SETTLEMENT AGREEMENTSettlement Agreement • October 20th, 2015 • Uil Holdings Corp • Electric services
WHEREAS, this Settlement Agreement is entered into by and between UIL Holdings Corporation (“UIL”), Iberdrola USA, Inc. (“IUSA”), Iberdrola, S.A. (“Iberdrola”), Green Merger Sub, Inc. (“Merger Sub” and collectively with Iberdrola and IUSA, the “IUSA Affiliates”; UIL and the IUSA Affiliates are referred to collectively as the “Joint Petitioners”), the Attorney General of the Commonwealth of Massachusetts (“Attorney General”), and the Massachusetts Department of Energy Resources (“DOER” and collectively with the Attorney General and the Joint Petitioners, the “Settling Parties”), in connection with the petition filed by the Joint Petitioners on March 25, 2015 (“Petition”) in the above-referenced proceeding for approval of a transaction that, because UIL is a “holding company” as defined in G.L. c. 164, § 96(a), would result in a change in control of UIL (“Proposed Transaction”) and, further, because: (i) UIL is an indirect, upstream owner of The Berkshire Gas Company (“Berkshire”); and (
