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EXHIBIT 10.20
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FIRST AMENDMENT
to
WHOLESALE STANDARD OFFER SERVICE AGREEMENT
between
Blackstone Valley Electric Company,
Eastern Edison Company,
Newport Electric Corporation,
and
NRG Power Marketing Inc.
Dated as of January 15, 1999
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FIRST AMENDMENT TO
WHOLESALE STANDARD OFFER SERVICE AGREEMENT
This FIRST AMENDMENT TO WHOLESALE STANDARD OFFER SERVICE AGREEMENT,
dated as of January 15, 1999 (this "Amendment"), among BLACKSTONE VALLEY
ELECTRIC COMPANY, EASTERN EDISON COMPANY, NEWPORT ELECTRIC CORPORATION, and NRG
POWER MARKETING INC.
WITNESSETH:
WHEREAS, the parTies to this Amendment have entered into a Wholesale
Standard Offer Service Agreement, dated as of October 13, 1998 (the "Wholesale
Standard Offer Service Agreement"; capitalized terms used but not defined
herein shall have the respective meanings set forth in the Wholesale Standard
Offer Service Agreement).
WHEREAS, the parties to this Amendment wish to amend the Wholesale
Standard Offer Service Agreement pursuant to the terms hereof.
NOW, THEREFORE, in consideration of the premises and of the agreements
contained herein, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO WHOLESALE STANDARD OFFER SERVICE AGREEMENT.
Article 7 of the Wholesale Standard Offer Service Agreement is hereby amended by
deleting clause (1) in its entirety and inserting the following:
"(1) Except as otherwise provided in this Article, Supplier shall at
all times during the term of this Agreement (i) maintain an investment grade
rating on its senior debt securities, as determined by Standard & Poor's
Corporation, Xxxxx'x Investors Service, Inc. or another nationally recognized
rating service reasonably acceptable to the Companies and (ii) maintain total
assets of at least $500,000,000 times the percentage of the Companies' Standard
Offer Service which is initially satisfied by the Wholesale Standard Offer
Service under this Agreement (the foregoing items (i) and (ii) being herein
referred to as the "Creditworthiness Criteria"). If on the Commencement Date of
Service or at any time during the term of this Agreement the Supplier shall fail
to meet the Creditworthiness Criteria, then the Supplier shall promptly deliver
to the Companies an unconditional and irrevocable guaranty of its obligations
under this Agreement in form and substance acceptable to the Companies and
issued by an entity meeting the Creditworthiness Criteria (a "Guaranty").
Supplier or the issuer of the Guaranty, as applicable, shall certify to the
Companies no less frequently than the end of every calendar quarter that it
meets the Creditworthiness Criteria (which certification shall include such
calculations and evidence as the Companies shall reasonably request from time to
time), and shall deliver financial statements to the Companies certified by a
firm of certified public
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accountants of national standing at least annually within sixty (60) days
following the end of the Supplier's or the guarantor's fiscal year."
SECTION 2. CORRECTION. All references to "NRG Energy Power Marketing
Inc." or "NRG Power Marketing, Inc." are deemed to be references to "NRG Power
Marketing Inc.".
SECTION 3. REFERENCE TO AND EFFECT ON THE WHOLESALE STANDARD OFFER
SERVICE AGREEMENT. (a) Each reference in the Wholesale Standard Offer Service
Agreement to "this Agreement", "hereunder", "hereof", and "herein", and in the
Asset Purchase Agreement to the "Wholesale Standard Offer Service Agreement", or
words of like import referring to the Wholesale Standard Offer Service Agreement
shall mean and be a reference to the Wholesale Standard Offer Service Agreement,
as amended hereby.
(b) Except as specifically amended above, the Wholesale Standard Offer
Service Agreement shall remain in full force and effect.
(c) This Amendment shall be limited precisely as written and, except as
expressly provided herein, shall not be deemed to (i) be a consent to any waiver
or modification of any other term or condition of the Wholesale Standard Offer
Service Agreement or any of the instruments or documents referred to therein or
(ii) prejudice any right or rights which the parties may now have or may have in
the future under or in connection with the Wholesale Standard Offer Service
Agreement or any of the instruments or documents referred to therein.
SECTION 4. EFFECTIVENESS. This Amendment shall become effective
immediately upon the execution and delivery by each party hereto of a
counterpart of this Amendment.
SECTION 5. GOVERNING LAW. THIS AMEMMIENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS.
SECTION 6. COUNTERPARTS. This Amendment may be executed in
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered on its behalf by its duly authorized
representative on the date first above written.
BLACKSTONE VALLEY ELECTRIC COMPANY
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
EASTERN EDISON COMPANY
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
NEWPORT ELECTRIC CORPORATION
By: /s/ XXXXX X. XXXXX
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Name: Xxxxx X. Xxxxx
Title: Vice President
NRG POWER MARKETING INC.
By: /s/ XXXXXX XXXXXX
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Name: Xxxxxx Xxxxxx
Title: Vice President
