e.g.,
by
being copied on correspondence or by being advised of such fact, matter,
event
or circumstance by another party to the negotiation), and the information
described in Section 15.11 of the Bridgeport LLC Agreement and Section 15.11
of
the NC Design LLC Agreement (collectively “Confidential Information”), are in
all respects confidential. The Parties agree to maintain the confidentiality
of
the Confidential Information and to refrain from disclosing the Confidential
Information to any other person or entity; provided, however, the Parties
agree
that they may reveal the terms of this Agreement to their respective auditors,
attorneys, insurers, indemnitors or members and other Affiliates (who shall
agree to be bound by this confidentiality provision), on an as-needed basis,
or
to any other person or entity as otherwise required by law, regulatory
requirements or the listing rules of any stock exchange on which the equity
securities of a Party or an Affiliate thereof are traded. The Parties
acknowledge: (i) that United’s ultimate parent company, UIL, intends to disclose
the amount of the Payment, the expected Closing Date and certain other matters
related hereto in a press release substantially in the form previously submitted
to the Parties and in filings made under the Exchange Act; (ii) that they
intend
to disclose the terms and conditions of this Agreement in connection with
the
application seeking FERC Approval as required by applicable law or regulation;
(iii) that Duke Bridgeport intends to disclose the terms and conditions of
this
Agreement to LS Power Generation, LLC; and (iv) that Duke Bridgeport intends
to
disclose the terms and conditions of this Agreement to the extent that it
determines that its Affiliates are required so to disclose under the Exchange
Act. The Parties agree to the disclosures identified in the immediately
preceding sentence. Except as provided herein, in the event that a Party
believes that it is subject to a legal requirement to divulge any aspect
of this
Agreement, that Party shall provide prompt written notice to the other Party,
delivered by facsimile or overnight-delivery mail to the other Party, to
ensure
that the other Party can take appropriate action. Further, except as provided
for herein, neither Party shall, directly or indirectly, participate in or
contribute to any public discussion, notice or other publicity concerning
the
terms and conditions of this Agreement, except that each Party may announce
that
it is pleased to state or confirm that the matters settled herein have been
resolved amicably.
9. Representations
and Warranties of United and UIL.
United
and UIL, jointly and severally, hereby represent and warrant to, and covenant
with, Duke Bridgeport as follows, as of the date hereof and as of the Closing
Date:
(a) Authority.
United
has full power and authority to execute and deliver this Agreement, the
Assignment and the DETM Release and to carry out the transactions contemplated
hereby and thereby. All action required to be taken by United to authorize
the
execution, delivery and performance of this Agreement, the Assignment and
the
DETM Release and all transactions contemplated hereby and thereby have been
duly
and properly taken. This Agreement, the Assignment and all instruments or
documents required to be delivered hereunder by United have been duly and
validly executed and delivered by United, and each constitutes a legal, valid
and binding obligation of United enforceable in accordance with its terms
and
conditions, except as limited by applicable
5
bankruptcy,
insolvency or other laws of general application referring to or affecting
enforcement of creditors' rights.
(b) Consents.
Neither
the execution and delivery of this Agreement, the Assignment or the DETM
Release
by United, nor the consummation of any of the transactions contemplated hereby
or thereby, requires any consent, approval, order or authorization of, or
the
giving of notice to, any governmental or public body or authority or any
other
person, except for approval by FERC of the transactions contemplated hereby
(“FERC Approval”) and such other notices, consents or approvals from
governmental authorities, if any, that have previously been obtained or that
will be obtained on or before the date on which FERC Approval is obtained
(FERC
Approval and such other notices, consents and approvals being referred to
herein
as the “Required Consents”).
(c) Title
to Membership Interest.
United
is the record and beneficial owner of and has good and valid title to the
Bridgeport Energy Membership Interest and the NC Design Membership Interest,
in
each case, free and clear of all claims, liens, pledges, charges, restrictions
and encumbrances of any nature, other than restrictions set forth in the
Bridgeport LLC Agreement or the NC Design LLC Agreement. United has full
right,
power and authority to transfer the Bridgeport Membership Interest and the
NC
Design Membership Interest to Duke Bridgeport, and, upon delivery of the
Assignment, Duke Bridgeport will acquire the legal, valid and indefeasible
title
to the Bridgeport Membership Interest and the NC Design Membership Interest,
free and clear of all claims, liens, pledges, charges, restrictions and
encumbrances of any nature, other than restrictions set forth in the Bridgeport
LLC Agreement or the NC Design LLC Agreement.
(d) No
Other Representations.
Except
as expressly set forth in this Agreement, neither United nor UIL makes any
representation or warranty with respect to the subject matter hereof, Bridgeport
Energy, NC Design or the Bridgeport Facility.
10. Representations
and Warranties of Duke Bridgeport.
Duke
Bridgeport and Duke Capital, jointly and severally, hereby represent and
warrant
to, and covenant with, United as follows as of the date hereof and as of
the
Closing Date:
(a) Authority.
Duke
Bridgeport has full power and authority to execute and deliver this Agreement,
the Assignment and the DETM Release and to carry out the transactions
contemplated hereby and thereby. All action required to be taken by Duke
Bridgeport to authorize the execution, delivery and performance of this
Agreement, the Assignment and the DETM Release and all transactions contemplated
hereby and thereby have been duly and properly taken. This Agreement, the
Assignment and all instruments or documents required to be delivered hereunder
by Duke Bridgeport have been duly and validly executed and delivered by Duke
Bridgeport, and each constitutes the legal, valid and binding obligation
of Duke
Bridgeport enforceable in accordance with its terms and conditions, except
as
limited by applicable bankruptcy, insolvency or other laws of general
application referring to or affecting enforcement of creditors’
rights.
6
(b) Consents.
Neither
the execution and delivery of this Agreement, the Assignment or the DETM
Release
by Duke Bridgeport, nor the consummation of any of the transactions contemplated
hereby or thereby, requires the consent, approval, order or authorization
of, or
the giving of notice to, any governmental or public body or authority or
any
other person, except for the Required Consents.
(c) No
Other Representations.
Except
as expressly set forth in this Agreement, neither Duke Bridgeport nor Duke
Capital makes any representation or warranty with respect to the subject
matter
hereof, Bridgeport Energy, NC Design or the Bridgeport Facility.
11. Additional
Documents; Further Action.
Each
Party agrees to execute and deliver to the other Party, on or after the Closing
Date, such additional instruments and documents as either may reasonably
request
for the purposes of carrying out the transactions contemplated by this
Agreement. Each Party agrees to use all reasonable efforts to take, or cause
to
be taken, all other action and do, or cause to be done, all other things
necessary, proper or appropriate to consummate and make effective the
transactions contemplated by this Agreement, including, without limitation,
obtaining FERC Approval and all other Required Consents.
12. Dispute
Resolution.
The
Parties agree to submit any dispute that may arise under this Agreement,
the
Assignment or the transactions contemplated hereby or thereby to binding
arbitration under the authority of JAMS. Such arbitration shall occur in
the
Commonwealth of Massachusetts, to be held in the City of Boston, and shall
be
governed by JAMS Streamlined Arbitration Rules and Procedures as in effect
at
the time of the commencement of arbitration. The provisions of this paragraph
may be enforced, and any arbitral award may be confirmed and enforced, and
judgment entered thereon, in the state or federal courts of Connecticut.
The
Parties agree that each Party shall bear its own costs and attorney’s fees in
connection with any such arbitration and any judicial review
thereof.
13. Consultation
with Counsel.
Each
Party acknowledges and agrees that the Party has had the opportunity to review,
and in fact has reviewed, this Agreement and its terms and conditions with
legal
counsel of the Party’s choosing and has consulted with counsel prior to entering
into the Agreement and that the Party has entered into this Agreement knowingly,
voluntarily, and freely of the Party’s own volition and with such consultation
with counsel as the Party deems appropriate.
14. Controlling
Law.
This
Agreement shall be governed and construed in accordance with the laws of
the
State of Connecticut, without regard to any conflict of laws principles of
the
State of Connecticut or any other jurisdiction that would result in the
application of the laws of any other jurisdiction.
15. Entire
Agreement.
This
Agreement, together with the Assignment and the DETM Release, constitutes
the
entire agreement of the Parties with respect to the subject matter hereof.
The
Parties acknowledge and agree that any contract, agreement, lease, deed of
conveyance, easement, or license set forth on the attached Schedule of
Continuing Contracts (the “Continuing Contracts”), shall remain in full force
and effect, notwithstanding anything to the contrary in this Agreement or
the
Assignment, and the releases set forth in paragraphs 6 and 7 hereof shall
not
7
apply
to
the Continuing Contracts;
provided, however, that with regard to the “Joint Operating Agreement”
identified as item 7 in the Schedule of Continuing Contracts, the Parties
and
Bridgeport Energy agree that between the date hereof and the earlier of February
24 and the Closing Date: (i) they will use commercially reasonable efforts
to
identify any obligations contained therein that are not contained in one
or more
other Continuing Contracts; (ii) if they determine that there are no such
obligations, to amend the Schedule of Continuing Contracts to remove such
item
7; and (iii) if they determine that there are any such obligations, to enter
into a letter agreement reflecting such obligations and amend the Schedule
of
Continuing Contracts to replace such item 7 with reference to such letter
agreement.
16. Notices.
Any notice, request or other communication with respect to this Agreement
shall
be in writing and shall be deemed to have been duly given if delivered
personally, sent by facsimile transmission or by registered or certified
mail,
return receipt requested, postage prepaid, as set forth in the Bridgeport
LLC
Agreement (or as changed in accordance therewith). Either Party, by written
notice to the other Party, may change the address to which notices shall
be
directed.
17. Survival.
The
representations and warranties of the Parties, Duke Capital and UIL as set
forth
in paragraphs 9 and 10 of this Agreement shall survive the Closing.
18. Counterparts. This
Agreement may be executed in any number of counterparts, each of which shall
be
deemed an original and all of which together shall constitute one and the
same
instrument.
19. Waiver
or Modification; Assignment. Any
of
the conditions set forth in this Agreement may be waived at any time prior
to or
as of the Closing by the Party or Parties entitled to the benefit thereof;
provided, however, that no such waiver shall be effected unless contained
in a
written instrument signed by the waiving Party or Parties. Except
as
provided in paragraph 15 with respect to the Schedule of Continuing Contracts,
this
Agreement may not be amended, modified or supplemented except by a written
instrument signed by both of the Parties. Except as provided in paragraph
2,
this Agreement shall not be assignable by either Party without the prior
written
approval of the other Party.
20. Severability.
If
one or
more of the provisions, or portions thereof, of this Agreement shall be held
to
be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions or portions thereof shall not in any way be affected
or impaired.
21. Paragraph
and Other Headings. The
paragraph and other headings contained in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.
[Signature
page follows]
8
This
Settlement Agreement and Release is agreed to as of the date first set forth
on
the first page hereof:
|
UNITED
BRIDGEPORT ENERGY, INC.
|
|
/s/
Xxxxx X. Xxxxxx
|
|
Name: Xxxxx
X.
Xxxxxx
|
|
Its President (duly
authorized)
|
|
UIL
HOLDINGS CORPORATION
|
|
/s/
Xxxxx X. Xxxxxx
|
|
Name: Xxxxx
X.
Xxxxxx
|
|
Its Executive
Vice
President (duly
authorized)
|
|
BRIDGEPORT
ENERGY, LLC
|
|
By:
Duke Bridgeport Energy, LLC
|
|
Its
Managing Member
|
|
/s/
Xxxxxxx X.
Xxxxxxx
|
|
Name: Xxxxxxx
X. Xxxxxxx
|
|
Its Vice
President
(duly authorized)
|
|
DUKE
BRIDGEPORT ENERGY, LLC
|
|
/s/
Xxxxxxx X.
Xxxxxxx
|
|
Name: Xxxxxxx
X. Xxxxxxx
|
|
Its Vice
President (duly
authorized)
|
|
DUKE
CAPITAL LLC
|
|
/s/
Xxxxx X.
Xxxxxx
|
|
Name: Xxxxx
X. Xxxxxx
|
|
Its President
(duly authorized)
|
|
NC
DEVELOPMENT AND DESIGN COMPANY, LLC
|
|
By
Duke Bridgeport Energy, LLC
|
|
Its
Managing Member
|
|
/s/
Xxxxxxx X.
Xxxxxxx
|
|
Name: Xxxxxxx
X. Xxxxxxx
|
|
Its Vice
President (duly
authorized)
|
9
