Termination of Steam Supply Agreement Steam Supply Termination Agreement This Steam Supply Termination Agreement ("Termination Agreement") is made and entered into as of the 29th day of December, 1999, by and between THE HARTFORD STEAM COMPANY...

Termination of Steam Supply Agreement



Steam Supply Termination Agreement

 
	This Steam Supply Termination Agreement ("Termination Agreement") is made
and entered into as of the 29th day of December, 1999, by and between THE
HARTFORD STEAM COMPANY ("HSC"), a Connecticut corporation, and DOWNTOWN
COGENERATION ASSOCIATES LIMITED PARTNERSHIP (the "Partnership"), a Connecticut
limited partnership.
	WHEREAS, Independent Energy Operations, Inc. ("IEO"), a Connecticut
corporation, and HSC entered into a Steam Supply Agreement (the "Steam Supply
Agreement") as of December 3, 1987; and
	WHEREAS, IEO assigned its rights and obligations under the Steam Supply
Agreement to the Partnership by an Assignment and Acceptance Agreement, dated
August 23, 1989; and
	WHEREAS, the Partnership and HSC desire to terminate the Steam Supply
Agreement under certain conditions; and
	WHEREAS, the Partnership has entered into a Termination and Release
Agreement (the "Termination and Release Agreement") as of December 21, 1999 with
The Connecticut Light and Power Company ("CL&P"), a specially chartered
Connecticut corporation and public service company, a copy of which is attached
hereto as Exhibit A;
	NOW, THEREFORE, in consideration of the premises to and the mutual
promises contained in this Termination Agreement, the parties agree as
follows:
	1.	The Steam Supply Agreement shall terminate at 12:01 a.m. on the day
immediately following the date of payment by CL&P to the Partnership of
$5,500,000 (as that amount may be adjusted) (the "CL&P Payment"), in
accordance with Article II of the Termination and Release Agreement. 
	2.	Upon the termination of the Steam Supply Agreement, the Partnership
shall no longer deliver to HSC and HSC shall no longer take and pay for steam at
the Steam Delivery Point, as defined in the Steam Supply Agreement, and each
party to the Steam Supply Agreement shall be relieved of all further obligations
arising thereunder except as to payment and other obligations that accrued prior
to the time and date of termination.
	3.	In consideration for the Partnership's agreement to terminate the
Steam Supply Agreement prior to its scheduled termination date, HSC shall pay to
the Partnership an aggregate of $5,800,000 payable in 116 consecutive monthly
installments of $50,000 each (the "HSC Payments"), with the first payment due
and payable on the 30th day following the CL&P Payment and each
subsequent payment to be made on the same day of the month of each succeeding
month until the aggregate amount has been paid in full.  The HSC Payments shall
be made by wire transfer of immediately available funds to such account as is
designated by the Partnership (or any assignee of the Partnership) by written
notice given to HSC no later than 15 days prior to the date an HSC Payment is
due.
	4.	The Partnership may assign its right to receive the HSC Payments to
The Energy Network, Inc. ("TEN") or any other subsidiary of CTG Resources, Inc.,
a Connecticut corporation, without the prior consent of HSC.  No other
assignment of the right to receive such payment shall be permitted without the
prior written consent of HSC, which consent may not be unreasonably
withheld.
	5.	The obligations provided for in this Termination Agreement are
subject to the satisfaction or waiver by the parties of the following
conditions:
		(a)	The receipt by the Partnership of the CL&P Payment as
provided for in the Termination and Release Agreement;
		(b)	The termination of the Electricity Purchase Agreement; and
		(c)	The execution by TEN and Hartford Cogeneration Associates
Limited Partnership of a Partnership Termination Agreement in the form of
Exhibit B hereto.
	6.	Mutual Representations.  Each party represents and warrants
to the other party that:
		(a)	the execution, delivery and performance of this Termination
Agreement has been duly authorized by all necessary proceedings;
		(b)	this Termination Agreement constitutes its legal, valid and
binding obligation, enforceable against it in accordance with the terms hereof,
except as (i) such enforcement may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally, and (ii) the remedy of specific
performance and injunctive relief may be subject to equitable defenses and to
the discretion of the court before which any proceeding therefor may be brought;
and
		(c)	there is no action, suit, grievance, arbitration or proceeding
pending or, to the knowledge of such party, threatened against or affecting such
party at law or in equity, before any governmental authority that prohibits or
impairs its ability to execute and deliver this Termination Agreement or to
consummate the transactions provided for herein.
	7.	Governing Law; Jurisdiction; Waivers.  This Termination
Agreement shall be construed in accordance with and governed by the laws of the
State of Connecticut, without application of principles of conflicts of law.
EACH PARTY HEREBY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE
STATE OF CONNECTICUT FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS TERMINATION AGREEMENT AND THE TRANSACTION.  EACH PARTY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
(a) ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN
SUCH A COURT; (b) ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (c) ITS RIGHT TO A JURY TRIAL OF
ANY CLAIM RESULTING HEREFROM.
	8.	Counterparts.  This Termination Agreement may be executed in
any number of counterparts, all of which taken together shall constitute one and
the same instrument.
	9.	Amendments.  This Termination Agreement may not be amended,
supplemented or otherwise modified, and no provision of this Termination
Agreement may be waived, except by a written instrument signed by each of the
parties.
	10.	Assignments.  This Termination Agreement shall be binding
upon, and inure to the benefit of, each party and its successors and assigns;
provided that, except as set forth in Section 4 above, no party may assign or
transfer any of its rights or obligations under this Termination Agreement
without the advance written consent of the other.
	11.	Further Assurances.  Subject to the terms and conditions of
this Termination Agreement, each party shall execute and deliver such other
documents and instruments, provide such materials and information, and take such
other actions as may reasonably be necessary, proper or advisable, to the extent
permitted by applicable law, to fulfill the purposes and intent of this
Termination Agreement.
	12.	Confidentiality.  Each party shall keep confidential, and
shall not disseminate to any third party (other than on a confidential basis to
its counsel, advisors, lenders and affiliates) or use for any other purpose
(except with the written authorization of the other party), the specific terms
and conditions of this Termination Agreement and any non-public information
received from the other that is marked as confidential or proprietary unless
legally compelled by deposition, inquiry, request for documents, subpoena, civil
investigative demand or similar process, or by order of a court, commission or
tribunal of competent jurisdiction; or in order to comply with applicable rules
or requirements of any stock exchange, government department or agency or other
regulatory authority, or by requirements of any securities law or regulation or
other legal requirement.  The parties shall reasonably coordinate all publicity
specifically relating to the transaction.
	13.	Entire Agreement.  This Termination Agreement sets forth
the entire agreement of the parties with respect to the subject matter herein
and takes precedence over all prior understandings.
	14.	Expenses.  Each party shall bear all of its own costs and
expenses incurred by it to consummate the transactions provided for herein,
including fees and expenses of their respective counsel, accountants and
investment advisors.  Notwithstanding the foregoing, if a court determines that
a party has failed to perform its obligations herein, then the prevailing party
shall be entitled to recover reasonable attorneys' fees, court costs and other
reasonable expenses incurred in the enforcement or attempted enforcement of the
applicable rights and obligations set forth in this Termination Agreement or in
a successful claim for damages based on any breach of this Termination
Agreement.
	15.	Remedies.  Each party acknowledges and agrees that the
other party would be damaged irreparably in the event any of the provisions of
this Termination Agreement are not performed in accordance with their specific
terms or otherwise are breached.  Accordingly, each party agrees that the other
party shall be entitled to an injunction or injunctions to prevent breaches of
the provisions of this Termination Agreement and to enforce specifically this
Termination Agreement and the terms and provisions hereof in addition to any
other remedy to which it may be entitled, at law or in equity.  In any event, no
party shall have any liability to the other party for special, incidental,
indirect or consequential damages for any matter whatsoever associated with the
activities covered by this Termination Agreement.
	16.	Severability. If any provision of this Termination
Agreement shall be held to be invalid, illegal or unenforceable, the validity,
legality or enforceability of any of the remaining provisions shall not be in
any way affected or impaired, and, to the fullest extent possible, the
provisions hereof shall be constructed so as to give effect of the intent
manifested by all of the terms of this Termination Agreement.
		WHEREFORE, the parties have executed this Termination 

Agreement as of the date first above written. 

 
				THE HARTFORD STEAM COMPANY

 
 
				By:S/ X. X.
Xxxxxxx            &
nbsp;    
				   Name:X. X. Xxxxxxx
				   Title: Vice President

				DOWNTOWN COGENERATION ASSOCIATES LIMITED 
				 PARTNERSHIP

 
				By:  The Energy Network, Inc.
				     A General Partner

				     By:S/ X. X.
Xxxxxxx            &
nbsp;    
				        Name:X. X. Xxxxxxx
				        Title: Vice President

					  and



		         Hartford Cogeneration Associates 
		         Limited Partnership


			         A General Partner

				       By: Independent Energy
				           Operations, Inc.
				           Its General Partner

				           By:S/ Xxxx X.
Xxxxxxxxx         
					           Name: Xxxx X. Xxxxxxxxx
					           Title:President