Restated Purchase Agreement Sample Contracts

AMENDMENT NO. 1 to RESTATED PURCHASE AGREEMENT
Restated Purchase Agreement • May 3rd, 2006 • Uil Holdings Corp • Electric services • New York

This AMENDMENT NO. 1 (this “Amendment”), dated as of February 22, 2006, to the RESTATED PURCHASE AGREEMENT, dated as of February 14, 2006, by and between TransEnergie HQ, Inc. (“TEHQ”), TransEnergie U.S. Ltd. (“TEUS”), United Capital Investments, Inc. (“UCI,” and, together with TEHQ and TEUS, the “Sellers”), Cross-Sound Cable Company LLC (the “Company”), BBI CSC LLC (“Purchaser”), Babcock & Brown Infrastructure Limited and Babcock & Brown Investor Services Limited (collectively, the "Purchaser Guarantor”), Hydro-Quebec (“HQ”) and United Resources, Inc. (“UCI Guarantor”). Each of the Sellers, the Company, Purchaser, Purchaser Guarantor, HQ and UCI Guarantor are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

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AMENDMENT NO. 2 to RESTATED PURCHASE AGREEMENT
Restated Purchase Agreement • May 3rd, 2006 • Uil Holdings Corp • Electric services • New York

This AMENDMENT NO. 2 (this “Amendment”), dated as of February 24, 2006, to the RESTATED PURCHASE AGREEMENT, dated as of February 14, 2006, by and between TransEnergie HQ, Inc. (“TEHQ”), TransEnergie U.S. Ltd. (“TEUS”), United Capital Investments, Inc. (“UCI,” and, together with TEHQ and TEUS, the “Sellers”), Cross-Sound Cable Company, LLC (the “Company”), BBI CSC LLC (“Purchaser”), Babcock & Brown Infrastructure Limited and Babcock & Brown Investor Services Limited (collectively, the "Purchaser Guarantor”), Hydro-Quebec (“HQ”) and United Resources, Inc. (“UCI Guarantor”), as amended. Each of the Sellers, the Company, Purchaser, Purchaser Guarantor, HQ and UCI Guarantor are sometimes referred to individually herein as a “Party” and collectively as the “Parties.”

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