Exhibit 10.6-b
AMENDMENT
Dated as of March 29, 2002
to
ENERGY MANAGEMENT AGREEMENT
between
LONG ISLAND LIGHTING COMPANY d/b/a LIPA
and
KEYSPAN ENERGY TRADING SERVICES LLC
Dated as of
June 26, 1997
This AMENDMENT (the "Amendment") is made and entered into as of March 29,
2002, by and between LONG ISLAND LIGHTING COMPANY d/b/a LIPA, a New York
corporation ("LIPA"), as assignee of Long Island Power Authority, and KEYSPAN
ENERGY TRADING SERVICES LLC, a New York limited liability company formerly known
as MarketSpan Trading Services LLC (the "Energy Manager"), as assignee of the
Long Island Lighting Company, to the Energy Management Agreement, by and between
LIPA and the Energy Manager, dated as of June 26, 1997 (the "EMA").
RECITALS
WHEREAS, LIPA and the Energy Manager have determined to amend the EMA to
assure LIPA the benefit of additional synergy savings associated with the
establishment of KeySpan Corporation ("KeySpan") as herein provided;
WHEREAS, LIPA and KeySpan are contemporaneously entering into certain
amendments to the Generation Purchase Right Agreement, entered into between them
dated as of June 26, 1997; and
WHEREAS, LIPA and KeySpan Electric Services LLC are contemporaneously
entering into certain amendments to the Management Services Agreement, entered
into between them as of June 26, 1997.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the EMA.
ARTICLE 2
AMENDMENTS TO EMA
Section 2.1. Amendment to Attachment B of Exhibit A to the May 27, 1998
Letter Agreement supplementing the EMA. Attachment B to Exhibit A to the letter
agreement dated May 27, 1998 between LIPA and the Energy Manager evidencing
agreement as to certain matters under the EMA is amended to read as follows:
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Synergy savings shall be equal to monthly amounts set forth
in the table below for the applicable contract months. Contract
month shall mean the number of the month from 1 to 120, in
consecutive order starting with the month in which the closing
date occurs.
Pursuant to the EMA fuel procurement function, the following
fuel synergies will be provided through fuel purchases.
Period Monthly Amount
------ --------------
($000's)
1-12 333.3
13-24 275.0
25-36 250.0
37-48 233.3
49-60 216.7
61-72 166.7
73-84 150.0
85-96 141.7
97-108 141.7
109-120 141.7
ARTICLE 3
MISCELLANEOUS
Section 3.1. Effective Date. This Amendment shall be effective on the date
on which all approvals, consents or orders (collectively, the "Approvals")
listed on the schedule referred to in Section 3.2 of this Amendment and the
schedule referred to in Section 3.2 of the Amendment dated as of March 29, 2002
(the "MSA Amendment") to the Management Services Agreement, dated as of June 26,
1997, by and between KeySpan Electric Services LLC and LIPA, have been obtained
and are in full force and effect. Upon receipt of all the Approvals, LIPA shall
evidence such receipt by delivery of a notice to the Energy Manager that all
Approvals have been obtained, together with a copy of such Approvals.
Section 3.2. Affirmation of Representations. Except as set forth on the
schedule attached hereto, all representations and warranties of the Energy
Manager set forth in Section 13.11.1 of the EMA are true and correct as of the
date hereof. Except as set forth on the schedule attached hereto, all
representations and warranties of LIPA set forth in Section 13.11.2 of the EMA
are true and correct as of the date hereof.
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Section 3.3. Termination of this Amendment. This Amendment may be
terminated by either party at any time if a final and non-appealable order,
ruling or injunction of any court of competent jurisdiction shall have been
issued and the effect of such order, ruling or injunction is to render (i) this
Amendment or the MSA Amendment invalid or unenforceable by such party, or (ii)
the approval by the Long Island Power Authority of the Amendment dated as of
March 29, 2002 (the "GPRA Amendment") to the Generation Purchase Right
Agreement, dated as of June 26, 1997, by and between KeySpan and LIPA, invalid
and thereby causing the GPRA Amendment to be invalid and unenforceable by LIPA.
Such termination shall be effective immediately upon the giving of a notice of
such termination to the other party. This Amendment may not be terminated by
either party if a final and non-appealable order, ruling or injunction of any
court of a competent jurisdiction shall have been issued and the effect of such
order, ruling or injunction is to render the approval of the GPRA Amendment
invalid for reason that the Long Island Power Authority did not seek requisite
governmental approvals.
Section 3.4. Miscellaneous. Except as amended hereby, the EMA shall remain
in full force and effect. This Amendment shall be governed, including, without
limitation, as to validity, interpretation and effect, by the Laws of the State
of New York. This Amendment may be executed in two or more counterparts which
together shall constitute a single agreement.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be executed and delivered by their duly authorized officers or representatives
as of the date first above written.
LONG ISLAND LIGHTING COMPANY
d/b/a LIPA
By /s/
------------------------
Name: Xxxxxxx X. Xxxxxx
Title:Chairman and Chief Executive
Officer
KEYSPAN ENERGY TRADING SERVICES LLC
By /s/
-------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title:Vice President and Secretary
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Schedule of Energy Manager pursuant to Section 3.2
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Schedule of LIPA pursuant to Section 3.2
None of the representations and warranties in Section 13.11.2 of the EMA
are true and correct as of the date hereof, but all of such representations and
warranties will be true and correct on the date on which all of the Approvals
listed below have been obtained.
The obligations of LIPA hereunder are subject to the receipt of the
following Approvals:
1. Approval of the Public Authorities Control Board required pursuant to
Section 51 and subsection (aa) of Section 1020-f of the Public Authorities Law;
and
2. Approval of the Comptroller of the State of New York required pursuant
to Section 1020-cc of the Public Authorities Law.
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