AMENDMENT No. 1
TO
ASSET PURCHASE AGREEMENT
Amendment No. 1, dated as of September 25, 1997, to the Asset
Purchase Agreement, dated as of August 5, 1997 (the "APA"), by and among New
England Power Company, a Massachusetts corporation ("NEP"), The Narragansett
Electric Company, a Rhode Island corporation ("Narragansett"), and USGen New
England, Inc. (formerly named USGen Acquisition Corporation), a Delaware
corporation (the "Buyer").
Whereas, NEP, Narragansett and the Buyer are parties to the APA.
Whereas, NEP, Narragansett and the Buyer desire to amend the APA in
certain respects.
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Section 11.2 of the APA is hereby amended to delete "Subject
to Section 11.3, in" from the first line and insert in its place, "In".
Section 2. Section 12.3 of the APA is hereby also amended to delete
"Sections 11.2 and 11.3" from the second line and insert in its place,
"Section 11.2".
Section 3. Section 3.1 of the APA is hereby also amended to delete
"Sections 7.4(f)" from the seventh line and insert in its place, "Section
7.4(e)".
IN WITNESS WHEREOF, the undersigned parties hereto have executed this
Amendment No. 1 as of the date first written above.
NEW ENGLAND POWER COMPANY
By: s/ Xxxxxxx X. Xxxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
NARRAGANSETT ELECTRIC COMPANY
By: s/ Xxxxxx X. Xxxxxxx
_______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President and Treasurer
USGEN NEW ENGLAND, INC.
By: s/ M. Xxxxxxx Xxxxx
_________________________________
Name: M. Xxxxxxx Xxxxx
Title: Vice President
AMENDMENT No. 2
TO
ASSET PURCHASE AGREEMENT
Amendment No. 2, dated as of October 29, 1997, to the Asset Purchase
Agreement, dated as of August 5, 1997 (the "APA"), by and among New England
Power Company, a Massachusetts corporation ("NEP"), The Narragansett Electric
Company, a Rhode Island corporation ("Narragansett"), and USGen New England,
Inc. (formerly named USGen Acquisition Corporation), a Delaware corporation
(the "Buyer").
Whereas, NEP, Narragansett and the Buyer are parties to the APA.
Whereas, NEP, Narragansett and the Buyer desire to amend the APA in
certain respects.
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Section 1.1(a)(54) is replaced in its entirety with: ""PPA
Transfer Agreement" means the Amended and Restated PPA Transfer Agreement,
dated as of October 29, 1997, between NEP and USGen New England, Inc.
(formerly known as USGen Acquisition Corporation) and the OSP PPA Transfer
Agreement, dated as of October 29, 1997, between NEP and USGen New England,
Inc. (formerly known as USGen Acquisition Corporation)."
Section 2. Section 1.1(a)(72) is replaced in its entirety with:
""Transition Agreements" means the Amended and Restated Wholesale Standard
Offer Service Agreements, the NECO Wholesale Standard Offer Service Agreement
II and the MECO Wholesale Standard Offer Service Agreement II, dated as of
October 29, 1997, between USGen New England, Inc. (formerly known as USGen
Acquisition Corporation) on the one hand and The Narragansett Electric
Company, or Massachusetts Electric Company and Nantucket Electric Company on
the other hand."
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment No. 2 as of the date first written above.
NEW ENGLAND POWER COMPANY
By: s/ Xxxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
NARRAGANSETT ELECTRIC COMPANY
By: s/ Xxxx X. Xxxxxxxx
________________________________
Name: Xxxx X. Xxxxxxxx
Title: Assistant Treasurer
USGEN NEW ENGLAND, INC.
By: s/ M. Xxxxxxx Xxxxx
________________________________
Name: M. Xxxxxxx Xxxxx
Title: Vice President
AMENDMENT No. 3
TO
ASSET PURCHASE AGREEMENT
Amendment No. 3, dated as of May 29, 1998, to the Asset Purchase
Agreement, dated as of August 5, 1997 (the "APA"), by and among New England
Power Company, a Massachusetts corporation ("NEP"), The Narragansett Electric
Company, a Rhode Island corporation ("Narragansett"), and USGen New England,
Inc. (formerly named USGen Acquisition Corporation), a Delaware corporation
(the "Buyer").
Whereas, NEP, Narragansett and the Buyer are parties to the APA.
Whereas, NEP, Narragansett and the Buyer desire to amend the APA in
certain respects.
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Section 1.1(a)(54) is replaced in its entirety with: ""PPA
Transfer Agreement" means the Amended and Restated PPA Transfer Agreement,
dated as of October 29, 1997, between NEP and USGen New England, Inc.
(formerly known as USGen Acquisition Corporation) the OSP PPA Transfer
Agreement, dated as of October 29, 1997, between NEP and USGen New England,
Inc. (formerly known as USGen Acquisition Corporation), the PPA Transfer
Implementation Agreement - Xxxxx Haverhill Associates, dated as of May 29,
1998, between NEP and USGen New England, Inc. (formerly known as USGen
Acquisition Corporation), and any validly executed future PPA Transfer
Implementation Agreement between NEP and USGen New England, Inc."
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment No. 3 as of the date first written above.
NEW ENGLAND POWER COMPANY
By: s/ Xxxx X. Xxxxxxxx
______________________________
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
NARRAGANSETT ELECTRIC COMPANY
By: s/ Xxxx X. Xxxxxxxx
________________________________
Name: Xxxx X. Xxxxxxxx
Title: Treasurer
USGEN NEW ENGLAND, INC.
By: s/ M. Xxxxxxx Xxxxx
________________________________
Name: M. Xxxxxxx Xxxxx
Title: Vice President
AMENDMENT No. 4
TO
ASSET PURCHASE AGREEMENT
Amendment No. 4, dated as of September 1, 1998, to the Asset
Purchase Agreement, dated as of August 5, 1997 (the "APA"), by and among New
England Power Company, a Massachusetts corporation ("NEP"), The Narragansett
Electric Company, a Rhode Island corporation ("Narragansett"), and USGen New
England, Inc. (formerly named USGen Acquisition Corporation), a Delaware
corporation (the "Buyer").
Whereas, NEP, Narragansett and the Buyer are parties to the APA;
Whereas, NEP, Narragansett and the Buyer desire to amend the APA in
certain respects;
Now, therefore, in consideration of the premises and the
representations and warranties, covenants and other agreements hereinafter set
forth, the parties hereto, intending to be legally bound hereby, agree as
follows:
Section 1. Section 1.1(a)(15) of the APA is hereby replaced in its
entirety with: ""Continuing Site Agreement" means the Amended and Restated
Continuing Site/Interconnection Agreement By and Between New England Power
Company and USGen New England, Inc., dated September 1, 1998."
Section 2. Section 5.1(b) of the APA is replaced in its entirety with:
(b) The authorized capital stock of NERC consists of eight thousand
(8,000) shares of common stock, par value $1.00 per share, twenty-five shares
of which are issued and outstanding (the "Share"). Such shares of NERC Stock
have been duly authorized and validly issued, are fully paid and
non-assessable, and have not been issued in violation of the preemptive rights
of any stockholder of NERC. At the Closing, NEP will be the record and
beneficial owner of full right and title to such shares of NERC Stock, free
and clear of all Encumbrances, options, warrants, rights, calls, pledges,
trusts, voting trusts and other stockholder agreements, assess- ments,
covenants, restrictions, reservations, commitments, obligations, liabilities,
and other burdens. Assuming issuance by the SEC of an appropriate order under
the Holding Company Act, as of the Closing NEP will have the absolute and
unrestricted right, power, authority and capacity to sell the NERC Stock to
the Buyer.
Section 3. Section 9.2(d) of the APA is hereby amended to delete
"8.2(a), (b) and (c)" from the last line and insert in its place, "9.2(a), (b)
and (c)".
Section 4. Section 9.2 of the APA is hereby amended to insert Section
9.2(h), which is as follows:
(h) The Buyer shall be reasonably satisfied that all material
Environmental Permits and material Permits will be transferred to the Buyer or
obtained by the Buyer on or before the Closing Date.
Section 5. Section 12.3 of the APA is hereby amended to (i) add "3.3,
3.4, 3.5," to the third line after "3.2", (ii) add "7.2(c), 7.2(f)" to the
third line after "7.2(b)", (iii) delete "Articles X and XI" from the fifth and
sixth line and insert in its place, "Articles X, XI and XII" and (iv) delete
"Sections 5.1, 5.2 and 5.3" from the eighth line and insert in its place,
"Sections 5.1, 5.2, 5.3, 6.1, 6.2 and 6.3".
IN WITNESS WHEREOF, the undersigned parties hereto have executed
this Amendment No. 4 as of the date first written above.
NEW ENGLAND POWER COMPANY
By: s/ Xxxxxxx X. Xxxxxxx
___________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
NARRAGANSETT ELECTRIC COMPANY
By: s/ Xxxxxxx X. Xxxxxxx
___________________________________
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
USGEN NEW ENGLAND, INC.
By: /s/ Xxxxx X. Xxxxxxx
___________________________________
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
