EXHIBIT B.1
EXECUTION COPY
TITLE TRANSFER AGREEMENT
BETWEEN
CONNECTICUT RESOURCES RECOVERY AUTHORITY
AND
THE CONNECTICUT LIGHT AND POWER COMPANY
December 22, 2000
TABLE OF CONTENTS
Page
1. Definitions
2. Acquisition of Assets by CRRA
2.1 Acquisition Of Assets
2.2 Excluded Assets
2.3 Assumption of Liabilities
2.4 Excluded Liabilities
2.5 Purchase Price
2.6 Adjustments to Initial Closing Price
2.7 [Reserved]
2.8 Proration
2.9 The Closing
2.10 Deliveries by CL&P at the Closing Date
2.11 Deliveries by CRRA at the Closing
3. Representations, Warranties and Disclaimers of CL&P
3.1 Organization of CL&P
3.2 Authorization
3.3 Noncontravention
3.4 Brokers' Fees
3.5 Title to Acquired Assets
3.6 Legal and Other Compliance; Permits
3.7 Taxes
3.8 Contracts and Leases
3.9 Insurance
3.10 Litigation
3.11 Condemnation
3.12 Regulation as a Utility
3.13 Assets Used in Operation of the Facilities
3.14 Year 2000 Computer Problem
3.15 Employees
3.16 No Knowledge of CRRA's Breach
3.17 Disclaimers Regarding Acquired Assets
4. Representations and Warranties of CRRA
4.1 Organization of CRRA
4.2 Authorization of Transaction
4.3 Noncontravention
4.4 Brokers' Fees
4.5 Litigation
4.6 Availability of Funds
4.7 "As Is"
4.8 Qualified Buyer
4.9 No Knowledge of CL&P's Breach
5. Covenants
5.1 General
5.2 Notices, Consents and Approvals
5.3 Operation of Business
5.4 Full Access; Year 2000 Computer Problem
5.5 Pre-Closing Notice
5.6 Further Assurances
5.7 Employee Matters
5.8 Access after Closing to CRRA and CL&P Records
5.9 NEPOOL
5.10 Risk of Loss
5.11 Regulatory Approval Process
5.12 Remediation under Environmental Laws,
including the Connecticut Transfer Act
5.13 Discharge of Environmental Liabilities
6. Conditions to Obligation to Close
6.1 Conditions to Obligation of CRRA to Close
6.2 Conditions to Obligation of CL&P to Close
7. Confidentiality
8. Taxes
9. Survival of Representations and Warranties;
Effect of Closing and Indemnification
9.1 Survival of Representations and Warranties;
Survival of Covenants and Agreement
9.2 Effect of Closing
9.3 Indemnity by CL&P
9.4 Indemnity by CRRA
9.5 Exclusive Remedy
9.6 Matters Involving Third Parties
9.7 Net of Taxes and Insurance
9.8 No Recourse
10. Termination
10.1 Termination of Agreement
10.2 Termination of Termination Agreement
10.3 Effect of Termination
11. Miscellaneous
11.1 Press Releases and Public Announcements
11.2 No Third Party Beneficiaries
11.3. No Joint Venture
11.4 Entire Agreement
11.5 Succession and Assignment
11.6 Counterparts
11.7 Headings
11.8 Notices
11.9 Governing Law
11.10 Change in Law
11.11 Nondiscrimination in Employment
11.12 Amendments and Waivers
11.13 Severability
11.14 Expenses
11.15 Construction
11.16 Incorporation of Exhibits and Schedules
11.17 Specific Performance
11.18 Dispute Resolution
11.19 Impairment of Obligations
11.20 No Consequential Damages
TITLE TRANSFER AGREEMENT
This Title Transfer Agreement (the "Agreement") is entered into as of
December 22, 2000, by and between Connecticut Resources Recovery Authority, a
public instrumentality and political subdivision of the State of Connecticut
("CRRA"), and The Connecticut Light and Power Company, a specially chartered
Connecticut corporation ("CL&P"). CRRA and CL&P are each referred to herein
as a "Party" or, collectively as the "Parties."
RECITALS:
(A) Pursuant to Section 16-244e of the Connecticut General Statutes
("C.G.S.") (Section 6 of Public Act No. 98-28, an Act Concerning Electric
Restructuring) and in accordance with the divestiture plan approved by the
Connecticut Department of Public Utility Control ("CDPUC") in Docket No. 98-
10-08, CL&P was obligated to unbundle and separate all of its generation
assets from its transmission and distribution functions and it intended to do
so by public auction.
(B) CRRA has the power to acquire property by condemnation pursuant to
Section 22a-266(a)(7) and 22a-276 of the C.G.S.
(C) Because of the possibility that a third party at a public auction
could acquire the Acquired Assets, as hereinafter defined, CRRA threatened to
take them by condemnation for the purpose of securing its investment and long
term interest in the Acquired Assets, which it considered to be in
furtherance of the public interest.
(D) CRRA applied to the CDPUC under Section 16-43 of the C.G.S. for
approval of such condemnation and in Order No. 2, Docket No. 99-06-27, the
CDPUC approved the acquisition of the Acquired Assets by CRRA by condemnation
against CL&P. On November 13, 2000, the Parties requested a clarification
from the CDPUC with respect to the transfer in lieu of condemnation
contemplated hereunder.
(E) Under the threat of said condemnation, CL&P and CRRA have been
negotiating the terms and conditions under which the Acquired Assets can be
obtained by CRRA from CL&P and have now concluded their negotiations and wish
to set forth their understandings in this Agreement so that a transfer of the
Acquired Assets can be made in lieu of a condemnation.
In consideration of the premises and the mutual promises herein made, and
in consideration of the representations, warranties, and covenants herein
contained, the Parties agree as follows:
1. Definitions.
"Acquired Assets" has the meaning set forth in Section 2.1.
"Act" means "An Act Concerning Electric Restructuring," Connecticut
Public Act No.98-28.
"Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
"Agreement" has the meaning set forth in the preamble above.
"Air Emission Credit" means a reduction of emissions of carbon dioxide,
nitrogen oxides, volatile organic compounds or other air pollutants from a
stationary, mobile or area source that is certified by a Governmental
Authority for use to offset or authorize emission of air pollutants,
including
an Emission Reduction Credit or ERC.
"Allowance" means (i) an "Allowance" to emit up to one (1) ton of sulfur
dioxide as defined in Section 7651a(3) of the Clean Air Act; or (ii) the
limited authorization to emit up to one ton of nitrogen oxides during a
specified control period as defined in R.C.S.A. 22a-174-22a or any similar
governmental authorization to emit air pollutants.
"Asset Demarcation Agreement" means the asset demarcation agreement of
even date herewith, between the Parties.
"Assumed Liabilities" has the meaning set forth in Section 2.3.
"Bill of Sale" means the form of bill of sale by which the title to the
personal property shall be conveyed to CRRA, substantially in the form
attached hereto as Exhibit A.
"Business Day" means any day other than Saturday, Sunday or a day on
which banks are legally closed for business in Hartford, Connecticut.
"Capital Commitments" means all binding contractual commitments to make
capital expenditures relating to the Acquired Assets, Facilities or Real
Property incurred by CL&P during the Interim Period that extend beyond the
Closing Date that have been approved by CRRA, including the Pre-Approved
Capital Expenditures.
"C.G.S." means Connecticut General Statutes.
"CL&P's Regulatory Approvals" means those approvals identified on
Schedule 6.1(c) hereto to be obtained by CL&P, without appeal or contest, as
a
condition to the Closing.
"Closing" has the meaning set forth in Section 2.9.
"Closing Adjustment" has the meaning set forth in Section 2.6(c).
"Closing Date" has the meaning set forth in Section 2.9.
"Closing Price Adjustment" has the meaning set forth in Section 2.6.
"Closing Price" has the meaning set forth in Section 2.5.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commercially Reasonable Efforts" means efforts which are reasonably
within the contemplation of the Parties at the Execution Date and which do
not require the performing Party to expend any funds other than expenditures
which are customary and reasonable in transactions of the kind and nature
contemplated by this Agreement in order for the performing Party to satisfy
its obligations hereunder.
"Contracts" has the meaning set forth in Section 2.1(e).
"CRRA Material Adverse Effect" means any material adverse change in, or
effect on, the business, financial condition, operations, costs, results of
operations or future prospects of CRRA, including any change or effect that
is
materially adverse to CRRA's ability to own, operate or use or which increase
the cost of operations of the Acquired Assets as so owned, operated and used
by CL&P prior to the Execution Date, taken as a whole; provided that any
change or effect that is cured prior to the Closing shall not be considered a
CRRA Material Adverse Effect; and provided, further, that any change or
effect
having a value of two (2%) percent of the Closing Price or less shall not be
deemed to be a CRRA Material Adverse Effect.
"CRRA's Regulatory Approvals" means those approvals identified on
Schedule 6.1(d) attached hereto to be obtained by CRRA as a condition to
CRRA's obligations to proceed with the Closing under this Agreement.
"Deed" means the form of deed by which the Real Property shall be
conveyed to CRRA, substantially in the form of deed attached hereto as
Exhibit
B.
"Disclosing Party" has the meaning set forth in the definition of
Proprietary Information.
"DPUC" or "CDPUC" means the Connecticut Department of Public Utility
Control.
"DPUC Approval" means the order or orders in Docket No. 99-06-27 of the
DPUC approving the transfer of the Acquired Assets from CL&P to CRRA and any
further orders required, if by law, to approve this Agreement and the Related
Agreements and the consummation of the transactions contemplated hereby and
thereby and all related matters, including without limitation approval of the
amount of the proceeds for the transfer of the Acquired Assets from CL&P to
CRRA, such order or orders to be in a form which is final, unconditional and
unappealable by any Person, including exhaustion of all administrative and
judicial appeals or remedies and the running of time periods and statutes of
limitation for rehearing and judicial review.
"Effective Date" has the meaning set forth in the Termination Agreement.
"EGF" means the electric generating station located on the Real Property
and commonly known as the South Meadow generating facility.
"EGF License" means the Operating, Access and License Agreement of even
date herewith, between the Parties regarding the EGF.
"Employee Benefit Plan" means any (a) nonqualified deferred compensation
or retirement plan or arrangement which is an Employee Pension Benefit Plan,
(b) qualified defined contribution retirement plan or arrangement which is an
Employee Pension Benefit Plan, (c) qualified defined benefit retirement plan
or arrangement which is an Employee Pension Benefit Plan (including any
Multiemployer Plan), (d) Employee Welfare Benefit Plan or material fringe
benefit plan or program or (e) profit sharing, bonus, stock option, stock
purchase, equity, stock appreciation, deferred compensation, incentive,
severance plan or other benefit plan.
"Employee Pension Benefit Plan" has the meaning set forth in ERISA 3(2).
"Employee Welfare Benefit Plan" has the meaning set forth in ERISA 3(1).
"Employees" means collectively those employees who accepted an offer of
employment with CRRA or the Operator pursuant to Section 2.7(b) of the Jet
License.
"Employees' Records" mean all personnel records maintained by CL&P
relating to the Employees to the extent such files contain (i) names,
addresses, dates of birth, job titles and descriptions; (ii) starting dates
of employment; (iii) salary and benefits information; (iv) resumes and job
applications; and (v) any other documents that CL&P is not prohibited by Law
and/or without the consent of an Employee to deliver to CRRA or its designee.
"Employer" means CRRA (or, to the extent that CRRA causes the Operator to
fulfill its obligations under Section 5.7, the Operator) in its capacity as
the employer of the Employees.
"Environment" means soil, land surface or subsurface strata, real
property, surface waters, groundwater, wetlands, sediments, drinking water
supply, ambient air (including indoor air) and any other environmental medium
or natural resource.
"Environmental Claim" means a claim by any Person based upon a breach of
Environmental Laws or an Environmental Liability alleging loss of life,
injury
to persons (including, without limitation, toxic torts), property or
business,
damage to natural resources or trespass to property, whether or not such
loss,
injury, damage or trespass arose or was made manifest before the Closing Date
or arises or becomes manifest after the Closing Date.
"Environmental Laws" means all applicable Laws and any binding
administrative or judicial interpretations thereof relating to: (a) the
regulation, protection and use of the Environment; (b) the conservation,
management, development, control and/or use of land, natural resources and
wildlife; (c) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation, or handling of, or exposure to, any
Hazardous Substances; or (d) noise; and includes, without limitation, the
following federal statutes (and their implementing regulations): the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended; the Solid Waste Disposal Act, as amended, 42 U.S.C. 6901 et seq.;
the Federal Water Pollution Control Act of 1972, as amended, 33 U.S.C. 1251
et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. 2601
et.seq.; the Clean Air Act of 1970, as amended, 42 U.S.C. 7401 et seq.; the
Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. 136
et seq.; the Coastal Zone Management Act of 1972, as amended, 16 U.S.C. 1451
et seq.; the Oil Pollution Act of 1990, as amended, 33 U.S.C. 2701 et. seq.;
the Rivers and Harbors Act of 1899, as amended, 33 U.S.C. 401 et seq.; the
Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801 et seq.;
the Endangered Species Act of 1973, as amended, 16 U.S.C. 1531 et. seq.; the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et
seq.; and the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f)
et
seq.; and all analogous or comparable state statutes and regulations,
including,
without limitation, the Connecticut Transfer Act, as amended, C.G.S. Section
22a-134 et seq.; and the RSRs.
"Environmental Liabilities" means any Liability under or related to
Environmental Laws arising as a result of or in connection with (i) any
violation or alleged violation of Environmental Law prior to, on or after the
Closing Date, with respect to the ownership, operation or use of the Site;
(ii) any Environmental Claims caused (or allegedly caused) by the presence or
Release of Hazardous Substances at, on, in, under, or migrating from the Site
prior to, on or after the Closing Date; (iii) the investigation and/or
Remediation of Hazardous Substances that are present or have been Released
prior to, on or after the Closing Date at, on, in, under, or migrating from
the Site; (iv) compliance with Environmental Laws on or after the Closing
Date with respect to the ownership or operation or use of the Site; (v) any
Environmental Claim arising from or relating to the off-site disposal,
treatment, storage, transportation, discharge, Release or recycling, or the
arrangement for such activities, of Hazardous Substances, on or after the
Closing Date, in connection with the ownership or operation of the Site; and
(vi) the investigation and/or Remediation of Hazardous Substances that are
generated, disposed, treated, stored, transported, discharged, Released or
recycled, or the arrangement of such activities, of Hazardous Substances, on
or after the Closing Date, in connection with the ownership or operation of
the Site, at any Offsite Disposal Facility.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"Estimated Adjustment" has the meaning set forth in Section 2.6(c).
"Estimated Closing Statement" has the meaning set forth in Section
2.6(c).
"Event of Loss" has the meaning set forth in Section 5.10.
"Excluded Assets" has the meaning set forth in Section 2.2.
"Excluded Liabilities" has the meaning set forth in Section 2.4.
"Execution Date" means the date on which this Agreement has been duly
executed and validly delivered by the Parties.
"Exhibits" means the exhibits to this Agreement.
"Facilities" means the EGF and the Jets.
"FERC" means the Federal Energy Regulatory Commission, or its regulatory
successor, as applicable.
"FERC Applications" has the meaning set forth in Section 5.11.
"Final Closing Price" has the meaning set forth in Section 2.5.
"GAAP" means United States generally accepted accounting principles as
in effect from time to time.
"Good Utility Practices" means any of the practices, methods and acts
engaged in or approved by a majority of the electric utility industry during
the relevant time period, or any of the practices, methods or acts which, in
the exercise of reasonable judgment in light of the facts known at the time
the decision was made, could have been expected to accomplish the desired
result at a reasonable cost consistent with good business practices,
reliability, safety and expedition. Good Utility Practices are not intended
to be limited to the optimum practice, method or act to the exclusion of all
others, but rather to be acceptable practices, methods or acts generally
accepted in the region.
"Governmental Authority" means any federal, state, local or other
governmental, regulatory or administrative agency, commission, department,
board, or other governmental subdivision, court, tribunal, arbitral body or
other governmental authority, but excluding CRRA and any subsequent owner of
the Real Property (if otherwise a Governmental Authority under this
definition).
"Group Health Plan" has the meaning set forth in 5000(b)(1) of the Code.
"Hazardous Substance" means (a) any petrochemical or petroleum products,
oil, waste oil, asbestos in any form that is or could become friable, urea
formaldehyde foam insulations, lead-based paint and polychlorinated
biphenyls;
(b) any products, mixtures, compounds, materials or wastes, air emissions,
toxic substances, wastewater discharges and any chemical, material or
substance that may give rise to liability pursuant to, or is listed or
regulated under, or the human exposure to which or the Release of which is
controlled or limited by applicable Environmental Laws; and (c) any materials
or substances defined in Environmental Laws as "hazardous", "toxic",
pollutant", or "contaminant", or words of similar meaning or regulatory
effect.
"Improvements" means all buildings, structures (including all fuel
handling and storage facilities), machinery and equipment, fixtures,
construction in progress, including all piping, cables and similar equipment
forming part of the mechanical, electrical, plumbing or HVAC infrastructure
of
any building, structure or equipment, and including all generating units,
located on and affixed to the underlying real property.
"Indemnified Party" has the meaning set forth in Section 9.6(a).
"Indemnifying Party" has the meaning set forth in Section 9.6(a).
"Initial Closing Price" has the meaning set forth in Section 2.5.
"Inspections" means all tests, reviews, examinations, inspections,
investigations, verifications, samplings and similar activities conducted by
any Party or such Party's agents or representatives with respect to the
Acquired Assets prior to the Closing.
"Interconnection Agreement" means the interconnection and operations
agreement of even date herewith, between the Parties.
"Interim Period" means that period of time commencing on the Execution
Date and ending on the earlier to occur of the Effective Date, or the Closing
Date.
"Inventory" or "Inventories" means certain fuel inventories, materials,
spare parts, consumable supplies and chemical and gas inventories located at
the Real Property and identified in Schedule 2.1(b).
"ISO New England" means ISO New England, Inc., the independent system
operator as established or designated by NEPOOL.
"Jet License" means the operating and license agreement dated May 30,
2000, between the Parties regarding the Jets, as amended.
"Jets" means the four Pratt & Whitney FT4 gas turbine generating units
located on the Real Property, as more particularly described in the Jet
License.
"Knowledge" means the actual, current knowledge, after due inquiry, of
the corporate officers charged with responsibility for the particular
function
at the date of this Agreement, or, with respect to any certificate delivered
pursuant to this Agreement, the date of delivery of the certificate.
"Laws" means all laws, rules, regulations, codes, injunctions, judgments,
orders, decrees, rulings, interpretations, constitution, ordinance, common
law, or treaty, of any federal, state, local municipal and foreign,
international, or multinational government or administration and related
agencies.
"Liability" or "Liabilities" means any liability or obligation (whether
known or unknown, whether asserted or unasserted, whether absolute or
contingent, whether accrued or unaccrued, whether liquidated or unliquidated,
whether incurred or consequential and whether due or to become due).
"License Commencement Date" means June 1, 2000, the commencement date for
the term under the Jet License.
"Licensed Environmental Professional" means an environmental professional
licensed pursuant to C.G.S. Section 22a-133v.
"Lien" means any mortgage, pledge, lien, security interest, charge,
claim, equitable interest, encumbrance, restriction on transfer, conditional
sale or other title retention device or arrangement (including, without
limitation, a capital lease), transfer for security for the payment of any
indebtedness, or restriction on the creation of any of the foregoing, whether
relating to any property or right or the income or profits therefrom;
provided, however, that the term "Lien" shall not include any of the
following "Permitted Encumbrances": (i) Liens for Taxes or other charges or
assessments by any Governmental Authority to the extent that the payment
thereof is not in arrears or otherwise due or is being contested in good
faith; (ii) encumbrances in the nature of zoning restrictions, building
and land use
laws,
ordinances, orders, decrees, restrictions or any other conditions imposed by
any Governmental Authority which are not violated as of the Closing to the
extent that they are applicable to the Real Property or the Facilities; (iii)
easements (including without limitation, the Reserved Easements and any other
easement or like right granted by an instrument executed in connection with
this Agreement or the Related Agreements or the transactions contemplated
hereby or thereby, but excluding such encumbrances that secure indebtedness),
rights, restrictions, title imperfections and similar matters including such
matters as are set forth in any applicable FERC license or exemption on the
uses of property if the same do not materially detract from the operation or
use of such property in the business of CL&P as conducted on the Execution
Date; (iv) deposits or pledges made in connection with, or to secure payment
of, worker's compensation, unemployment insurance, old age pension programs
mandated under applicable laws or other social security regulations; (v)
statutory or common law liens in favor of carriers, warehousemen, mechanics
and materialmen, statutory or common law liens to secure claims for labor,
materials or supplies and other like liens, which, in the case of clauses (i)
through (v), inclusive, secure obligations to the extent that payment thereof
is not in arrears or otherwise due and which have been incurred under Good
Utility Practices; (vi) any Lien with respect to the Acquired Assets that
arises under Good Utility Practices and is not material to the operation or
use of the Acquired Assets in the business of CL&P as conducted on the
Execution Date; (vii) any Lien or title imperfection with respect to the
Acquired Assets created by or resulting from any act or omission of CRRA;
(viii) all matters discoverable based on a review of an accurate survey of
the
Real Property; and (ix) matters set forth on Schedule 2. l(a)(ii).
"Losses" has the meaning set forth in Section 9.3.
"Major Loss" has the meaning set forth in Section 5.10(b).
"Map" means the map entitled: "Map Showing Property of The Connecticut
Light & Power Company To Be Conveyed To Connecticut Resources Recovery
Authority Maxim & Reserve Roads Hartford, Connecticut" prepared by HRP
Associates, Inc. 167 New Britain Avenue, Plainville, CT 06062 Date Dec. 15,
2000 Scale 1" = 100' Sheets 1, 2, 3 and 4 of 4", a copy of which is
attached hereto as Exhibit C.
"Material Adverse Effect" means any change in, or effect on, the Acquired
Assets that is materially adverse to the operations or condition of the
Acquired Assets as operated by CL&P on the Execution Date, taken as a whole,
other than any such change or effect resulting from (a) changes in the
international, national, regional or local wholesale or retail markets for
electric power or fuel used in connection with the Acquired Assets; (b)
changes in the North American, national, regional or local electric
transmission systems or the operation thereof or the costs imposed on
generators of electricity in connection with the use of such electric
transmission systems; or (c) any order of any Governmental Authority, or
legislation applicable to providers of generation, transmission or
distribution of electricity generally that imposes restrictions, regulations
or other requirements thereon; provided that any change or effect that is
cured prior to Closing shall not be considered a Material Adverse Effect.
"Mid-Connecticut Documents" means the documents between the Parties
listed on Exhibit D hereto.
"Mortgage Indenture" means that certain Indenture of Mortgage and Deed of
Trust between CL&P and Bankers Trust Company, as Trustee, dated as of May 1,
1921, as supplemented and amended.
"Multiemployer Plan" has the meaning set forth in ERISA 3(37).
"NEPOOL" means the New England Power Pool, established by the NEPOOL
Agreement, or its successor.
"NEPOOL Agreement" means the New England Power Pool Agreement, dated
September 1, 1971, as amended by the Restated New England Power Pool
Agreement
filed with FERC on July 22, 1998, as finally approved by FERC and as further
amended from time to time.
"Offsite Disposal Facility" means a location, other than the Site, which
receives or received Hazardous Substances for storage, treatment or disposal
by CL&P prior to the Closing Date or by CRRA after the Closing Date. For
purposes of this Agreement, Offsite Disposal Facility does not include any
location to which Hazardous Substances Released at the Site have migrated
through the Environment from the Site.
"Operator" means the Person from time to time retained by CRRA to
operate, maintain, repair and replace the Jets.
"Parcel 1" means the real property and Improvements located thereon
designated as "Parcel 1" on the Map.
"Party" and "Parties" have the meanings set forth in the preamble above.
"Permits" means all certificates, licenses, permits, approvals, consents,
orders, decisions and other actions of a Governmental Authority pertaining to
a particular Acquired Asset, or the ownership, operation or use thereof.
"Permitted Encumbrances" has the meaning set forth in the definition of
Lien.
"Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, a limited
liability company, an unincorporated organization, or a governmental entity
(or any department, agency, or political subdivision thereof).
"Pre-Approved Capital Expenditures" means those capital expenditures set
forth on Schedule 2.6(a)(i).
"Property Tax Agreement" means the real and personal property tax
allocation agreement of even date herewith, between the Parties.
"Proprietary Information" means all information about either Party (the
"Disclosing Party") or its properties or operations furnished to the other
Party (the "Receiving Party") or its Representatives by the Disclosing Party
or its Representatives, after the date hereof, regardless of the manner or
medium in which it is furnished, and marked confidential, proprietary or with
similar protections at the time of disclosure. Proprietary Information does
not include information that (a) is or becomes generally available to the
public, other than as a result of a disclosure by the Receiving Party or its
Representatives in violation of this Agreement; (b) was available to the
Receiving Party on a non-confidential basis prior to its disclosure by the
Disclosing Party or its Representatives; (c) becomes available to the
Receiving Party on a non-confidential basis from a Person, other than the
Disclosing Party or its Representatives, who, to the Receiving Party's actual
knowledge, is not otherwise bound by a confidentiality agreement with the
Disclosing Party or its Representatives, or is not otherwise under any
obligation to the Disclosing Party or any of its Representatives not to
transmit the information to the Receiving Party or its Representatives, or
(d)
the Disclosing Party discloses to others on a non-confidential basis.
"Purchase Option" means the option agreement of even date herewith,
between the Parties, relating to the Retained Parcel.
"R.C.S.A." means Regulations of Connecticut State Agencies.
"Real Property" has the meaning set forth in Section 2.1(a).
"Receiving Party" has the meaning set forth in the definition of
Proprietary Information.
"Reciprocal License" means the Reciprocal License Agreement of even date
herewith, between the Parties.
"Related Agreements" means the Property Tax Agreement, the
Interconnection Agreement, the Asset Demarcation Agreement, the Release of
Mortgage Indenture, the Purchase Option, the EGF License, the Reciprocal
License, the Deed and the Bill of Sale.
"Release" means any actual, threatened or alleged spilling, leaking,
pumping, pouring, emitting, dispersing, emptying, discharging, injecting,
escaping, leaching, dumping, or disposing of any Hazardous Substance into the
Environment that may cause an Environmental Liability (including the disposal
or abandonment of barrels, containers, tanks or other receptacles containing
or previously containing any Hazardous Substance).
"Release of Mortgage Indenture" means the form of release substantially
in the form attached hereto as Exhibit E.
"Remediation" means any or all of the following activities to the extent
required to address the presence or Release of Hazardous Substances: (a)
monitoring, investigation, assessment, treatment, cleanup, containment,
removal, mitigation, response or restoration work as well as obtaining any
permits, consents, approvals or authorizations of any Governmental Authority
necessary to conduct any such activity; (b) preparing and implementing any
plans or studies for any such activity; (c) obtaining a written notice from a
Governmental Authority with competent jurisdiction under Environmental Laws
or
a written opinion of a Licensed Environmental Professional, as contemplated
by
the relevant Environmental Laws and in lieu of a written notice from a
Governmental Authority, that no material additional work is required; and (d)
any other activities reasonably determined by a Party to be necessary or
appropriate or required under Environmental Laws.
"Representative" means, as to any Person, such Person's Affiliates and
its and their directors, officers, employees, agents, advisors (including,
without limitation, financial advisors, counsel and accountants).
"Reserved Easements" has the meaning set forth in the Deed and shall be
deemed to include Related Covenants and Agreements (as defined in the Deed).
"Retained Parcel" means the real property and Improvements designated as
"Parcel 3" on the Map (and consisting of Parcels 3A and 3B).
"RSRs" means the Connecticut Remediation Standard Regulations, as
amended, R.C.S.A. Section 22a-133k-l et seq.
"Schedule" means a schedule to this Agreement.
"SEC" means the Securities and Exchange Commission.
"Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.
"Site" means collectively the Real Property and Improvements forming a
part of, or used or usable in connection with the Facilities, and the
Retained
Parcel. Any reference to a Site shall include, by definition, the surface
and
subsurface elements, including the soils and groundwater present at such
Site,
and any reference to items "at the Site" shall include all items "at, on, in,
upon, over, across, under and within" the Site.
"T&D" means the transmission and distribution of electricity.
"T&D Assets" means the transmission, distribution, communication,
substation and other assets necessary to current or future T&D Operations of
CL&P.
"T&D Operations" means the process of conducting and supporting T&D.
"Tax" or "Taxes" means any federal, state, local, or foreign income,
gross receipts, license, payroll, employment, excise, severance, stamp,
occupation, premium, windfall profits, environmental (including taxes under
the Code), customs duties, capital stock, franchise, profits, withholding,
social security (or similar, including FICA), unemployment, disability, real
property, personal property, sales, use, transfer, registration, value added,
alternative or add-on minimum, estimated, or other tax of any kind
whatsoever,
including any interest, penalty, or addition thereto, whether disputed or
not.
"Tax Return" means any return, declaration, report, claim for refund, or
information return or statement relating to Taxes, including any schedule or
attachment thereto, and including any amendment thereof.
"Termination Agreement" means the Mid-Connecticut Project Termination,
Assignment and Assumption Agreement of even date herewith among the Parties
and Enron Power Marketing, Inc.
"Third Party" means a Person who is not a Party, an Affiliate of a Party,
a Representative of a Party, a Representative of an Affiliate of a Party or a
shareholder of any of a Party, a Party's Affiliate or a Party's
Representative.
"Third Party Claim" has the meaning set forth in Section 9.6(a).
"Title Commitment " has the meaning set forth in Section 3.5.
"Trademarks" means any trademarks, service marks, trade dress, and logos,
together with all translations, adaptations, derivations, and combinations
thereof and including all goodwill associated therewith.
"Transferable Permits" has the meaning set forth in Section 3.6(b).
"Year 2000 Computer Problem" means the failure or inability of any
hardware, software, or firmware product (including embedded microcontrollers
in non-computer equipment) to correctly differentiate between years, in
different centuries, which years end in the same two digits, or accurately
process date/time data (including, but not limited to, calculating,
comparing,
and sequencing) from, into and between the twentieth and twenty-first
centuries, including leap year calculations and includes any of such failures
or "clean up" problems occurring on and after January 1, 2000.
2. Acquisition Of Assets by CRRA.
2.1 Acquisition of Assets. CRRA agrees to purchase from CL&P on the
Closing Date, subject to and upon the terms and conditions contained herein,
free and clear of any Lien, all of the right, title and interest of CL&P in
and to the following properties and assets owned by CL&P constituting, or
used in and necessary for the operation of, the Facilities (collectively, the
"Acquired Assets"):
(a) the real property, Improvements thereon, air rights arising
therefrom, easements and other rights in real property designated as "Parcel
2" on the Map and further described in Schedule 2.1(a)(i), but subject to the
reservations, agreements, terms and conditions in the Deed, and to the
Permitted Encumbrances, including, without limitation, the matters set forth
in Schedule 2.l(a)(ii) (the "Real Property");
(b) the machinery, equipment, furniture, intellectual property and
other personal property owned by CL&P and located at the Facilities and
Inventories (including without limitation the items of personal property
described on Schedule 2.1(b), all applicable warranties against manufacturers
or vendors, to the extent that such warranties are transferable without
action by CL&P beyond that contemplated hereunder), in each case as in
existence on the Execution Date, but excluding such items disposed of by CL&P
in the ordinary course of business and in accordance with Good Utility
Practices during the Interim Period, and including such additional items as
may be acquired by CL&P for use in connection with the Acquired Assets in the
ordinary course of business during the Interim Period, subject, in either
instance, in the case of Inventory, to Section 5.3(b));
(c) [reserved]
(d) all Transferable Permits relating to ownership or operation of the
Facilities as set forth in Schedule 2.1(d);
(e) those contracts, agreements and personal property leases which are
material to the operation of the Facilities and which are set forth in
Schedule 2.1(e) (the "Contracts"), and all other contracts which relate
exclusively to the operation of the Facilities, except as provided in Section
2.2; provided that CL&P shall retain the rights and interests under any
Contract to the extent such rights and interests provide for indemnity and
exculpation rights for pre-Closing occurrences for which CL&P remains liable
under this Agreement;
(f) all books, operating records, engineering designs, blueprints, as-
built plans, specifications, procedures, studies, reports and equipment
repair, safety, maintenance or service records of CL&P relating specifically
to the operation of the Facilities, including the Employees' Records, but
expressly excluding financial records, employees records (other than the
Employees' Records) and books of account;
(g) the rights of CL&P to the use of the name of the Facilities set
forth in Schedule 2.1(g); and
(h) all rights of CL&P in and to any causes of action against a Third
Party relating to any of the Acquired Assets or any Assumed Liability,
whether received as a payment or credit against future liabilities,
including, without limitation, insurance proceeds, condemnation awards and
cash payments under warranties covering the Acquired Assets to the extent any
such cause of action and/or payments do not relate to any of the Excluded
Assets and/or Excluded Liabilities.
2.2 Excluded Assets. Notwithstanding anything to the contrary in this
Agreement, there shall be excluded from the Acquired Assets to be acquired by
CRRA as provided herein, and to the extent in existence on the Execution Date
or on the Closing Date, there shall be retained by CL&P, any and all right,
title or interest to the following assets, properties and rights
(collectively, the "Excluded Assets"):
(a) as identified on Schedule 2.2(a), in the Deed, in the Asset
Demarcation Agreement or any document or exhibit referred to or incorporated
in the Asset Demarcation Agreement and/or the Deed, the property comprising
or constituting any or all of the T&D Assets located at the Site (whether or
not regarded as a "transmission" or "distribution" asset for regulatory or
accounting purposes), including all switchyard facilities, substation
facilities and support equipment, as well as all Permits and contracts, to
the extent they relate to the T&D Assets, and those certain assets and
facilities identified for use or used by CL&P or others subject, however, to
the right of CRRA to relocate any or all of said T&D Assets that are located
on the Site to elsewhere on the Site at CRRA's expense (in which case, the
Parties shall reasonably coordinate to minimize the disruption of CL&P's
operations and to avoid, to the fullest extent possible, any threat to
transmission or distribution system reliability and/or the provision of
energy services to CL&P's customers);
(b) all cash, accounts and notes receivable, checkbooks and canceled
checks, bank deposits and property or income tax receivables or any other Tax
refunds to the extent allocable to a period ending on or before the Closing
Date;
(c) all contracts, instruments or other agreements relating to the sale
by CL&P of electric capacity or energy under wholesale rates, or otherwise
subject to regulation by the FERC;
(d) all rights of CL&P in and to any causes of action against a Third
Party relating to any period through the Closing Date, whether received as a
payment or credit against future liabilities, including, without limitation,
any rights or interests in respect of any refunds relating to property Taxes
paid by CL&P for any period prior to the Closing Date, insurance proceeds,
condemnation awards and cash payments under warranties covering the Acquired
Assets to the extent such payments relate to warranty claims made by CL&P
prior to the Closing Date, but excluding (i) any such rights of CL&P to the
extent the associated Third Party claims relate to (A) an Assumed Liability,
or (B) the repair or replacement by CRRA, at its sole expense, of Acquired
Assets necessary to operate the Facilities after the Closing Date; and (ii)
for any property Tax refund, that portion allocable to any Tax that CRRA has
paid (A) through the pro-ration between the Parties in accordance with
Section 2.8(a), or (B) under the Mid-Connecticut Documents;
(e) all rights of CL&P to the words "CL&P" and "The Connecticut Light
and Power Company" and any Trademark which is composed of or comprises any
derivative thereof;
(f) all Allowances and Air Emission Credits, including, without
limitation, those which CL&P has purchased with respect to the Facility; and
(g) all rights of CL&P under the Mid-Connecticut Documents.
2.3 Assumption of Liabilities. On the terms and subject to the
conditions set forth herein, from and after the Closing Date, CRRA will
assume and satisfy and perform all of the Liabilities of CL&P in respect of,
or otherwise arising from the operation or use of the Acquired Assets, other
than the Excluded Liabilities (as set forth in Section 2.4 below),
including, without limitation, the following Liabilities (the "Assumed
Liabilities"):
(a) all Environmental Liabilities, other than the Excluded Liabilities
set forth in Section 2.4 below;
(b) all Liabilities under (i) the Contracts and the Transferable
Permits in accordance with the terms thereof, (ii) the contracts, leases and
other agreements entered into by CL&P with respect to the Acquired Assets
which would be required to be disclosed on Schedule 2.1(e) but for the
exception provided in clause (iv) of Section 3.8(a), in accordance with the
terms thereof, and (iii) the contracts, leases, commitments and other
agreements entered into by CL&P with respect to the Acquired Assets during
the Interim Period consistent with the terms of this Agreement. Provided,
however, Liabilities shall not be included (x) in each case, to the extent
such Liabilities, but for a breach or default by CL&P, would have been paid,
performed or otherwise discharged on or prior to the Closing Date, or to the
extent the same arise out of any such breach or default, or to the extent the
same relate to performance rendered to CL&P prior to the Closing Date or (y)
as otherwise provided in Section 2.4;
(c) all Liabilities under the Permitted Encumbrances other than under
or with respect to the exercise of the Reserved Easements; provided, however,
Liabilities shall not be included to the extent such Liabilities, but for a
breach or default by CL&P, would have been paid, performed or otherwise
discharged on or prior to the Closing Date, or to the extent the same arise
out of any such breach or default, or to the extent the same relate to
performance rendered to CL&P prior to the Closing Date;
(d) all Liabilities relating to Employees for which CRRA is responsible
under Section 5.7 and related Schedules;
(e) to the extent agreed by CRRA, all Capital Commitments; and
(f) all other Liabilities expressly allocated to CRRA in this Agreement
or in any of the Related Agreements.
2.4 Excluded Liabilities. CRRA shall not assume or be responsible for
the performance of any of the following Liabilities (collectively, the
"Excluded Liabilities"):
(a) any Liability of CL&P in respect of or otherwise arising from the
operation or use of the Excluded Assets or any other assets of CL&P that are
not Acquired Assets, provided that the foregoing shall not limit or otherwise
affect CRRA's assumption of Environmental Liabilities pursuant to Section
2.3(a);
(b) any Liability, including, without limitation, any Environmental
Liability, relating to or arising from the treatment, disposal, storage,
discharge, Release, recycling or the arrangement for such activities at, or
the transportation to, any Offsite Disposal Facility, by CL&P prior to the
Closing Date, of Hazardous Substances that were generated at the Site.
(c) any Liability, including, without limitation, any Environmental
Liability, relating to or arising from the Release of any Hazardous
Substances at the Site prior to the Closing Date that migrate, or have
migrated, from the Site at any time to any location, including, without
limitation, the Connecticut River; provided, however, that:
(i) to the extent that CL&P can demonstrate that the migration of Hazardous
Substances off of the Site was caused by the act or negligent omission of
CRRA
(or any subsequent owner of the Site), its employees, agents or consultants,
or any Person using and/or operating the Facility and/or the Site on behalf
of, or under contract with, CRRA (or such subsequent owner) after the Closing
Date, any Environmental Liability arising from such act or omission shall not
be an Excluded Liability. For purposes of this Section , "negligent omission"
means the failure to take reasonable and prudent actions to prevent or
minimize migration of Hazardous Substances off of the Site;
(ii) CL&P shall not have any such Liability with respect to any Release
relating to the Jets after the effective date of the Jet License, including,
without limitation, any act or omission (including without limitation,
compliance with all Environmental Laws or Permits) of CRRA or the Operator
with respect to the Jets, and any Environmental Claims or Environmental
Liabilities, including the Release of any Hazardous Substances, resulting
from the interconnection, operation or maintenance of the Jets during the
term of the Jet License; and
(iii) CL&P shall not have any such Liability with respect to any Release
relating to the EGF after the Effective Date, including, without limitation,
any act or omission (including without limitation, compliance with all
Environmental Laws or Permits) of CRRA or its operator with respect to the
EGF, and any Environmental Claims or Environmental Liabilities, including the
Release of any Hazardous Substances, resulting from the interconnection,
operation or maintenance of the EGF during the term of the EGF License;
(d) any Liability of CL&P arising from the making or performance of
this Agreement or a Related Agreement or the transactions contemplated hereby
or thereby;
(e) any Liability of CL&P in respect of payment obligations for goods
delivered or services rendered prior to the Closing Date or other Liabilities
under contracts or leases which CRRA has not assumed pursuant to Section
2.3(b);
(f) any Liability which is or would be required to be accrued by CL&P
on a balance sheet of CL&P as of the Closing Date prepared in accordance with
GAAP, other than those Liabilities which are expressly set forth as Assumed
Liabilities in Section s 2.3(a), (b) and (c) hereof;
(g) any Liability of CL&P arising out of any Employee Benefit Plan
established or maintained by CL&P or to which CL&P contributes or any
Liability for the termination of any such Employee Benefit Plan;
(h) any Liability of CL&P for any compensation or any benefits,
including, without limitation, vacation pay, severance pay, post-retirement
benefits and COBRA coverage under the terms or provisions of any CL&P
Employee Benefit Plan or of any Group Health Plan, any collective bargaining
agreement, or any other agreement, plan, practice, policy, instrument or
document relating to any of the Employees, other than the Liabilities
expressly assumed by CRRA under Section 5.7;
(i) any Liability, including, without limitation, any Environmental
Liability, of CL&P relating to any cause of action against CL&P filed with or
pending before any court or administrative agency on the Closing Date;
(j) any Liability of CL&P for any fines or penalties imposed by a
Governmental Authority under or related to Environmental Laws arising as a
result of or in connection with any violation or alleged violation of
Environmental Law prior to the Closing Date, with respect to the ownership,
operation or use of the Acquired Assets;
(k) any Liability in respect of Taxes attributable to the Acquired
Assets for taxable periods ending on or before the Closing Date (including
any Taxes being contested in good faith) as such Taxes are to be pro rated in
accordance with Section 2.8, except those Taxes for which CRRA is liable
pursuant to Section 8 or under the Mid-Connecticut Documents;
(l) any Liability of CL&P, including, without limitation, any
Environmental Liability, relating to, or arising from, the exercise of the
Reserved Easements or the use of the Retained Parcel, in each case after the
Closing Date, including, without limitation:
(i) subject to CRRA's obligations under Section 5.12(d), any Remediation of
soils which is required as a direct result of CL&P's exercise of the Reserved
Easements, or the use of the Retained Parcel, after such soils have been
determined by the Connecticut Department of Environmental Protection or a
Licensed Environmental Professional to be Environmentally Isolated Soil or
Inaccessible Soil (as defined in R.C.S.A. Section 22a-133-1); or
(ii) the Release of any Hazardous Substances after the Closing Date from
Excluded Assets (except to extent that such Release is attributable to the
acts or omissions of CRRA, its employees, agents or consultants); or
(iii) the Release resulting from acts or omissions of CL&P, its employees,
agents or consultants of any Hazardous Substances after the Closing Date at,
on, in, under, or migrating from the Reserved Easements or the Retained
Parcel;
provided, however, in the case of clauses (ii) and/or (iii), CL&P shall not
have any liability (except as provided in Section 2.4(c) with respect to
migration off of the Site) with respect to any Release, including any passive
migration, in or under the Site that commenced before the Closing Date and
that continues after the Closing Date;
(m) all obligations of CL&P under the Mid-Connecticut Documents; and
(n) any Liability related to a workers' compensation claim made by a
past or present employee of CL&P caused or allegedly caused by the presence
or Release prior to the Closing Date of Hazardous Substances at, on, in,
under, or migrating from the Acquired Assets or the Site.
2.5 Purchase Price. CRRA agrees to assume the Assumed Liabilities and
pay to CL&P on Closing Date an aggregate amount equal to $10,000,000 (the
"Initial Closing Price") plus or minus amounts to account for (i) the
Estimated Adjustment to the Initial Closing Price to be made as of the
Closing Date under Section 2.6(c), (ii) the pro rations to be made as of the
Closing Date under Section 2.8(a), and (iii) interest payable to, or to be
retained by, CL&P in accordance with Section 1.2 of the Termination
Agreement (the Initial Closing Price, as so adjusted, shall be referred to
herein as the "Closing Price"). The Closing Price shall be payable in cash
by wire transfer to CL&P on the Closing Date. As of the Effective Date, CRRA
hereby waives any claims or rights granted to CRRA under the Mid-Connecticut
Documents to all or any portion of the payments made hereunder, including
without limitation, any right to condemnation proceeds under Section 28 of
the Land Use Agreement dated February 14, 1985, between the Parties.
Following the Closing, the Closing Price shall be subject to adjustment
pursuant to Section s 2.6(d) and 2.8(b), and the Closing Price, as so
adjusted pursuant to such Section s, shall be herein referred to as the
"Final Closing Price."
2.6 Adjustments to Initial Closing Price. The Initial Closing Price
shall be increased or reduced as set forth in Section s 2.6(a), (b) and (c),
and the Closing Price shall be subject to adjustment as set forth in Section
2.6(d). Such increases or reductions, as the case may be, shall be referred
to herein as the "Closing Price Adjustment" and shall be determined and paid
as set forth below:
(a) the Initial Closing Price shall be increased to account for the
following items: (i) any Pre-Approved Capital Expenditures (as set forth on
Schedule 2.6(a)(i))and other Capital Commitments incurred by CL&P during the
Interim Period which has not been otherwise reimbursed to CL&P; (ii) any
operations and maintenance expenses paid for by CL&P during the Interim
Period that CL&P would not have actually paid but for CRRA's written request;
and (iii) subject to Section 5.3(b), the agreed value of all Inventories (as
set forth in Schedule 2.1(b)) held by CL&P as of the Closing Date; and
(b) the Initial Closing Price shall be reduced to account for (i) any
capital expenditures assumed by CRRA that were not Capital Commitments (to
the extent of such assumption); and (ii) CL&P's reimbursement for costs of
Remediation under Section 5.12(b);
(c) within thirty (30) Business Days after the Execution Date, CL&P
shall prepare and deliver to CRRA an estimated statement of adjustments (the
"Estimated Statement of Adjustments") that shall set forth CL&P's best
estimate of all adjustments to the Initial Closing Price required by Section
s 2.6(a) and 2.6(b) (the "Estimated Adjustment"). Within ten (10) Business
Days following the delivery of the Estimated Statement of Adjustments by CL&P
to CRRA, CRRA may object in good faith to the Estimated Adjustment in
writing. If CRRA objects, the Parties shall attempt to resolve such dispute
by negotiation. If the Parties are unable to resolve such dispute before
five (5) Business Days prior to such proposed Closing Date (or if CRRA fails
to object to the Estimated Adjustment), the Initial Closing Price shall be
adjusted (the "Closing Adjustment") for the Closing by the amount of the
Estimated Adjustment not in dispute (with any disputed amounts resolved in
accordance with Section 2.6(d)); and
(d) within thirty (30) days following the Closing Date, CL&P shall
prepare and deliver to CRRA a statement that shall set forth CL&P's
computation of the final Closing Price Adjustment based on Section s 2.6(a)
and (b) and the components thereof taking into account actual data (the
"Closing Statement"). Within twenty (20) days following the delivery of the
Closing Statement by CL&P to CRRA, CRRA may object to the Closing Statement
in writing. CL&P agrees to cooperate with CRRA to provide to CRRA or CRRA's
Representatives information used to prepare the Closing Statement and
information relating thereto. If CRRA objects to the Closing Statement, the
Parties shall attempt to resolve such dispute by negotiation. If the Parties
are unable to resolve such dispute within twenty (20) days after any
objection, either CL&P or CRRA may demand arbitration in accordance with
Section 11.18 hereof. The agreed upon Closing Statement or the finding of
such arbitration panel, as the case may be, shall be the Closing Price
Adjustment and shall be binding on the Parties. Upon the determination of
the Closing Price Adjustment, the Party owing a balance on account of the
Closing Price Adjustment shall deliver the balance due to the other Party no
later than two (2) Business Days after such determination in immediately
available funds or in any other manner as reasonably requested by the payee.
The balance due shall be determined by offsetting against each Party's
credits and debits arising from the Closing Price Adjustment the credits and
debits accorded to each Party in the Closing Statement on account of the
Estimated Adjustment. The acceptance by CRRA and CL&P of the Closing Price
Adjustment shall not constitute or be deemed to constitute a waiver of the
rights of such Party in respect of any other provision of this Agreement.
2.7 [Reserved]
2.8 Proration.
(a) The Parties agree that all of the items normally prorated in a sale
of assets of the type contemplated by this Agreement, including those listed
below, relating to the business and operations of the Acquired Assets, will
be prorated as of the Closing Date, with CL&P liable to the extent such items
relate to any period through the Closing Date, and CRRA liable to the extent
such items relate to periods after the Closing Date: (i) personal property,
Real Property, occupancy and water Taxes, assessments and other charges, if
any, on or associated with the Acquired Assets; (ii) rent, Taxes and other
items payable by or to CL&P under any of the Contracts assigned to and
assumed by CRRA hereunder; (iii) any Permit, license, registration or fees
with respect to any Transferable Permit associated with the Acquired Assets;
and (iv) sewer rents and charges for water, telephone, electricity and other
utilities. Subject to Section 2.8(b), below, not less than five (5)
Business Days prior to the Closing Date, the Parties shall agree upon the sum
of the net amount of the prorated amounts to which either of the Parties
shall be entitled pursuant to this Section 2.8(a) and the Initial Closing
Price shall be adjusted to reflect such net amount. This Section 2.8(a) (1)
shall not affect in any manner whatsoever the allocation of costs and other
expenses under the Mid-Connecticut Documents for any period before the
Closing Date; and (2) shall take into account any payment of prorated items
in accordance with the EGF License.
(b) If the amount of one or more Taxes, fees or other liabilities to be
prorated in accordance with Section 2.8(a) is not known or determinable on
or prior to the Closing Date, the amounts to be prorated upon the Closing in
accordance with Section 2.8(a) shall be based upon the actual Taxes, fees or
other liabilities for the preceding year (or appropriate period) for which
such actual Taxes, fees or liabilities are available. The amount of Taxes,
fees or other liabilities prorated upon the Closing pursuant to Section
2.8(a) shall be adjusted upon the request of either CL&P, on the one hand, or
CRRA, on the other hand, made within sixty (60) days of the date the actual
amounts become available. The Parties agree to furnish each other with such
documents and other records that may be reasonably requested in order to
confirm all adjustment and proration calculations made pursuant to this
Section 2.8.
(c) [reserved]
(d) Any municipal, state or federal betterment assessments with respect
to the Acquired Assets shall not be paid and fully discharged by CL&P at the
Closing but will be assumed by CRRA and paid by CRRA when due.
2.9 The Closing. Unless otherwise agreed to by the Parties, the
closing of the transactions contemplated by this Agreement (the "Closing")
shall take place at the offices of Murtha Cullina LLP, CityPlace, Hartford,
Connecticut, commencing at 9:00 a.m. eastern time on the date that is five
(5) days (or, if the fifth day is not a Business Day, then the next Business
Day following such fifth day) following the date on which all of the
conditions set forth in Section s 6.1 and 6.2 have either been satisfied or
waived by the Party for whose benefit such conditions exist, such
satisfaction or waiver to conform to Section 11.12. The date of Closing is
hereinafter called the "Closing Date" and shall be effective for all purposes
herein as of 11:59 p.m. Eastern clock time on the Closing Date.
2.10 Deliveries by CL&P at the Closing Date. At the Closing, CL&P
shall deliver the following to CRRA duly executed and properly acknowledged,
if appropriate:
(a) the Purchase Option;
(b) [reserved];
(c) the Deed with the appropriate conveyance tax forms;
(d) [reserved];
(e) the Bill of Sale, substantially in the form attached hereto as
Exhibit A, for the tangible personal property included in the Acquired
Assets;
(f) [reserved];
(g) [reserved]
(h) copies of all consents, waivers or approvals obtained by CL&P with
respect to the Acquired Assets, the transfer of the Transferable Permits or
the consummation of the transactions contemplated by this Agreement and the
Related Agreements, to the extent specifically required under this Agreement
or the Related Agreements;
(i) a certificate from an authorized officer of CL&P, dated the Closing
Date, to the effect that, to such officer's Knowledge, the conditions set
forth in Section s 6.1(a), (b) and (e) and Section 6.2(c) have been
satisfied;
(j) [reserved]
(k) a certificate of the Secretary or an Assistant Secretary of CL&P
which shall identify by name and title and bear the signature of the officers
of CL&P authorized to execute and deliver this Agreement and the Related
Agreements and instruments attached as exhibits hereto and thereto;
(l) an opinion or opinions from one or more counsel to CL&P (any of
whom may be an employee of CL&P or an Affiliate of CL&P), dated the Closing
Date and reasonably satisfactory in form to CRRA and its counsel, covering
substantially the matters set forth in Schedule 2.10(l); and
(m) all such other instruments as CRRA and its counsel may reasonably
request in connection with the purchase of the Acquired Assets, provided
however, that this Section 2.10(m) shall not require CL&P to prepare or
obtain any surveys, title opinions or title insurance relating to the Real
Property other than those previously provided to CRRA.
2.11 Deliveries by CRRA at the Closing. At the Closing, CRRA shall
deliver to CL&P properly executed and acknowledged, if appropriate:
(a) the Purchase Option;
(b) [reserved];
(c) a certificate from an authorized officer of CRRA, dated the Closing
Date, to the effect that, to such officer's Knowledge, the conditions set
forth in Section 6.1(d) and Section s 6.2(a), (b) and (e) have been
satisfied;
(d) a copy, certified by the Secretary or Assistant Secretary of CRRA,
of resolutions authorizing the execution and delivery of this Agreement and
the Related Agreements and instruments attached as exhibits hereto and
thereto, and the consummation of the transactions contemplated hereby and
thereby;
(e) certificate of the Secretary or Assistant Secretary of CRRA which
shall identify by name and title and bear the signature of the officers of
CRRA authorized to execute and deliver this Agreement and the Related
Agreements and instruments attached as exhibits hereto and thereto;
(f) [reserved];
(g) [reserved];
(h) [reserved];
(i) one or more opinions from counsel to CRRA, dated the Closing Date
and reasonably satisfactory in form to CL&P and its counsel, covering
substantially the matters set forth in Schedule 2.11(i);
(j) evidence of CRRA's or its assign's membership in NEPOOL, or in the
alternative, evidence of CRRA's (or its assign's) agreement to be bound by
the rules and regulations of NEPOOL in accordance with the NEPOOL Agreement;
and
(k) all such other instruments of Closing, transfer, conveyance,
delivery, receipt, assignment or assumption as CL&P and its counsel may
reasonably request in connection with the Closing of the Acquired Assets or
assumption of the Assumed Liabilities.
3. Representations, Warranties and Disclaimers of CL&P. CL&P represents and
warrants to CRRA that the statements contained in this Section 3 are correct
and complete as of the Execution Date.
3.1 Organization of CL&P. CL&P is duly organized and validly existing
under the laws of the State of Connecticut. Copies of the charter and by-
laws of CL&P, each as amended to date, have been heretofore delivered to CRRA
and are accurate and complete.
3.2 Authorization. CL&P has the power and authority (including full
corporate power and authority) to execute and deliver this Agreement and the
Related Agreements and, subject to receipt of all CL&P's Regulatory
Approvals, to perform its obligations hereunder and thereunder. All
corporate actions or proceedings to be taken by or on the part of CL&P to
authorize and permit the due execution and valid delivery by CL&P of this
Agreement and the Related Agreements and the instruments required to be duly
executed and validly delivered by CL&P pursuant hereto and thereto, the
performance by CL&P of its obligations hereunder and thereunder, and the
consummation by CL&P of the transactions contemplated herein and therein,
have been duly and properly taken. This Agreement and the Related Agreements
have been duly executed and validly delivered by CL&P and constitute the
legal, valid and binding obligation of CL&P, enforceable in accordance with
their terms and conditions except as may be limited by laws of general
application relating to bankruptcy, insolvency or creditors' rights and by
general principles of equity.
3.3 Noncontravention. Subject to CL&P obtaining CL&P's Regulatory
Approvals, neither the execution and the delivery of this Agreement or any of
the Related Agreements, nor the consummation of the transactions contemplated
hereby and thereby will (a) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, license or other
restriction of any Governmental Authority to which CL&P or any of its
property is subject or any provision of the charter or by-laws of CL&P, or
(b) conflict with, result in a breach of, constitute a default under, result
in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice under any agreement,
contract, lease, license, instrument, or other arrangement to which CL&P is
bound or to which any of the Acquired Assets is subject (or result in the
imposition of any Lien upon any of the Acquired Assets), except for matters
that will not have a Material Adverse Effect or as disclosed in Schedule 3.3
or any other Schedule.
3.4 Brokers' Fees. CL&P has no liability or obligation to pay any fees
or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which CRRA could become
liable or obligated.
3.5 Title to Acquired Assets. Except for Permitted Encumbrances, CL&P
has title to the Real Property to the extent, and only to the extent,
specified in the title policy commitment attached hereto as Schedule 3.5 (the
"Title Commitment"). Except as set forth in Schedule 3.5 and except for
Permitted Encumbrances, CL&P has good and valid title to the other Acquired
Assets.
3.6 Legal and Other Compliance; Permits.
(a) CL&P is in compliance with all current Laws applicable to the
Acquired Assets or CL&P's operation of the Acquired Assets the violation of
which could have a Material Adverse Effect, other than as disclosed in
Schedule 3.6(a). The foregoing representation and warranty shall not include
compliance with any Environmental Laws.
(b) Schedule 2.1(d) sets forth all Permits which, to CL&P's Knowledge,
are material to the ownership or operation of the Facilities, and also
identifies those material Permits which are transferable or assignable by
CL&P to CRRA or which will pass to CRRA as successor in title to the
Facilities by operation of applicable Laws (the "Transferable Permits").
3.7 Taxes. CL&P has filed all Tax Returns that it was required to
file, and has paid all Taxes that have become due as indicated thereon, where
the failure so to file or pay could have a Material Adverse Effect, except
where CL&P is contesting the same in good faith by appropriate proceedings.
There is no unpaid Tax due and payable that could have a Material Adverse
Effect on CRRA's ownership, operation or use of the Acquired Assets for which
CRRA could become liable.
3.8 Contracts and Leases.
(a) Except (i) as listed in Schedules 2.1(a)(i), 2.1(a)(ii), 2.1(e), or
3.8(a), (ii) the Mid -Connecticut Documents and the Termination Agreement
(and the agreements contemplated thereunder), (iii) for contracts,
agreements, personal property leases, commitments, understandings or
instruments which will expire on or prior to the Closing Date, and (iv) for
agreements with suppliers entered into in the ordinary course of business,
CL&P is not a party to any written contract, agreement, personal property
lease, commitment, understanding or instrument which (x) is material to the
business or operations of the Acquired Assets or (y) which provides for the
sale of any amount of capacity or energy from any of the Acquired Assets
(whether or not entered into in the ordinary course of business).
(b) Except as disclosed in Schedule 3.8(b) and excluding the Mid-
Connecticut Documents, (i) each of the Contracts constitutes a valid and
binding obligation of CL&P, (ii) CL&P is not in default in any material
respect under any of the Contracts and, to CL&P's Knowledge, the other
parties to the Contracts are not in default in any material respect under any
thereof, and (iii) the Contracts may be transferred to CRRA pursuant to this
Agreement and will continue in full force and effect thereafter, in each case
without breaching the terms thereof or resulting in the forfeiture or
impairment of any material rights thereunder.
3.9 Insurance. Except as set forth in Schedule 3.9, all material
policies of fire, liability, worker's compensation and other forms of
insurance owned or held by CL&P insuring the Acquired Assets are in full
force and effect, all premiums with respect thereto covering all periods up
to and including the date as of which this representation is being made have
been paid (other than retroactive premiums which may be payable with respect
to comprehensive general liability and worker's compensation insurance
policies), and no written notice of cancellation or termination has been
received with respect to any such policy which was not replaced on
substantially similar terms prior to the date of such cancellation. Except
as described in Schedule 3.9, as of the date of this Agreement, CL&P has not
been refused any insurance with respect to the Acquired Assets nor has its
coverage been limited by any insurance carrier to which it has applied for
any such insurance or with which it has carried insurance during the last
twelve months.
3.10 Litigation. Except as disclosed in Schedule 3.10, no action,
suit, claim, demand or other proceeding is pending or, to CL&P's Knowledge,
threatened that would be reasonably likely to result in a Material Adverse
Effect or that questions the validity of this Agreement or the Related
Agreements or of any action taken or to be taken pursuant to or in connection
with the provisions of this Agreement or the Related Agreements.
3.11 Condemnation. Except as set forth in Schedule 3.11, CL&P has
received no written notice from any Governmental Authority other than from
CRRA of any pending or threatened proceeding to condemn or take by power of
eminent domain or otherwise, by any Governmental Authority, all or any part
of the Acquired Assets, which would constitute a Major Loss.
3.12 Regulation as a Utility. CL&P is a public service company and an
electric company under C.G.S. Section 16-1(4) and 16-1(8), and is subject to
regulation as such by the DPUC and is a "subsidiary company" of a "holding
company" which is registered under (and as those terms are defined in) the
Public Utility Holding Company Act of 1935, as amended.
3.13 Assets Used in Operation of the Facilities. The Acquired Assets
constitute all material assets and properties that are used by CL&P in the
operation of the Facilities on the Execution Date, other than inventory
maintained at the Site, but not included in the Inventory.
3.14 Year 2000 Computer Problem. As of the Execution Date, CL&P has
not experienced a Year 2000 Computer Problem with respect to the Acquired
Assets that has had a Material Adverse Effect, except as more particularly
identified in Schedule 3.14.
3.15 Employees. Except as described in Schedule 3.15, and except as to
such matters as will not have a Material Adverse Effect, with respect to the
Employees: (i) to CL&P's Knowledge, CL&P is in compliance with all applicable
Laws respecting employment and employment practices, equal employment
opportunity, occupational health and safety and affirmative action, terms and
conditions of employment and wages and hours; (ii) CL&P has not received
written notice from any Governmental Authority of any unfair labor practice
charge, complaint or proceeding against CL&P pending or threatened before the
National Labor Relations Board or any other Governmental Authority with
respect to such employees; and (iii) no arbitration proceeding is pending
against CL&P. The terms of employment of the Employees are not subject to a
collective bargaining agreement with CL&P.
3.16 No Knowledge of CRRA's Breach. CL&P has no Knowledge of any
breach by CRRA of any representation or warranty contained in Section 4
hereof, or of any condition or circumstance that would excuse CL&P from
performance of its obligations under this Agreement or the Related
Agreements.
3.17 Disclaimers Regarding Acquired Assets. EXCEPT FOR ANY
REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS SECTION 3, THE ACQUIRED
ASSETS ARE SOLD "AS IS, WHERE IS," AND CL&P EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS
TO LIABILITIES, OPERATIONS OF THE FACILITIES, TITLE, CONDITION, VALUE OR
QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE),
RISKS AND OTHER INCIDENTS OF THE ACQUIRED ASSETS INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF ANY
OF THE FACILITIES OR THE ABILITY OF CRRA TO SELL FROM ANY OF THE FACILITIES
ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS RECOGNIZED BY ISO NEW ENGLAND
FROM TIME TO TIME. CL&P SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS, OR ANY PART THEREOF,
OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN,
WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS, OR
AS TO THE CONDITION OF THE ACQUIRED ASSETS, OR ANY PART THEREOF, INCLUDING,
WITHOUT LIMITATION, THE CONDITION OF THE ACQUIRED ASSETS WITH RESPECT TO THE
YEAR 2000 COMPUTER PROBLEM, OR WHETHER CL&P POSSESSES SUFFICIENT REAL
PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ACQUIRED ASSETS. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED HEREIN, CL&P FURTHER SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY REGARDING THE ABSENCE OF HAZARDOUS SUBSTANCES OR
LIABILITY OR POTENTIAL LIABILITY ARISING UNDER ENVIRONMENTAL LAWS. WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT AS EXPRESSLY PROVIDED
HEREIN, CL&P EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND
REGARDING THE CONDITION OF THE ACQUIRED ASSETS OR THE SUITABILITY OF THE
FACILITIES FOR OPERATION AS POWER PLANTS OR AS SITES FOR THE DEVELOPMENT OF
ADDITIONAL OR REPLACEMENT GENERATION CAPACITY (OR OTHER FUTURE DEVELOPMENT)
AND NO SCHEDULE OR EXHIBIT TO THIS AGREEMENT OR ANY RELATED AGREEMENT, NOR
ANY OTHER MATERIAL OR INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY CL&P,
OR BY ANY BROKER OR INVESTMENT BANKER, AND ANY ORAL, WRITTEN OR ELECTRONIC
RESPONSE TO ANY INFORMATION REQUEST PROVIDED TO CRRA, WILL CAUSE OR CREATE
ANY WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR
QUALITY OF THE ACQUIRED ASSETS.
4. Representations and Warranties of CRRA. CRRA represents and warrants to
CL&P that the statements contained in this Section 4 are correct and
complete as of the Execution Date.
4.1 Organization of CRRA. CRRA is a body corporate and politic
constituting a public instrumentality and political subdivision of the State
of Connecticut and is validly existing under the laws of the State of
Connecticut. Copies of the bylaws of CRRA and enabling legislation, each as
amended to date, have been heretofore delivered to CL&P and are accurate and
complete.
4.2 Authorization of Transaction. CRRA has the power and authority to
execute and deliver this Agreement and the Related Agreements and, subject to
receipt of all CRRA's Regulatory Approvals, to perform its obligations
hereunder and thereunder. All actions or proceedings to be taken by or on
the part of CRRA to authorize and permit the due execution and valid delivery
by CRRA of this Agreement, the Related Agreements and the instruments
required to be duly executed and validly delivered by CRRA pursuant hereto
and thereto, the performance by CRRA of its obligations hereunder and
thereunder, and the consummation by CRRA of the transactions contemplated
herein and therein, have been duly and properly taken. This Agreement and
the Related Agreements have been duly executed and validly delivered by CRRA
and constitute the valid and legally binding obligations of CRRA, enforceable
in accordance with their terms and conditions, except as may be limited by
laws of general application relating to bankruptcy, insolvency or creditors'
rights and by general principles of equity.
4.3 Noncontravention. Subject to CRRA obtaining CRRA's Regulatory
Approvals, neither the execution and the delivery of this Agreement or any of
the Related Agreements, nor the consummation of the transactions contemplated
hereby and thereby, will (i) violate any constitution, statute, regulation,
rule, injunction, judgment, order, decree, ruling, charge, or other
restriction of any Governmental Authority to which CRRA is subject or any
provision of the enabling legislation or bylaws of CRRA or (ii) conflict
with, result in a breach of, constitute a default under, result in the
acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract,
lease, license, instrument, or other arrangement to which CRRA is a party or
by which it is bound or to which any of its assets is subject, except for
matters that will not have a CRRA Material Adverse Effect other than as shown
on Schedule 4.3.
4.4 Brokers' Fees. CRRA has no Liability or obligation to pay any fees
or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which CL&P could become
liable or obligated.
4.5 Litigation. No action, suit, claim, demand or other proceeding is
pending or, to CRRA's Knowledge, threatened that would be reasonably likely
to result in a CRRA Material Adverse Effect or that questions the validity of
this Agreement or the Related Agreements or of any action taken or to be
taken pursuant to or in connection with the provisions of this Agreement or
the Related Agreements. There are no judgments, orders, decrees, citations,
fines or penalties heretofore assessed against CRRA that have a CRRA Material
Adverse Effect or impair, estop, impede, restrain, ban or otherwise adversely
affect CRRA's ability to satisfy or perform any of the Assumed Liabilities
under any federal, state or local Law.
4.6 Availability of Funds. CRRA has or will have sufficient funds
available to it to pay the Closing Price on the Closing Date.
4.7 "As Is". The representations and warranties set forth in Section
3 hereof constitute the sole and exclusive representations and warranties of
CL&P in connection with the transactions contemplated hereby. There are no
representations, warranties, covenants, understandings or agreements (other
than the Mid-Connecticut Documents and the Termination Agreement) between the
Parties regarding the Acquired Assets or their transfer other than those
incorporated in this Agreement or any other existing agreement to which
either party may be bound. Except for the representations and warranties
expressly set forth in Section 3, CRRA disclaims reliance on any
representations, warranties or guarantees, either express or implied, by CL&P
including but not limited to any oral, written or electronic response to any
information request provided to CRRA. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, CRRA ACKNOWLEDGES AND AGREES THAT THE ACQUIRED ASSETS ARE BEING
ACQUIRED "AS IS, WHERE IS" ON THE CLOSING DATE, AND IN THEIR CONDITION ON THE
CLOSING DATE, AND THAT PRIOR TO THE EXECUTION OF THIS AGREEMENT, CRRA HAS
CONDUCTED TO ITS SATISFACTION ALL NECESSARY AND SUFFICIENT EXAMINATION OF THE
ACQUIRED ASSETS, AND THAT CRRA IS RELYING ON ITS OWN EXAMINATION OF THE
ACQUIRED ASSETS, AND IS NOT RELYING ON ANY REPRESENTATION OR WARRANTY MADE BY
CL&P, OR ANY BROKER OR INVESTMENT BANKER. CRRA FURTHER ACKNOWLEDGES AND
AGREES THAT, EXCEPT AS SET FORTH IN SECTION 9.1, THE REPRESENTATIONS AND
WARRANTIES OF CL&P SET FORTH IN THIS AGREEMENT TERMINATE AS OF THE CLOSING
DATE OR TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 10.1, AND THAT
FOLLOWING THE CLOSING DATE OR SUCH TERMINATION, AS THE CASE MAY BE, EXCEPT AS
EXPRESSLY SET FORTH IN SECTION 9.1, CRRA SHALL HAVE NO RECOURSE AGAINST CL&P
WITH RESPECT TO ANY BREACH OF SUCH REPRESENTATIONS AND WARRANTIES.
4.8 Qualified Buyer. To the Knowledge of CRRA, CRRA is qualified to
obtain any Permits necessary for CRRA to own and operate the Acquired Assets
as of the Closing, to the extent such operation is either required by any
Related Agreement or this Agreement, or is contemplated by CRRA.
4.9 No Knowledge of CL&P's Breach. CRRA has no Knowledge of any breach
by CL&P of any representation or warranty contained in Section 3 hereof, or
of any condition or circumstance that would excuse CRRA from performance of
its obligations under this Agreement or the Related Agreements.
5. Covenants. The Parties agree as follows:
5.1 General. Prior to the Closing, each of the Parties will use its
best efforts to take all actions and to do all things necessary, proper or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement and the Related Agreements (including
satisfaction, but not waiver, of the conditions set forth in Section 6
below) as soon as possible.
5.2 Notices, Consents and Approvals.
(a) Prior to the Closing, CL&P and CRRA shall cooperate with each other and
use all Commercially Reasonable Efforts to (i) promptly prepare and file all
necessary documentation, (ii) effect all necessary applications, notices,
petitions and filings and execute all agreements and documents, (iii) obtain
the transfer or reissuance to CRRA or its designee of all necessary Permits
and (iv) obtain all necessary consents, approvals and authorizations of all
other parties necessary or advisable to consummate the transactions
contemplated by this Agreement or in any of the Related Agreements
(including, without limitation, CL&P's Regulatory Approvals and CRRA's
Regulatory Approvals) or required by the terms of any note, bond, mortgage,
indenture, deed of trust, license, franchise, permit, concession, contract,
lease or other instrument to which CL&P or CRRA is a party or by which any of
them is bound. CL&P and CRRA shall have the right to review in advance all
characterizations of the information relating to the transactions
contemplated by this Agreement or in any of the Related Agreements which
appear in any filing made in connection with the transactions contemplated
hereby or thereby. CL&P is not obligated to assign or transfer any interest
in any Transferable Permits, including, without limitation, those obtained
pursuant to the applicable requirements of Environmental Laws, if the consent
or approval of the third Person for such assignment or transfer cannot be
obtained despite CL&P's compliance with its obligations relating thereto
under this Agreement.
(b) CRRA shall have primary responsibility for securing the transfer or
reissuance of the Permits (including the Transferable Permits) effective as
of the Closing Date. CL&P shall cooperate with CRRA's efforts in this regard
and CL&P shall use all Commercially Reasonable Efforts to assist in the
transfer or reissuance when so requested by CRRA. If CRRA is unable to
secure the transfer or reissuance of one or more Permits effective on the
Closing Date, CL&P shall continue to cooperate with CRRA's efforts to secure
such transfer or reissuance following the Closing Date.
(c) On or prior to Closing Date, CL&P shall also vacate the Acquired
Assets,
except for those areas subject to the Reserved Easements and/or the
Reciprocal License. Except to the extent that the Parties agree in writing
to the contrary, CL&P shall remove all personnel files and inventory required
to be removed in accordance with Section 6.1(g) from the Real Property prior
to Closing.
5.3 Operation of Business.
(a) During the Interim Period, CL&P will operate and maintain (or cause
the maintenance of) the Acquired Assets in the ordinary course consistent
with Good Utility Practices, unless otherwise contemplated by this Agreement,
the Jet License or with the prior written consent of CRRA. Without limiting
the generality of the foregoing, CL&P shall not, without the prior written
consent of CRRA, which CRRA shall not unreasonably withhold or delay, during
the Interim Period, with respect to the Acquired Assets:
(i) sell, lease (as lessor), transfer or otherwise dispose of, any of
the Acquired Assets, other than as used, consumed or replaced in the ordinary
course of business consistent with Good Utility Practices or as contemplated
in the Jet License, or encumber, pledge, mortgage or suffer to be imposed on
any of the Acquired Assets any encumbrance other than Permitted Encumbrances;
provided that the foregoing shall not prevent CL&P from obtaining additional
financing under the Mortgage Indenture as long as such additional financing
does not impair CL&P's ability to procure the Release of Mortgage Indenture;
(ii) [reserved];
(iii) amend, terminate or otherwise modify any Contract (excluding the
Mid-Connecticut Documents) or Permit other than in the ordinary course of
business, or as may be required in connection with transferring CL&P's rights
or obligations thereunder to CRRA pursuant to this Agreement;
(iv) enter into, amend, or otherwise modify any real or personal
property Tax agreement, treaty or settlement; or
(v) make any capital expenditures that are not Pre-Approved Capital
Expenditures or enter into any other capital expenditure or commitment,
except for those capital expenditures or commitments necessitated by Good
Utility Practice, with respect to which CL&P shall advise CRRA of the
proposed incurrence thereof not less than thirty (30) days prior to the time
the capital expenditures are to be made or undertaken (or such shorter period
as may be necessitated by an emergency situation), and with respect to which
CRRA shall promptly deliver the written consent contemplated by this Section
5.3(a); provided that if CRRA reasonably objects thereto, CL&P, in its
discretion, may incur or expend other capital expenditure or commitments at
its own cost (or subject to adjustment of the Initial Closing Price in
accordance with Section 2.6(b)).
Notwithstanding anything in Section 5.3(a) to the contrary, CL&P may, in its
sole discretion, (1) make Pre-Approved Capital Expenditures or incur a
Capital Commitment with respect thereto and (2) make Capital Commitments for
which an adjustment to the Initial Closing Price will be made pursuant to
Section 2.6(b).
(b) During the Interim Period, CL&P may consume inventory (including
the Inventory) for operation of the Facility in the ordinary course of
business; provided that if CL&P consumes Inventory, then:
(i) CL&P shall replace such Inventory, in which case CRRA shall pay the
actual cost of such replacement; provided that if such replacement costs has
not been paid as of the Closing Date, CRRA shall assume any outstanding
obligation with respect such replacement. CL&P shall not be in breach of the
foregoing if CL&P has placed an order for such replacement Inventory, but the
delivery thereof has not occurred as of the Closing Date; and
(ii) The Purchase Price shall be reduced by the agreed value of such
Inventory as set forth on Schedule 2.1(b).
To the extent appropriate, the effect of the consumption and replacement
of Inventory contemplated in this Section 5.3(b) shall be aggregated to
produce a net adjustment to the Purchase Price. Notwithstanding the
foregoing, CL&P shall be entitled, at any time and without affecting the
Purchase Price, to sell, remove or otherwise dispose of all or any portion of
inventory that does not constitute Inventory.
5.4 Full Access; Year 2000 Computer Problem.
(a) During the Interim Period, CL&P will permit CRRA and Representatives of
CRRA during normal business hours (i) to have access upon reasonable notice,
in a manner so as not to interfere with the normal business operations of
CL&P, to all premises, properties, management, personnel, books, records
(including Tax records) and documents associated with the Acquired Assets;
(ii) permit CRRA to make such reasonable inspections thereof as CRRA may
reasonably request; and (iii) furnish CRRA with a copy of each material
report, schedule or other document filed or received by it with respect to
the Acquired Assets with a Governmental Authority. Notwithstanding the
foregoing, and without limiting the generality of the confidentiality
provisions set forth in Section 7 hereof, CL&P shall: (i) not provide any
information that in CL&P's counsel's opinion constitutes or could be deemed
to constitute a waiver of the attorney-client privilege, and (ii) not be
required to supply CRRA with any information or records that CL&P is under a
legal obligation not to supply, including, without limitation, any Employees'
Records.
(b) During the Interim Period, CL&P shall consult with CRRA and
cooperate
with CRRA's reasonable requests regarding modifications to any hardware,
software or firmware (including embedded micro-controllers in non-computer
equipment) included in the Acquired Assets so as to ensure to the extent
practicable that on and following the Closing Date the operation of the
Acquired Assets by CRRA will not be interrupted or adversely affected due to
the Year 2000 Computer Problem. Any amounts expended by CL&P at the request
of CRRA under this Section 5.4(b) shall constitute an adjustment to the
Initial Closing Price pursuant to Section 2.6(a) hereof.
(c) During the Interim Period, at the sole cost and expense of CRRA,
CL&P
will permit designated employees or Representatives of CRRA (the "CRRA's
Observers") to observe all operations of CL&P related to the Acquired Assets
and such observation shall be permitted on a cooperative basis in the
presence of personnel of CL&P (which personnel shall be at CL&P's cost)
during normal business hours of CL&P, provided, however, that CRRA's
Observers shall not unreasonably interfere with the operation of the Acquired
Assets by CL&P.
5.5 Pre-Closing Notice.
(a) The Parties shall notify each other promptly if any information comes to
their attention prior to the Closing that is likely (i) to excuse either
party from the performance of its obligations under this Agreement or the
Related Agreements or (ii) cause any condition to close set forth in Section
s 6.1 or 6.2 not to be satisfied.
(b) CL&P shall notify CRRA of the existence of any matter, which would, if
in existence on the Execution Date or the Closing Date would or might cause
any of the representations or warranties in Section 3 above to be untrue or
incorrect. Unless CRRA has the right to terminate this Agreement pursuant to
Section 10.1(a)(vi) below by reason of such notice and exercises that right
within the period of 15 days referred to in Section 10.1(a)(vi) below, the
written notice pursuant to this Section 5.5(b) shall be deemed to have
amended the appropriate Schedule or Schedules as of the Execution Date, to
have qualified the representations and warranties contained in Section 3
above as of the Execution Date, and to have cured any misrepresentation or
breach of warranty that otherwise might have existed hereunder by reason of
the existence of such matter.
(c) CRRA shall notify CL&P of the existence of any matter, which if in
existence on the Execution Date or the Closing Date would or might cause any
of the representations or warranties in Section 4 above to be untrue or
incorrect. Unless CL&P has the right to terminate this Agreement pursuant to
Section 10.1(b)(vi) below by reason of such notice and exercises that right
within the period of 15 days referred to in Section 10.1(b)(vi) below, the
written notice pursuant to this Section 5.5(c) shall be deemed to have
amended the appropriate Schedule or Schedules as of the Execution Date, to
have qualified the representations and warranties contained in Section 4
above as of the Execution Date, and to have cured any misrepresentation or
breach of warranty that otherwise might have existed hereunder by reason of
the existence of such matter.
5.6 Further Assurances.
(a) At any time and from time to time after the Closing, at the request of a
Party, the other Party will execute and deliver such instruments of sale,
transfer, conveyance, assignment and confirmation and take such action as
CL&P and CRRA may both reasonably agree is necessary to transfer, convey and
assign to CRRA, and to confirm CRRA's title to, or interest in, the Acquired
Assets and Assumed Liabilities or to put CRRA in actual possession and
operating control of the Acquired Assets.
(b) In the event that any asset that is an Acquired Asset shall not have
been conveyed to CRRA at the Closing, CL&P shall, subject to Section s
5.6(c), (d) and (e), use its best efforts to convey such asset to CRRA as
promptly as is practicable after the Closing.
(c) To the extent that CL&P's rights under any Contract may not be assigned
without the consent of another Person which consent has not been obtained by
the Closing Date, this Agreement shall not constitute an agreement to assign
the same if an attempted assignment would constitute a breach thereof or be
unlawful, and CL&P, at its expense, shall use its Commercially Reasonable
Efforts to obtain any such required consent(s) as promptly as possible. CL&P
and CRRA agree that if any consent to an assignment shall not be obtained, or
if any attempted assignment would be ineffective or would impair CRRA's
rights and obligations under the Contract in question, so that CRRA would not
in effect acquire the benefit of all such rights and obligations, CL&P, to
the maximum extent permitted by law and such Contract, shall, after the
Closing, appoint CRRA to be CL&P's agent with respect to such Contract, and
CL&P shall, to the maximum extent permitted by law and such Contract, enter
into such reasonable arrangements with CRRA as are necessary to provide CRRA
with the benefits and obligations of such Contract. CL&P and CRRA shall
cooperate and shall each use their Commercially Reasonable Efforts after the
Closing to obtain an assignment of such Contract to CRRA; provided that
neither CL&P nor CRRA shall have any obligation to offer or pay any
consideration in order to obtain any such consents.
(d) To the extent that CL&P's rights under any warranty or guaranty
described in Section 2.1(b) may not be assigned without the consent of
another Person, which consent has not been obtained by the Closing Date, this
Agreement shall not constitute an agreement to assign the same, if an
attempted assignment would constitute a breach thereof, or be unlawful. CL&P
and CRRA agree that if any consent to an assignment of any such warranty or
guaranty would be ineffective or would impair CRRA's rights and obligations
under the warranty or guaranty in question, so that CRRA would not in effect
acquire the benefit of all such rights and obligations, CL&P shall use
Commercially Reasonable Efforts, at CRRA's sole cost and expense, to the
extent permitted by law and such warranty or guaranty, to enforce such
warranty or guaranty for the benefit of CRRA so as, to the maximum extent
possible, to provide CRRA with the benefits and obligations of such warranty
or guaranty. Notwithstanding the foregoing, CL&P shall not be obligated to
bring or file suit against any Third Party, provided that if CL&P shall
determine not to bring or file suit after being requested by CRRA to do so,
CL&P shall assign, to the extent permitted by law or any applicable agreement
or contract, its rights in respect of the claims so that CRRA may bring or
file such suit.
(e) To the extent that any personal property lease cannot be assigned to
CRRA or is not subject to arrangements described in Section 5.6(c), upon
CRRA's request and at CRRA's sole expense, CL&P will use Commercially
Reasonable Efforts to acquire the assets relating to such lease and to
include them in the Acquired Assets before the Closing Date.
5.7 Employee Matters.
(a) CRRA shall maintain, or cause the Operator to maintain, the
employment of the Employees for the period ending on the first anniversary of
the License Commencement Date, at levels of wages and overall compensation
not lower than each such employee's level of wages and overall compensation
as of the License Commencement Date; provided that nothing herein shall
prevent the Employer from terminating any such employee's employment for
cause during such minimum employment period.
(b) CRRA shall take (or, if CRRA has caused the Operator to hire the
Employees, cause the Operator to take) all action necessary and appropriate
to maintain a tax qualified pension plan established for the Employees
("CRRA's Plan") consistent with the Jet License and providing, inter alia,
the following:
(i) The Employer shall provide a minimum level of pension benefits
calculated using the pension benefit formula applicable to each Employee
under the NUSCO Retirement Plan ("CL&P's Plan") as of the License
Commencement Date. The Employer's minimum obligation with regard to this
pension benefit will be calculated as the difference between (a) the
Employee's total pension benefit as calculated as of the employee's
retirement date using (i) the pension benefit formula under CL&P's Plan
applicable to the employee as of the License Commencement Date, (ii) such
employee's final average earnings (as defined in CL&P's Plan) as of the
employee's retirement date, taking into account compensation earned from CL&P
and the Employer, (iii) such employee's total years of service with CL&P and
the Employer as of the employee's retirement date, and (iv) covered
compensation as of the employee's retirement date, and (b) the pension
benefit payable to the employee by CL&P at retirement as follows: the pension
benefit payable to each Employee at age 65 by CL&P shall be calculated by
CL&P as of the License Commencement Date, based upon (i) the pension benefit
formula under CL&P's Plan applicable to the employee as of the License
Commencement Date, (ii) years of credited service with CL&P as of the License
Commencement Date, (iii) final average earnings (as defined in CL&P's Plan)
as of the License Commencement Date, and (iv) covered compensation as of the
License Commencement Date. This benefit shall be a vested terminated benefit
subject to the vested terminated actuarial factors applied under CL&P's Plan.
(ii) CL&P shall provide each Employee with a vested and non-forfeitable
right to a benefit equal to his accrued benefit under CL&P's Plan determined
as of the License Commencement Date as described in Section 5.7(b)(i) above.
(iii) If the Employer terminates the employment of any Eligible Employee (as
defined below), the Employer will provide the benefits described in Schedule
2.7(c)(iii) to the Jet License. An Eligible Employee is an employee whose
age on the License Commencement Date is between 50 and 54 years, inclusive,
and whose age plus years of credited service under CL&P's Plan on the same
date equals or exceeds 65 years.
(iv) CL&P's Plan permits employees age 55 and older to retire on or after
January 1, 2000 with full pension benefits if the sum of the employee's age
and years of credited service equals 85 at such employee's termination date
("Rule of 85"). The Employer shall apply the Rule of 85 to all Employees.
(c) The Employer shall maintain for the Employees at least until the
first anniversary of the License Commencement Date, health, life and
disability plans and programs, which plans, in the aggregate, shall be
generally comparable to the existing plans and programs provided to such
Employees by CL&P as of the License Commencement Date as listed on Schedule
2.7(d) to the Jet License.
(d) The Employer shall apply each Employee's prior service with CL&P
toward any eligibility, vesting or other waiting period requirements under
the Employer's Employee Benefit Plans to the extent such conditions were
satisfied under CL&P's Employee Benefit Plans prior to the License
Commencement Date. In addition, the Employer shall waive all limitations
with respect to preexisting conditions, exclusions and waiting periods with
respect to participation and coverage requirements under the Employer's
Employee Benefit Plans and credit each Employee for any co-payments and
deductibles paid prior to the License Commencement Date under any such plans
in which each Employee participates. The Employer shall vest each Employee
to the extent such employee is vested under CL&P's Employee Benefit Plans as
of the License Commencement Date.
(e) Within a reasonable time after the request by the Employer, CL&P
shall provide the Employer with such pertinent data or information as the
Employer shall reasonably require to determine each Employee's service,
compensation and accrued benefits under CL&P's Plan as of the License
Commencement Date.
(f) CL&P shall provide and remain liable for any and all continuation
of coverage under CL&P's Employee Benefit Plans as required under Section s
601 through 608 of ERISA and Section 4980B of the Code with respect to any
person as to whom a "qualifying event" as defined in Section 4980 of the
Code occurred on or prior to the License Commencement Date.
(g) To the extent that CL&P has not already done so on or before the
License Commencement Date, CL&P shall terminate the employment of the
Employees and shall be solely responsible for the payment of all wages and
compensation thereupon legally owing to or with respect to the Employees
including, without limitation, accrued and payable vacation pay, bonuses,
severance pay, overtime, and all benefits under any Employee Benefit Plan
that became payable on account of such termination of employment or any other
amounts to which the Employees may be entitled for services rendered prior to
their termination or by virtue of their termination. CL&P shall retain any
and all liability under CL&P's Employee Benefit Plans for retirees of CL&P
relating to the Facilities as of the License Commencement Date.
(h) CL&P agrees to timely perform and discharge all requirements under
the WARN Act and under applicable state and local Laws for the notification
of its employees arising from the sale of the Acquired Assets to CRRA up to
and including the License Commencement Date. After the License Commencement
Date, the Employer shall be responsible for performing and discharging all
requirements under the WARN Act and under applicable Laws for the
notification of its employees, whether Employees or otherwise. All severance
and other costs associated with workforce restructuring activities associated
with the Acquired Assets and/or the Employees subsequent to the License
Commencement Date shall be borne solely by the Employer.
5.8 Access after Closing to CRRA and CL&P Records.
(a) For a period of five (5) years after the Effective Date, CL&P shall
have reasonable access to all of the records, books and documents related to
the Acquired Assets to the extent that such access may reasonably be required
by CL&P in connection with matters relating to or affected by the operations
of CL&P prior to the Closing Date. Such access shall be afforded by CRRA
upon receipt of reasonable advance notice and during normal business hours.
CL&P shall be solely responsible for any costs or expenses incurred by it
pursuant to this Section 5.8(a).
(b) For a period of five (5) years after the Effective Date, CL&P shall
have reasonable access to the Employees, for purposes of consultation or
otherwise, to the extent that such access may reasonably be required by CL&P
in connection with matters relating to or affected by the operations of CL&P
prior to the Closing.
(c) If CRRA shall desire to dispose of any records, books or documents
that may relate to operation of the Acquired Assets before the Closing prior
to the expiration of such five-year period, CRRA shall, prior to such
disposition, give to CL&P a reasonable opportunity, at CL&P's expense, to
segregate and remove during normal business hours such records, books or
documents as CL&P may select.
5.9 NEPOOL. At the Closing Date, CRRA shall submit to the governance
of the ISO New England as established by the NEPOOL Agreement, and CRRA shall
comply with all rules and regulations of the ISO New England related to
shutdown of the Facility.
5.10 Risk of Loss. Except as otherwise provided in this Section 5.10,
and subject to the terms of the Jet License, during the Interim Period all
risk of loss or damage to the Acquired Assets (other than, during the term of
the Jet License, the Jets) shall be borne by CL&P. If during the Interim
Period, the Acquired Assets (other than the Jets) are damaged by fire or
other casualty (each such event, an "Event of Loss"), or are taken by a
Governmental Authority by exercise of the power of eminent domain (each, a
"Condemnation"), then the following provisions shall apply:
(a) the occurrence of any one or more Condemnations (provided that any
Condemnation proceeds are made available to CRRA at Closing), as a result of
which the aggregate condemnation proceeds equal an amount less than or equal
to two percent (2%) of the Initial Closing Price, shall have no effect on the
transactions contemplated hereby;
(b) upon the occurrence of (i) any one or more Events of Loss, or (ii)
any one or more Condemnations (provided that any Condemnation proceeds are
made available to CRRA at Closing), as a result of which the aggregate
Condemnation proceeds equal an amount in excess of two percent (2%) of the
Initial Closing Price (a "Major Loss"), CL&P shall have, in the case of a
Major Loss relating to one or more Events of Loss, the option, exercised by
notice to CRRA, to restore, repair or replace the damaged Acquired Assets
prior to Closing. If CL&P elects to restore, repair or replace the Acquired
Assets relating to a Major Loss, which election shall be made by notice to
CRRA within fifteen (15) days following the occurrence of the Major Loss, the
completion of the repair, replacement or restoration will be a condition to
the Closing and the Closing Date shall be postponed at the election of CL&P
for the amount of time reasonably necessary to complete the restoration,
repair or replacement, not to exceed one hundred and eighty (180) days
without CRRA's consent. If CL&P elects not to restore, repair or replace the
Acquired Assets affected by a Major Loss, or such Major Loss is the result of
one or more Condemnations, the provisions of Section 5.10(c) will apply;
(c) in the event that CL&P elects not to restore, repair or replace a
Major Loss, or in the event that CL&P, having elected to repair, replace or
restore the Major Loss, fails to complete the repair, replacement or
restoration within the one hundred eighty (180) days (or such longer period
as CRRA shall have consented to), or in the event that a Major Loss is the
result of one or more Condemnations, then the Parties shall, within thirty
(30) days following CL&P's election, failure to complete, or the occurrence
of such Condemnations, as the case may be, negotiate in good faith an
equitable adjustment in the Closing Price to reflect the impact of the Major
Loss, as mitigated by any repair, replacement or restoration work actually
completed by CL&P on the Acquired Assets and proceed to conclude the Closing.
To assist CRRA in its evaluation of any and all Events of Loss, CL&P shall
provide CRRA such access to the Acquired Assets and such information as CRRA
may reasonably request in connection therewith; and
(d) in the event that the Parties fail to reach agreement on an
equitable adjustment of the Closing Price within the thirty (30) days
provided in Section 5.10(c), then CRRA shall have the right, exercisable by
notice to CL&P within fifteen (15) days immediately following the expiration
of said thirty (30) day period, to either (a) proceed with the consummation
of the Closing, with a reduction in the Closing Price consistent with CL&P's
last offer communicated to CRRA, in which event CL&P shall assign over or
deliver to CRRA all condemnation proceeds or insurance proceeds which CL&P
receives, or to which CL&P becomes entitled by virtue of the Events of Loss,
less any costs and expenses reasonably incurred by CL&P in obtaining such
condemnation proceeds or insurance proceeds, or (b) terminate this Agreement,
in which event this Agreement shall terminate and neither Party shall
thereafter have any obligation or liability to the other by reason of this
Agreement. If CRRA fails to make the election within the fifteen (15) day
period, CRRA will be deemed to have made the election to proceed with the
Closing.
Notwithstanding anything to the contrary in this Section 5.10, any
Event of Loss affecting all or any portion of (i) the Jets during the term of
the Jet License shall be borne by CRRA and addressed in accordance with the
Jet License; and/or (ii) the EGF after the Effective Date shall be borne by
CRRA under the EGF License and addressed in accordance with the EGF License.
Without limiting the foregoing, any such Event of Loss so affecting the Jets
and/or after the Effective Date, the EGF shall not affect in any manner
whatsoever the obligations of the Parties hereunder, whether as a condition
to the Closing, an adjustment to the Closing Price, or otherwise.
5.11 Regulatory Approval Process. Within fifteen (15) days after the
Execution Date CRRA shall promptly supply CL&P with the information in CRRA's
possession requested by CL&P and required for CL&P's applications, including
all required exhibits and attachments, under Section s 203 and 205 of the
Federal Power Act substantially (the "FERC Applications"); within fifteen
(15) days after receiving such information, CL&P shall submit draft FERC
Applications in a form ready for filing with the FERC to CRRA for CRRA's
review and confirmation of the information supplied by it; and CL&P shall
file the FERC Applications with the FERC in accordance with the rules and
regulations of the FERC within fifteen (15) days after receiving CRRA's
comments.
5.12 Remediation under Environmental Laws, including the Connecticut
Transfer Act.
(a) Determination and Filing. CRRA agrees that the Site is an
establishment as defined in the Connecticut Transfer Act (C.G.S. Section 22a-
134 et seq.), and that it is CRRA's sole and exclusive responsibility (i) to
determine which form or forms must be filed under such Act; (ii) to comply,
at its sole cost and expense, with any requirement for executing appropriate
forms and making necessary submissions in connection with the Connecticut
Transfer Act; (iii) to comply, at its sole cost and expense, with any
requirement under the Connecticut Transfer Act for investigations or
Remediation of Hazardous Substances Released at the Site; (iv) to pay any
transfer fees due the Connecticut Department of Environmental Protection
("DEP") and other related fees or costs; and (v) to designate a party
associated with the transfer of the Site or any portion thereof to be the
certifying party as defined in and in accordance with such Act; provided,
however, that CRRA shall be the certifying party if the DEP does not accept
the party designated by CRRA.
(b) CL&P Reimbursement.
(i) CL&P agrees to reimburse CRRA, subject to an aggregate dollar limitation
of $2,000,000, for fifty percent (50%) of the actual and verifiable costs and
expenses of Remediation incurred by CRRA under Section 5.12(a). CRRA
represents, and CL&P acknowledges, that in connection with the transfer of
the
Real Property and the granting of the purchase Option to CRRA, CRRA has
entered into a contract ("Exit Strategy Contract") with TRC Companies, Inc.
for the Remediation of the Site in compliance with Environmental Laws,
including, without limitation, the Connecticut Transfer Act. The Exit
Strategy Contract requires a fixed, upfront payment for such Remediation of
the Site, which payment substantially exceeds $4,000,000. At the Closing,
CRRA shall present documentation to CL&P that the cost for Remediation
exceeds
$4,000,000, and CL&P shall pay (through an adjustment to the Initial Closing
Price under Section 2.6) CRRA $2,000,000 for such Remediation expenses.
(ii) In addition and without receiving any credit for the sharing and
maximum aggregate $2,000,000 payment referenced in Section 5.12(b)(i),
CL&P shall pay
to and indemnify CRRA for all costs or expenses of Remediation incurred by
CRRA to the extent that such costs or expenses relate to the Excluded
Liabilities. CRRA shall not incur such costs or expenses without CL&P's
prior
written consent, unless a Governmental Authority has ordered CRRA to
undertake
such Remediation, a Licensed Environmental Professional has required such
Remediation in lieu of such an order, or such Remediation is reasonably
necessary to protect the public health or safety or to preclude the further
Release of Hazardous Substances. In any event (unless giving such notice is
not practicable, in which case the maximum practicable advance notice, or
immediate subsequent notice, shall be given), before incurring any such costs
and expenses, CRRA shall provide at least thirty (30) days' notice to CL&P
describing, in reasonable detail to the extent known, the Remediation to be
taken, the estimated costs and expenses thereof, the actions of the
Governmental Authority or Licensed Environmental Professional requiring such
Remediation, and CRRA's basis for concluding that such Remediation relates to
an Excluded Liability.
(iii) Except for the Excluded Liabilities (including the Excluded
Liabilities
that are Environmental Liabilities), effective on and after the adjustment to
the Initial Closing Price for the costs of Remediation required under Section
5.12(b)(i) at the Closing, CRRA does hereby, on behalf of itself, its
successors, its successors in title to any portion of the Site, its
Affiliates
and their respective representatives, agents, directors, officers, employees,
servants, and their respective successors, assigns, heirs, executors and
administrators (individually and collectively, "Releasors"), irrevocably and
fully release and forever discharge CL&P, its Affiliates and their respective
representatives, agents, directors, trustees, officers, employees, servants,
and their respective successors, assigns, heirs, executors and administrators
(individually and collectively, "Releasees"), of and from all Environmental
Liabilities, including, without limitation, Environmental Claims, against
Releasees, that Releasors ever had, now have or which Releasors hereafter
can, shall or may have for, upon, or by reasons of, any matter, cause or
thing whatsoever, direct or indirect, absolute or contingent, whether
presently existing or made in the future, arising from or relating to the
Environmental Liabilities at the Site assumed by CRRA under Section 2.3 of
this Agreement. The Excluded Liabilities are specifically excluded from the
foregoing release.
(iv) Effective on the Closing Date, with respect to the release set forth in
Section 5.12(b)(iii), CRRA, on behalf of itself and the other Releasors,
hereby irrevocably, fully and completely waives any and all rights, benefits
and entitlements that each now has, or in the future may have conferred upon
it by virtue of any statute or common law principle that provides that a
general release does not extend to claims, losses or other liabilities that
an
entity does not know or suspect to exist in its favor at the time of such
release, which if known, would have materially affected such person's
settlement with the other entity. In furtherance of the foregoing, CRRA
hereby acknowledges that factual matters now unknown to it or the other
Releasors may have given or may hereafter give rise to claims, losses or
other
liabilities that are presently unknown, unanticipated and unsuspected, and
each further expressly acknowledges that this Section 5.12 has been
negotiated and agreed upon in light of that awareness.
(c) Environmental Land Use Restrictions. To the extent deemed
reasonable, CRRA or its assignee may elect to place Environmental Land Use
Restrictions (ELURs) pursuant to C.G.S. Section 22a-133n through Section 22a-
133s and regulations promulgated thereunder, on the Hartford Land Records
with reference to the entire Site or any portion thereof (collectively or
individually referred to as "Subject Area"), including without limitation any
Reserved Easement areas or the Retained Parcel, so as to permit CRRA or its
assignee to take the benefit of less stringent remediation standards
authorized by the RSRs. Such ELURs may include: (A) prohibitions on
residential use of the Subject Area; (B) prohibitions on the use of
groundwater for drinking or other domestic purposes; and/or (C) restrictions
on the right to disturb soil or construct buildings on the Subject Area.
CL&P agrees that the ELURs shall be prior in right to the Reserved Easements
and shall encumber CL&P's rights to the Retained Parcel pursuant to the self-
operation subordination language in the Deed.
(d) Coordination of Remediation Activities. CRRA will provide CL&P
with an opportunity to review and comment on any Remediation which will take
place within any Reserved Easements or on the Retained Parcel. CRRA will use
its best efforts to conduct any such Remediation, including in particular any
excavation of soils and structures and the installation and maintenance of an
engineered synthetic material cap undertaken to make soils inaccessible or
environmentally isolated in accordance with the RSRs, in a manner which will
not materially interfere with or delay CL&P's existing or future ability to
construct, operate and maintain, in the areas affected by the Reserved
Easements and/or on the Retained Parcel, underground, above-ground or on-
ground electric transmission and distribution facilities, including, but not
limited to, the types of facilities listed in Schedule 5.12(d). Once an area
has been remediated in accordance with the RSRs, CL&P shall pay all costs to
disturb and restore such area consistent with the RSRs, except for any
incremental additional costs incurred as a result of CRRA's decision to use a
synthetic material cap or other remediation technique which is more difficult
to restore than a cap consisting of asphalt, concrete or a natural material,
such as clay. CRRA shall pay any such additional incremental costs.
Specifically, in the Reserved Easements or on the Retained Parcel, unless
such action by CRRA does not materially increase the time frame for
performing repairs and maintenance, and CRRA pays any additional costs
incurred by CL&P as a result of such actions, CRRA shall not: (i) raise the
grade of any area under or adjacent to any existing overhead electric lines
to a point where clearances required by the National Electrical Safety Code
and/or the Connecticut Department of Public Utility Control cannot be met, or
that could hamper access to CL&P facilities; or (ii) use an engineered,
synthetic material cap in any area containing a manhole for underground
electric facilities or containing on ground or buried electric facilities
such as grounding grids, counterpoise, poles and foundation that cannot
reasonably be accessed through a manhole, unless the cap can be penetrated,
repaired and restored at a cost and within a time frame comparable to the
cost and time frame for excavating, repairing and restoring a cap composed of
asphalt, concrete or a natural material such as clay.
5.13 Discharge of Environmental Liabilities.
(a) In discharging its Environmental Liabilities, if any, on or after
the Closing Date, pursuant to Section 2.3(a) hereof, CRRA agrees and
covenants that CRRA will not prejudice or impair CL&P's rights under the
Environmental Laws or interfere with CL&P's ability to contest in appropriate
administrative, judicial or other proceedings its liability, if any, for
Environmental Claims or Remediation. Unless otherwise agreed by the Parties,
CRRA shall promptly provide to CL&P copies of all written information, plans,
documents and material correspondence submitted to or received from such
Governmental Authorities relating to CRRA's discharge of any Environmental
Liabilities assumed pursuant to this Agreement.
(b) In discharging the Excluded Liabilities relating to the
Environment, if any, on or after the Closing Date, pursuant to Section
2.3(a) hereof, CL&P agrees and covenants that CL&P will not prejudice or
impair CRRA's rights under the Environmental Laws or interfere with CRRA's
ability to contest in appropriate administrative, judicial or other
proceedings its liability, if any, for Environmental Claims or Remediation.
Unless otherwise agreed by the Parties, CL&P shall promptly provide to CRRA
copies of all written information, plans, documents and material
correspondence submitted to or received from such Governmental Authorities
relating to CL&P's discharge of such Excluded Liabilities.
6. Conditions to Obligation to Close.
6.1 Conditions to Obligation of CRRA to Close. The obligation of CRRA
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
(a) Representations and Warranties. The representations and warranties
of CL&P set forth in Section 3 above shall be true and correct in all
material respects at and as of the Closing Date;
(b) Performance of CL&P. CL&P shall have performed and complied in all
material respects with all of its covenants, agreements and obligations
hereunder through the Closing Date;
(c) CL&P's Regulatory Approvals. CL&P shall have received CL&P's
Regulatory Approvals specified in Schedule 6.1(c), with such terms and
conditions as may be included therein except for such terms and conditions
that, either singly or in the aggregate, are reasonably likely to have a
Material Adverse Effect;
(d) CRRA's Regulatory Approvals. CRRA shall have received CRRA's
Regulatory Approvals specified in Schedule 6.1(d), with such terms and
conditions as may be included therein except for such terms and conditions
that, either singly or in the aggregate, are reasonably likely to have a
Material Adverse Effect;
(e) Absence of Litigation. There shall not be any injunction,
judgment, order, decree or ruling in effect or pending which would prevent or
inhibit consummation of the transactions contemplated by this Agreement or
the Related Agreements;
(f) No Material Adverse Effect. There shall not be any Material
Adverse Effect;
(g) Removal of Items. Subject to the Reciprocal License and the
Reserved Easements, CL&P shall have removed all inventory which is not an
Acquired Asset prior to the Closing from the Real Property and disposed
thereof in accordance with Law including, without limitation, all
Environmental Laws;
(h) Deliveries. CL&P shall have complied in all material respects with
the delivery requirements of Section 2.10;
(i) Trustee approval. CRRA shall have received evidence that the
trustees for each series of bonds issued to finance CRRA's Mid-Connecticut
solid waste disposal system have consented to the transfer of the rights of
CL&P under the Mid-Connecticut Documents by CL&P to CRRA's designee and to
any amendment to such Mid-Connecticut Documents that CRRA or said trustees
believe is necessary because of such transfer;
(j) Permits. The permits required for CRRA to conduct operations at the
Real Property and listed on Schedule 6.1(j) have been issued and all
applicable appeal periods pertaining to such issuances have expired; and
(k) Effective Date. The Effective Date has occurred, or is occurring
simultaneously with the Closing, including the delivery of the Release of
Mortgage Indenture.
CRRA may waive any condition specified in this Section 6.1 if it executes a
writing so stating at or prior to the Closing Date and such waiver shall not
be considered a waiver of any other provision in this Agreement unless the
writing specifically so states.
6.2 Conditions to Obligation of CL&P to Close. The obligation of CL&P
to consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:
(a) Representations and Warranties. The representations and warranties
of CRRA set forth in Section 4 above shall be true and correct in all
material respects at and as of the Closing Date;
(b) Performance by CRRA. CRRA shall have performed and complied in all
material respects with all of its covenants, agreements and obligations
hereunder through the Closing Date;
(c) CL&P's Regulatory Approvals. CL&P shall have received CL&P's
Regulatory Approvals specified in Schedule 6.1(c), in each case without terms
and conditions that are reasonably likely to have a material adverse effect
on CL&P and in the case any modification of the DPUC Approval as in effect on
the Execution Date, with such terms and conditions as are acceptable to CL&P
in its reasonable discretion;
(d) CRRA's Regulatory Approvals. CRRA shall have received CRRA's
Regulatory Approvals specified in Schedule 6.1(d), in each case without terms
and conditions that are reasonably likely to have a material adverse effect
on CL&P;
(e) Absence of Litigation. There shall not be any injunction,
judgment, order, decree or ruling in effect or pending which would prevent or
inhibit consummation of the transactions contemplated by this Agreement or
the Related Agreements;
(f) Deliveries. CRRA shall have complied in all material respects with
the delivery requirements of Section 2.11; and
(g) NEPOOL. CRRA either shall be a member in good standing of NEPOOL,
or shall be agreed to be bound by NEPOOL's rules and regulations in
accordance with the NEPOOL Agreement.
(h) Effective Date. The Effective Date has occurred, or is occurring
simultaneously with the Closing.
CL&P may waive any condition specified in this Section 6.2 if it executes a
writing so stating at or prior to the Closing Date and such waiver shall not
be considered a waiver of any other provision in this Agreement unless the
writing specifically so states.
7. Confidentiality.
(a) Each Receiving Party and each Representative thereof will treat and
hold as confidential all of the Proprietary Information, and refrain from
using any of the Proprietary Information except in connection with this
Agreement and the Related Agreements and transactions contemplated hereby and
thereby. In the event that the Receiving Party or any Representative thereof
is requested or required (including, without limitation, (i) pursuant to any
rule or regulation of any stock exchange or other self- regulatory
organization upon which any of the Receiving Party's securities are listed or
(ii) by applicable Law and/or by oral question or request for information or
documents in any legal proceeding, including without limitation CRRA's
Regulatory Approval and CL&P's Regulatory Approval processes, interrogatory,
subpoena, civil investigative demand, or similar process) to disclose any
Proprietary Information, the Receiving Party will notify the Disclosing Party
promptly of the request or requirement so that the Disclosing Party may seek
an appropriate protective order or waive compliance with the provisions of
this Section 7. If, in the absence of a protective order or the receipt of
a waiver hereunder, the Receiving Party or any Representative thereof is, on
the advice of counsel, compelled to disclose any Proprietary Information
pursuant to any such request or requirement, then the Receiving Party or such
Representative may disclose the Proprietary Information so requested or
required to be disclosed; provided, however, that the Receiving Party shall
use its reasonable best efforts to obtain, at the request of the Disclosing
Party, an order or other assurance that confidential treatment will be
accorded to such portion of the Proprietary Information required to be
disclosed as the Disclosing Party shall designate. If this Agreement is
terminated pursuant to Section 10.1 hereof, then each Receiving Party shall
deliver promptly to the Disclosing Party or destroy, at the request and
option of the Disclosing Party, all tangible embodiments (and all copies) of
the Proprietary Information which are in its possession.
(b) The obligations of the Parties contained in this Section 7 shall
be in full force and effect for three years from the Execution Date and will
survive the termination of this Agreement, the discharge of all other
obligations owed by the Parties to each other and any transfer of title to
the Acquired Assets.
(c) Upon the Disclosing Party's prior written approval (which will not
be unreasonably withheld), the Receiving Party may provide Proprietary
Information to the DPUC, the FERC, the SEC or any other Governmental
Authority with jurisdiction, as necessary, to obtain any consents, waivers or
approvals as may be required for the Receiving Party to undertake the
transactions contemplated herein. The Receiving Party will seek confidential
treatment for such Proprietary Information provided to any such Governmental
Authority (if such confidential treatment is available from the appropriate
Governmental Authority) and the Receiving Party will notify the Disclosing
Party as far in advance as is practicable of its intention to release to any
such Governmental Authority any such Proprietary Information.
8. Taxes.
(a) The Parties contemplate that the conveyance of the Real Property
will be exempt from conveyance and other sales and transfer Taxes pursuant to
C.G.S. Section 12-498 and 12-412(1)(A). To the extent that such exemption is
not available due to the acts or omissions of either Party, the Party
responsible for such act or omission shall bear the resulting transfer Tax.
(b) With respect to Taxes to be prorated in accordance with Section
2.8 of this Agreement only, to the extent it is required to do so by Law,
CRRA shall prepare and timely file all Tax Returns required to be filed after
the Closing with respect to the Acquired Assets, if any, and shall duly and
timely pay all such Taxes shown to be due on such Tax Returns. CRRA's
preparation of any such Tax Returns shall be subject to CL&P's approval,
which approval shall not be unreasonably withheld. No later than twenty-five
(25) Business Days prior to the due date of any such Tax Return, CRRA shall
make such Tax Return available for CL&P's review and approval. CL&P shall
respond no later than ten (10) Business Days prior to the due date for filing
such Tax Return. With respect to such Tax Return, CL&P shall pay to CRRA its
appropriate share of the amount shown as due on the Tax Returns determined in
accordance with Section 2.8 of this Agreement. If CRRA determines that it
is not required by Law to file certain Tax Returns, and accordingly does not
do so, then CRRA agrees, to the extent permitted by Law, to indemnify CL&P
against and hold CL&P harmless from, any and all losses, costs, Liabilities
and expenses (including, without limitation, reasonable attorneys' fees)
suffered or incurred by CL&P as a result of such decision not to so file,
other than the Tax allocated to CL&P in accordance with Section 2.8.
(c) Each of CRRA and CL&P shall provide the other with such assistance
as may reasonably be requested by the other Party in connection with the
preparation of any Tax Return, any audit or other examination by any taxing
authority, or any judicial or administrative proceedings relating to
liability for Taxes, and each will retain and provide the requesting Party
with any records or information which may be relevant to such Tax Return,
audit or examination, proceedings or determination. Any information obtained
pursuant to this Section 8 or pursuant to any other Section hereof
providing for the sharing of information or review of any Tax Return or other
schedule relating to Taxes shall be deemed to be and shall be Proprietary
Information.
9. Survival of Representations and Warranties; Effect of Closing and
Indemnification.
9.1 Survival of Representations and Warranties; Survival of Covenants
and Agreements. The representations and warranties of CL&P set forth in
Section s 3.1, 3.2, 3.3, 3.4 and 3.13, and the representations and warranties
of CRRA set forth in Section s 4.1, 4.2, 4.3 and 4.4, shall survive the
Closing for a period one (1) year after the Closing Date; all other
representations and warranties of the Parties contained in this Agreement
shall terminate at the Closing and all representations and warranties of the
Parties contained in this Agreement shall terminate upon a termination of
this Agreement pursuant to Section 10.1. The covenants of the Parties
contained in this Agreement, other than those set forth in this Article 9 and
those which by their terms survive the Closing and/or termination of this
Agreement, shall terminate at the Closing or the termination of this
Agreement pursuant to Section 10.1.
9.2 Effect of Closing. Upon the Closing, any condition to the
obligations of either Party hereunder that has not been satisfied, or any
representation, warranty or covenant that has been breached or left
unsatisfied by either Party will be deemed waived by the Parties, and each
Party will be deemed to fully release and forever discharge the other Party
on account of any and all claims, demands or charges, known or unknown, with
respect to the same. Nothing in this Section 9.2 shall be deemed to affect
any provision herein which expressly survives the Closing or pertains to
matters which will occur after the Closing.
9.3 Indemnity by CL&P. CL&P shall, to the extent permitted by law,
indemnify, defend and hold harmless CRRA against and in respect of all
Liabilities, obligations, judgments, Liens, injunctions, charges, orders,
decrees, rulings, damages, assessments, Taxes, losses, fines, penalties,
damages, expenses, fees, costs, and amounts paid in settlement (including
reasonable consultants', attorneys' and expert witness fees and disbursements
in connection with investigating, defending or settling any action or
threatened action), arising out of any claim, complaint, demand, cause of
action, audit, investigation, hearing, action, suit or other proceeding
asserted or initiated or otherwise existing in respect of any matter
(collectively, the "Losses"), that results from:
(a) any Liability of CL&P that becomes a Liability of CRRA under any
bulk transfer law of any jurisdiction;
(b) any Excluded Liability, including, without limitation, any
Environmental Liabilities excluded under Section 2.4;
(c) any material breach by CL&P of any representation or warranty which
by its terms survives the Closing or the termination of this Agreement under
Section 10.1 hereof, provided that the Losses associated therewith have a
Material Adverse Effect; or
(d) any material breach by CL&P of any of its covenants contained
herein.
9.4 Indemnity by CRRA. CRRA hereby agrees, to the extent permitted by
Law, to indemnify, defend and hold harmless CL&P and its Affiliates against
and in respect of all Losses that result from:
(a) any Third Party Claim against CL&P based on or relating to the
ownership, operation or use of the Acquired Assets on or after the Closing
Date;
(b) the Assumed Liabilities;
(c) any material breach by CRRA of any representation or warranty which
by its terms survives the Closing or the termination of this Agreement under
Section 10.1 hereof; or
(d) any material breach by CRRA of any of its covenants contained
herein.
9.5 Exclusive Remedy. From and after the Closing, the remedies set
forth in this Section 9 shall constitute the sole and exclusive remedies for
any and all claims, damages, complaints, demands, causes of action,
investigations, hearings, actions, suits or other proceedings relating to
this Agreement and are in lieu of any and all other rights and remedies which
CL&P or CRRA may have under this Agreement or otherwise for monetary relief
with respect to any breach or failure to perform or with respect to the
Assumed or Excluded Liabilities. Each Party waives any provision of law to
the extent that it would limit or restrict the agreements contained in this
Section 9. Nothing herein shall prevent either Party from terminating this
Agreement in accordance with Section 10.
9.6 Matters Involving Third Parties.
(a) If any Third Party shall notify any Party (the "Indemnified Party")
with respect to any matter (a "Third Party Claim") which may give rise to a
claim for indemnification against any other Party (the "Indemnifying Party")
under this Section 9, then the Indemnified Party shall promptly notify the
Indemnifying Party thereof in writing and inquire as to whether the
Indemnifying Party intends to defend the Indemnified Party against such Third
Party Claim; provided, however, that no delay on the part of the Indemnified
Party in notifying the Indemnifying Party shall relieve the Indemnifying
Party from any obligation hereunder unless (and then solely to the extent)
the Indemnifying Party thereby is prejudiced.
(b) Any Indemnifying Party will have the right to defend the
Indemnified Party against the Third Party Claim at the cost and expense of
the Indemnifying Party with counsel of its choice so long as the Indemnifying
Party notifies the Indemnified Party in writing within fifteen (15) days
after the Indemnified Party has given notice of the Third Party Claim that
(i) the Indemnifying Party will indemnify, to the extent permitted by Law,
the Indemnified Party from and against the entirety of any Losses the
Indemnified Party may suffer resulting from, arising out of, relating to, in
the nature of, or caused by the Third Party Claim, and (ii) the Indemnifying
Party will not seek to assert against the Indemnified Party any legal defense
to its indemnification obligations hereunder with respect to the Third Party
Claim.
(c) So long as the Indemnifying Party is conducting the defense of the
Third Party Claim, (i) the Indemnified Party may retain separate co-counsel
at its sole cost and expense and participate in the defense of the Third
Party Claim, (ii) the Indemnified Party will not consent to the entry of any
judgment or enter into any settlement with respect to the Third Party Claim
without the prior written consent of the Indemnifying Party (which consent
shall not unreasonably be withheld), and (iii) the Indemnifying Party will
not consent to the entry of any judgment or enter into any settlement with
respect to the Third Party Claim unless written agreement is obtained
releasing the Indemnified Party from all liability thereunder.
(d) In the event that the Indemnifying Party does not send the notice
provided for in Section 9.6(b) within fifteen (15) days after the
Indemnified Party has given notice of the Third Party Claim to the
Indemnifying Party, then the Indemnified Party shall thereafter be entitled
to defend against the Third Party Claim with counsel of its choice and the
Indemnifying Party's right to defend against the Third Party Claim shall
terminate. The Indemnifying Party will reimburse the Indemnified Party for
the reasonable costs of defending against the Third Party Claim (including
reasonable attorneys' fees and expenses) in addition to paying any amounts to
which the Indemnified Party is otherwise entitled to from the Indemnifying
Party hereunder.
9.7 Net of Taxes and Insurance. Any calculation of a Loss under this
Section 9 shall, in each case, give full effect to (i) any and all income
Tax benefits to the Indemnified Party in respect of the Loss, and (ii) any
and all insurance proceeds received or payable to the Indemnified Party in
respect of the Loss.
9.8. No Recourse. To the extent the transfer, conveyance, assignment
and delivery of the Acquired Assets to CRRA as provided in this Agreement is
accomplished by any instrument of transfer and conveyance, whether executed
at the Closing or thereafter, these instruments are made without
representation or warranty by, or recourse against, CL&P, except as expressly
provided in this Agreement.
10. Termination.
10.1 Termination of Agreement. The Parties may terminate this
Agreement as provided below:
(a) CRRA may terminate this Agreement by giving written notice to CL&P
at any time prior to the Closing if any of the following has occurred: (i)
CL&P has breached any representation, warranty or covenant contained in this
Agreement in any material respect, CRRA has notified CL&P of the breach, and
the breach has continued without cure for a period of thirty (30) days after
the notice of breach; (ii) the Closing shall not have occurred on or before
December 31, 2001 by reason of the failure of any condition precedent under
Section 6.1 hereof (unless the failure results primarily from CRRA itself
breaching any representation, warranty, or covenant contained in this
Agreement); (iii) one or more courts of competent jurisdiction shall have
issued an order, judgment or decree permanently restraining, enjoining or
otherwise prohibiting the Closing, which order, judgment or decree shall not
have been terminated, lifted, vacated or otherwise rendered irrelevant within
ninety (90) days of the issuance thereof, (iv) any statute, rule or
regulation shall have been enacted by any Governmental Authority which,
directly or indirectly, prohibits the consummation of the transactions
contemplated hereby; (v) in accordance with Section 5.10 hereof; or (vi) (W)
CL&P has within the then previous fifteen (15) days given CRRA any notice
pursuant to Section 5.5(a) above and the matter that is the subject of such
notice, if in existence on the Execution Date or the Closing Date, would
cause the representations and warranties of CL&P set forth in Section 3
hereof not to be true and correct, (X) such matter would have a Material
Adverse Effect, (Y) CRRA has notified CL&P of its intent to terminate
pursuant to this Section 10.1 (a)(vi), and (Z) the matter that is the
subject of such notice continues to exist for a period of sixty (60)
consecutive days after such notice by CRRA; and
(b) CL&P may terminate this Agreement by giving written notice to CRRA
at any time prior to the Closing if any of the following has occurred: (i)
CRRA has breached any representation, warranty, or covenant contained in this
Agreement in any material respect, CL&P has notified CRRA of the breach, and
the breach has continued without cure for a period of thirty (30) days after
the notice of breach; (ii) the Closing shall not have occurred on or before
December 31, 2001 by reason of the failure of any condition precedent under
Section 6.2 hereof (unless the failure results primarily from CL&P itself
breaching any representation, warranty, or covenant contained in this
Agreement); (iii) one or more courts of competent jurisdiction shall have
issued an order, judgment or decree permanently restraining, enjoining or
otherwise prohibiting the Closing, which order, judgment or decree shall not
have been terminated, lifted, vacated or otherwise rendered irrelevant within
ninety (90) days of the issuance thereof,. (iv) any statute, rule or
regulation shall have been enacted by any Governmental Authority which,
directly or indirectly, prohibits the consummation of the transactions
contemplated hereby; (v) in accordance with Section 5.10 hereof, or (vi) (W)
CRRA has within the then previous fifteen (15) days given CL&P any notice
pursuant to Section 5.5(a) above and the matter that is the subject of such
notice, if in existence on the Execution Date or the Closing Date, would
cause the representations and warranties of CRRA set forth in Section 4
hereof not to be true and correct, (X) such matter would have a Material
Adverse Effect, (Y) CL&P has notified CRRA of its intent to terminate
pursuant to this Section 10.1 (b)(vi), and (Z) the matter that is the
subject of such notice continues to exist for a period of sixty (60)
consecutive days after such notice by CL&P.
10.2 Termination of Termination Agreement. If the Termination
Agreement is terminated in accordance with Section 10.3 of the Termination
Agreement, this Agreement shall terminate without Liability of either Party
to the other Party, the Parties shall have no further rights or obligations
hereunder, and the transaction contemplated hereby shall be deemed to be
abandoned and terminated in all respects, except for any provisions which by
their terms survive such termination.
10.3 Effect of Termination. If either Party terminates this Agreement
pursuant to Section 10.1 above, all rights and obligations of the Parties
hereunder shall terminate without any Liability of either Party to the other
Party, except for (a) any Liability of any Party then in breach, and (b)
provisions which by their terms survive such termination.
11. Miscellaneous.
11.1 Press Releases and Public Announcements. No Party shall issue any
press release or make any public announcement relating to the subject matter
of this Agreement prior to the Closing without the prior approval of the
other Party; provided, however, that any Party may make any public disclosure
it believes in good faith is required by applicable law or any listing or
trading agreement concerning its publicly-traded securities (in which case
the disclosing Party will provide the other Party with the opportunity to
review in advance the disclosure).
11.2 No Third Party Beneficiaries. This Agreement shall not confer any
rights or remedies upon any Third Party.
11.3 No Joint Venture. Nothing in this Agreement creates or is
intended to create an association, trust, partnership, joint venture or other
entity or similar legal relationship between the Parties, or impose a trust,
partnership or fiduciary duty, obligation, or liability on or with respect to
either Party.
11.4 Entire Agreement. This Agreement (including the Exhibits and
Schedules hereto), together with the Related Agreements and any other
documents referred to herein, constitute the entire agreement between the
Parties and supersede any prior understandings, agreements, or
representations by or between the Parties, written or oral, to the extent
they relate in any way to the subject matter hereof. All conflicts or
inconsistencies between the terms hereof and the terms of any of the Related
Agreements, if any, shall be resolved in favor of this Agreement.
11.5 Succession and Assignment. This Agreement shall be binding upon
and inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement
or the Related Agreements or any of its rights, interests, or obligations
hereunder or thereunder without the prior written approval of the other
Party. Any assignment in violation of the foregoing shall be null and void.
This Section 11.5 shall not preclude or otherwise affect the conveyance of
the Acquired Assets, in whole or in part, by CRRA after the Closing, provided
that such conveyance shall not relieve CRRA of its Liabilities and agreements
hereunder.
11.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
11.7 Headings. The Section headings contained in this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
11.8 Notices. All notices, requests, demands, claims and other
communications hereunder will be in writing. Any notice, request, demand,
claim or other communication hereunder shall be deemed duly given (i) upon
confirmation of facsimile, (ii) one Business Day following the date sent when
sent by overnight delivery and (iii) five Business Days following the date
mailed when mailed by registered or certified mail return receipt requested
and postage prepaid at the following address:
If to CL&P:
The Connecticut Light and Power Company
107 Selden Street
Berlin, Connecticut 06037
Attn: Treasurer
Facsimile: (860) 665-3847
Copy to:
Northeast Utilities Service Company
107 Selden Street
Berlin, Connecticut 06037
Attn: General Counsel
Facsimile: (860) 665-4886
If to CRRA:
Connecticut Resources Recovery Authority
100 Constitution Plaza
17th Floor
Hartford, Connecticut 06103
Attention: President
Facsimile: (860) 727-4141
Either Party may send any notice, request, demand, claim, or other
communication hereunder to the intended recipient at the address set forth
above using any other means (including personal delivery, expedited courier,
messenger service, telecopy, telex, ordinary mail, or electronic mail), but
no
such notice, request, demand, claim or other communication shall be deemed to
have been duly given unless and until it actually is received by the intended
recipient. Either Party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by
giving the other Party notice in the manner herein set forth.
11.9 Governing Law. This Agreement shall be governed by and construed
in accordance with the domestic laws of the State of Connecticut without
giving effect to any choice or conflict of law provision or rule (whether of
the State of Connecticut or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of
Connecticut.
11.10 Change in Law. If and to the extent that any laws or regulations
that govern any aspect of this Agreement shall change, so as to make any
aspect of this transaction unlawful, then the Parties agree to make such
modifications to this Agreement as may be reasonably necessary for this
Agreement to accommodate any such legal or regulatory changes.
11.11 Nondiscrimination in Employment.
(a) CL&P agrees and warrants that, in the performance of this
Agreement, CL&P will not discriminate or permit discrimination against any
person or group of persons on the grounds of race, color, religious creed,
age, marital status, national origin, ancestry, sex, mental retardation or
physical disability, including, but not limited to, blindness, unless it is
shown by CL&P that such disability prevents performance of the work involved,
in any manner prohibited by the laws of the United States or of the State of
Connecticut. CL&P further agrees to take affirmative action to ensure that
applicants with job related qualifications are employed and that employees
are treated when employed without regard to their race, color, religious
creed, age, marital status, national origin, ancestry, sex, mental
retardation, or physical disability, including, but not limited to,
blindness, unless it is shown by CL&P that such disability prevents
performance of the work involved. CL&P agrees, in all solicitations or
advertisements for employees placed by or on behalf of CL&P, to state that it
is an "affirmative action-equal opportunity employer" in accordance with
regulations adopted by the Connecticut Commission on Human Rights and
Opportunities (the "Commission"). CL&P agrees to provide each labor union or
representative of workers with which CL&P has a collective bargaining
agreement or other contract or understanding and each vendor with which CL&P
has a contract or understanding, a notice to be provided by the Commission,
advising the labor union or workers' representative of CL&P's commitments
under C.G.S. Section 4a-60 and to post copies of the notice in conspicuous
places available to employees and applicants for employment. CL&P agrees to
comply with each applicable provision of C.G.S. Section s 4a-60, 46a-68e and
46a-68f, inclusive, and with each regulation or relevant order issued by the
Commission pursuant to C.G.S. Section s 46a-56, 46a-68e and 46a-68f. CL&P
agrees to provide the Commission with such information requested by the
Commission, and permit access to pertinent books, records and accounts
concerning the employment practices and procedures of CL&P as relate to the
applicable provisions of C.G.S. Section s 4a-60 and 46a-56.
(b) CL&P agrees and warrants that in the performance of this Agreement,
it will not discriminate or permit discrimination against any person or group
of persons on the grounds of sexual orientation, in any manner prohibited by
the laws of the United States or of the State of Connecticut, and that
employees are treated when employed without regard to their sexual
orientation. CL&P agrees to provide each labor union or representative of
workers with which CL&P has a collective bargaining agreement or other
contract or understanding, and each vendor with which CL&P has a contract or
understanding, a notice to be provided by the Commission, advising the labor
union or workers' representative of CL&P's commitments under C.G.S. Section
4a-60a and to post copies of the notice in conspicuous places available to
employees and applicants for employment. CL&P agrees to comply with each
applicable provision of C.G.S. Section 4a-60a and with each regulation or
relevant order issued by the Commission pursuant to C.G.S. Section 46a-56.
CL&P agrees to provide the Commission with such information requested by the
Commission, and permit access to pertinent books, records and accounts
concerning the employment practices and procedures of CL&P which relate to
provisions of C.G.S. Section s 4a-60a and 46a-56.
11.12 Amendments and Waivers. No amendment of any provision of this
Agreement shall be valid unless the same shall be in writing and signed by
CRRA and CL&P. No waiver by any Party of any default, misrepresentation, or
breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation, or
breach of warranty or covenant hereunder or affect in any way any rights
arising by virtue of any prior or subsequent such occurrence.
11.13 Severability. Any term or provision of this Agreement that is
invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision
in any other situation or in any other jurisdiction.
11.14 Expenses. Each of CRRA and CL&P will bear its own costs and
expenses incurred in connection with this Agreement and the transactions
contemplated hereby (including legal and accounting fees and expenses, except
as otherwise provided in Section 9 above), except that CRRA shall bear the
entire cost of the Joint Application for authorization pursuant to Section s
203 and 205 of the Federal Power Act.
11.15 Construction. Ambiguities or uncertainties in the wording of
this Agreement will not be construed for or against any Party, but will be
construed in the manner that most accurately reflects the Parties' intent as
of the Execution Date. The Parties acknowledge that they have been
represented by counsel in connection with the review and execution of this
Agreement, and, accordingly, there shall be no presumption that this
Agreement or any provision hereof be construed against the Party that drafted
this Agreement.
11.16 Incorporation of Exhibits and Schedules. The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference
and made a part hereof.
11.17 Specific Performance. Each of the Parties acknowledges and
agrees that the other Party would be damaged irreparably in the event any of
the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Party shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions hereof in any action
instituted in any court of the United States or any state thereof having
jurisdiction over the Parties and the matter in addition to any other remedy
to which it may be entitled, at law or in equity.
11.18 Dispute Resolution. CL&P and CRRA recognize that controversies
may arise in connection with their respective performance under this
Agreement which cannot be resolved by mutual agreement. All disputes arising
under this Agreement shall be resolved in the following manner:
Any controversy or dispute arising under this Agreement or with respect
to the performance or non-performance of any obligations by the Parties shall
be resolved by binding arbitration to be conducted in Hartford, Connecticut
in accordance with the procedures and requirements set forth in this Section
. Such resolution shall be final and conclusive as to matters submitted to
arbitration, and any such arbitration award may be enforced in any court of
competent jurisdiction. Each Party shall give written notice to the other of
the existence and nature of any dispute proposed to be arbitrated in
sufficient detail. If, within fifteen (15) Business Days, the dispute is not
resolved through negotiations, then either Party may initiate arbitration by
appointing a person to serve as one of the arbitrators and so advising the
other Party in writing. Within ten (10) Business Days after the appointment
of the first arbitrator, the other Party shall by written notice appoint a
second person as an arbitrator and the two thus appointed shall select a
third arbitrator to serve as chairperson of the panel of arbitrators.
However, if the two arbitrators appointed by the Parties shall be unable to
agree upon the appointment of the third arbitrator within five (5) Business
Days after the appointment of the second arbitrator, both shall give written
notice of such failure to agree to the Parties, and, if the Parties fail to
agree upon the selection of such third arbitrator within five (5) Business
Days after the arbitrators appointed by the Parties give such notice, then
either of the Parties upon written notice to the other may require such
appointment from and pursuant to the commercial arbitration rules of the
American Arbitration Association.
Prior to appointment, each arbitrator shall agree to conduct such
arbitration in accordance with the terms of this Section . The three
arbitrators shall determine all matters by majority vote. To the extent not
in conflict with the procedures set forth herein, which shall govern, such
arbitration shall be held in accordance with the prevailing rules of the
American Arbitration Association for commercial arbitration.
The Parties shall have sixty (60) calendar days from the date the third
arbitrator is appointed to perform discovery and present evidence and
argument to the arbitrators. During that period the arbitrators shall be
available to receive and consider all such evidence as is relevant and,
within reasonable limits due to the restricted time period, to hear as much
of such argument as possible, giving a fair allocation of time to each Party
to the arbitration. The arbitrators shall use all reasonable means to
expedite discovery and to sanction noncompliance with reasonable discovery
requests or any discovery order. The arbitrators shall not consider any
evidence or argument not presented during such period and shall not extend
such period except by the written consent of both Parties. At the conclusion
of such period the arbitrators shall have forty-five (45) calendar days to
reach a determination.
The arbitrators shall have the right only to interpret and apply the
terms of this Agreement and may not change any such terms, deprive any Party
hereto of any right or remedy expressly provided hereunder, or provide any
right or remedy that has been excluded hereunder. The arbitrators shall not
have the right to award legal fees or any types of damages specifically
excluded under Section 11.20.
The majority of the arbitrators shall give written notice to the Parties
stating their determination and their findings of fact and conclusions of
law, and shall furnish to each Party a copy thereof signed by them within ten
(10) calendar days from the date of such determination.
The determination of the majority of the arbitrators shall be conclusive
and binding upon the Parties and may be entered in any court of competent
jurisdiction as a stipulation of the Parties. The Parties shall each pay
fifty percent (50%) of the cost of the arbitrators.
11.19 Impairment of Obligations. The pledge of the State of
Connecticut provided for in C.G.S. Section 22a-274 is hereby included in
this Agreement. By that provision, the State agrees not to limit or alter
the rights vested in CRRA by Chapter 446e of the Connecticut General Statutes
until this Agreement is fully performed by CRRA unless adequate provision
shall be made by law for the protection of CL&P. CRRA agrees not to take any
action the result of which might be to adversely affect the benefits to CL&P
of such statutory provision.
11.20 No Consequential Damages. Neither CRRA nor CL&P shall be liable
to the other for any special, indirect, incidental, consequential, punitive
or exemplary damages of any kind whatsoever, whether based on contract,
warranty, tort (including negligence, absolute or strict liability,
ultrahazardous activity or statutory liability) or otherwise, in connection
with the performance of this Agreement, except as set forth in Section 9
with respect to Third Party Claims. This Section 11.20 shall not affect the
obligations of the Parties with respect to damages specifically provided for
herein.
[signature page appears as next page]
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the date first above written.
Signed, Sealed and Delivered
in the Presence of: THE CONNECTICUT LIGHT AND
POWER COMPANY
By:
Name: David R. McHale
Title: Vice President and
Treasurer of Northeast
Utilities Service Company as agent for
The Connecticut Light and Power Company
CONNECTICUT RESOURCES
RECOVERY AUTHORITY
By:
Name: Robert E. Wright
Title: President
STATE OF CONNECTICUT:
: ss. Berlin, December 27, 2000
COUNTY OF HARTFORD :
Personally appeared David R. McHale, Vice President and Treasurer of
Northeast Utilities Service Company, as agent for THE CONNECTICUT LIGHT AND
POWER COMPANY, a specially chartered Connecticut corporation, signer and
sealer of the foregoing instrument, and acknowledged the same to be his/her
free act and deed as such Officer and the free act and deed of said
corporation, before me.
Name: Joseph Dornfried
Commissioner of Superior Court
STATE OF CONNECTICUT:
: ss. , December , 2000
COUNTY OF HARTFORD :
Personally appeared Robert E. Wright, President, of CONNECTICUT
RESOURCES RECOVERY AUTHORITY, a body politic and corporate constituting a
public instrumentality and political subdivision of the State of Connecticut,
signer and sealer of the foregoing instrument, and acknowledged the same to
be his free act and deed as such Officer, and the free act and deed of said
Authority, before me.
Name:
Notary Public
My Commission Expires:
EXHIBITS
Exhibit A - Bill of Sale
Exhibit B - Deed
Exhibit C - Map
Exhibit D - Mid-Connecticut Documents
Exhibit E - Release of Mortgage Indenture
SCHEDULES
Schedule 2.1(a)(i) - Real Property
Schedule 2.1(a)(ii) - Real Property Matters
Schedule 2.1(b) - Personal Property; Inventory
Schedule 2.1(d) - Permits
Schedule 2.1(e) - Assumed Contracts
Schedule 2.1(g) - Facilities
Schedule 2.2(a) - T&D Assets
Schedule 2.6(a)(i) - Pre-Approved Capital Expenditures
Schedule 2.10(g) - Matters for Opinion from Counsel to CL&P
Schedule 2.11(d) - Matters for Opinion from Counsel to CRRA
Schedule 3.3 - Matters of Noncontravention
Schedule 3.5 - Title Commitment
Schedule 3.6(a) - Non-Compliance with Laws
Schedule 3.8(a) - Contracts
Schedule 3.8(b) - Exceptions to Contract Obligations
Schedule 3.9 - Insurance
Schedule 3.10 - Litigation
Schedule 3.11 - Condemnation
Schedule 3.14 - Year 2000 Computer Problem Performance
Schedule 3.15 - Employee Matters
Schedule 4.3 - Noncontravention Disclosures
Schedule 5.12(d) - CL&P Facilities in Reserved Easement Areas
Schedule 6.1(c) - CL&P's Regulatory Approvals
Schedule 6.1(d) - CRRA's Regulatory Approvals
Schedule 6.1(j) - Schedule of Specific Permits
EXHIBIT A
BILL OF SALE
BILL OF SALE made, executed and delivered on , 2001, by THE
CONNECTICUT LIGHT AND POWER COMPANY (the "Company"), a specially chartered
Connecticut corporation, to CONNECTICUT RESOURCES RECOVERY AUTHORITY, a
public instrumentality and political subdivision of the State of Connecticut
(the "Buyer").
W I T N E S S E T H :
WHEREAS, the Buyer and the Company are parties to a Title Transfer
Agreement dated as of December 22, 2000 (the "Agreement"); and
WHEREAS, the Buyer and the Company now desire to carry out the intent
and purpose of the Agreement by the Company's execution and delivery to the
Buyer of this instrument evidencing the sale, conveyance, assignment,
transfer and delivery to the Buyer of the Acquired Assets (as defined in the
Agreement);
NOW, THEREFORE, in consideration of the foregoing premises and for other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and subject to the terms and conditions of the
Agreement, the Company does hereby grant, bargain, sell, convey, set over,
assign, transfer and deliver unto the Buyer and its successors and assigns,
forever, all of the right, title and interest that the Company possesses and
has the right to transfer in, to and under the Acquired Assets, free and
clear of all liens or encumbrances other than Permitted Encumbrances (as
defined in the Agreement).
TO HAVE AND TO HOLD the Acquired Assets unto the Buyer, its successors
and assigns, to their use, FOREVER.
EXCEPT AS EXPRESSLY PROVIDED IN THIS BILL OF SALE, AND EXCEPT FOR ANY
REPRESENTATIONS AND WARRANTIES SET FORTH IN THE AGREEMENT, THE ACQUIRED
ASSETS ARE SOLD "AS IS, WHERE IS," AND THE COMPANY EXPRESSLY DISCLAIMS ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS
TO LIABILITIES, OPERATIONS OF THE ACQUIRED ASSETS, TITLE, CONDITION, VALUE OR
QUALITY OF THE ACQUIRED ASSETS OR THE PROSPECTS (FINANCIAL AND OTHERWISE),
RISKS AND OTHER INCIDENTS OF THE ACQUIRED ASSETS INCLUDING, WITHOUT
LIMITATION, WITH RESPECT TO THE ACTUAL OR RATED GENERATING CAPABILITY OF ANY
OF THE ACQUIRED ASSETS OR THE ABILITY OF THE BUYER TO SELL FROM ANY OF THE
ACQUIRED ASSETS ELECTRIC ENERGY, CAPACITY OR OTHER PRODUCTS BY ISO NEW
ENGLAND, INC. FROM TIME TO TIME. THE COMPANY SPECIFICALLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF MERCHANTABILITY, USAGE, OR SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE ACQUIRED ASSETS, OR
ANY PART THEREOF, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY
DEFECTS THEREIN, WHETHER LATENT OR PATENT, OR COMPLIANCE WITH ENVIRONMENTAL
REQUIREMENTS, OR AS TO THE CONDITION OF THE ACQUIRED ASSETS, OR ANY PART
THEREOF, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE ACQUIRED ASSETS
WITH RESPECT TO THE YEAR 2000 COMPUTER PROBLEM. THE COMPANY POSSESSES
SUFFICIENT REAL PROPERTY OR PERSONAL PROPERTY TO OPERATE THE ACQUIRED ASSETS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE COMPANY FURTHER
SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE ABSENCE
OF HAZARDOUS SUBSTANCES OR LIABILITY OR POTENTIAL LIABILITY ARISING UNDER
ENVIRONMENTAL LAWS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXCEPT
AS EXPRESSLY PROVIDED HEREIN, THE COMPANY EXPRESSLY DISCLAIMS ANY
REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE CONDITION OF THE
ACQUIRED ASSETS OR THE SUITABILITY OF THE ACQUIRED ASSETS FOR OPERATION AS
POWER PLANTS OR AS SITES FOR THE DEVELOPMENT OF ADDITIONAL OR REPLACEMENT
GENERATION CAPACITY (OR OTHER FUTURE DEVELOPMENT) AND NO SCHEDULE OR EXHIBIT
TO THE AGREEMENT OR ANY RELATED AGREEMENT, NOR ANY OTHER MATERIAL OR
INFORMATION PROVIDED BY OR COMMUNICATIONS MADE BY THE COMPANY, OR BY ANY
BROKER OR INVESTMENT BANKER, AND ANY ORAL, WRITTEN OR ELECTRONIC RESPONSE TO
ANY INFORMATION REQUEST PROVIDED TO THE BUYER, WILL CAUSE OR CREATE ANY
WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, CONDITION, VALUE OR QUALITY OF
THE ACQUIRED ASSETS.
All capitalized terms used herein, and not otherwise defined in this
Agreement, will have the meanings ascribed to them in the Agreement.
The Company shall from time to time execute and deliver all such
instruments and take all such action as Buyer may reasonably request in order
further to effectuate the purposes of this instrument.
In the event that any provision of this Bill of Sale be construed to
conflict with a provision in the Agreement, the provision in the Agreement
shall be deemed to be controlling.
This instrument shall be binding upon and shall inure to the benefit of
the respective successors and assigns of the Company and the Buyer.
This Bill of Sale shall be construed and enforced in accordance with the
laws (other than the conflict of law rules) of the State of Connecticut.
This Bill of Sale may be executed in one or more counterparts, each of
which shall be deemed an original but all of which together will constitute
one and the same instrument.
IN WITNESS WHEREOF, the undersigned has executed this instrument under
seal of the Company on the date first above written.
THE CONNECTICUT LIGHT AND
POWER COMPANY
By:
Title:
Agreed and Accepted:
CONNECTICUT RESOURCES
RECOVERY AUTHORITY
By:
Title:
EXHIBIT B
DEED
EXHIBIT C
MAP
EXHIBIT D
MID-CONNECTICUT DOCUMENTS
1. Master Agreement dated February 14, 1985
2. Energy Purchase Agreement dated February 14, 1985
3. Land Use Agreement dated February 14, 1985, as amended
4. Agreement of Lease dated as of November 1, 1986, as amended
EXHIBIT E
RELEASE OF MORTGAGE INDENTURE
RELEASE
WHEREAS, The Connecticut Light and Power Company, a corporation
organized and existing under the laws of the State of Connecticut, made,
executed and delivered to Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, as Trustee, its certain
Indenture of Mortgage and Deed of Trust dated as of May 1, 1921, which was
duly recorded in the office of the Secretary of the State of Connecticut, on
the 18th day of May, 1921; and
WHEREAS, from time to time said The Connecticut Light and Power Company
has made, executed and delivered to said Bankers Trust Company, as Trustee,
certain Indentures amendatory and supplemental to said Indenture of Mortgage
and Deed of Trust, which amendatory and supplemental Indentures have been
duly recorded in the office of the Secretary of the State of Connecticut; and
WHEREAS, The Connecticut Light and Power Company has requested Bankers
Trust Company, as such Trustee, to release from said Mortgage, and all
Indentures amendatory and supplemental thereto, the parcels of land located
in Hartford, Connecticut and defined as Parcel 2 and Parcel 3 in, and also
more particularly described in, Exhibit A attached hereto and made a part
hereof.
NOW, THEREFORE, Bankers Trust Company, as Trustee, in pursuance of the
provisions of said Indenture of Mortgage as amended and supplemented, and by
request of The Connecticut Light and Power Company, for a valuable
consideration, the receipt whereof is hereby acknowledged, does hereby
release and discharge from the lien and operation of said Indenture of
Mortgage and all of the Indentures amendatory and supplemental thereto, all
the right, title and interest, if any, of Bankers Trust Company, as Trustee
as aforesaid, in and to the property hereinabove described.
Nothing herein shall be construed as an intent to release and discharge
from the lien and operation of said Indenture of Mortgage, as amended and
supplemented, (i) the Reserved Easements that are defined in, and also set
forth in, said Exhibit A, but said Indenture of Mortgage, as supplemented and
amended, is subject to the self subordinating provisions that are in Article
of Exhibit A, and (ii) the Related Covenants and Agreements that are defined
in, and also set forth in, Article of Exhibit A.
It is hereby expressly understood that this release does not and shall
not affect nor impair the lien and operation of said Indenture of Mortgage as
amended and supplemented upon any portion of the property thereby conveyed
except the property herein above particularly described.
This instrument is executed without covenants or warranty, express or
implied, and without recourse against the Trustee in any event.
IN WITNESS WHEREOF, Bankers Trust Company, as Trustee as aforesaid, has
caused this instrument to be signed by one of its Assistant Vice Presidents
and its corporate seal to be hereto affixed and attested by one of its
Assistant Secretaries this day of , 2001.
BANKERS TRUST COMPANY, TRUSTEE
In the presence of: By
Assistant Vice President
Attest:
Assistant Secretary
(Corporate Seal)
STATE OF NEW YORK )
) ss. New York City,
COUNTY OF NEW YORK) Borough of Manhattan, , 2001
Personally appeared the above-named , and , respectively
an Assistant Vice President and Assistant Secretary of Bankers Trust Company,
signers and sealers of the foregoing instrument, and acknowledged the same to
be their free act and deed and the free act and deed of said corporation, as
Trustee aforesaid, before me.
Notary Public
My Commission Expires:
RELEASE
WHEREAS, The Connecticut Light and Power Company, a corporation
organized and existing under the laws of the State of Connecticut, made,
executed and delivered to Bankers Trust Company, a corporation organized and
existing under the laws of the State of New York, as Trustee, its certain
Indenture of Mortgage and Deed of Trust dated as of May 1, 1921, which was
duly recorded in the office of the Secretary of the State of Connecticut, on
the 18th day of May, 1921; and
WHEREAS, from time to time said The Connecticut Light and Power Company
has made, executed and delivered to said Bankers Trust Company, as Trustee,
certain Indentures amendatory and supplemental to said Indenture of Mortgage
and Deed of Trust, which amendatory and supplemental Indentures have been
duly recorded in the office of the Secretary of the State of Connecticut; and
WHEREAS, The Connecticut Light and Power Company has requested Bankers
Trust Company, as such Trustee, to release from said Mortgage, and all
Indentures amendatory and supplemental thereto, the Released Property located
in Hartford, Connecticut which is defined in, and also more particularly
described in, Exhibit A attached hereto and made a part hereof.
NOW, THEREFORE, Bankers Trust Company, as Trustee, in pursuance of the
provisions of said Indenture of Mortgage as amended and supplemented, and by
request of The Connecticut Light and Power Company, for a valuable
consideration, the receipt whereof is hereby acknowledged, does hereby
release and discharge from the lien and operation of said Indenture of
Mortgage and all of the Indentures amendatory and supplemental thereto, all
the right, title and interest, if any, of Bankers Trust Company, as Trustee
as aforesaid, in and to the Released Property. The aforesaid release shall
be effective immediately and shall not be dependent upon the Closing Date (as
defined in Exhibit A) ever occurring or the Closing Deed (as defined in
Exhibit A) ever being executed or delivered.
Nothing herein shall be construed as an intent to release and discharge
from the lien and operation of said Indenture of Mortgage, as amended and
supplemented, (i) the Reserved Easements that are defined in, and also set
forth in, Article III of said Exhibit A, but said Indenture of Mortgage, as
supplemented and amended, is subject to the self subordinating provisions
that are in Article IV(p) of Exhibit A, and (ii) the Related Covenants and
Agreements that are defined in, and also set forth in, Article IV of Exhibit
A even if the Closing Deed (as defined in Exhibit A) is never executed and
recorded.
It is hereby expressly understood that this release does not and shall
not affect nor impair the lien and operation of said Indenture of Mortgage as
amended and supplemented upon any portion of the property thereby conveyed
except the property herein above particularly described.
This instrument is executed without covenants or warranty, express or
implied, and without recourse against the Trustee in any event.
IN WITNESS WHEREOF, Bankers Trust Company, as Trustee as aforesaid, has
caused this instrument to be signed by one of its Assistant Vice Presidents
and its corporate seal to be hereto affixed and attested by one of its
Assistant Secretaries this day of , 2001.
BANKERS TRUST COMPANY, TRUSTEE,
In the presence of: By
Assistant Vice President
Attest:
Assistant Secretary
(Corporate Seal)
STATE OF NEW YORK )
) ss. New York City,
COUNTY OF NEW YORK ) Borough of Manhattan, , 2001
Personally appeared the above-named
, and , respectively an Assistant Vice President
and Assistant Secretary of Bankers Trust Company, signers and sealers of the
foregoing instrument, and acknowledged the same to be their free act and deed
and the free act and deed of said corporation, as Trustee aforesaid, before
me.
Notary Public
My Commission Expires:
Exhibit A
RELEASED PROPERTY
ARTICLE I. Definitions:
For the purposes of this Exhibit and in addition to any other terms
defined elsewhere in this Exhibit, the following terms shall have the meaning
ascribed to each:
1. "Affiliate" has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.
2. "Acquired Assets" means the Premises and the facilities and assets
acquired by CRRA from CL&P by the Closing Deed and the Closing Bill of Sale.
3. "CDPUC" means Connecticut Department of Public Utility Control.
4. "C.G.S." means Connecticut General Statutes.
5. "CL&P" means The Connecticut Light and Power Company.
6. "Closing Bill of Sale" means the bill of sale of various facilities
and assets which will be delivered on the Closing Date.
7. "Closing Date" means the date on which CL&P completes its contemplated
sale of the Premises to CRRA pursuant to the terms and provisions of the
Transfer Agreement and executes and delivers to CRRA the Closing Deed and the
Closing Bill of Sale, along with other closing documents.
8. "Closing Deed" means the deed of the Premises from CL&P to CRRA which
will be delivered on the Closing Date.
9. "Conveyance" has the meaning set forth in Article IV (k) below.
10. "CRRA" means Connecticut Resources Recovery Authority.
11. "CRRA Easements" means the appurtenant rights described in Schedule
A.
12. "Effective Date" means the Effective Date as defined in the
Termination Agreement.
13. "EGF" means the electric generating station located on the Real
Property and commonly known as the South Meadow generating facility.
14. "EGF License" means the Operating, Access and License Agreement dated
December 22, 2000 between the Parties.
15. "ELURs" has the meaning set forth in Article IV (o) below.
16. "Environment" means soil, land surface or subsurface strata, real
property, surface waters, groundwater, wetlands, sediments, drinking water
supply, ambient air (including indoor air) and any other environmental medium
or natural resource.
17. "Environmental Claim" means a claim by any Person based upon a breach
of Environmental Laws or an Environmental Liability alleging loss of life,
injury to persons (including, without limitation, toxic torts), property or
business, damage to natural resources or trespass to property, whether or not
such loss, injury, damage or trespass arose or was made manifest before the
Closing Date or arises or becomes manifest after the Closing Date.
18. "Environmental Laws" means all applicable Laws and any binding
administrative or judicial interpretations thereof relating to: (a) the
regulation, protection and use of the Environment; (b) the conservation,
management, development, control and/or use of land, natural resources and
wildlife; (c) the management, manufacture, possession, presence, use,
generation, transportation, treatment, storage, disposal, release, threatened
release, abatement, removal, remediation, or handling of, or exposure to, any
Hazardous Substances; or (d) noise; and includes, without limitation, the
following federal statutes (and their implementing regulations): the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended; the Solid Waste Disposal Act, as amended, 42 U.S.C. 6901 et seq.;
the Federal Water Pollution Control Act of 1972, as amended, 33 U.S.C. 1251
et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. 2601
et. seq.; the Clean Air Act of 1970, as amended, 42 U.S.C. 7401 et seq.; the
Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. 136
et seq.; the Coastal Zone Management Act of 1972, as amended, 16 U.S.C. 1451
et seq.; the Oil Pollution Act of 1990, as amended, 33 U.S.C. 2701 et. seq.;
the Rivers and Harbors Act of 1899, as amended, 33 U.S.C. 401 et seq.; the
Hazardous Materials Transportation Act, as amended, 49 U.S.C. 1801 et seq.;
the Endangered Species Act of 1973, as amended, 16 U.S.C. 1531 et. seq.; the
Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. 651 et
seq.; and the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. 300(f)
et seq.; and all analogous or comparable state statutes and regulations,
including, without limitation, the Connecticut Transfer Act, as amended,
C.G.S. Section 22a-134 et seq.; and the RSRs.
19. "Environmental Liabilities" means any Liability under or related to
Environmental Laws arising as a result of or in connection with (i) any
violation or alleged violation of Environmental Law prior to, on or after the
Closing Date, with respect to the ownership, operation or use of the Site;
(ii) any Environmental Claims caused (or allegedly caused) by the presence or
Release of Hazardous Substances at, on, in, under, or migrating from the Site
prior to, on or after the Closing Date; (iii) the investigation and/or
Remediation of Hazardous Substances that are present or have been Released
prior to, on or after the Closing Date at, on, in, under, or migrating from
the Site; (iv) compliance with Environmental Laws on or after the Closing
Date with respect to the ownership or operation or use of the Site; (v) any
Environmental Claim arising from or relating to the off-site disposal,
treatment, storage, transportation, discharge, Release or recycling, or the
arrangement for such activities, of Hazardous Substances, on or after the
Closing Date, in connection with the ownership or operation of the Site; and
(vi) the investigation and/or Remediation of Hazardous Substances that are
generated, disposed, treated, stored, transported, discharged, Released or
recycled, or the arrangement of such activities, of Hazardous Substances, on
or after the Closing Date, in connection with the ownership or operation of
the Site, at any Offsite Disposal Facility.
20. "Excluded Assets" means the assets that are identified in Exhibit B
attached hereto and made a part hereof, and the transmission, distribution,
substation, switching, communication and other assets necessary for the
current or future transmission and distribution of electricity by CL&P or its
successors and assigns, (whether or not regarded as a "transmission" or
"distribution" or asset for regulatory or accounting purposes) including all
overhead and underground transmission and distribution lines and support
equipment to the extent they relate to such assets and those assets and
facilities for use or used by CL&P or others pursuant to an agreement or
agreements with CL&P for telecommunications purposes.
21. "Excluded Liabilities" shall have the meaning set forth in the
Transfer Agreement.
22. "Facilities" means the electric generating station located on the
Land and commonly known as South Meadow generating facility, and the Jets.
23. "Facility Electricity" has the meaning set forth in Article IV (s).
24. "Good Utility Practices" means any of the practices, methods and acts
engaged in or approved by a majority of the electric utility industry during
the relevant time period, or any of the practices, methods, or acts which, in
the exercise of reasonable judgment in light of the facts known at the time
the decision was made, could have been expected to accomplish the desired
result at a reasonable cost consistent with good business practices,
reliability, safety and expedition. Good Utility Practices are not intended
to be limited to the optimum practice, method or act to the exclusion of all
others, but rather to be acceptable practices, methods or acts generally
accepted in the region.
25. "Governmental Authority" means any federal, state, local or other
governmental, regulatory or administrative agency, commission, department,
board, or other governmental subdivision, court, tribunal, arbitral body or
other governmental authority, but excluding CRRA and any subsequent owner of
the Land (if otherwise a Governmental Authority under this definition).
26. "Grantee" means Connecticut Resource Recovery Authority.
27. "Grantor" means The Connecticut Light and Power Company.
28. "Hazardous Substance" means (a) any petrochemical or petroleum
products, oil, waste oil, asbestos in any form that is or could become
friable, urea formaldehyde foam insulations, lead-based paint and
polychlorinated biphenyls; (b) any products, mixtures, compounds, materials
or wastes, air emissions, toxic substances, wastewater discharges and any
chemical, material or substance that may give rise to liability pursuant to,
or is listed or regulated under, or the human exposure to which or the
Release of which is controlled or limited by applicable Environmental Laws;
and (c) any materials or substances defined in Environmental Laws as
"hazardous", "toxic", pollutant", or "contaminant", or words of similar
meaning or regulatory effect.
29. "Interconnection Agreement" means the Interconnection and Operation
Agreement dated December 22, 2000 entered into between The Connecticut Light
and Power Company and Connecticut Resources Recovery Authority, and on file
or to be filed in the offices of CDPUC.
30. "Jet License" means the operating and license agreement dated May 30,
2000 between the Parties, regarding the Jets, as amended.
31. "Jets" means the four Pratt & Whitney FT4 gas turbine generating
units located on the Land, as more particularly described in the Jet License.
32. "Land" means Parcel 2 described in Schedule A attached hereto.
33. "Laws" means all laws, rules, regulations, codes, injunctions,
judgments, orders, decrees, rulings, interpretations, constitution,
ordinance, common law, or treaty, of any federal, state, local municipal and
foreign, international, or multinational government or administration and
related agencies.
34. "Liability" or "Liabilities" means any liability or obligation
(whether known or unknown, whether asserted or unasserted, whether absolute
or contingent, whether accrued or unaccrued, whether liquidated or
unliquidated, whether incurred or consequential and whether due or to become
due).
35. "Licensed Environmental Professional" means an environmental
professional licensed pursuant to C.G.S. Section 22a-133v.
36. "Map" means the map entitled: "Map Showing Property of The
Connecticut Light & Power Company To Be Conveyed To Connecticut Resources
Recovery Authority Maxim & Reserve Roads Hartford, Connecticut" prepared by
HRP Associates, Inc. 167 New Britain Avenue, Plainville, CT 06062 Date Dec.
15, 2000 Scale 1" = 100' Sheets 1, 2, 3 and 4 of 4 (the "Map"), a copy of
which Map is on file in the office of the Hartford Town Clerk.
37. "NECOM Agreement" means the Agreement by and between The Connecticut
Light and Power Company, Northeast Utilities Service Company, Western
Massachusetts Electric Company, Public Service Company of New Hampshire and
NECOM LLC dated as of February 27, 1998 and recorded in Volume 3943, Pages
313 and 321 of the Hartford Land Records.
38. "New CL&P Facilities" has the meaning set forth in Article IV(i)(ii).
39. "Non-Easement Area" has the meaning set forth in Article IV(g).
40. "Offsite Disposal Facility" means a location, other than the Site,
which receives or received Hazardous Substances for storage, treatment or
disposal by CL&P prior to the Closing Date or by CRRA after the Closing Date.
For purposes of this Deed, Offsite Disposal Facility does not include any
location to which Hazardous Substances Released at the Site have migrated
through the Environment from the Site.
41. "Operator" means the Person from time to time retained by CRRA to
operate, maintain, repair and replace the Jets.
42. "Parcel 1" means the parcel of land designated as "Parcel 1" on the
Map.
43. "Parcel 2" means the parcel of land designated as "Parcel 2" on the
Map and as further described in Article II.
44. "Parcel 3A" means the land described in Exhibit G attached hereto and
made a part hereof.
45. "Person" means an individual, a partnership, a corporation, an
association, a joint stock company, a trust, a joint venture, a limited
liability company, an unincorporated organization, or a governmental entity
(or any department, agency, or political subdivision thereof).
46. "Premises" mean the Land, the buildings and improvements described in
the second paragraph of Article II (less the Excluded Assets) and the CRRA
Easements.
47. "RCSA" means Regulations of Connecticut Statute Agencies.
48. "Related Covenants and Agreements" has the meaning set forth in
Article IV.
49. "Release" means any actual, threatened or alleged spilling, leaking,
pumping, pouring, emitting, dispersing, emptying, discharging, injecting,
escaping, leaching, dumping, or disposing of any Hazardous Substance into the
Environment that may cause an Environmental Liability (including the disposal
or abandonment of barrels, containers, tanks or other receptacles containing
or previously containing any Hazardous Substance).
50. "Released Property" has the meaning set forth in Article II.
51. "Relocation Area" has the meaning set forth in Article IV(i)(ii).
52. "Remediation" means any or all of the following activities to the
extent required to address the presence, or Release, of Hazardous Substances:
(a) monitoring, investigation, assessment, treatment, cleanup, containment,
removal, mitigation, response or restoration work as well as obtaining any
permits, consents, approvals or authorizations of any Governmental Authority
necessary to conduct any such activity; (b) preparing and implementing any
plans or studies for any such activity; (c) obtaining a written notice from a
Governmental Authority with competent jurisdiction under Environmental Laws
or a written opinion of a Licensed Environmental Professional, as
contemplated by the relevant Environmental Laws and in lieu of a written
notice from a Governmental Authority, that no material additional work is
required; and (d) any other activities reasonably determined by a Party to be
necessary or appropriate or required under Environmental Laws.
53. "Reserved Additional Easements" has the meaning set forth in Article
IV(g).
54. "Reserved Easement Areas" has the meaning set forth in the first
paragraph of Article III.
55. "Reserved Easements" has the meaning set forth in the first paragraph
of Article III.
56. "RSRs" means Connecticut Remediation Standard Regulations, as
amended, R.C.S.A. Section 22a-133k-l et seq.
57. "Retained Parcel" means the parcel of land with all improvements
thereon designated as Parcel 3 on the Map and as further described in Article
II.
58. "Site" means the Premises and improvements forming a part of, or used
or usable in connection with the Facilities and the Retained Parcel. Any
reference to the Site shall include, by definition, the surface and
subsurface elements, including the soils and groundwater present at the Site,
and any reference to items "at the Site" shall include all items "at, on, in,
upon, over, across, under and within" the Site.
59. "Termination Agreement" means the Mid-Connecticut Project
Termination, Assignment and Assumption Agreement.
60. "T&D Facilities" means electrical transmission, distribution, and
internal communication equipment, structures, and facilities, including, but
not limited to, poles, towers, crossarms, foundations, guys, anchors, braces,
relay/control equipment and enclosures, conduits, ducts, manholes, pipe
cables, wires, cables, conductors, oil containing cables, oil pressurizing/
pumping equipment and enclosures, fences, other associated structures (not
including buildings), improvements and appurtenances, and those assets and
facilities for use or used by CL&P or others pursuant to an agreement or
agreements with CL&P for telecommunication purposes, as supplemented by
Article III 1.(a) hereof.
61. "Transfer Agreement" means the Title Transfer Agreement dated
December 22, 2000 between CL&P and CRRA, a copy of which has been or will be
filed in the offices of CDPUC.
62. "Transmission/Distribution Area" has the meaning set forth in the
first paragraph of Article III.
ARTICLE II. Released Property:
The property released from the Indenture of Mortgage and Deed of Trust
from CL&P to Bankers Trust Company, Trustee dated as of May 1, 1921, as
amended and supplemented, consists of:
1. The parcel of land shown on the Map as Parcel 2, containing 69.42
acres, more or less, situated on Reserve Road and Maxim Road in the City and
County of Hartford, State of Connecticut, more particularly described in
Schedule A attached hereto and made a part hereof (the "Land"), together with
the permanent rights appurtenant to the Land which are also set forth in
Schedule A (the "CRRA Easements").
2. The parcel of land shown on the Map as Parcel 3 containing ______
acres, more or less, situated on Reserve Road in said Hartford, more
particularly described in Schedule B attached hereto and made a part hereof.
3. All buildings, structures (including all fuel handling and storage
facilities), machinery and equipment, fixtures and construction in progress,
including all piping, cables and similar equipment, forming part of the
mechanical, electrical, plumbing or HVAC infrastructure of any building,
structure or equipment, and including all generating units, located on and
affixed to the Land, but excluding the Excluded Assets.
ARTICLE III. Reservation of Rights:
1. In the Closing Deed, CL&P shall reserve to itself and to its
successors and assigns forever the following perpetual rights and easements
(the "Reserved Easements") in those portions of the Premises that are
designated as "Ia" and "Ib" on the Map, which are more particularly described
in Exhibit C attached hereto and made a part hereof (collectively sometimes
the "Transmission/Distribution Area" and sometimes the "Reserved Easement
Areas"):
(a) Transmission, Distribution and Communication Easements.
Except as noted below with respect to CRRA's rights, the exclusive
rights and easements to erect, install, construct, repair, maintain,
replace, relocate, inspect, patrol, operate and remove upon, over,
under, along and across the Transmission/ Distribution Area (i) T & D
Facilities, (ii) pipelines with valves, tie-overs and other appurtenant
facilities for the transmission or distribution of gas and all by-
products thereof or any liquids, gases or substances that can be
transported through a pipeline, and (iii) monuments and signs to locate
the Reserved Easement Areas (the facilities, etc., under (ii) and (iii)
are deemed to be included in the T&D Facilities) whether as presently
used or as shall be used in the future, and to enter upon, travel and
transport materials and equipment over, along and upon the Transmission/
Distribution Area, including if necessary or convenient in connection
therewith, the right to grade, excavate, fill or otherwise improve said
easement areas;
(b) Access Easements. The rights and easements, to be exercised
in common with CRRA and with others legally entitled to the use of the
same for similar purposes, to enter upon, travel and transport materials
and equipment over and upon access roads, including without limit, the
main access road running southeasterly from Reserve Road, passways, and
driveways, as the same may exist from time to time within the limits of
the Premises to the extent reasonably necessary for access to the
Reserved Easement Areas, provided however, if any relocation or change
in existing roads, passways or driveways from their present locations
will impede or unreasonably interfere with CL&P's access necessary or
appropriate to its exercise of the rights and easements reserved herein,
CRRA shall, at its sole cost and expense, provide alternative routes for
access which shall be practical for their intended use; and
(c) Trimming and Clearing Easements. The rights and easements to
trim and keep trimmed, cut, clear and remove, by mechanical means or
otherwise, trees or limbs and branches thereof, underbrush and other
growth, any parts of which are within the limits of the Reserved
Easement Areas or on adjoining portions of the Premises and which may
interfere with the exercise of the rights and/or easements herein
reserved, or any of them, or which may create a hazard; the right to
control the growth of such trees, limbs, branches, underbrush and other
growth by the use of chemicals, or otherwise, provided such right to use
chemicals shall only apply to the use of chemicals which are allowed to
be used for such purpose under applicable law and shall not apply to any
area which at the time of exercising such right is used for growing
crops, other than trees, or for mowing or grassland; the right to burn
or otherwise dispose of all wood cut; the right to remove any structures
within or projecting into the Reserved Easement Areas.
2. CL&P, on behalf of itself and its successors and assigns, hereby
reserves and retains all of its right, title and interest in and to the NECOM
Agreement.
ARTICLE IV. Related Covenants and Agreements:
By the execution, acceptance and recording of the Closing Deed, CL&P
and CRRA shall acknowledge and agree for themselves and their successors and
assigns as follows (the "Related Covenants and Agreements"):
(a) Except as set forth in the following subparagraph (i), the
Reserved Easements are intended to be in the nature of permanent
easements for the benefit of CL&P, its successors and assigns, and are
to be fully apportionable and fully assignable or transferable, all or
in part.
(b) Other than as set forth in the following subparagraph (d),
CRRA will not (i) erect any building or structure on, (ii) place or
store any materials on, (iii) park or store any vehicles on, (iv) grade,
excavate, fill or flood or (v) otherwise use the Reserved Easement Areas
in any manner which, in the opinion of CL&P, will interfere with the
exercise of the Reserved Easements, or any of them, or which may create
a hazard.
(c) Except as set forth in the Interconnection Agreement, nothing
shall be attached by CRRA to the property of CL&P installed by virtue of
the Reserved Easements except such things as are placed thereon by CL&P.
(d) CRRA shall have the right to use the Transmission/Distribution
Area for (i) agricultural purposes other than the growing of trees and
shrubs; (ii) other purposes which, in the commercially reasonable
opinion of CL&P, do not interfere with the exercise of the Reserved
Easements, or any of them, and which do not create a hazard; and (iii)
the uses that are permitted by guidelines adopted from time to time by
CL&P as to uses that can be conducted within the limits of areas crossed
by its overhead and/or underground electric lines.
(e) CRRA shall, upon request by CL&P, assist CL&P, at CL&P's cost,
under CL&P's reasonable direction, in obtaining all permits, licenses,
exemptions, waivers and other forms of approvals necessary and
appropriate for CL&P's exercise of its rights under the Reserved
Easements. In effectuation of CRRA's assistance hereunder, and without
limiting the foregoing, CRRA, upon request by CL&P, promptly shall
execute any and all such applications, petitions, and other documents
that, pursuant to law or regulation, or in CL&P's reasonable opinion,
require CRRA's signature provided the same do not impose any liability
or obligations on CRRA.
(f) Other than as set forth in the following subparagraph (i), no
cessation of use or operation of all or any portion of the Reserved
Easements or of the Reserved Easement Areas by CL&P shall be deemed an
abandonment thereof resulting in the termination of any aspect of the
Reserved Easements, unless the holder of the Reserved Easements at the
time of such cessation of use or operation releases to CRRA, in a
written instrument in recordable form, its right in such Reserved
Easements or any one or more of the same.
(g) CL&P shall have no rights in, or of use or access over,
portions of the Premises outside the Reserved Easement Areas (the
"Non-Easement Area") except (A) as set forth in Article III 1.(b) and
III 1.(c) above, (B) as set forth in the Interconnection Agreement (C)
CL&P shall have the right to own, operate, use, maintain, repair,
replace and inspect (but not enhance or expand) the existing
transmission, distribution and communication facilities including,
without limitation, relays, controls, indicators, gauges, control cables
and monitoring equipment as now located on or under the Premises outside
of the Reserved Easement Areas but not including any microwave
communications if the same currently exist and (D) CL&P shall have the
non-exclusive rights and easements to install, test, repair, maintain,
replace, relocate and operate cables, conduits and other appurtenances
for telecommunication purposes, including the transmission of voice and
data, to the phone room in the main plant on Parcel 2 and from there to
(x) the so-called jet shop on Parcel 2, (y) the substation control
houses on the Retained Parcel and (z) such other locations that the
Parties may mutually agree upon from time to time, those
telecommunication facilities shall be for purposes of communications to
facilities operated by CL&P on Parcel 2 and/or the Retained Parcel and
shall be in locations that are mutually acceptable to the Parties, from
time to time; the present locations of such facilities are hereby
approved (those rights set forth in clause (A), (B), (C) and (D) of this
Article IV(g) herein (the "Reserved Additional Easements").
(h) The preceding paragraph notwithstanding, CL&P shall have the
right to operate, and maintain, repair and replace (but not enhance or
expand) gas, water and sewer lines in their present locations to provide
such services to the control buildings, located on Parcel 3A; and CRRA
shall have the right to construct, operate, maintain, repair and replace
gas, water, and other utility lines in mutually acceptable locations and
of mutually acceptable design within the Reserved Easement Areas to the
extent reasonably necessary for CRRA's existing or future use of the
Non-Easement Area; provided, however, that: (i) in no event shall the
construction, use and operation of such utility lines interfere with or
be inconsistent with the rights and activities of the other Party
(provided, that the use, operation and maintenance of the existing
utility lines permitted by the Reserved Additional Easements by CL&P
shall not be deemed to interfere with or be inconsistent with the rights
and activities of CRRA) and (ii) said utility lines shall be subject to
relocation (x) at the reasonable request (and the sole cost and expense)
of CL&P in the case of lines placed by CRRA within the Reserved Easement
Areas or (y) the reasonable request of CRRA pursuant and subject to the
terms and provisions of the following subparagraph (i) in the case of
Reserved Additional Easements within the Non-Easement Area.
(i) Within a reasonable period of time, giving due consideration
to CL&P's engineering and construction resources and commitments,
following the receipt of a written request from CRRA, CL&P shall
relocate the relevant portions of its improvements, facilities and
equipment from the Transmission/Distribution Area or the Non-Easement
Area provided:
(i) the relocation shall be at the sole cost and expense of
CRRA and all costs and expenses incurred by CL&P, including all
costs and expenses to obtain the permits and approvals in the
following subparagraph (ii), will be reimbursed to CL&P within ten
(10) days after written demand therefore by CL&P;
(ii) all permits and approvals required by any Governmental
Authority for the removal and construction of new improvements,
facilities and equipment (the "New CL&P Facilities") within the
balance of the Transmission/ Distribution Area and/or an area
provided by CRRA to CL&P (collectively the "Relocation Area") have
been obtained by CL&P and CRRA shall at its sole cost and expense
obtain all approvals that are required by any Governmental
Authority because the area for the New CL&P Facilities is a
wetland;
(iii) the proposed location for the New CL&P Facilities in
the Relocation Area is suitable and appropriate for such intended
uses and is consistent with sound engineering principles and Good
Utility Practices; and
(iv) with respect to the relocation of Facilities from the
Transmission/Distribution Area, CRRA shall, at its sole cost and
expense, obtain for, or grant to CL&P, permanent rights in the same
form as the rights with respect to such facilities prior to
relocation as set forth in this Deed, free and clear of liens (or
otherwise with subordinations thereof to CL&P's rights), for any
portion of a Relocation Area that is located outside of the
Transmission/Distribution Area;
(v) with respect to the relocation of facilities which exist
as a Reserved Additional Easement, CRRA shall, at its sole cost and
expense, obtain for, or grant to, CL&P, permanent rights in the
same form as the rights with respect to such facilities prior to
relocation as set forth in this Deed, free and clear of liens (or
otherwise with subordinations thereof to CL&P's rights), for any
portion of a Relocation Area that is located outside of a
Transmission/Distribution Area;
(vi) the parties shall reasonably coordinate their activities
to minimize the disruption of CL&P's operations and to avoid, to
the fullest extent possible, any threat to transmission or
distribution system reliability and/or the provision of energy
services to CL&P's customers.
Upon the completion of the relocation of the CL&P improvements,
facilities and equipment, the completion of the engineering and
construction of the New CL&P Facilities in the Relocation Area, and
upon the receipt of full reimbursement by CRRA to CL&P for the
costs and expenses as provided in this subparagraph (i), CL&P shall
promptly execute and deliver to CRRA an affidavit to that affect,
and upon the recording of said affidavit in the Hartford Land
Records, all of the Reserved Easements and the Related Covenants
and Agreements will cease and terminate as to so much of the
Reserved Easement Areas that is no longer needed by CL&P for its
T&D Facilities as reasonably determined by reference to then
existing safety codes, governmental rules and regulations and Good
Utility Practices, but such termination will not adversely affect
the Reserved Easements and/or the Related Covenants and Agreements
as to the balance of the Reserved Easement Areas.
(j) All future construction by CL&P of T&D Facilities within the
limits of the Transmission/Distribution Area that are in addition to
those T&D Facilities now located thereon, shall be completed in
compliance with the applicable requirements of all Governmental
Authorities having jurisdiction and the applicable requirements of the
National Electrical Safety Code, in both cases, based on the assumption
that the owner of the land adjacent to the Transmission/Distribution
Area has constructed improvements on its land up to the edge of the
Transmission/Distribution Area.
(k) No conveyance, assignment or transfer (each a "Conveyance") of
the Premises, the Reserved Easements, the Related Covenants and
Agreements or any of them, or of rights or obligations under this Deed
by either CL&P or CRRA, shall relieve the party making the Conveyance,
from full liability and financial responsibility for the performance of
its obligations hereunder after any such Conveyance unless and until the
transferee or the assignee of the Conveyance agrees in writing to assume
the obligations under this Deed of the party making the Conveyance and
the other party to this Deed has consented in writing to such
assumption, such consent not to be unreasonably withheld.
(l) Except for the Excluded Liabilities, effective on and after
the Effective Date CRRA does hereby, on behalf of itself, its
successors, its successors in title to the Premises, its Affiliates and
their respective representatives, agents, directors, officers, trustees,
employees, servants, and their respective successors, assigns, heirs,
executors and administrators (individually and collectively,
"Releasors"), irrevocably and fully release and forever discharge CL&P,
its Affiliates and their respective representatives, agents, directors,
trustees, officers, employees, servants, and their respective
successors, assigns, heirs, executors and administrators (individually
and collectively, "Releasees"), of and from all Environmental
Liabilities, including Environmental Claims, which against Releasees,
Releasors ever had, now have or which Releasors hereafter can, shall or
may have for, upon, or by reasons of, any matter, cause or thing
whatsoever, direct or indirect, absolute or contingent, whether
presently existing or made in the future arising from or relating to the
Environmental Liabilities at the Site assumed by CRRA under Section 2.3
of the Transfer Agreement. The Excluded Liabilities are specifically
excluded from the foregoing release.
(m) Effective on the Closing Date, with respect to the release set
forth in Article IV (l) above, CRRA, on behalf of itself and the other
Releasors, hereby irrevocably, fully and completely waives any and all
rights, benefits and entitlements that each now has, or in the future
may have conferred upon it by virtue of any statute or common law
principle that provides that a general release does not extend to
claims, losses or other liabilities that an entity does not know or
suspect to exist in its favor at the time of such release, which if
known, would have materially affected such person's settlement with the
other entity. In furtherance of the foregoing, CRRA hereby acknowledges
that factual matters now unknown to it or the other Releasors may have
given or may hereafter give rise to claims, losses or other liabilities
that are presently unknown, unanticipated and unsuspected, and each
further expressly acknowledges that this Section of the Deed has been
negotiated and agreed upon in light of that awareness.
(n) CRRA (including any Releasor for the purposes of this
paragraph) will provide CL&P with an opportunity to review and comment
on any Remediation which will take place within any Reserved Easement
Area, within any area within which a Reserved Additional Easement is
located or on the Retained Parcel. CRRA will use its best efforts to
conduct any such Remediation, including in particular any excavation of
soils and structures and the installation and maintenance of an
engineered synthetic material cap undertaken to make soils inaccessible
or environmentally isolated in accordance with the RSRs, in a manner
which will not materially interfere with or delay CL&P's existing or
future ability to construct, operate and maintain in the Reserved
Easement Area, the area affected by the Reserved Additional Easements,
and/or on the Retained Parcel, underground, above-ground or on-ground
electric transmission and distribution facilities, including, but not
limited to, the types of facilities listed in Exhibit D hereto. Once an
area has been remediated in accordance with the RSRs, CL&P shall pay all
costs to disturb and restore such area consistent with the RSRs, except
for any incremental additional costs incurred as a result of CRRA's
decision to use a synthetic material cap or other remediation technique
which is more difficult to restore than a cap consisting of asphalt,
concrete or a natural material, such as clay. CRRA shall pay any such
additional incremental costs. Specifically, in the Reserved Easement
Areas, the area affected by the Reserved Additional Easements, or on the
Retained Parcel, unless such action by CRRA does not materially increase
the time frame for performing repairs and maintenance, and CRRA pays any
additional costs incurred by CL&P as a result of such actions, CRRA
shall not: (i) raise the grade of any area under or adjacent to any
existing overhead electric lines to a point where clearances required by
the National Electrical Safety Code and/or the Connecticut Department of
Public Utility Control cannot be met, or that could hamper access to
CL&P facilities; or (ii) use an engineered, synthetic material cap in
any area containing a manhole for underground electric facilities or
containing on ground or buried electric facilities such as grounding
grids, counterpoise, poles and foundations that cannot reasonably be
accessed through a manhole, unless the cap can be penetrated, repaired
and restored at a cost and within a time frame comparable to the cost
and time frame for excavating, repairing and restoring a cap composed of
asphalt, concrete or a natural material such as clay.
(o) To the extent deemed reasonable, CRRA or its assignee may
elect to place Environmental Land Use Restrictions ("ELURs") pursuant to
C.G.S. Section 22a-133n through Section 22a-133s and regulations
promulgated thereunder, on the Hartford Land Records with reference to
the entire Site or any portion thereof (collectively or individually
referred to as "Subject Area") including without limitation upon (i) any
Reserved Easement Area, (ii) any area within which a Reserved Additional
Easement is located and (iii) the Retained Parcel, so as to permit CRRA
or its assignee to take the benefit of less stringent remediation
standards authorized by RSRs. Such ELURs may include: (A) prohibitions
on residential use of the Subject Area; (B) prohibitions on the use of
groundwater for drinking or other domestic purposes; and/or (C)
restrictions on the right to disturb soil or construct buildings on the
Subject Area.
(p) Pursuant to Connecticut General Statutes Section 22a-133o(b),
Revision of 1958, revised to January 1, 1999 and Section 22a-133q-1(h)
of the RCSA, CL&P hereby irrevocably subordinates its interest in the
Reserved Easements, the Reserved Additional Easements and the Retained
Parcel to any environmental land use restriction that may be placed on
the Premises or the Retained Parcel by CRRA or its designee in
accordance with RCSA Section 22a-133q, provided, however, that nothing
in this subparagraph (p) shall amend, abridge or abrogate any other
provisions of this Article IV.
(q) The term "including" when used in the Closing Deed shall be by
way of example only and shall not be considered in any way to be in
limitation. In the Closing Deed, the singular includes the plural and
the plural the singular; references to Laws, unless otherwise specified,
shall be deemed to include all corresponding provisions of subsequent or
superseding laws and regulations affecting the same; references to
agreements and other contractual instruments, unless otherwise
specified, shall be deemed to include all subsequent amendments and
other modifications to such instruments in accordance with the terms
thereof; and the phrase "and/or" shall (unless otherwise expressly
provided) be deemed to mean the words both preceding and following such
phrase, or either of them.
Exhibits to the Release from Bankers Trust Company, Trustee
of the South Meadow Plant
Exhibit A - Released Property
Schedule A - Description of Parcel 2 and CRRA Easements
Schedule B - Description of Parcel 3
Exhibit B - List of Excluded Assets
Exhibit C - Description of the Reserved Easement Areas
Exhibit D - Types of Facilities
Exhibit E - Description of Easement Area J
Exhibit F - Description of Easement Area K
Exhibit G - Description of Parcel 3A
Schedule A
ALL THAT CERTAIN PIECE OR PARCEL OF LAND located on the easterly side of
Reserve Road and the northerly side of Maxim Road in the City of Hartford,
County of Hartford and State of Connecticut, being shown and designated as
"Parcel 2") on a certain map entitled "Map Showing Property of The
Connecticut Light & Power Company To Be Conveyed To Connecticut Resources
Recovery Authority Maxim & Reserve Roads Hartford, Connecticut" prepared by
HRP Associates, Inc. 167 New Britain Avenue, Plainville, CT 06062 Date Dec.
15, 2000 Scale 1" = 100' Sheets 1, 2, 3 and 4 of 4 (the "Map"), a copy of
which Map is on file in the office of the Hartford Town Clerk, and being more
particularly bounded and described as follows:
BEGINNING at a point where the western bank of the Connecticut River and
the northerly line of land now or formerly City of Hartford intersect, said
northerly line being an extension of the northerly street line of Maxim Road:
Thence along northerly line of land now or formerly City of Hartford on a the
northerly street line of Maxim Road each in part the following courses and
respective distances;
S 68 Degrees - 15' - 23" W, 975 feet more or less, to an iron pin,
S 73 Degrees - 02' - 53" W, 375.00 feet to a point in the easterly line
of land now or formerly Connecticut Light & Power Company (Parcel 1).
Thence northerly, westerly, northerly and westerly again along land now or
formerly Connecticut Light & Power Company (Parcel 1) the following courses
and respective distances:
N 20 Degrees - 53' - 47" W, 762.47 feet to a point,
S 56 Degrees - 10' - 25" W, 142.47 feet to a point,
N 34 Degrees - 13' - 14" W, 198.37 feet to a point,
S 55 Degrees - 46' - 46" W, 460.00 feet to a point in the easterly
street line of Reserve Road;
Thence N 34 Degrees - 13' - 14" W along said easterly street line of Reserve
Road, 579.64 feet to a point in the southerly line of land now or formerly
Connecticut Light & Power Company (Parcel 3);
Thence along land now or former Connecticut Light & Power Company (Parcel 3)
the following courses and respective distances;
N 82 Degrees - 04' - 29" E, 332.30 feet to a point,
N 38 Degrees - 50' - 57" W, 420.45 feet to a point,
N 51 Degrees - 09' - 29" E, 546.50 feet to a point,
S 44 Degrees - 04' - 07" E, 38.17 feet to a point,
S 54 Degrees - 46' - 39" E, 71.53 feet to a point,
S 76 Degrees - 40' - 43" E, 72.96 feet to a point,
S 40 Degrees - 53' - 11" E, 103.83 feet to a point,
S 47 Degrees - 53' - 47" E, 123.03 feet to a point,
S 74 Degrees - 57' - 38" E, 39.90 feet to a point,
N 34 Degrees - 11' - 24" E, 154.74 feet to a point,
N 55 Degrees - 31' - 23" W, 36.00 feet to a point,
N 34 Degrees - 56' - 53" E, 47.11 feet to a point,
N 56 Degrees - 17' - 32" W, 33.57 feet to a point,
N 33 Degrees - 17' - 46" E, 25.39 feet to a point,
N 55 Degrees - 09' - 26" W, 2.69 feet to a point,
N 64 Degrees - 31' - 55" W, 27.62 feet to a point,
N 55 Degrees - 15' - 00" W, 13.57 feet to a point,
N 49 Degrees - 02' - 47" W, 31.76 feet to a point,
N 29 Degrees - 28' - 30" E, 15.87 feet to a point,
N 51 Degrees - 05' - 04" W, 128.44 feet to a point,
N 48 Degrees - 41' - 26" W, 324.14 feet to a point,
S 55 Degrees - 32' - 16" W, 109.48 feet to a point,
S 55 Degrees - 33' - 03" W, 228.07 feet to a point, in the easterly line
of land now or formerly city of Hartford
Thence generally northwesterly along land now or formerly City of Hartford,
easterly street line of Reserve Road and land of State of Connecticut, each
in part, the following courses and respective distances;
N 55 Degrees - 41' - 03" W, 36.57 feet to a point of curvature,
Along a curve to the right having a central angle of 8 Degrees - 33' -
54", a radius of 3011.88 feet and an arc length of 450.24 feet to a
point in the easterly street line of Reserve Road,
Along a curve to the left having a central angle of 28 Degrees - 59' -
32", a radius of 380.96 feet and an arc length of 192.77 feet to a
point,
N 44 Degrees - 06' - 17" W, 354.44 feet to a point of curvature,
Along a curve to the left having a central angle of 00 Degrees - 53' -
40", a radius of 2614.00 feet and an arc length of 40.81 feet to a
point,
N 49 Degrees - 28' - 49" E, 93.13 feet to a point of curvature,
Along a curve to the left having a central angle of 00 Degrees- 32' -
20", a radius of 2697.00 feet and an arc length of 25.37 feet to a point
in the westerly line of land now or formerly City of Hartford;
Thence generally southeasterly along land now or formerly City of Hartford
the following course and respective distances;
S 58 Degrees - 40' - 37" E, 324.28 feet to a point,
S 64 Degrees - 29' - 57" E, 519.78 feet to a point,
S 25 Degrees - 30' - 03" W, 6.00 feet to a point of curvature,
Along a curve to the right having a central angle of 10 Degrees - 23' -
24", a radius of 2000.00 feet and an arc length of 362.68 feet to a
point;
N 55 Degrees - 48' - 37" E, 195 feet more or less to a point on the
westerly bank of the Connecticut River.
Thence generally southerly along a meandering line being the westerly bank of
the Connecticut River 2500 feet more or less to the point of beginning.
TOGETHER WITH the following perpetual rights, privileges and easements,
to be exercised in common with CL&P and others legally entitled to the use of
the same:
1. To (i) lay, construct, maintain, operate, use, alter, replace and
rebuild within Easement Area J as described in Exhibit E attached hereto
("Easement Area J") and within Easement Area K as described in Exhibit F
attached hereto ("Easement Area K") a roadway to provide vehicular and
pedestrian passage over and through Easement Area J and Easement Area K; (ii)
pass and repass by foot or vehicle over said roadways for all purposes for
which a public highway generally is used and (ii) enter upon said Easement
Area J and Easement Area K for the purpose of constructing, reconstructing,
inspecting and maintaining any road constructed thereon.
2. To (i) lay, construct, maintain, operate, use, replace, repair and
rebuild under Easement Area J electric, telephone, gas, water and other
utility systems, a sewerage system and a storm drainage system, consisting of
wires, cables, conduits, pipes and other fixtures and appurtenances,
including manholes, useful for providing electric, telephone, gas, water and
other utility service and for providing a sewerage system and/or a storm
drainage system servicing land of CRRA; (ii) provide electric, telephone,
gas, water and other utility services and sewage disposal and storm drainage
by means of the same; and (iv) enter upon Easement Area J for the purposes of
constructing, reconstructing, inspecting or maintaining the same.
3. Own, operate, use, maintain, repair, replace and inspect (but not
enhance or expand) on and under the Retained Parcel, CRRA's facilities, if
any, and the existing facilities that were acquired by CRRA from CL&P by
virtue of the Closing Deed or the Closing Bill of Sale and which are used in
connection with the generation facilities on the Premises pursuant to the
terms of the Interconnection Agreement.
4. To enter upon the Retained Parcel for the purposes of performing,
and the right to perform, Remediation within the Retained Parcel as required
by any obligations which CRRA has to CL&P resulting from the Transfer
Agreement.
5. To place restrictions upon the Premises and the Retained Parcel by
recording ELURs on the Hartford Land Records as provided in Article IV(o) of
the Related Covenants and Agreements which ELURs shall be prior in right to
CL&P's rights under the Retained Easements, the Retained Additional Easements
and to CL&P's rights within the Retained Parcel, all as defined in the
attached Exhibit A.
6. To drain storm water from the Premises onto Parcel 1. CL&P
acknowledges and agrees that the existing topography of the Premises and
Parcel 1 is such that storm water currently drains from the Premises onto
Parcel 1. CL&P further acknowledges that by virtue of CRRA's Remediation
activities on the Premises which CRRA is required to perform in connection
with its acquisition of the Premises hereunder, increased amounts of storm
water from that which currently occurs may drain onto Parcel 1. CRRA agrees
that if, at no expense to CRRA, (i) CL&P constructs an underground storm
water drainage system to carry storm water from Parcel 1 into a municipal
storm water drainage system, (ii) CL&P obtains all necessary permits and
approvals for storm water runoff from the Premises to discharge into such
municipal storm water drainage system and (iii) CL&P will pay all costs to
construct an underground storm water drainage system on the Premises
(including any costs of Remediation which is required due to the construction
of such underground storm water drainage system) to collect the storm water
which would otherwise drain onto Parcel 1 and have it instead collect in, and
run through, such storm water drainage system into the municipal storm water
drainage system, CRRA will grant to CL&P an easement on the Premises to
construct such underground storm water drainage system in a location which is
acceptable to CRRA and which does not interfere with any improvements then on
the Premises. Notwithstanding the foregoing, in the event that any
activities or construction by CRRA after the Effective Date would otherwise
result in or do result in increased amounts of storm water over Parcel 1 from
that which results or could result from a storm water event on the Effective
Date given the existing conditions at the Site and on Parcel 1 as of the
Effective Date, then CRRA will reimburse CL&P on demand for all costs and
expenses CL&P incurs for drainage system improvements to the municipal storm
water system reasonably required as a result of such increased amounts of
storm water after the Effective Date. To establish baseline conditions as of
the Effective Date, CRRA and CL&P will jointly commission Fuss & O'Neill,
Inc. or another mutually agreeable engineering firm to produce a baseline
study of drainage conditions as of the Effective Date, and CRRA and CL&P
shall share equally in the cost of such baseline study.
Schedule B
LEGAL DESCRIPTION OF PARCEL 3
ALL THAT CERTAIN piece or parcel of land located on the easterly side of
Reserve Road in the City of Hartford, County of Hartford and State of
Connecticut shown and designated as "Parcel 3 Area = 455,477 Sq. Ft. (10.45
Acres)" on a certain map entitled "Map Showing Property To Be Retained By The
Connecticut Light & Power Company (Parcel 3) Reserve Road Hartford,
Connecticut", prepared by HRP Associates Inc. 167 New Britain Avenue
Plainville, CT 06062 Scale 1" = 100' Date Dec. 15, 2000 Project No.
CRR0064SW CRR0067SW CRR0092SW Sheet 4 of 4 (the "Map"), a copy of which Map
is on file in the Office of the Hartford Town Clerk and being more
particularly bounded and described as follows:
BEGINNING at a monument found in the easterly street line of Reserve Road,
which point marks the northwestern corner of the herein described parcel;
thence N 55 Degrees 46' 57" E for a distance of 536.04 feet along land now or
formerly of the City of Hartford to a point; thence N 55 Degrees 33' 03" E
for a distance of 228.07 feet to a point; thence N 55 Degrees 32' 16" E for a
distance of 109.48 feet to a point; thence S 48 Degrees 41' 26" E for a
distance of 324.14 feet to a point; thence S 51 Degrees 05' 04" E for
distance of 128.44 feet to a point; thence S 29 Degrees 28' 30" W for a
distance of 15.87 feet to a point; thence S 49 Degrees 02' 47" E for a
distance of 31.76 feet to a point; thence S 55 Degrees 15' 00" E for a
distance of 13.57 feet to a point; thence S 64 Degrees 31' 55" E for a
distance of 27.62 feet to a point; thence S 55 Degrees 09' 26" E for a
distance of 2.69 feet to a point; thence S 33 Degrees 17' 46" W for a
distance of 25.39 feet to a point; thence S 56 Degrees 17' 32" E for a
distance of 33.57 feet to a point; thence S 34 Degrees 56' 53" W for a
distance of 47.11 feet to a point; thence S 55 Degrees 31' 23" E for a
distance of 36.00 feet to a point; thence S 34 Degrees 11' 24" W for a
distance of 154.74 feet to a point; thence N 74 Degrees 57' 38" W for a
distance of 39.90 feet to a point; thence N 47 Degrees 53' 47" W for a
distance of 123.03 feet to a point; thence N 40 Degrees 53' 11" W for a
distance of 103.83 feet to a point; thence N 76 Degrees 40' 43" W for a
distance of 72.96 feet to a point; thence N 54 Degrees 46' 39" W for a
distance of 71.53 feet to a point; thence N 44 Degrees 04' 07" W for a
distance of 38.17 feet to a point; thence S 51 Degrees 09' 29" W for a
distance of 546.50 feet to a point; thence S 38 Degrees 50' 57" E for a
distance of 420.45 feet to a point; thence S 82 Degrees 04' 29" W for a
distance of 332.30 feet to a point on the easterly street line of Reserve
Road, the last twenty-three (23) courses being along land now or formerly of
The Connecticut Light & Power Company; thence N 34 Degrees 13' 14" W for a
distance of 276.72 feet to a monument found; thence along an arc curving to
the right having a radius of 359.26 feet and a central angle of 43 Degrees
10' 31" for a distance of 270.72 feet to a point; thence N 08 Degrees 57' 17"
E for a distance of 58.01 feet to the point and place of beginning, the last
three (3) courses being along the easterly street line of Reserve Road.
EXHIBIT E
LEGAL DESCRIPTION OF EASEMENT AREA J
ALL THAT CERTAIN PIECE OR PARCEL OF LAND located in the City of Hartford,
County of Hartford and State of Connecticut, being designated as "Permanent
Right of Way J in Favor of Connecticut Resources Recovery Authority For
Ingress and Egress; Installation of Underground Utilities, Maintenance and
Approval To Improve Access Road To CRRA's Land Through The Gate 40 Entrance
(Area = 29,828 sf/0.68 Acres)" on a certain map entitled "Map Showing
Property of The Connecticut Light & Power Company To Be Conveyed To
Connecticut Resources Recovery Authority Maxim & Reserve Roads Hartford,
Connecticut" prepared by HRP Associates, Inc. 167 New Britain Avenue,
Plainville, CT 06062, Scale 1" = 100' Date Dec. 15, 2000 Project No.
CRR0064SW CRR0067SW CRR0092SW Sheet 1, 2, 3 and 4 of 4" (the "Map"), a copy
of which Map is on file in the Office of the Hartford Town Clerk, and being
more particularly bounded and described as follows:
Beginning at a point on the easterly street line of Reserve Road, which
point marks the northwestern corner of the parcel herein described and which
point is S 34 Degrees 13' 14" E a distance of 195.21 feet from the northwest
corner of land shown and designated on the Map as "Parcel 1"; thence N 56
Degrees 10' 25" E for a distance of 602.47 feet to a point which marks the
northeastern corner of the herein described parcel; thence S 20 Degrees 53'
47" E for a distance of 51.30 feet to a point which marks the southeastern
corner of the herein described parcel; thence S 56 Degrees 10' 25" W for a
distance of 590.66 feet to a point; thence N 34 Degrees 13' 14" W for a
distance of 50.00 feet to the point and place of beginning.
EXHIBIT F
LEGAL DESCRIPTION OF EASEMENT AREA K
ALL THAT CERTAIN PIECE OR PARCEL OF LAND located in the City of Hartford,
County of Hartford and State of Connecticut, being designated as "Permanent
Right of Way K in Favor of Connecticut Resources Recovery Authority For
Ingress and Egress Area = 10,055 sf (0.23 Acres)" on a certain map entitled
"Map Showing Property of The Connecticut Light & Power Company To Be Conveyed
To Connecticut Resources Recovery Authority Maxim & Reserve Roads Hartford,
Connecticut" prepared by HRP Associates, Inc. 167 New Britain Avenue,
Plainville, CT 06062, Scale 1" = 100' Date Dec. 15, 2000 Project No.
CRR0064SW CRR0067SW CRR0092SW Sheet 1, 2, 3 and 4 of 4" (the "Map"), a copy
of which Map is on file in the Office of the Hartford Town Clerk, and being
more particularly bounded and described as follows:
Beginning at a point on the easterly boundary line of land shown as
"Parcel 3" on the Map, which point is the northeast corner of the parcel
herein described and which point is S 48 Degrees 41' 26" E a distance of
324.14 feet from the northwest corner of the aforesaid Parcel 3 as shown on
the Map; thence S 34 Degrees 25' 53" W a distance of 186.27 feet to a point;
thence S 12 Degrees 14' 59" W a distance of 39.22 feet to a point which marks
the southeast corner of the herein described parcel; thence N 76 Degrees 40'
43" W a distance of 72.95 feet to a point which marks the southwest corner of
the herein described parcel; thence N 41 Degrees 25' 47" E a distance of
154.76 feet to a point; thence N 39 Degrees 55' 29" E a distance of 32.93
feet to a point; thence N 22 Degrees 36' 10" E for a distance of 69.45 feet
to a point which marks the northwest corner of the herein described parcel;
thence S 51 Degrees 05' 04" E for a distance of 46.81 feet to the point and
place of beginning.
EXHIBIT G
DESCRIPTION OF PARCEL 3A
ALL THAT CERTAIN piece or parcel of land located on the easterly side of
Reserve Road in the City of Hartford, County of Hartford and State of
Connecticut shown and designated as "Parcel 3A Area = 151,263 Sq. Ft. (3.47
Acres)" on a certain map entitled "Map Showing Subdivision of Parcel 3 Scheme
B Reserve Road Hartford, Connecticut", prepared by HRP Associates Inc. 167
New Britain Avenue Plainville, CT 06062 Scale 1" = 100' Date Dec. 15,
2000 Project No. CRR0064SW CRR0067SW CRR0092SW (the "Map") and being more
particularly bounded and described as follows:
BEGINNING at a point which marks the northwestern corner of the herein
described parcel and the northeastern corner of Parcel 3B as shown on the Map
(which point is N 55 Degrees 46' 57" E a distance of 536.04 feet and N 55
Degrees 33' 03" E for a distance of 108.29 feet from the easterly streetline
of Reserve Road); thence N 55 Degrees 33' 03" E for a distance of 119.78 feet
to a point; thence N 55 Degrees 32' 16" E for a distance of 109.48 feet to a
point; thence S 48 Degrees 41' 26" E for a distance of 324.14 feet to a
point; thence S 51 Degrees 05' 04" E for distance of 128.44 feet to a point;
thence S 29 Degrees 28' 30" W for a distance of 15.87 feet to a point; thence
S 49 Degrees 02' 47" E for a distance of 31.76 feet to a point; thence S 55
Degrees 15' 00" E for a distance of 13.57 feet to a point; thence S 64
Degrees 31' 55" E for a distance of 27.62 feet to a point; thence S 55
Degrees 09' 26" E for a distance of 2.69 feet to a point; thence S 33 Degrees
17' 46" W for a distance of 25.39 feet to a point; thence S 56 Degrees 17'
32" E for a distance of 33.57 feet to a point; thence S 34 Degrees 56' 53" W
for a distance of 47.11 feet to a point; thence S 55 Degrees 31' 23" E for a
distance of 36.00 feet to a point; thence S 34 Degrees 11' 24" W
for a
distance of 154.74 feet to a point; thence N 74 Degrees 57' 38" W for a
distance of 39.90 feet to a point; thence N 47 Degrees 53' 47" W for a
distance of 123.03 feet to a point; thence N 40 Degrees 53' 11" W for a
distance of 103.83 feet to a point; thence N 76 Degrees 40' 43" W for a
distance of 72.96 feet to a point; thence N 54 Degrees 46' 39" W for a
distance of 71.53 feet to a point; thence N 44 Degrees 04' 07" W for a
distance of 38.17 feet to a point; the last twenty (20) courses being along
land now or formerly of The Connecticut Light & Power Company; thence N 44
Degrees 04' 07" W for a distance of 89.14 feet to a point; thence N 38
Degrees 32' 05" W for a distance of 161.97 feet to the point and place of
beginning, the last two (2) courses being along Parcel 3B as shown on the
Map.
SCHEDULES
Schedule 2.1(a)(i) - Real Property Description
Schedule 2.1(a)(ii) - Additional Real Property Matters
Schedule 2.1(b) - Personal Property to be Acquired; Inventory
Schedule 2.1(d) - Permits
Schedule 2.1(e) - Assumed Contracts
Schedule 2.1(g) - Name of Facilities
Schedule 2.2(a) - Excluded T&D Assets
Schedule 2.6(a)(i) - Pre-Approved Capital Expenditures
Schedule 2.10(l) - Matters for Opinion from Counsel to CL&P
Schedule 2.11(i) - Matters for Opinion from Counsel to CRRA
Schedule 3.3 - Matters of Noncontravention
Schedule 3.5 - Title Commitment
Schedule 3.6(a) - Non-Compliance with Laws
Schedule 3.8(a) - Contracts
Schedule 3.8(b) - Exceptions to Contract Obligations
Schedule 3.9 - Insurance
Schedule 3.10 - Litigation
Schedule 3.11 - Condemnation
Schedule 3.14 - Year 2000 Computer Problem Performance
Schedule 3.15 - Employee Matters
Schedule 4.3 - Noncontravention Disclosures
Schedule 5.12(d) - Types of CL&P Facilities in Reserved Easement Areas
Schedule 6.1(c) - CL&P's Regulatory Approvals
Schedule 6.1(d) - CRRA's Regulatory Approvals
Schedule 6.1(j) - Schedule of Specific Permits
SCHEDULE 2.1(a)(i)
REAL PROPERTY DESCRIPTION
ALL THAT CERTAIN PIECE OR PARCEL OF LAND located on the easterly side of
Reserve Road and the northerly side of Maxim Road in the City of Hartford,
County of Hartford and State of Connecticut, being shown and designated as
"Parcel 2") on a certain map entitled "Map Showing Property of The Connecticut
Light & Power Company To Be Conveyed To Connecticut Resources Recovery
Authority Maxim & Reserve Roads Hartford, Connecticut" prepared by HRP
Associates, Inc. 167 New Britain Avenue, Plainville, CT 06062 Date Dec. 15,
2000 Scale 1" = 100' Sheets 1, 2, 3 and 4 of 4 (the "Map"), a copy of which
Map is on file in the office of the Hartford Town Clerk. A legal description
of Parcel will be developed by the parties for incorporation into the Deed.
TOGETHER WITH the following perpetual rights, privileges and easements, to
be exercised in common with CL&P and others legally entitled to the use of the
same:
1. To (i) lay, construct, maintain, operate, use, alter, replace and
rebuild within Easement Area J as described in the Deed and within Easement
Area K as described in the Deed a roadway to provide vehicular and pedestrian
passage over and through Easement Area J and Easement Area K; (ii) pass and
repass by foot or vehicle over said roadways for all purposes for which a
public highway generally is used and (ii) enter upon said Easement Area J and
Easement Area K for the purpose of constructing, reconstructing, inspecting and
maintaining any road constructed thereon.
2. To (i) lay, construct, maintain, operate, use, replace, repair and
rebuild under Easement Area J electric, telephone, gas, water and other utility
systems, a sewerage system and a storm drainage system, consisting of wires,
cables, conduits, pipes and other fixtures and appurtenances, including
manholes, useful for providing electric, telephone, gas, water and other
utility service and for providing a sewerage system and/or a storm drainage
system servicing land of CRRA; (ii) provide electric, telephone, gas, water and
other utility services and sewage disposal and storm drainage by means of the
same; and (iv) enter upon Easement Area J for the purposes of constructing,
reconstructing, inspecting or maintaining the same.
3. Own, operate, use, maintain, repair, replace and inspect (but not
enhance or expand) on and under the Retained Parcel, CRRA's facilities, if any,
and the existing facilities that were acquired by CRRA from CL&P by virtue of
the Deed or the Bill of Sale and which are used in connection with the
generation facilities on the Premises pursuant to the terms of the
Interconnection Agreement.
4. To enter upon the Retained Parcel for the purposes of performing, and
the right to perform, Remediation within the Retained Parcel as required by any
obligations which CRRA has to CL&P resulting from the Transfer Agreement.
5. To place restrictions upon the Premises and the Retained Parcel by
recording ELURs on the Hartford Land Records as provided in Article IV(o) of
the Deed which ELURs shall be prior in right to CL&P's rights under the
Retained Easements, the Retained Additional Easements and to CL&P's rights
within the Retained Parcel, all as defined in the Deed.
6. To drain storm water from the Premises onto Parcel 1. CL&P
acknowledges and agrees that the existing topography of the Premises and Parcel
1 is such that storm water currently drains from the Premises onto Parcel 1.
CL&P further acknowledges that by virtue of CRRA's Remediation activities on
the Premises which CRRA is required to perform in connection with its
acquisition of the Premises hereunder, increased amounts of storm water from
that which currently occurs may drain onto Parcel 1. CRRA agrees that if, at
no expenses expense to CRRA, (i) CL&P constructs an underground storm water
drainage system to carry storm water from Parcel 1 into a municipal storm water
drainage system, (ii) CL&P obtains all necessary permits and approvals for
storm water runoff from the Premises to discharge into such municipal storm
water drainage system and (iii) CL&P will pay all costs to construct an
underground storm water drainage system on the Premises (including any costs of
Remediation which is required due to the construction of such underground storm
water drainage system) to collect the storm water which would otherwise drain
onto Parcel 1 and have it instead collect in, and run through, such storm water
drainage system into the municipal storm water drainage system, CRRA will grant
to CL&P an easement on the Premises to construct such underground storm water
drainage system in a location which is acceptable to CRRA and which does not
interfere with any improvements then on the Premises.Notwithstanding the
foregoing, in the event that any activities or construction by CRRA after the
Effective Date would otherwise result in or do result in increased amounts of
storm water over Parcel 1 from that which results or could result from a storm
water event on the Effective Date given the existing conditions at the Site and
on Parcel 1 as of the Effective Date, then CRRA will reimburse CL&P on demand
for all costs and expenses CL&P incurs for drainage system improvements to the
municipal storm water system reasonably required as a result of such increased
amounts of storm water after the Effective Date. To establish baseline
conditions as of the Effective Date, CRRA and CL&P will jointly commission Fuss
& O'Neill, Inc. or another mutually agreeable engineering firm to produce a
baseline study of drainage conditions as of the Effective Date, and CRRA and
CL&P shall share equally in the cost of such baseline study.
SCHEDULE 2.1(a)(ii)
ADDITIONAL REAL PROPERTY MATTERS
1. Liens on the Real Property.
The following Liens shall constitute Permitted Encumbrances:
(a) Unrecorded easements, discrepancies or conflicts in boundary lines,
shortage in area and encroachments which an accurate and complete survey would
disclose.
(b) Real Estate Taxes and Assessments (including Liens not yet due and
payable) as follows:
AS TO LIST #18452-R-2: Taxes to the City of Hartford on the List of
October 1, 1999 in the total amount of $418,701.02, first half paid, second
half not yet due and payable.
AS TO LIST #18448-R-5: Taxes to the City of Hartford on the List of
October 1, 1999 in the total amount of $19,821.75, first quarter paid, second,
third and fourth quarters not yet due and payable.
(c) Rights of others in and to Old Meadow cited in deeds of parcels to The
Hartford Electric Light Company.
(d) Rights of proprietors of South Meadows to cross land of Colt's Patent Fire
Arms Manufacturing Company as cited in a deed from said Colt's Patent Fire Arms
Manufacturing Company to The Hartford Electric Light Company dated May 7, 1919
and recorded in Volume 470, Page 325 of the Hartford Land Records.
(e) Pipe line rights and rights of way set forth in an Agreement between
Standard Oil Company of New York and The Hartford Electric Light Company dated
October 31, 1919 and recorded in Volume 486, Page 11 of the Hartford Land
Records; as amended by Memorandum of Agreement dated April 2, 1945 and recorded
in Volume 778, Page 226 of said Land Records; and as partially released in a
Quit Claim Deed from Socony Mobil Oil Company, Inc. to The Hartford Electric
Light Company dated November 3, 1961 and recorded in Volume 1072, Page 589 of
said Land Records.
(f) Rights of way for oil pipes as reserved by Standard Oil Company of New
York in Quit Claim Deeds to The Hartford Electric Light Company dated August 4,
1922 and recorded in Volume 527, Page 259 of the Hartford Land Records and
dated August 28, 1928 and recorded in Volume 651, Page 201 of said Land
Records. Together with rights of access and subject to conditions for moving
pipe line.
(g) Use Restriction against the sale or storage of petroleum products as
contained in Quit Claim Deed from Standard Oil Company of New York to The
Hartford Electric Light Company dated September 28, 1928 and recorded in Volume
651, Page 201 of the Hartford Land Records.
(h) Layout of Clark Dike by the Court of Common Council of the City of
Hartford dated June 10, 1929.
(i) Easement for the construction, operation and maintenance of flood control
works taken by the City of Hartford, as reported in the Journal of the Common
Council of the City of Hartford on May 24, 1943.
(j) Agreement between The City of Hartford and Koppers Gas and Coke Company
dated June 15, 1936 and recorded in Volume 713, Page 464 of the Hartford Land
Records (regarding easements for dike purposes) is cited in a Warranty Deed
from Curtis M. Middlebrook to The Hartford Electric Light Company dated
March 9, 1948 and recorded in Volume 780, Page 376 of said Land Records.
(k) Memorandum of Agreement between The Hartford Electric Light Company, the
City of Hartford and the State of Connecticut and dated November 8, 1949 and
recorded in Volume 780, Page 580 of the Hartford Land Records, as amended by
amendments recorded in Volume 961, Page 20, Volume 961, Page 23, Volume 1087,
Page 335 and in Volume 1175, Page 620, all in the Hartford Land Records.
(l) Right to connect railroad siding as reserved by the City of Hartford in a
Quit Claim Deed to The Hartford Electric Light Company dated January 8, 1951
and recorded in Volume 876, Page 429 of the Hartford Land Records.
(m) Easement from The Hartford Electric Light Company to the State of
Connecticut dated December 14, 1954 and recorded in Volume 950, Page 533 of the
Hartford Land Records. (For fully maintaining highway and bridge)
(n) Easement from The Hartford Electric Light Company to The Hartford Gas
Company dated June 8, 1955 and recorded in Volume 961, Page 231 of the Hartford
Land Records.
(o) Possible easement as evidenced by a Certificate of Certain Rights Acquired
for Proposed Sewer by The Metropolitan District recorded on September 29, 1959
and recorded in Volume 1033, Page 43 of the Hartford Land Records. (NOTE:
Unable to locate map and, therefore, exact location of easement is unknown)
(p) Easement for pipe line from The Hartford Electric Light Company to Socony
Mobil Oil Company, Inc. and Magnolia Pipe Line Company dated May 17, 1961 and
recorded in Volume 1072, Page 591 of the Hartford Land Records.
(q) Easement for flood control facilities from The Hartford Electric Light
Company to The Greater Hartford Flood Commission dated February 13, 1963 and
recorded in Volume 1099, Page 392 of the Hartford Land Records.
(r) Agreement between The Hartford Electric Light Company and The Metropolitan
District dated October 21, 1963 and recorded in Volume 1111, Page 730 of the
Hartford Land Records. (Sewer connection charge)
(s) Certificate of Certain Rights Acquired For Proposed Force Mains by The
Metropolitan District dated March 14, 1972 and recorded in Volume 1299, Page
198 of the Hartford Land Records. (In Reserve Road, which is a public street)
(t) Right of way and easement from The Hartford Electric Light Company to The
Southern New England Telephone Company dated August 31, 1973 and recorded in
Volume 1385, Page 151 of the Hartford Land Records.
(u) Agreement between The Hartford Electric Light Company and The Metropolitan
District dated November 21, 1973 and recorded in Volume 1400, Page 163 of the
Hartford Land Records.
(v) Sewer Easement from The Hartford Electric Light Company to The
Metropolitan District dated August 29, 1977 and recorded in Volume 1614, Page
271 of the Hartford Land Records. (10 foot wide sewer easement)
(w) Terms and conditions of a Permit to the Connecticut Resources Recovery
Authority, Metropolitan District Commission and The Connecticut Light and Power
Company For The Construction and Operation of a Regional Solid Waste Resource
Recovery Plant Located on Reserve Road in the City of Hartford, Connecticut
from the State of Connecticut, Department of Environmental Protection dated
February 11, 1985 and recorded in Volume 2253, Page 25 of the Hartford Land
Records.
(x) Easement taken by the State of Connecticut as set forth in a Certificate
of Taking dated February 9, 1988 and recorded in Volume 2733, Page 222 of the
Hartford Land Records.
(y) Certificate of rights acquired for proposed sewer from The Connecticut
Light and Power Company by The Metropolitan District dated June 14, 1993 and
recorded in Volume 3375, page 23 of the Hartford Land Records.
(z) Orders issued by the State of Connecticut Department of Environmental
Protection against The Connecticut Light and Power Company and Connecticut
Resource Recovery Authority as follows:
(i) Notice of Bureau of Air Management Order (Bureau of Air Management
Order No. 1494) recorded on May 6, 1997 in Volume 3817, Page 29 of the Hartford
Land Records; and
(ii) Notice of Bureau of Air Management Order (Bureau of Air Management
Order No. 8116) recorded on July 21, 1997 in Volume 3844, Page 155 of the
Hartford Land Records, as amended by Addendum No. 1 to Order No. 8116 dated
March 23, 1998 and recorded in Volume 3933, Page 292 of the Hartford Land
Records; and as further amended by Addendum No. 2 to Order No. 8116 dated June
25, 1998 and recorded in Volume 3972, Page 61 of the Hartford Land Records.
(aa) Agreement granting use of certain structures to install fiber optic cable
among Northeast Utilities Service Company, The Connecticut Light and Power
Company, Western Massachusetts Electric Company and Public Service Company of
New Hampshire and NECOM LLC dated February 27, 1998 and recorded in Volume
3943, Page 313 of the Hartford Land Records.
(bb) Short Form Agreement for the Provision of Fiber Optic Facilities and
Services (easement) among Northeast Utilities Service Company, The Connecticut
Light and Power Company, Western Massachusetts Electric Company and Public
Service Company of New Hampshire and NECOM LLC dated February 27, 1998 and
recorded in Volume 3943, Page 321 of the Hartford Land Records.
(cc) Riparian rights and, to the extent navigable, rights of navigation of
others in and to the waters of any and all rivers and streams crossing or
abutting the subject premises.
(dd) The title to the original bed of any navigable river or stream crossing or
abutting the subject premises, as the same may have been increased by accretion
and reliction, may be in the State of Connecticut.
(ee) All matters recorded on the land records of the City of Hartford.
2. Excluded Liens.
The following Liens shall be released on or before the Closing Date:
(a) Mortgage Indenture
3. Licenses.
The following Licenses shall constitute Permitted Encumbrances to the extent
that the same are deemed to be Liens:
License Agreement: December 15, 1998 through November 14, 2001 with Resource
Recovery Systems of Connecticut, Inc., an Ogden Company, for office and storage
space for their NE Region Maintenance Office. Approximately 1040 sq. ft. of
space is occupied in the building by Gate 40. Fee is $10,000/yr., with 1/2
credit for building improvements up to one year's license fee. Can be canceled
in 90 days with written notice by either party.
License Agreement: May 1, 1996 through April 30, 2006 with Martin Media to
enter upon the property to construct, maintain, utilize and reconstruct if
necessary a two sided billboard for advertising purposes. Fee is approximately
$20,000/yr. Can be canceled in 60 days with written notice by either party.
License Agreement: March 1, 1998 through February 28, 2003 with TCI Cable
Vision of Central to install, construct, repair, trench and maintain cables and
conduits on Licenser's land located on the easterly side of Reserve Road in
Hartford, Connecticut. Fee is approximately $2,100/yr. Can be canceled in 30
days with written notice by either party.
SCHEDULE 2.1(b)
PERSONAL PROPERTY TO BE ACQUIRED; INVENTORY
EQUIPMENT, MACHINERY, VEHICLES, INTELLECTUAL PROPERTY
A. Machinery and Equipment
Unit 5
*GE 45,000 KW Turbine/Generator and all ancillary systems
Westinghouse Condenser
Air Ejector System
Circulating Water System
Service Water System
Fire Protection System
Auxiliary electrical system including uninterruptible power supply systems
Service and Instrument air compressors and tanks
Unit 6
*GE 45,000 KW Turbine/Generator and all ancillary systems
Westinghouse Condenser
Air Ejector System
Circulating Water System
Service Water System
Fire Protection System
Auxiliary electrical system including uninterruptible power supply systems
Service and Instrument air compressors and tanks
*CL&P makes no warrantee as to the output to be obtained by CRRA from Units 5
and 6
Unit 11 - Unit 14
4- Pratt and Whitney Self Contained 40MW Units (FT4 Twin Power Pac's )
All controls and auxiliary equipment
Auxiliary Steam Systems
B & W Number 9 and 10 auxiliary boilers
Fuel oil Tank For Boiler Number 9
All controls and auxiliary equipment to support full operation of boiler
Number 9, including but not limited to feedwater, fuel oil, and combustion air
systems
Stack for Boiler Number 9
General Equipment
Potable Water Supply System
Sanitary Water Discharge System
Heating, Ventilating and Air Conditioning System
Instrumentation and Controls
Turbine Bay Crane
Fire Protection System
Main site access road electric gate and TV surveillance system
B. Structures and Buildings
Powerhouse, administration and storeroom facilities
Screenhouses Numbers 1 and 3 (intake Structures for circulation water for
Units 5 and 6 and for service water) and abandoned Screenhouse Number 2
Trash Racks
Traveling Screens
Flood Protection System
Mercury Boiler Building
Barge Haul and Docking Facilities and Coal unloading and handling
equipment and oil/jet fuel unloading facility (including all associated
piping)
Jet Fuel Storage Tanks 5 and 6 and all associated storage and pumping
structures, equipment and above and below-grade piping system, including
truck unloading facility and starter air-pacs
Perimeter fence and gates surrounding the Jet Shop and gas turbines
Jet Shop Building (Equipment with machine and welding capabilities)
C. Jet Shop Equipment Inventory
Vehicles
15 Ton Crane 1 each
Forklift 1 each
Spill Trailer 1 each
Spill Control Vessel (boat) 1 each
Tools/Equipment
Milling Machine 1 each
Lathe-14" 1 each
Welder-Shop 2 each
Welder/Generator-Portable 1 each
Bandsaw 1 each
Battery Charger (for Jet batteries) 1 each
Air Compressor 1 each
Sand Blasting Cabinet 1 each
Sonic Cleaner 1 each
Press.Washer/Steamer 1 each
Drill Press 1 each
Abrasive Grinder 1 each
Bench Grinders 3 each
GG4 Engine Stand 1 each
FT4 Turbine Stand 1 each
Parts Washer 1 each
Tool Box (Chest type) 1 each
Miscellaneous
Washing Machine 1 each
Clothes Dryer 1 each
Refrigerator 1 each
Microwave Oven 1 each
D. Transmission and Distribution Equipment
All bus, bushings, support structures, foundations, buildings, conduits,
cables, relays/controls, DC power supply equipment, grounding and fencing
associated with South Meadow generating and 4.16- or 11-kV equipment (units 5U
and 6U) on the South Meadow site.
Two 115-kV generator lead lines from step-up transformers 1A-11X and 1A-13X to
the Retained Parcel, including a steel pole structure supporting one of these
lines and motor-operated disconnect switches (MODs) 1A-1X1-4, 1A-2X1-4, 1A-
11X1-4 and 1A-13X1-4.
Generator step-up transformers 1A-1X, 1A-2X, 1A-11X and 1A-13X, with associated
equipment, foundations, protective relays, conduit and cables, and water-deluge
systems.
Connections from CRRA's equipment to CL&P's switchyard ground grid.
Station service transformers 1A-25S, 1A-26S, 1A-11S, 1A-12S, 1A-13S and 1A-14S,
with associated secondary cabling/conduit and equipment.
Below-grade conduit and cable from 115-kV equipment in the Retained Parcel to
the switchyard control building, or to the plant building, servicing CRRA's
equipment or protective relay and control equipment.
MOD controls in the South Meadow control building for 1A-1X1-4 and 1A-2X1-4.
The 13.8-kV equipment associated with the 1A-11U, 1A-12U, 1A-13U and 1A-14U gas
turbine units.
All controls and relays located within the gas turbine control houses to
operate and protect the units.
Data network equipment, routers to servers to desktops.
Nortel PBX.
E. Inventory
Jet Inventory
CL&P Avg. Qty. Stk Cd Estimated Catalog Description
Unit Price Value to
CRRA (ea.)
$180,000.00 1 0279818 $ 50,000 CASING, ASSEMBLY, ALLOY STEEL,
33 ID X 55" LG OD"
$100,000.00 1 0279820 $ 20,000 ROTOR, ASSEMBLY, ALLOY STEEL, 33
ID X 42" LG"
$20,000.00 1 0280374 $ 20,000 CONTROLLER, ELECTRICAL,
CONTROLLER
$14,000.00 1 0420942 $ 14,000 ASSEMBLY, PUMP, OIL, FREE
TURBINE, CAST ALUMINUM
$1,500.00 7 0280519 $ 1,500 ASSEMBLY, STRAINER, HOUSING AND
BASKET, CS/ALUMINUM
$10,000.00 1 0280341 $ 10,000 MONITOR, MONITOR VIBRATION 5-1/2
X 16-3/4" X 17"
$122.01 73 0158119 $ 122 VANE, (OVERHAULED CONDITION)
FIRST STAGE NOZZLE GUIDE, ALLOY,
AIR COOLED
$700.00 12 0280335 $ 900 MODULE, MODULE HIGH PASS FILTER
40
$8,000.00 1 0279436 $ 4,000 VALVE, VALVE
$4,000.00 2 0280235 $ 15,000 BEARING, BALL, 7.0000 IN ID,
12.5000 IN OD, 2.5000 IN W
$6,360.00 1 0279869 $ 7,000 INVERTER, DC/A/C, 125VDC, 115VAC
$6,000.00 1 0280271 $ 3,000 PUMP, USED OIL 1
$1,500.00 4 0279852 $ 1,500 BOARD, BOARD
$5,000.00 1 0279441 $ 5,000 VALVE, SHUT OFF, CARBON STEEL, 3
IN, 150 POUND, FLANGED ENDS
The total agreed value of the Jet Inventory is $225,000.
CRRA has agreed to pay $290,000 for the spare engine (PWA Type FT4A-9LF, serial
number P675336) maintained at the Site.
Steam Units Inventory
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Item ID Related Item Description Mfgrs No Quantity Unit of Avg. Cost Total Cost
Measure
0000004565 NU50-0279 MANHOLE GASKET GS-3, 4.00 EA 22.56 90.24
FOR STEAM DRUM #9-BOILER
-16-1/
0000003575 AR40-0014 SEAL FOR CAGE 23617-30 4.00 EA 25.46 101.84
0000003577 AR40-0002 CASING GASKET 39000701 3.00 EA 8.75 26.25
0000003585 AR40-0004 SEAL FOR CAGE 53912-30 4.00 EA 55.11 220.44
0000003586 AR40-0003 COVER GASKET FOR 960455 3.00 EA 9.55 28.65
STUFFING BOX
0000046409 TC75-0001 FLOAT FOR SWITCH MODEL P 2.00 EA 66.00 132.00
NO-SS 30'LIF
0000055952 AR40-0023 BEARING CARTRIDGE 959465-26 1.00 EA 316.73 316.73
COMPLETE 1.5X1X6 D1
- - - - - - 316.73 -
0000055954 AR40-0024 BEARING CARTRIDGE 959467-16 1.00 EA 477.41 477.41
COMPLETE 3X2X6 D101
0000008132 BJ40-0019 KEY 1000085 6.00 EA 28.89 173.33
0000008133 BJ40-0023 GASKET FOR STUFFING 1000563 5.00 EA 10.00 50.00
BOX
0000008134 BJ40-0003 GASKET FOR STUFFING 1000730 3.00 EA 10.00 30.00
BOX
0000008135 BJ40-0024 PACKING 1001209 4.00 EA 9.00 36.00
(GARLOCK)
0000008137 BJ40-0006 SCREW LOCK HEAD 1001272 2.00 EA 4.00 8.00
SHAFT NUT
0000008140 BJ40-0008 HEAD GASKET TO 1006226 4.00 EA 139.00 556.00
SOLEPLATE
0000008145 BJ40-0035 LINE SHAFT 117336CC 1.00 EA 225.00 225.00
0000008146 BJ40-0014 LINE SHAFT 1-15/16 117354 CC - EA 578.67 -
IN X 120 IN
- - - - 1.00 - 578.67 578.67
0000008147 BJ40-0005 HEAD SHAFT NUT 117473 FA 2.00 EA 71.33 142.67
0000008148 BJ40-0036 BEARING SERIES CASE 117845 FJ?A 14.00 EA 21.00 294.00
- - - - - - 21.00 -
0000008151 BJ40-0012 BEARING FOR BOTTOM 118034-FJ 2.00 EA 167.00 334.00
CASE
0000008152 BJ40-0001 BUSHING FOR 118104 FJFBP 2.00 EA 51.00 102.00
STUFFING BOX
0000008153 BJ40-0033 BEARING FOR 169349 FJ 1.00 EA 116.50 116.50
BOTTOM CASE
0000008155 BJ40-0015 BEARING CASE SERIES 169978 FJ FBP 3.00 EA 85.50 256.50
0000008160 BJ40-0021 BEARING FOR 620514 FJ 3.00 EA 18.25 54.75
STUFFING BOX
0000008161 BJ40-0038 IMPELLER LOCK 750018 CB 9.00 EA 41.00 369.00
COLLET
0000008164 BJ40-0018 SPLIT RING 7517444 DB 6.00 EA 67.11 402.67
0000008165 BJ40-0011 SHAFT FOR CB 751875 5.00 EA 180.56 902.78
COUPLING LINE
0000008167 BJ40-0025 HEAD SHAFT NUT 752384 FA 1.00 EA 53.00 53.00
0000008168 BJ40-0016 BEARING TOP CASE 8000610 2.00 EA 669.00 1,338.00
(G9-3121 118)
0000008169 BJ40-0010 COLUMN RUBBER 8000614 4.00 EA 59.00 236.00
BEARING
0000008171 BJ40-0031 COLUMN RUBBER 8000807 3.00 EA 45.00 135.00
BEARING
0000008174 BJ40-0017 SAND CAP 8001464 1.00 EA 44.58 44.58
- - - - - - 44.58 -
0000008175 BJ40-0013 PUMP SHAFT 2-3/16 8003271 - EA 471.00 -
IN X 67-5/8
- - - - 1.00 - 471.00 471.00
0000008176 BJ40-0007 HEAD SHAFT 1.938 8003274 1.00 EA 591.83 591.83
IN X 63 IN
0000008177 BJ40-0034 PUMP SHAFT 1-3/16 8003276 1.00 EA 711.00 711.00
IN X 71-1/4
0000008178 BJ40-0027 HEAD SHAFT 8003285 1.00 EA 599.00 599.00
(167896CC)
0000008179 BJ40-0002 HALF RING 8004125 14.00 EA 42.00 588.00
0000024079 HS35-0004 GASKET FOR BASKET 2472600195 - EA 42.50 -
CHAMBER SERVICE W
0000024081 HS35-0008 SNAP RING 2 PCE SET 2861100140 31.00 EA 1.00 31.00
5107-98 S
0000003607 CP35-0360 Y TRAP 1 IN SOCKET B-1SW-#900-1" 2.00 EA 269.00 538.00
WELD 900 LB WCB
0000008163 BJ40-0032 SHAFT COUPLING LINE 750049 CB 2.00 EA 101.00 202.00
0000024073 NU50-0289 OPERATING DUPLEX 2257200240 2.00 EA 270.00 540.00
STRAINER SCRE
0000041967 NU50-0067 BEARING FOR FIRE 6210ZZ12AU1 3.00 EA 24.80 74.39
PUMP MOTOR OR 50BC0
0000003861 AE05-0021 EXTERNAL NEUTRAL 0930202R0010 1.00 EA 1,162.50 1,162.50
GROUND RESIST
0000021567 GE36-0067 INDICATING LIGHT CR104PLG22R 3.00 EA 43.74 131.22
RED CAP H2 PANEL
- - - - - - 43.74 -
- - - - - - 43.74 -
0000022545 BB05-0087 FUSE 1A 600V ATMR1 20.00 EA 4.25 85.00
0000022549 BB05-0084 FUSE 4A 600V ATMR4 8.00 EA 2.50 20.00
0000022551 BB05-0082 FUSE 6A 250V ATMR6 5.00 EA 2.53 12.65
0000024489 NU50-0069 SCR RK0016-04 300U40A 8717 4.00 EA 4.60 18.40
0000048143 - SOLENOID 23 OHM 18-741-745-503 1.00 EA 389.00 389.00
LABEL MTG
- - - - - - 389.00 -
0000048187 - LUBRICANT FOR PEN-LUBE(DOW 9.00 CAN 4.50 40.50
BEARING CORNING)
- - - - - - 4.50 -
0000048823 NU50-0230 PANAL ARM LAMP SP105-130V-3W - EA 3.20 -
H2 PANAL 430122
- - - - - - 3.20 -
- - - - - - 3.20 -
0000050915 BB05-0064 CONTROL POWER 2032-T10 OR 2.00 EA 59.00 118.00
TRANSFORMER 250V 3785-T6
0000050932 NU50-0254 MOTOR CONTROL UNIT 56-42U-DHCAB 1.00 EA 1,600.00 1,600.00
SIZE 1 10HP/10
0000050933 NU50-0253 MOTOR CONTROL UNIT 5642U 1.00 EA 965.00 965.00
SIZE 4 100HP/100K
0000050944 BB05-0070 TRIP COIL A80F10 - EA 20.00 -
0000050980 BB05-0049 AUXILIARY CONTACT F10N0CL 1.00 EA 22.00 22.00
INTERLOCK 1=
0000051072 BB05-0030 CONTACT KIT G82203D 3.00 EA 45.00 135.00
S/2 A82/A83 BBC BROWN/?A
0000055052 NU50-0157 200 HP MOTOR 875 CS-3C8050 1.00 EA 8,920.00 8,920.00
RPM FOR VERTI 875RPM FR-
0000008136 BJ40-0004 GARLOCK PACKING 1001268 4.00 EA 19.00 76.00
0000026380 NU50-0303 SHIELD MICA HP P-8092-4 3.00 EA 10.76 32.28
HEATER SIGHT GA
0000026381 NU50-0290 SIGHT GLASS FOR V-16756-4 4.00 EA 25.43 101.72
HP HEATER TURB
0000026384 NU50-0291 GASKET FOR SIGHT V-17351-4 10.00 SET 1.83 18.27
GLASS ON HP H
- - - - - - 1.83 -
0000017702 AS70-0002 THERMAL DETECTOR 27121-0-190 2.00 EA 136.85 273.70
190 F (AUTO.SP
0000020503 AS70-0019 BATTERYJEL/CELL 12V JC12250-12V- 4.00 EA 74.00 296.00
23A/GC12
0000021569 MI70-0041 SELECTOR SWITCH CR104PSG84B 2.00 EA 31.09 62.18
3 POSITION HND.OFF
0000045156 AS70-0014 MODULE FOR BATTERY BC-35 3.00 EA 305.20 915.60
CHARGER
0000045169 AS70-0007 POWER SUPPLY PS-35 500- 2.00 EA 305.00 610.00
884950
0000045171 AS70-0013 RELAY MODULE RS-32 2.00 EA 116.03 232.05
0000045174 AS70-0009 ZONE MODULE ZU-35 5.00 EA 220.00 1,100.00
0000056123 AS70-0020 RECHARCHARGABLE NP10-6 6V,10AH 4.00 EA 14.96 59.84
BATTERY 6V 10A
0000021566 GE36-0066 INDICATING LIGHT CR104PLG22G 2.00 EA 45.52 91.04
GREEN CAP
0000021279 GE36-0010 PANEL TRANSDUCER 3S7932MD215A6 1.00 EA 2,500.60 2,500.60
EXCITER
0000032575 GE36-0074 GAS PURIFIER H2 452 TYPE 27.00 EA 33.50 904.50
PANEL 450
0000001448 TC75-0002 CONTROLLER FOR PUMP 3001-2 1.00 EA 448.00 448.00
ACTUATOR (LIFT/STAT.)1
0000002545 NU50-0238 PRESSURE SWITCH 836-C7 - EA 107.07 -
FOR SERVICE AI SERV.AIR/COMP
0000018256 FC35-0059 GAUGE 0-60 PSI 11B4040X022 6.00 EA 17.58 105.48
1-1/2 IN (1R19040
0000026690 JM40-0062 LEATHER CUP 00016085 W1 1.00 EA 26.51 26.51
- - - - 1.00 - 26.51 26.51
0000026697 JM40-0071 DIAPHRAGM FOR AIR 00042582W 1.00 EA 21.29 21.29
COMPRESSOR U
0000026698 JM40-0020 BAFFLE RING 00042882W - EA 91.70 -
- - - - - - 91.70 -
0000026702 JM40-0017 GARTER SPRING FOR 00201189 FOR - EA 6.56 -
PACKAGE RIG 0160738
0000026703 JM40-0023 SPRING 00220242-000A 32.00 EA 1.79 57.12
0000026704 JM40-0079 RELIEF VALVE FOR 00514006-0066 3.00 EA 172.42 517.25
HIGH PRESSURE
0000026705 JM40-0028 INLET VALVE 00514006-0473 10.00 EA 232.50 2,325.00
0000026706 JM40-0029 OUTLET VALVE 00514006-0474 11.00 EA 305.03 3,355.28
0000026712 JM40-0006 SAFETY VALVE SET 00527807-0004 2.00 EA 199.43 398.86
AT 35 PSIG FO 2"NPT
0000026741 JM40-0024 PISTON RING HIGH 01608788-0014 2.00 EA 280.87 561.74
PRESSURE
0000026742 JM40-0015 PISTON RING 01608788-0028 - EA 353.98 -
0000026752 JM40-0030 BULL RING HIGH 01760260-0005 1.00 EA 299.78 299.78
PRESSURE
0000026756 JM40-0051 CORK GASKET 01760306-0182 9.00 EA 7.64 68.76
0000026757 JM40-0033 HEAD GASKET LOW 01760306-0234 12.00 EA 26.97 323.69
PRESSURE OLD# 0
0000026759 JM40-0034 GASKET FOR INTER- 01760306-0251 7.00 EA 6.96 48.70
COOLER MAIN TU (28542
0000026765 JM40-0044 FILTER ELEMENT 03606500-0067 4.00 EA 327.50 1,310.01
FOR SERVICE AIR DL.29-
0000026784 JM40-0018 PACKING RING 1607380 4.00 EA 83.40 333.60
0000026788 JM40-0013 PLUNGER 1608720 32.00 EA 10.30 329.60
0000026795 JM40-0016 CUP RING 200867 15.00 EA 38.45 576.75
- - - - - - 38.45 -
0000026796 JM40-0025 HEAD GASKET 203JGY715 1.00 EA 89.76 89.76
HIGH PRESSURE (01760306-
0000026798 JM40-0022 PISTON ROD 206676 1.00 EA 852.48 852.48
0000026799 JM40-0012 SLEEVE 219743 17.00 EA 8.49 144.33
0000026801 JM40-0014 BULL RING LOW 245270 1.00 EA 707.10 707.10
PRESSURE
0000026805 JM40-0007 RETAINING SPRING 29721 18.00 EA 4.27 76.86
0000026810 JM40-0019 SCRAPER RING 3 527344 6.00 BOX 57.99 347.94
IN A BOX
0000026819 JM40-0055 MODULE FOR AUTO 00602907-0002 1.00 EA 2,618.79 2,618.79
SENTINEL
0000042805 PT40-0007 REBUILD KIT FOR 1200449 1.00 EA 206.00 206.00
OUTLET VALVE 2 SERV/INST.AI
0000042808 PT40-0023 PACKING KIT FOR 1204724 1.00 KIT 459.00 459.00
REPRESSOR VALV (1207312)
- - - - - - 459.00 -
0000042901 GE73-0280 FILTER ELEMENT FOR 10C-10-050 10.00 EA 81.00 810.00
H2 SYSTEM
0000042946 GE73-0281 FILTER ELEMENT FOR 6C10-050X4 19.00 EA 22.23 422.37
H2 SYSTEM (FINITE)
0000046514 RI85-0003 PRESSURE TRANS- 115DP4E22M1B1 1.00 EA 1,401.00 1,401.00
MITTER DIFFERENT
0000046515 RI85-0001 TRANSMITTER 115GP5E12M3 1.00 EA 1,478.00 1,478.00
B1V1
0000046516 RI85-0002 TRANSMITTER 115GP6E22M3B1 1.00 EA 1,320.00 1,320.00
0000050780 TA85-0069 THERMOMETER 40+160 68BA5102E045 1.00 EA 50.52 50.52
DEGREE F BI (TAYLOR
0000050781 TA85-0070 THERMOMETER 200 68BA5104E018 1.00 EA 113.75 113.75
1000 DEGREE F (TAYLOR
- - - - - - 113.75 -
0000051997 CI85-0029 SERVO MOTOR MODEL MA100000-01 2.00 EA 570.00 1,140.00
NO.TRW405A60
0000052003 CI85-0031 CONTACT MP100345-01 2.00 EA 140.00 280.00
0000052008 CI85-0020 CORD FOR RECORDER RM100025-01 4.00 EA 20.00 80.00
PEN
0000052304 NU50-0222 THERMOCOUPLE 4 IN 10-726 1.00 EA 98.06 98.06
- - - - - - 98.06 -
0000056706 FC35-0028 REBUILD KIT FOR RPACKX00032 6.00 EA 53.00 318.00
PACKING
0000059798 - CARTRIDGE PREFILTER PCC1001SU 4.00 EA 72.00 288.00
SERV/INST
0000002006 AL80-0007 PACKING FOR 22343602 MAB- 12.00 EA 4.27 51.27
SIGHTGLASS GASKET 104 INT
- - - - - - 4.27 -
0000002488 - BUTTON FOR FORWARD 800TA2A 1.00 EA 27.42 27.42
REVERSE (TIMBERLAND
0000002493 TE45-0001 SELECTOR SWITCH 800TJ2KA7B - EA 47.85 -
FOR BARG/HAUL (TIMBERLA
0000003143 - GAUGE 0-160 PSI 1931T 4-1/2" 2.00 EA 193.12 386.24
1/4 IN NPT 0-160
0000003144 AI85-0001 GAUGE 4-1/2 IN 1931T 4-1/2" - EA 199.29 -
0-400 PSIG 316 S/S
0000003220 NU50-0015 RELAY 24V 3PDT KUP14015 1230 1.00 EA 17.88 17.88
0000003845 AE05-0010 AUXILIARY TRANS- 0530180R1527 1.00 EA 600.00 600.00
FORMER RADIATOR
0000003864 AE05-0018 COMPLETE INERT 0940605R0640 1.00 EA 1,406.00 1,406.00
AIR SYSTEM
0000004554 NU50-0244 MANHOLE GASKET FOR #9-BOILER-12"X 2.00 EA 22.88 45.76
MUD DRUM 16" OV
0000005447 TA85-0071 DP INDICATOR 0-100 200 MODEL 1.00 EA 927.50 927.50
IN H20 (TAYLOR IN
0000005497 BB05-0067 POLE ASSEMBLY 163778-T3 1.00 EA 7,213.50 7,213.50
15HKV 1000 CIRCUIT/BR
0000005505 BB05-0021 DC MOTOR 125V DC 709799-T11 1.00 EA 448.00 448.00
FOR CHARGING
0000006416 GE36-0241 STEAM TRAP THERMO DM100-3/4" 4.00 EA 300.00 1,200.00
-F11-S/W
0000006418 CI85-0007 FUSE 0.5A 250V 120019-012 15.00 EA 0.57 8.55
(COMSIP I
0000006428 CI85-0010 BAYNT BASE MIN 1819 70.00 EA 0.88 61.70
LAMP 28V 04 (120026-018)
- - - - - - 0.88 -
- - - - - - 0.88 -
0000006432 SC05-0010 ANNUNCIATOR MODULE 306496-002 3.00 EA 900.00 2,700.00
1211A (SYSTEMS
0000006433 SC05-0011 MODULE P/S WITH 306930-002 1.00 EA 485.50 485.50
306492 CARD
0000006439 CI85-0004 LOGIC CARD MODULE 308175-006 1.00 EA 90.00 90.00
(COMSIP I
0000006764 CP35-0364 GATE VALVE 1 IN FIG.HL11-1" 1.00 EA 14.55 14.55
800 LB SOCKET #800S/W A
0000007014 NU50-0284 CPU MODULE 391001-0109 1.00 EA 540.00 540.00
GENERATION COMPRESS REV.1
0000007425 - THERMOCOUPLE J1A18-51/2-2A 2.00 EA 136.00 272.00
5-1/2 IN (TAYLO
0000007934 NU50-0018 FUSE 6A 250V FNQ6 15.00 EA 7.35 110.30
(NORTHEAST UT)
- - - - - - 7.35 -
- - - - - - 7.35 -
0000011097 NU50-0153 RELIEF VALVE WITH 1982C-1 1" 1.00 EA 352.00 352.00
STEEL JETEJE
0000011098 NU50-0154 RELIEF VALVE WITH 1982C-1 1/2" 1.00 EA 528.00 528.00
STEEL JETEJE
0000011099 NU50-0155 RELIEF VALVE WITH 1982C-1 3/4" - EA 514.65 -
STEEL JETEJE
0000011333 CP35-0317 Y-GLOBE VALVE 0.75-12G2J- 2.00 EA 341.00 682.00
3/4 IN 1500 LB S F225E-219
0000011334 CP35-0371 Y-GLOBE VALVE 1 IN 1"-12G2J-105 2.00 EA 322.31 644.62
1500 LB SOC OR VELA
0000012611 CP35-0380 BALL VALVE 1-1/2 1 1/2" WCB 1.00 EA 20.43 20.43
IN THREADED #1500CWP/
0000012621 CP35-0413 GATE VALVE 2 IN B-3604XU-W- - EA 109.99 -
800 LB SOCKET #8002"
0000012622 CP35-0342 GLOBE VALVE 1-1/2 B-3644-XU- 3.00 EA 165.58 496.74
IN 800 LB SO W-A105-1-1
- - - - 3.00 - 165.58 496.74
0000012625 CP35-0353 GATE VALVE 8 IN CAT#33-1/2 1.00 EA 668.00 668.00
300 LB BUTTWEL XUF-8"#300
0000012635 CP35-0336 GLOBE VALVE 3 IN FIG.143 1/2 1.00 EA 138.00 138.00
150 LB BUTTWE XL-#150-
0000012640 CP35-0339 GATE VALVE 3 IN FIG.47XUF-3" 2.00 EA 163.22 326.45
150 LB BUTTWEL -#150 WC
0000012665 NU50-0071 METER 0-300A W4363-01AA- 2.00 EA 58.00 116.00
RB0003-10 EXRX HITR
0000012937 CRR0-0409 FILTER BOWL O-RING 3473713 5.00 EA 4.38 21.88
FOR TURBINE
- - - - - - 4.38 -
0000012939 CRR0-0410 BOWL FILTER FOR AP6446202 - EA 227.03 -
TURBINE CONDEN
- - - - - - 227.03 -
0000012940 CRR0-0423 RING FILTER BOWL AP64486-31 1.00 EA 31.70 31.70
TURBINE CONDE
- - - - - - 31.70 -
0000013427 AL80-0057 OIL FOR CENTRIFUGE 99130871 3.00 PAL 29.29 87.88
5-14 HP 5 GAL PAIL
0000014616 DS85-0002 ANNUBAR DCR-26HV2-8" 1.00 EA 861.00 861.00
0000015755 NU50-0133 GAUGE 0-60 PSI 202B 1/4" - EA 85.61 -
4-1/2 IN L/M OR 207
0000015756 NU50-0129 GAUGE 0-400 PSI 202B LM 1.00 EA 214.31 214.31
6 IN 1/4"NPT
0000015757 NU50-0137 GAUGE 0-200 PSI 202B-0-200 2.00 EA 79.47 158.93
SURF MT WITH B PSI L/M 1/
0000015759 NU50-0113 GAUGE 0-300 PSI 206B 1/4"BM 4.00 EA 28.57 114.29
4-1/2 IN
0000015760 NU50-0116 GAUGE 0-100 PSI 206B 1/4"BM 6.00 EA 138.06 828.36
4 IN 200 SERI
- - - - 2.00 - 138.06 276.12
0000015761 NU50-0135 GAUGE 0-30 PSI 206B 1/4" - EA 85.90 -
4 IN BM WBO HYD/
- - - - - - 85.90 -
- - - - 2.00 - 85.90 171.80
0000015762 NU50-0131 GAUGE 0-400 PSI 206B-1/4LBM 2.00 EA 112.23 224.46
4.5 IN BOOSTER
0000015763 NU50-0130 GAUGE 0-30V AC 206B-WBO-0-30 1.00 EA 251.51 251.51
6 IN VAC. 6
0000015765 NU50-0114 GAUGE 0-2000 PSI 207 LM 1/4" - EA 133.35 -
4-1/2 IN NPT SS 20
- - - - - - 133.35 -
0000015766 NU50-0134 GAUGE 0-60 PSI 207B DIRTY - EA 74.10 -
4 IN WATER SUM
- - - - - - 74.10 -
0000015767 NU50-0132 GAUGE 0-15 PSI 207B LM1/ 1.00 EA 93.19 93.19
4-1/2 IN 4 IN NPT S/
- - - - - - 93.19 -
- - - - - - 93.19 -
0000015768 NU50-0115 GAUGE 30-0-100VAC 207B LM1/ 1.00 EA 125.25 125.25
4-1/2 IN 4 IN NPT S/
0000015769 NU50-0265 GAUGE 0-30 PSI 207B-1/4" - EA 96.27 -
LM-4-1/2"
- - - - - - 96.27 -
- - - - 1.00 - 96.27 96.27
- - - - 1.00 - 96.27 96.27
- - - - - - 96.27 -
0000015770 NU50-0136 GAUGE 0-30 PSI 207B-BF- 3.00 EA 71.09 213.28
SURF.MOUNT 1/4-LM-4-1/2
0000015785 NU50-0124 THERMOMETER 3-1/2 9EZO-3.5 2.00 EA 44.29 88.58
IN SIDE 90 or 9T41/30-
0000015786 NU50-0123 THERMOMETER 6 IN 9EZO-6.0 2.00 EA 52.24 104.48
SIDE 90 30/24 OR TRERICE
0000015787 NU50-0118 THERMOMETER 9T11-10/30- 3.00 EA 90.37 271.11
10 IN BOT 240 F
0000015789 NU50-0119 THERMOMETER 9T11/30- 2.00 EA 81.94 163.88
7 IN BOT. 240 F-B
0000015791 NU50-0126 THERMOMETER 8 IN 9T21/50-400F 2.00 EA 81.94 163.88
BACK 90
0000015792 NU50-0125 THERMOMETER 3-1/2 9T31/30-240F 3.00 EA 46.31 138.93
IN SIDE 90
0000015793 NU50-0121 THERMOMETER 11 IN 9T41/30-240 F 2.00 EA 90.37 180.74
SIDE 90
0000015795 NU50-0127 THERMOMETER 3-1/2 9Z1034000 1.00 EA 30.85 30.85
IN BACK 45
0000016419 NU50-0295 PURITY INDICATOR 44B218530-001 1.00 EA 930.00 930.00
H2 INAIR 0-1
0000016890 EP35-0005 GLOBE VALVE 1 CF-1037 1.00 EA 67.00 67.00
IN PVC
0000017732 NU50-0056 FLOAT FOR 0 18 LB BAG 24.00 BAG 11.88 285.00
ABSORBENT OIL
- - - - - - 11.88 -
- - - - - - 11.88 -
0000018260 FC35-0074 FEEDBACK BELLOWS 14A5726X032 1.00 EA 48.36 48.36
6-30 PSI
0000018278 FC35-0003 PLUG AND STEM 16A3335X132 1.00 EA 131.58 131.58
ASSEMBLY
0000018326 FC35-0053 PRESSURE GAUGE 1R1901000C2 - EA 11.51 -
LV-CD014
0000018334 FC35-0031 SPIRAL WOUND 1R372299282 6.00 EA 18.53 111.18
GASKET FV-SW009
0000018356 FC35-0004 SEAT RING 1U285546172 1.00 EA 63.32 63.32
0000018359 FC35-0055 GAUGE LV-CD014 1U908099012 1.00 EA 17.68 17.68
0000018360 FC35-0061 PRESSURE GAUGE 1U908199012 - EA 17.58 -
INPUT
0000018376 FC35-0178 SEAT RING RETAINER 26A5295X022 1.00 EA 666.20 666.20
0000018408 FC35-0058 REBUILD KIT FOR R67AFRX0012 2.00 EA 22.33 44.66
REGULATOR
0000018411 FC35-0042 GASKET DESIGN E RGASKETX022 1.00 EA 21.00 21.00
0000018413 FC35-0047 GASKET SET 450F RGASKETX052 1.00 EA 33.06 33.06
0000018425 FC35-0006 REBUILD KIT FOR RPACKX00022-A 6.00 EA 32.59 195.53
FV-FW003
0000018429 FC35-0024 REBUILD KIT FOR RPACKX00112 1.00 EA 125.88 125.88
PACKING
0000019211 NU50-0298 MANHOLE NO. 3 28"ODX23"ID 2.00 EA 29.92 59.84
GASKET S H SOUTH W/16BOLT
0000019215 NU50-0297 MANHOLE NO. 3 34-3/4" 2.00 EA 40.66 81.32
GASKET S H NORTH ODX29-3/4"ID
0000019223 NU50-0296 MANHOLE NO. 1 46-5/8"ODX41- 2.00 EA 62.50 125.00
GASKET FOR SCREE 5/8"ID
0000019277 NU50-0304 TOTALIZER FOR 75TCA-FEEA 1.00 EA 937.50 937.50
COMPUTING STEAM STYLE A M
0000019582 NU50-0159 HORN FOR SPEAKER 13304-002/ - EA 122.00 -
W 13312-10
0000019600 NU50-0160 AMPLIFIER FOR 651-001 5.00 EA 147.00 735.00
SPEAKER
0000019601 NU50-0161 AMPLIFIER FOR 651-001/G84061 - EA 265.00 -
SPEAKER VOL CONT
0000019875 NU50-0248 EMERGENCY LIGHT 5E1-6AQ OR 6.00 EA 89.00 534.00
BATTERY 880-0053
- - - - - - 89.00 -
0000019988 GE73-0240 CONTACTOR TIP 237B7722G5 1.00 EA 547.50 547.50
MOVABLE AND SUPP
0000021053 GE36-0333 DISC FOR VALVE 163A9239P0001 1.00 EA 1,954.00 1,954.00
CONTROL 6-1/2 I
0000021075 GE36-0203 METER EDGEWISE 180-183- 1.00 EA 296.00 296.00
0-100 HERY7APA 4-2
0000021191 GE36-0063 SYNCOIII EXCITER 304A60451C1D 1.00 EA 1,068.88 1,068.88
MODULE
0000021194 GE36-0064 MODULE FOR URAL. 304A84341A1A 1.00 EA 1,169.28 1,169.28
EXCITER
0000021196 GE36-0062 MODULE FOR TRIGGER 304A84651A1A 1.00 EA 531.78 531.78
GENERATOR E
0000021198 GE36-0061 TRANS AND TRACK 304A84681A1A 1.00 EA 1,088.00 1,088.00
EXCITER MODULE
0000021646 GE36-0004 GROUND DECTECTOR DS3800NGDB 1.00 EA 1,079.93 1,079.93
MODULE 1C1A
0000021648 GE36-0005 GROUND DECTECTOR DS3800NGDC 1.00 EA 798.15 798.15
MODULE 1A1A
0000021649 GE36-0001 MODULE FOR POWER DS3800NPCE 1.00 EA 748.00 748.00
CONVEYOR FILT 1A1B
0000021651 GE36-0003 MODULE FOR POWER DS3800NPCF 1.00 EA 381.44 381.44
CONVEYOR FILT 1A1A
0000021653 GE36-0017 MODULE FOR BFLEX DS3810BFDA 1.00 EA 409.06 409.06
SNUBBER
0000021654 GE36-0016 MODULE FOR BFLEX DS3810BFDB 1.00 EA 420.75 420.75
SNUBBER
0000021655 GE36-0009 HEATSINK EXCITER DS3820BFAA 1.00 EA 1,463.06 1,463.06
0000021656 GE36-0008 HEATSINK LINE DS3820BFBA 1.00 EA 1,531.06 1,531.06
DIODE STAC. EXLIT.
0000022044 NU50-0243 EXPANSION JOINT 30"IDX38 2.00 EA 1,339.00 2,678.00
FOR SERVISE WA 3/4X14 7/8H
0000022546 BB05-0086 FUSE 2A 600V ATMR2 OR 13.00 BOX 49.25 640.25
KTKR 10 TO
0000022840 NU50-0208 AIR CHAMBER GASKET 2AC 2.00 EA 29.00 58.00
0000022841 NU50-0207 AIR CHAMBER GASKET 3AC 2.00 EA 35.00 70.00
0000022844 NU50-0210 BONNET GASKET 59813-3430 2.00 EA 58.00 116.00
IN/OUT 13-3/4X13
0000022845 NU50-0209 BONNET GASKET 59813-3970 2.00 EA 50.00 100.00
IN/OUT 11-3/4X11
0000022846 NU50-0204 AIR CHAMBER GASKET 6AC 6.00 EA 39.00 234.00
0000022854 NU50-0061 STEAM NOZZLE 1ST NP25436 5.00 EA 1,281.00 6,405.00
STAGE TH.1719
0000022855 NU50-0059 STEAM NOZZLE NP25437 5.00 EA 532.00 2,660.00
2ND STAGE
0000023057 NU50-0040 STRIP CHART PAPER GC20521 OR 33.00 RL 12.60 415.80
CTE62551-
0000023059 NU50-0044 STRIP CHART PAPER GC21948 49.00 EA 28.94 1,417.82
TURBINE VIB.
0000023060 NU50-0104 STRIP CHART PAPER GC21949 28.00 RL 27.18 761.04
L&N CON.STA.
0000023318 NU50-0334 SPRINKLER HEAD EA1-1/2.065 4.00 EA 38.82 155.28
T/G 5 AND 6 400 X 400
0000023647 CP35-0331 GLOBE VALVE 1 IN 7130W-1-0219 1.00 EA 378.67 378.67
1500 LB SOCKE F22 "T"
0000023651 CP35-0332 GLOBE VALVE 1 IN 7150W-1-0219 2.00 EA 721.80 1,443.60
1500 LB SOCKE F22 "T"
0000023653 GE36-0284 Y-GLOBE VALVE 1/2 FIG.4002W1- 1.00 EA 106.00 106.00
IN SOCKET WE 1/2-F22 M
0000024071 NU50-0288 DISC FOR VALVE 2256100110 2.00 EA 1,195.00 2,390.00
DUPLEX STRAINER
0000024074 HS35-0002 BASKET STRAINER 2261720152 4.00 EA 200.00 800.00
FOR SERVICE WA 5/32P 40M
0000024075 HS35-0001 BASKET STRAINER 2261720252 5.00 EA 189.50 947.50
FOR SERVICE WA 5/32P 40M
0000024080 HS35-0013 DISC RETAINING 2561000140 4.00 EA 44.00 176.00
BLOCK FOR SERVI
0000024082 HS35-0005 BASKET FLANGE 2949100193 4.00 EA 72.00 288.00
GASKET BUNA 14" SERV.
0000024126 HD05-0009 CONTROL MODULE FOR 2004400 BPC 1.00 EA 1,797.56 1,797.56
STATIC SWIT
0000024136 HD05-0004 DIODE 300A-600V 6230106 COORS - EA 74.85 -
-F18704
0000026689 JM40-0008 PISTON ROD NUT 00015172W 1.00 EA 20.28 20.28
0000026691 JM40-0045 CORK GASKET 00026007W 9.00 EA 13.34 120.06
0000026695 JM40-0046 CORK GASKET 00032632W 9.00 EA 5.27 47.43
0000026699 JM40-0011 WASHER 00044389W 3.00 EA 26.58 79.73
0000026700 JM40-0021 WASHER 00044390W 2.00 EA 17.50 35.00
- - - - - - 17.50 -
0000026719 JM40-0005 OIL FILTER ELEMENT 00701601-0488 9.00 EA 18.12 163.11
0000026720 JM40-0009 PISTON ROD NUT KIT 00701601-0980 6.00 KIT 10.50 63.02
0000026725 JM40-0032 REBUILD KIT FOR 00704725-0004 21.00 EA 109.89 2,307.69
OUTLET VALVE
0000026732 JM40-0069 ALUMINUM GASKET 00903944-54 3.00 EA 2.13 6.39
2-3/8 IN OD
- - - - - - 2.13 -
0000026733 JM40-0052 ALUMINUM GASKET 00903944-56 8.00 EA 12.16 97.28
0000026760 JM40-0077 GASKET FOR AIR 01760306-0252 6.00 EA 11.35 68.10
COMPRESSOR INTE
0000026761 JM40-0035 GASKET FOR INTER- 01760306-0254 3.00 EA 5.81 17.42
COOLER FLOATIN
0000026763 JM40-0036 GASKET 01760306-253 4.00 EA 5.25 20.99
OR 0021
0000026767 JM40-0001 OIL PUMP 0A202560 1.00 EA 490.06 490.06
0000026768 JM40-0026 VALVE CAP 0A205965 1.00 EA 32.61 32.61
0000026783 JM40-0027 VALVE CAGE 1606257 2.00 EA 162.27 324.54
0000026786 JM40-0003 BEARING FOR 1608500?B 2.00 KIT 70.06 140.12
CRANKPIN 2PC
0000026800 JM40-0054 CORK GASKET 241501 7.00 EA 7.26 50.82
- - - - - - 7.26 -
0000027922 NU50-0022 AIR VALVE FOR 4X829 (NORTH- 18.00 EA 19.00 342.00
RESTRICTOR EAST UT
0000027925 GE36-0226 FLANGE SEAL GASKET 805906-A000 2.00 EA 24.00 48.00
FOR OIL SYS
0000028683 NU50-0045 OIL/WATER SEPARATOR 801 MODEL, 1.00 EA 2,047.50 2,047.50
FILTER FULL PACK
0000028684 NU50-0300 COALESCING SCREEN STANDARD-50- 1.00 SET 2,000.00 2,000.00
FILTER FOR M 801-CPS
0000028701 AE05-0022 BUSHING CONDENSE B88742-3-70 1.00 EA 1,080.00 1,080.00
15KV-765 (ASEA)
0000028740 CP35-0375 CHICAGO FITTING AM-6 3/4" 13.00 EA 2.28 29.64
3/4 BARB BARBED END
0000028905 NU50-0220 GLASS H2 DRYER H2-GLASS 3.00 EA 46.67 140.00
INDICATOR 3-7/8X1-1/8
- - - - - - 46.67 -
0000028906 NU50-0219 O-RING FOR H2 DRY H2-ORING 1.00 EA 35.00 35.00
HEAD GASKET
- - - - - - 35.00 -
0000028907 NU50-0165 DESICCANT FOR H2 SC 79849- 1.00 EA 86.00 86.00
DRYER 25LB BAG
- - - - 1.00 - 86.00 86.00
0000028908 NU50-0201 HEATER ELEMENT FOR SC#53241 1.00 EA 560.00 560.00
H2 DRYER JOB#L339A
0000028909 NU50-0166 DESICCANT FOR SC40104- 1.00 EA 55.00 55.00
MOISTURE IND 5LB BAG
0000029019 CI85-0017 STEPPER MOTOR 056868 1.00 EA 176.00 176.00
(CONSIP)
0000029025 CI85-0053 CPU MODULE 2500 063230 REV.C 4.00 EA 684.10 2,736.40
0000029041 CI85-0016 PUSH ROD SOLENOID 078212 1.00 EA 26.75 26.75
(056835) (COM
0000029046 CI85-0018 PULLEY DRIVE CORD 084062 4.00 EA 8.25 33.00
(CONSIP)
0000029073 CI85-0066 HELICAL GEAR 120T 309647 2.00 EA 21.28 42.56
0000029075 CI85-0068 ALARM RELAY 2500 36775 2.00 EA 41.00 82.00
RECORD
0000029099 NU50-0036 STRIP CHART PAPER 545087 124.00 RL 18.85 2,337.40
TURB.GEN.
0000029101 CI85-0064 POWER SUPPLY MODULE 56859 1.00 EA 230.00 230.00
2500 RECOR
0000029106 CI85-0044 ANALOG MODULE 63232 4.00 EA 294.64 1,178.55
0000029158 NU50-0263 REGULATOR DIAPHRAGM 45953 2.00 EA 18.80 37.60
FOR HEAT S (SPIROFLEX)
0000029604 NU50-0271 SPIDER FOR LUBE L075 1.00 EA 3.03 3.03
OIL PUMP
0000029610 NU50-0323 SPIDER FOR FLEX 5 L090/95 1.00 EA 1.81 1.81
COUPLING NO.
0000029612 NU50-0322 COUPLING FOR L095-BORE-1" 1.00 EA 7.77 7.77
HUB FLEXIBLE NO.
0000029629 NU50-0229 SPIDER FOR LUBE LJ3JE 2.00 EA 2.43 4.86
OIL PUMP
0000029630 NU50-0227 HALF COUPLING FOR LJ3JX1/2 2.00 EA 4.56 9.12
LUBE PUMP 1/8 K/W
0000029631 NU50-0228 HALF COUPLING FOR LJ3JX5/8 5.00 EA 3.70 18.50
LUBE PUMP 3/16 K/W
0000034808 GE36-0315 TIMING CHAIN SILENT 329941 10.00 FT 34.00 340.00
FOR TURNIN SC406 (APPROX
0000036530 NU50-0262 PLUG FOR CONDENSER 13/16X3/ 29.00 EA 1.75 50.75
OUTLET SIDE 4X1" PHENOLI
0000039740 NU50-0335 PLUG FOR CONDENSER 7/8X13/16X1" 49.00 EA 4.20 205.80
INLET SIDE PHENOLI
0000042797 PT40-0004 PACKING KIT 1-1/2 1197859 10.00 EA 167.50 1,675.00
IN EXHAUST SERV/INST.AI
0000042799 PT40-0022 REBUILD KIT FOR 1197887 1.00 KIT 882.00 882.00
INLET VALVE 2
0000042802 PT40-0005 PACKING KIT 1 IN 1198069 2.00 EA 145.00 290.00
TEFLON COATED SERV/INST.AI
0000042804 PT40-0006 REBUILD KIT FOR 1200440 1.00 EA 441.00 441.00
OUTLET VALVE 1 SERV/INST.AI
0000042807 PT40-0008 REBUILD KIT MCPU 1202284 3.00 EA 77.74 233.21
EMERGENCY SPR SERV/INST.AI
0000042813 PT40-0018 DESICCANT FOR AIR DE4 INST. 700.00 LBS 2.78 1,942.50
DRYER SERVICE AIR
- - - - - - 2.78 -
0000045351 GE36-0335 GASKET, SPIRAL 1-13/64X1- 14.00 EA 13.00 182.00
WOUND, 400LBS, 19/32X1/8"
0000045387 NU50-0333 COMPOUND FOR TIGHT T20-75 4.00 EA 41.00 164.00
SEAL GASKET 5LB.CAN
0000046853 NU50-0268 SHAFT NUT N08 GLAND - EA 0.80 -
SEAL COND
0000047127 CP35-0379 Y STRAINER 1 1"IT-#250 1.00 EA 16.21 16.21
IN NPT
0000048145 - SOLENOID 121 OHM 18-741-745- 1.00 EA 438.00 438.00
LABEL MTG 507
- - - - - - 438.00 -
0000048185 - CONTACT FINGER 71-240-055- 7.00 EA 148.00 1,036.00
ASSEMBLY 511?A
0000048630 CP35-0362 GATE VALVE 3/8 FIG.0800-3/8" 1.00 EA 27.95 27.95
IN 800 LB THREA 800=NPT
0000050311 - BAYNT BASE MIN 1835 200.00 EA 1.95 390.00
LAMP 55V 05
0000050970 BB05-0057 OVERLOAD RELAY S/2 E20D1L1 - EA 10.38 -
(BBC BROWN/B
0000051648 TE45-0009 BEARING SHEAVE 539405 NILOS - EA 15.83 -
SEAL 39590/5
0000051769 GE36-0316 NEEDLE BEARING FOR HJ-243316 0R 6.00 EA 10.47 62.79
ROD ROLLER MCGILL
0000051980 CI85-0019 STRIP CHART PAPER CTE40223-00 82.00 EA 10.85 889.70
SILICA/C
0000053178 CP35-0347 GATE VALVE 4 IN F12-0064C 1.00 EA 343.54 343.54
150 LB FLANGED -02TY
0000053182 CP35-0366 GATE VALVE 1 IN S05-2054B- 1.00 EA 43.75 43.75
800 LB THREADE 02TY-1" A1
0000053183 CP35-0365 GLOBE VALVE 1/2 IN SO3-2074B- 3.00 EA 46.15 138.45
800 LB THRE 02TY-1/2"
0000053186 CP35-0369 GLOBE VALVE 3/4 IN W04-89076Z- 1.00 EA 171.60 171.60
1500 LB SOC 06TS-3/4"
0000053189 CP35-0343 GATE VALVE 2 IN W08-2054 1.00 EA 105.71 105.71
800 LB SOCKET B02TY-2"
0000053447 CP35-0374 CHECK VALVE 2 IN SW54853 A105 1.00 EA 166.22 166.22
800 LB SOCKET
0000055393 GE73-0219 GASKET 5 AND 6 100B 4.00 EA 0.92 3.68
FOR SAMPLE DISC
0000056693 AI85-0002 GAUGE 4-1/2 IN 1931T 4-1/2" 1.00 EA 199.29 199.29
0-400 PSIG 316 S/S
0000056709 BB05-0048 AUXILIARY CONTACT F10N0CR 1.00 EA 13.30 13.30
INTERLOCK 1= (BBC BROWN/B
0000059788 - TRIP COIL A80N10 2.00 EA 80.00 160.00
- - - - - - 80.00 -
0000059795 - PREFILTER POC1200SU 5.00 EA 790.00 3,950.00
INST AIR
0000059796 - AFTER FILTER PCC1200AF 5.00 EA 555.00 2,775.00
PCC700AF
0000059797 - PILOT AIR FILTER PCC4463AF 6.00 EA 13.00 78.00
S/I .70M PCC060AF
0000059799 - AFTER FILTER PCC1001AF 3.00 EA 17.00 51.00
CARTRIDGE 1169622
0000019290 FC75-0001 PH SENSOR WITH 871PH-1A1A3W/ 1.00 EA 603.03 603.03
100 FT CABLE 100'
- - - - 2.00 - 603.03 1,206.06
- - - - - - 603.03 -
0000019291 FC75-0002 PH SENSOR WITH 871PH-1F1A-4 1.00 EA 561.25 561.25
20 FT CABLE W/20'
- - - - - - 561.25 -
0000019292 FC75-0003 PH MONITOR 872-10ATS-478 2.00 EA 746.20 1,492.40
- - - - - - 746.20 -
- - - - - - 746.20 -
0000019306 FC75-0006 GLASS KIT PH FLAT BS805MD 3.00 EA 124.80 374.40
- - - - - - 124.80 -
0000018405 FC35-0164 REBUILD KIT FOR R4150X00L12 2.00 EA 81.70 163.40
VALVE
0000003743 NU50-0050 SOLENOID VALVE 8211D14 120/ 2.00 EA 309.00 618.00
60 1"
0000033090 NU50-0090 PRESSURE SWITCH AP-153-37-A735 2.00 EA 88.00 176.00
FOR CIRCULATIN
0000035744 NU50-0169 SIGHT GAUGE FOR #2-FIG526 7.00 EA 26.58 186.03
OIL LEVEL 1/4 NPT
0000001999 AL80-0004 PIN MAB 104 INT 22211918 4.00 EA 0.61 2.44
0000002000 AL80-0045 PIN MAB 104 22211923 1.00 EA 34.31 34.31
0000002003 AL80-0046 O-RING MAB-104 22340622 5.00 EA 1.63 8.15
0000002023 AL80-0015 SIGHT GLASS MAB- 37166Y 2.00 EA 44.03 88.05
104 INT
0000002031 AL80-0018 GASKET MAB-104 INT 37402Y 8.00 EA 1.30 10.40
0000002033 AL80-0019 GASKET MAB-104 INT 37647Y 2.00 EA 1.88 3.76
0000002053 AL80-0041 HORIZONTAL SHAFT 51999381 2.00 EA 839.35 1,678.70
MAB-104 MAJ
0000002055 AL80-0066 LOWER SEAL O-RING 521127-06 2.00 EA 8.54 17.08
FOR MAB-104
0000002057 AL80-0042 BEARING STEP 52224402 2.00 EA 324.58 649.16
MAB-104 MAJ
0000002060 AL80-0076 BOWL ASSEMBLY 52472482 1.00 EA 5,752.49 5,752.49
PURIFIER MAB-104
0000002062 AL80-0043 BOWL FOR SPINDLE 53146280 2.00 EA 934.81 1,869.62
MAB-104 MAJ
0000002069 AL80-0054 BUSHING MAB-104 53574001 4.00 EA 108.42 433.66
0000002074 AL80-0027 RIVET FOR MAB- 6050Y 3.00 EA 2.05 6.15
104 INT
0000002076 AL80-0029 COVER O-RING 61377Y MAB 1.00 EA 14.41 14.41
-104 INT
0000002086 AL80-0067 THERMOMETER 30-250 6400200 1.00 EA 41.17 41.17
0000002090 AL80-0032 SIGHTGLASS O-RING 66555Y 8.00 EA 8.39 67.12
MAB-104 INT.
0000002095 AL80-0036 SCREW BWL LK MAB- 6924Y 3.00 EA 49.98 149.95
104 INT
- - - - - - 49.98 -
0000002100 AL80-0072 CONE 73702 3.00 EA 163.02 489.06
0000002101 AL80-0077 GRAVITY DISC 7370700 1.00 EA 140.34 140.34
- - - - - - 140.34 -
0000003957 NU50-0320 GAUGE 0-60 IN 45-1189A- 1.00 EA 334.00 334.00
H2O AND 35 OZS P 02B-0-60"H2
- - - - - - 334.00 -
0000005989 NU50-0181 PROXIMITOR 7200 18745-03 OLD 1.00 EA 399.00 399.00
SERIES 18745-0
0000005999 NU50-0226 PROBE FOR BEARING 21504-00-16- 3.00 EA 141.00 423.00
VIBRATION 10-02-E
0000006007 NU50-0212 VIBRATING PROBE 21747-040-01 3.00 EA 59.69 179.06
EXTENSION CABL
0000006027 NU50-0281 DIGITAL TACH0METER 37506-A-05 1.00 EA 243.67 243.67
0000006030 NU50-0183 MODULE FOR DUAL 7200-DVTP- - EA 206.50 -
THRUST R772358-01
0000018291 FC35-0157 GASKET FOR 19A2541X012 1.00 EA 52.35 52.35
SOOTBLOWER
0000018378 FC35-0156 GASKET NO. 4400 26A5306X012 4.00 EA 77.43 309.71
SILVER
0000018395 FC35-0179 CAGE QO 1 IN FEED 39A7935X012 1.00 EA 495.00 495.00
VALVE
0000018418 FC35-0172 GASKET SET STEAM RGASKETX192 1.00 EA 52.06 52.06
SEAL REGULATO
0000019817 NU50-0308 GASKET FOR AIR 9800-SERIES- 1.00 SH 312.06 312.06
EJECTOR MATERIA 1/16" 5'
0000020532 GE73-0233 GASKET FOR STOP .032X7.640X 4.00 EA 7.12 28.48
VALVE BUSH-BOD 8.635 SFT
0000020546 GE73-0116 WHEEL FOR TURBINE 002199837G01 4.00 EA 16,823.00 67,292.00
AUXILIARY OI 658L853
0000020552 GE73-0106 THRUST BEARING 003091J62P0005 1.00 EA 1,209.50 1,209.50
SHIM POINT 5.1 3091J
0000020553 GE73-0105 THRUST BEARING 003091J62P0006 1.00 EA 1,303.00 1,303.00
SHIM POINT.6
0000020569 GE73-0150 VALVE STEM PT.30 00429B705P0004 2.00 EA 750.00 1,500.00
GEK96
0000020572 GE36-0255 RIVET FOR DIAPHRAGM 004377615-011 4.00 EA 65.21 260.84
PACK G02
0000020584 GE36-0190 PIN FOR HP END 004804857P0343 2.00 EA 17.00 34.00
ASSEMBLY
0000020589 GE73-0126 BUSHING FOR 004906107-2 1.00 EA 1,616.00 1,616.00
AUXILIARY OIL PUMP 4906107
0000020594 GE73-0125 BUSHING FOR 005180268-1 1.00 EA 942.00 942.00
AUXILIARY OIL PUMP 5180268
0000020596 GE73-0039 GASKET FOR 005329963036 2.00 EA 44.55 89.10
AUXILIARY OIL PUMP GEI1436
0000020603 GE36-0157 PACKING FOR CARBON 005542130-009 3.00 EA 694.31 2,082.93
AUXILIARY O
0000020608 GE73-0001 BUSHING B5E1 PT.5 005904375-4 10.00 EA 1,304.50 13,045.00
0000020609 GE73-0154 BEARING CUP FOR 005904602-2 5.00 EA 502.00 2,510.00
CONTROL VALVES W8018574
0000020611 GE36-0230 BELLOWS FOR 005906157- 1.00 EA 1,878.00 1,878.00
AUXILIARY OIL PUMP P0001
0000020612 GE73-0046 LINK FOR AUXILIARY 005906159- 2.00 EA 772.00 1,544.00
OIL PUMP GO P0001
0000020613 GE73-0048 DISC FOR PISTON 005911425- 1.00 EA 1,468.00 1,468.00
AUXILIARY OIL P0002
0000020614 GE73-0049 AUXILIARY OIL PUMP 005927520- 2.00 EA 722.00 1,444.00
BRACKET PT. P0002
0000020615 GE73-0103 BEARING FOR TWIN 005972897 1.00 EA 2,126.50 2,126.50
OIL PUMP PT1 P0001 59728
0000020616 GE73-0175 SHIM BUSHING TW.OIL 005974334- 8.00 EA 610.50 4,884.00
PUMP PT.2 P0002
0000020617 GE73-0024 STEAM SEAL 00634A474 1.00 EA 1,150.50 1,150.50
REGULATOR VALVE PT P001 GEK96
0000020622 GE36-0186 REDUCER NUT PIPE 00642A977-001 2.00 EA 2.40 4.80
- - - - - - 2.40 -
- - - - - - 2.40 -
0000020629 GE73-0075 FITTING 3/4 IN T X 00643A567-017 2.00 EA 138.60 277.20
1/2 IN NPT
0000020650 GE36-0274 HEX HEAD BOLT 5/8 006643028-040 29.00 EA 4.31 124.99
IN X 2 IN
0000020651 GE36-0266 HEX HEAD BOLT 006643028-043 16.00 EA 8.45 135.20
0000020700 GE73-0158 BEARING FOR TWIN 006915619-2 3.00 EA 1,614.50 4,843.50
OIL PUMP PT2 6915619
0000020706 GE73-0163 DISC FOR VALVE 00751C723-2 1.00 EA 7,531.00 7,531.00
M.S.V. PT.16 G47E471
0000020709 GE73-0061 RETAINING SPRING 00752C451-160 3.00 EA 24.10 72.30
RING
0000020716 GE73-0148 VALVE STEM C.V. 00838B676-02 8.00 EA 5,024.25 40,194.00
PT.19 658L853
0000020737 GE73-0107 WORM BUSHING TW/ 0108C988G0001 1.00 EA 1,156.39 1,156.39
OIL PT.1 (59728
0000020758 GE36-0240 GASKET PT 5.87 IN 01195J26P0010 8.00 EA 20.10 160.80
X 6.68 IN 658L86
0000020759 GE36-0306 SPIRAL GASKET 01195J26P0011 6.00 EA 23.53 141.15
8-1/16 IN X 9-3/
- - - - - - 23.53 -
0000020768 GE36-0170 LIFT PIN PT 18 0129Y563P0001 4.00 EA 1,078.00 4,312.00
CV933E
0000020773 GE36-0125 BEARING PT35 0130A335P0005 3.00 EA 21.00 63.00
CV933E
0000020776 GE36-0165 INSULATING WASHER 0144V863P0001 28.00 EA 13.02 364.56
H2 SEAL
0000020777 GE36-0231 SEAT FOR AUXILIARY 0196B225P0017 1.00 EA 1,327.50 1,327.50
OIL GOVERNO GEI254
0000020778 GE36-0115 VALVE PLUG FOR 0196B784G0001 1.00 EA 2,989.00 2,989.00
AUXILIARY OIL P 25445
0000020781 GE36-0318 SPRING ASSEMBLY 02028J30G0001 11.00 EA 36.50 401.50
FOR T/G BRUSH
0000020792 GE36-0304 TILT PAD FOR 02171J72P0001 2.00 SET 7,600.00 15,200.00
TILTING PAD BEARI
0000020798 GE36-0114 BUSHING FOR 0232A372P0001 1.00 EA 1,245.00 1,245.00
AUXILIARY PILOT VA 25446A
0000020801 GE36-0132 STEM VALVE 0242A996P0001 1.00 EA 864.50 864.50
AUXILIARY OIL PUMP
0000020804 GE73-0211 RTD FOR MAIN 03109J26P0030 4.00 EA 169.05 676.20
BEARING
0000020811 GE73-0104 PILOT VALVE PT. 15 0362C782P0001 1.00 EA 943.00 943.00
0000020841 GE36-0100 SOCKET HEAD CAP 0439B176P0002 26.00 EA 70.88 1,842.88
SCREW X1-3/4 747E14
0000020843 GE36-0249 COVER 0442B861P0001 1.00 EA 871.00 871.00
0000020844 GE36-0339 VALVE COVER MSV 0442B862P0003 2.00 EA 915.00 1,830.00
DISC T/G 5 OR
0000020846 GE73-0025 PUMP WORM TWIN 0473D160P0002 3.00 EA 2,252.50 6,757.50
OIL PT. 3 592756
0000020847 GE73-0159 WORM WHEEL FOR 0473D160P0005 3.00 EA 5,075.50 15,226.50
TW/OIL PUMP PT (59275
0000020848 GE73-0101 DOWEL PLUG 0.180 04801938P0002 4.00 EA 0.74 2.96
IN X 0.50 IN
0000020854 GE73-0065 PIN 04804857P0240 2.00 EA 16.40 32.80
0000020855 GE36-0098 PIN PT 22-3/8 IN X 04804857P0241 2.00 EA 119.00 238.00
3 IN M S V 7472E1
0000020856 GE73-0073 PIN FOR MAINSTOP 04804857P0241 1.00 EA 171.47 171.47
VALVE 3/8 3 I K48048
0000020866 GE73-0052 BELLOWS FOR STEM 04805176P0040 2.00 EA 582.50 1,165.00
ON SEAL REGUL GEK-96
0000020868 GE36-0126 SEAL RING H2 SEAL 0508L856G12 1.00 SET 2,886.40 2,886.40
TURBINE END
0000020870 GE73-0260 PIN FOR CV 1 IN OD 05308402P0004 - EA 38.10 -
X 4.62 IN L
0000020872 GE73-0273 CROSSHEAD 05379379P0003 1.00 EA 6,210.50 6,210.50
- - - - - - 6,210.50 -
0000020873 GE73-0261 VALVE SEAT 05388701P0001 1.00 EA 804.50 804.50
0000020874 GE73-0264 VALVE SEAT 5-1/2 05388702P0001 1.00 EA 1,331.00 1,331.00
IN OD X 3-1/4
0000020877 GE36-0027 SEAL RING H2 SEAL 0541L796G1 1.00 SET 6,771.00 6,771.00
COLLECTOR EN
0000020893 GE36-0088 GASKET 20-31/32 IN 0654A638P0003 8.00 EA 15.41 123.26
X 19-1/2 IN & #5 T
0000020909 GE73-0282 SCREEN KIT FOR 0658L815G0003 2.00 KIT 664.00 1,328.00
STOP VALVE FINE
0000020910 GE73-0283 SCREEN KIT FOR 0658L815G0009 1.00 KIT 876.00 876.00
STOP VALVE COAR
0000020922 GE73-0165 STUD 1-3/4 IN 8 X 06913340P0023 22.00 EA 134.00 2,948.00
12 POINT 37L 658L8
0000020927 GE73-0269 DISC FOR VALVE 06950856P0001 1.00 EA 1,113.00 1,113.00
0000020928 GE73-0265 DISC FOR VALVE 06950858P0001 7.00 EA 1,215.50 8,508.50
0000020930 GE73-0199 STEM MSV 0752C61300008 2.00 EA 6,401.00 12,802.00
G47E47
- - - - - - 6,401.00 -
0000020938 GE36-0106 BUSHING FOR PILOT 0824B386P0001 1.00 EA 2,409.00 2,409.00
VALVE PT.531 21416A
0000020940 GE73-0215 SPUR GEAR FOR SHAFT 08658619G01 1.00 EA 1,906.00 1,906.00
DRIVE UNIT OIL PUMP
0000020959 GE73-0169 SPACER H/P CASING 09119299P0007 12.00 EA 146.92 1,763.04
4"ODX
0000020960 GE36-0328 GASKET 20-15/16 IN 09197184-029 2.00 EA 5.39 10.78
X 19-9/16 I 658L855
0000020961 GE36-0103 BELLOWS ASSEMBLY 09197321G0001 1.00 EA 3,051.50 3,051.50
FOR AUXILIARY 25446
0000020971 GE73-0267 STUD 4.00 IN -8 X 0926E715P0750 2.00 EA 1,151.10 2,302.20
17 IN
0000020972 GE36-0326 STUD B B 4 IN -8 X 0926E715P0756 1.00 EA 284.50 284.50
19.26 IN LO
- - - - - - 284.50 -
0000020973 GE73-0051 VALVE SEAT PT.30 0930B432P0001 1.00 EA 1,331.50 1,331.50
GEK967
0000020987 GE73-0231 BUSHING MSV. 09659693G0003 1.00 EA 2,501.00 2,501.00
PRESSURE HEAD 110 647E47
0000020988 GE36-0344 MAIN BEARING FOR 09788153G0002 1.00 EA 2,043.50 2,043.50
OIL PUMP REV.3
0000020989 GE36-0343 MAIN BEARING FOR 09788154G0002 1.00 EA 1,635.50 1,635.50
OIL PUMP AKA REV.B
0000020992 GE36-0308 GASKET MATERIAL 1/2"SQ.CORK 30.00 FT 0.96 28.70
FOR NO. 6 H2 S
0000020993 GE73-0238 GASKET MATERIAL FOR 1/4"X36" 70 - 12.00 SQY 45.10 541.20
NO. 5 H2 C DURO NE
- - - - - - 45.10 -
0000020994 GE73-0278 GASKET 3/4 IN IDX 1/8X3/4X1- 93.00 EA 1.77 164.61
1-1/2 IN OD F 1/2 ANNEAL
- - - - - - 1.77 -
0000020995 GE73-0277 GASKET 7/8 IN IDX1- 1/8X7/8X1- 198.00 EA 2.10 415.80
3/4 IN OD F 3/4"ET#107
- - - - - - 2.10 -
0000020999 GE73-0232 GASKET 6-15/16 IN 10351 E.T. 5.00 EA 12.53 62.65
OD X 3-13/15 ASSOCIATES
0000021001 GE36-0122 STEM CV PT.5 106A9403P0001 3.00 EA 1,877.14 5,631.43
988E42
0000021002 GE36-0332 DISC FOR CONTROL 106A9482P0001 3.00 EA 1,374.50 4,123.50
VALVE 3 IN
0000021003 GE36-0334 DISC FOR CONTROL 106A9486P0001 1.00 EA 1,420.50 1,420.50
VALVE 4 IN
- - - - - - 1,420.50 -
0000021014 GE36-0307 MAIN STEAM GASKET 12"900LB 3.00 EA 15.05 45.14
INLT.12 IN 9
0000021022 GE73-0230 BUSHING FOR PILOT 126B8733P0001 1.00 EA 1,920.50 1,920.50
VALVE
0000021032 GE36-0206 PACKING RING STAGE 1301J78-301 1.00 EA 2,156.00 2,156.00
N-4 QUB 2117
0000021069 GE73-0216 CONDENSER WATER 17-3/4X21- 7.00 EA 16.60 116.17
GASKET BX MNHL 3/16X3/8"
- - - - - - 16.60 -
0000021081 GE36-0131 VALVE MAINSTOP 187C4481P0001 1.00 EA 3,451.00 3,451.00
STEM PT.19 7472E1
0000021086 GE36-0319 COVERED NUT 4.00 187C4482P0016 1.00 EA 159.00 159.00
IN-8
0000021107 GE73-0200 VALVE STEM C.V. 196B5278P0010 7.00 EA 2,534.00 17,738.00
647E47
- - - - - - 2,534.00 -
0000021115 GE73-0275 GASKET FOR MANWAY 20"IDX24"ODX 4.00 EA 43.26 173.04
EXHAUST HOOD 1/16" TK
0000021128 GE73-0140 PACKING RING 2112J20-175C- 1.00 EA 1,550.00 1,550.00
STAGE 4 EXC QUA
0000021129 GE73-0141 PACKING RING 2112J29-178C- 1.00 EA 1,650.00 1,650.00
STAGE 3 EXC QUA
0000021146 GE73-0193 GEAR FOR TURBINE 2196417-70 4.00 EA 4,381.00 17,524.00
GEAR OIL PUMP PUMP
0000021156 GE73-0113 BEARING SEAL C.V. 23X7213 14.00 EA 13.85 193.90
SHAFT ROLLER GARLOCK
0000021161 GE73-0279 GASKET FOR MANWAY 25-5/16X19- 3.00 EA 39.87 119.61
EXHAUST HOOD 13/16X1/1
0000021175 GE36-0164 BOLT FOR H2 SEAL 295A1559P0001 24.00 EA 32.50 780.00
INSUL.BUSH.
0000021178 GE36-0302 STRAP FOR SHAFT 297A2331P0001 20.00 EA 10.85 217.00
GROUNDING 10=SET
0000021214 GE73-0142 DESICCANT FOR H2 313A3167P0001 19.00 BAG 4.09 77.73
ANALYZER 8 OZ PROTEK
0000021278 GE36-0232 H2 ANALYZER CELL 3S7576HK101A2 1.00 EA 4,234.93 4,234.93
BLOCK KIT 983B87
0000021280 GE36-0078 RELAY FOR H2 PANEL 3SCA5076J4 2.00 EA 543.40 1,086.80
0000021305 GE36-0056 MODULE FOR VOLT/ 44C331828G01 1.00 EA 634.85 634.85
HZ EXCITER
0000021307 GE36-0060 VOLT MODULE SENSOR 44C331830G01 1.00 EA 535.50 535.50
EXCITER
0000021309 GE36-0053 MODULE FOR IMPELLER 44C331837 1.00 EA 1,007.78 1,007.78
COMPRESSIO G011A1B
0000021311 GE36-0006 EXCITER CUBICLE 44C331840G01 1.00 EA 559.94 559.94
ALA MODULE
0000021313 GE36-0058 MODULE FOR INNER 44C331876G0 1.00 EA 581.19 581.19
LOOP REGULATO 11D1B
0000021314 GE36-0054 MODULE FOR STATIC 44C331881G0 2.00 EA 1,049.75 2,099.50
VOLTAGE ADJU 1B1B
0000021316 GE36-0041 MODULE FOR STATIC 44C331883G01 1.00 EA 1,046.03 1,046.03
VOLTAGE ADJU
0000021318 GE36-0055 MODULE FOR PHASOR 44C331891G01 1.00 EA 512.25 512.25
II REF EXCIT
0000021320 GE36-0059 MODULE FOR STATIC 44C372656G0 1.00 EA 1,186.81 1,186.81
VOLTAGE ADJU 11E1B
0000021321 GE36-0052 VOLT MODULE MACONV 44C372657G0 1.00 EA 1,974.13 1,974.13
EXCITER 11B1B
0000021322 GE36-0057 MODULE FOR AC 44C372696G0 1.00 EA 1,465.72 1,465.72
REGULATOR EXCITE 11D1C
0000021393 GE73-0034 BUSHING PRESSURE 649A296P0001 1.00 EA 1,394.50 1,394.50
HEAD PT.111 647E471
0000021415 GE36-0082 HE PANEL RESISTOR 68A7020P220D 1.00 EA 12.00 12.00
10W
0000021418 GE36-0079 CAPACITOR H2 PANEL 68A7056P2B620 1.00 EA 48.00 48.00
600V DC
0000021433 GE73-0012 RECTIFIER BRIDGE 68A7244P254 - EA 29.75 -
STATIC EXCITE
0000021456 GE73-0242 COVER GASKET LARGE 7367-LARGE - EA 46.43 -
FOR FRONT S ET ASSOC.
0000021564 GE36-0065 PUSH BUTTON SWITCH CR104PBG91B1 2.00 EA 29.00 58.00
2 POSITION
0000021753 GE73-0132 PACKING RING HP PRL 2369A 1.00 EA 2,065.00 2,065.00
GRV-5-N1 QUAB-
0000021754 GE73-0134 PACKING RING HP PRL2367A 1.00 EA 5,362.00 5,362.00
GRV-3-N1 QUAB-
0000021755 GE73-0131 PACKING RING HP PRL2368A 1.00 EA 1,985.00 1,985.00
GRV-4-N1 QUAB-
PRL2369A QUAB- 1.00 EA 2,065.00 2,065.00
0000021822 GE36-0310 RTD FOR TURBINE U231P122L0022 1.00 EA 950.25 950.25
BEARING NO. 1
0000021823 GE36-0312 RTD FOR TURBINE U231P122L0038 1.00 EA 276.18 276.18
BEARING NO. 4
0000021830 GE36-0298 THERMOCOUPLE U252J085U0044 1.00 EA 2,261.98 2,261.98
ELEMENT NO. 2 BEA
0000021832 GE73-0253 PIN FOR CV .37 IN U408A104L0275 9.00 EA 53.00 477.00
D X 3.12 L P W-8018
0000027252 AL80-0073 FILTER ELEMENT FOR KF4518-10 6.00 EA 10.50 63.00
LUBE OIL/SE
- - - - - - 10.50 -
0000027253 AL80-0001 FILTER ELEMENT FOR KF6018-05 6.00 EA 54.00 324.00
LUBE OIL/CO OR BP 718-
- - - - - - 54.00 -
0000029055 CI85-0033 SLW AND CABLE 12747 1.00 EA 204.00 204.00
ASSEMBLY
0000029063 CI85-0063 CHART DRIVE MOTOR 17972 2.00 EA 124.25 248.50
0000029105 CI85-0041 CORD FOR PULLY 62410 - EA 16.68 -
0000029113 CI85-0037 SERVO DC MOTOR 8198 1.00 EA 176.25 176.25
0000034826 GE36-0314 PIN KIT FOR CHAIN 687907 SC406 4.00 EA 2.60 10.40
CONNECTING T
0000046753 AL80-0008 BALL BEARING MAB- 6206/Q66 30765 1.00 EA 7.20 7.20
104 INT
- - - - - - 7.20 -
0000046784 AL80-0002 BALL BEARING MAB- 6302 12208Y 1.00 EA 6.62 6.62
104 INT (ALPHA L
- - - - - - 6.62 -
0000046785 AL80-0033 BALL BEARING MAB- 6305-2RSQIM-T 2.00 EA 14.30 28.60
104 INT (ALPHA
0000046803 NU50-0317 BEARING FOR 5B LUBE 6312-ZJEM 1.00 EA 61.44 61.44
OIL PUMP M OR 60BC03J
- - - - - - 61.44 -
0000046817 GE73-0276 BEARING FOR LUBE 7307BEAGY 2.00 EA 40.86 81.72
OIL PUMP A AN
0000051990 EM85-0169 DRUM CHART RECORDER KT100081-01 1.00 KIT 90.00 90.00
KIT T3
0000016204 TC75-0005 PUMP WITH 3 HP 50DVEU62.24 1.00 EA 1,886.00 1,886.00
MOTOR LIFT/STA
- - - - 1.00 - 1,886.00 1,886.00
0000016205 TC75-0004 PUMP WITH 7.5 80DVEU65.54 - EA 1,475.00 -
HP MOTOR LIFT/STA
- - - - - - 1,475.00 -
0000016206 - O-RING SET FOR 840-1-8 2.00 EA 320.00 640.00
LIFT PUMP (DCDXU1)80DVE
0000016207 - O-RING SET FOR 840-1-8 1.00 EA 372.25 372.25
LIFT PUMP (DXDXU1)50DVE
563,691.91
The total agreed value of the above-referenced Steam Units Inventory is $563,691.91. In addition, CL&P
shall transfer all of its other inventory for the EGF located on the Real Property on the Closing Date
for an aggregate agreed value of $40,000.00.
</TABLE>
SCHEDULE 2.1(d)
PERMITS
I. Transferable Permits Held By CL&P
A. Connecticut Department of Environmental Protection Air Registration
Certificates for Fuel Burning ICUs:
Registration No. 750260; Stack No. 00751015813 (#11A ICU)
Registration No. 750261; Stack No. 00751015812 (#11B ICU)
Registration No. 750262; Stack No. 00751015811 (#12A ICU)
Registration No. 750263; Stack No. 00751015810 (#12B ICU)
Registration No. 750264; Stack No. 00751015809 (#13A ICU)
Registration No. 750265; Stack No. 00751015808 (#13B ICU)
Registration No. 750266; Stack No. 00751015807 (#14A ICU)
Registration No. 750267; Stack No. 00751015806 (#14B ICU)
B. Connecticut Department of Environmental Protection Fuel Burning
Equipment Registrations:
Registration No. R275 (Boiler No. #9)
C. Connecticut Department of Environmental Protection Water Diversion
Registrations:
Water Diversion Registration No. 4000-091-PWR-RI (#4)
Water Diversion Registration No. 4000-092-PWR-RI (#5)
Water Diversion Registration No. 4000-093-PWR-RI (#6)
D. Channel Marker 064/9805-327
E. Elevator No. 1 Certificate of Operation, Registration No. 064-369
F. Connecticut Department of Environmental Protection Title V Permit
Application to be signed by Northeast Generation Services Company
("NGS")as operator of the fuel burning ICUs.
II. Non-Transferable Permits/Orders Held By CL&P
A. Consent Order 1494
B. NOx Budget Account Representative
C. General Permit Registration # GGR001040 (Remediated Groundwater
Discharge)
III. Permits Retained By CL&P
A. EPA ID# CTD043030170 (Hazardous Waste ID)
IV. South Meadow Station Permits/Approvals Held By Third Party
A. Marine Terminal License MT076 (NGS)(Non-Transferable)
B. NPDES Discharge Permit CT0003875 (Non-Contact Cooling Water)(RRS)
C. General Permit Registration GSI000118 (Stormwater/Industrial)(RRS)
D. Sewer Discharge Permit SP0000750 (RRS)
SCHEDULE 2.1(e)
ASSUMED CONTRACTS
South Meadow Station
A. Railroad Agreement (May or may not be enforceable)
Contract dated July 9, 1942 by the Trustees of The New York, New
Haven and Hartford Railroad Company and The Hartford Electric Light Company
regarding a sidetrack that may or may not exist on the Site
B. Licenses
License Agreement: December 15, 1998 through November 14, 2001 with
Resource Recovery Systems of Connecticut, Inc., an Ogden Company, for office
and storage space for their NE Region Maintenance Office. Approximately 1040
sq. ft. of space is occupied in the building by Gate 40. Fee is $10,000/yr.,
with 1/2 credit for building improvements up to one year's license fee. Can be
canceled in 90 days with written notice by either party.
License Agreement: May 1, 1996 through April 30, 2006 with Martin
Media to enter upon the property to construct, maintain, utilize and
reconstruct if necessary a two sided billboard for advertising purposes. Fee
is approximately $20,000/yr. Can be canceled in 60 days with written notice by
either party.
License Agreement: March 1, 1998 through February 28, 2003 with TCI
Cable Vision of Central to install, construct, repair, trench and maintain
cables and conduits on Licenser's land located on the easterly side of Reserve
Road in Hartford, Connecticut. Fee is approximately $2,100/yr. Can be
canceled in 30 days with written notice by either party.
SCHEDULE 2.1(g)
NAME OF FACILITIES
South Meadow Station
SCHEDULE 2.2(a)
EXCLUDED T&D ASSETS
The 115-, 23- and 11-kV lines and underground cables, conduits and duct banks
on the Site, including their steel or other support structures and manholes,
but not including two 11-kV busses from units 5U and 6U to step-up transformers
1A-1X and 1A-2X in the 115-kV switchyard, or those transformers; also including
oil pressurizing/ pumping equipment for the 115-kV underground cable.
All 115-, 23- and 11-kV switchyard structures, foundations, transformers, bus
and equipment within the South Meadow substation, and switchyard except for
115-kV conductors and MODs connecting 1A-1X and 1A-2X to the 115-kV ring bus.
Below-grade conduits and cables within and between the South Meadow substation
and switchyard that run from 115-, 23- or 11-kV equipment to the South Meadow
substation and switchyard control buildings.
The South Meadow substation and switchyard control buildings and all equipment
therein, including a SCADA RTU and DC power supply equipment, but excluding
controls for 115-kV MODs 1A-1X1-4 and 1A-2X1-4.
Station service transformers 1A-5S, 1A-6S and 1A-7S, with associated secondary
cabling/equipment in the substation and switchyard.
Substation and switchyard ground grids, including the area occupied by CRRA's
115-kV bus and step-up transformers, but excluding CRRA's connections to this
grid.
NEON fiber optic cable system.
Fence enclosing the South Meadow substation and switchyard yards.
South Meadow substation and switchyard lighting.
Used transformers in storage area and distribution equipment inventory stored
on site.
SCHEDULE 2.6(a)(i)
PRE-APPROVED CAPITAL EXPENDITURES
1. $310,000 for work on the Unit 6 Condenser, as described in the DPUC
approval
SCHEDULE 2.10(l)
MATTERS FOR OPINION FROM COUNSEL TO CL&P
1. CL&P is duly organized, existing and in corporate good standing under the
laws of the State of Connecticut, with corporate power and authority to execute
and deliver, and to perform its obligations under, each of the Agreement and
the Related Agreements (the "Purchase Documents") to be executed and delivered
by CL&P.
2. The execution and delivery by CL&P of the Purchase Documents to be
executed and delivered by it, and the performance of its obligations
thereunder, have been duly authorized by all requisite corporate action taken
on the part of CL&P.
3. Each of the Purchase Documents entered into by CL&P has been duly executed
and delivered by CL&P and (subject to the qualifications stated in the
paragraph (a) below) constitutes the legal, valid and binding obligation of
CL&P enforceable against CL&P in accordance with its terms.
4. To our knowledge, there is no action, suit, investigation or proceeding
pending or threatened against CL&P or any of CL&P's properties or assets before
any court, arbitrator or administrative or governmental authority or agency
which challenges or seeks to prohibit, restrain or enjoin the transactions
contemplated by the Purchase Documents or places in question the validity or
enforceability of any of the Purchase Documents.
5. No order, consent, approval, license or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required in
connection with the execution and delivery by CL&P of any of the Purchase
Documents to be executed by CL&P, or for the performance by CL&P of its
material obligations thereunder, except for CL&P's Regulatory Approvals, all of
which have been duly obtained and are in full force and effect.
6. The execution and delivery by CL&P of the Purchase Documents executed by
CL&P do not, and the consummation of the transactions contemplated thereby will
not (i) violate the terms of, or conflict with, the charter, by-laws and other
governing documents of CL&P, each as currently in effect, or (ii) violate any
order, writ, injunction, award, judgment or decree applicable to CL&P or any of
its assets.
7. The Bill of Sale and Deeds are in proper form to transfer to CRRA title to
the Acquired Assets.
The opinion in paragraph 3 above that each of the Purchase Documents
constitutes the legal, valid and binding obligation of CL&P enforceable against
CL&P in accordance with its terms may be subject to (i) bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties, (ii) general principles
of equity regardless of whether applied in a proceeding in equity or at law,
(iii) the general qualification that no opinion is given herein as to any
contractual provision purporting to specify remedies after default or as to the
availability of any specific or equitable relief of any kind, and (iv) the
general qualification that, the enforceability of any indemnification or waiver
provisions may be limited by federal or state statute or as a matter of public
policy.
As to any matter contained in the foregoing opinion which involves the laws of
any jurisdiction other than the federal laws of the United States and the State
of Connecticut, counsel may rely upon opinions of counsel admitted in such
other jurisdictions. Any opinions relied upon by such counsel as aforesaid
shall be delivered together with the opinion of such counsel. Each opinion may
expressly rely as to matters of facts upon certificates furnished by
appropriate officers and directors of CRRA and its subsidiaries and by public
officials.
SCHEDULE 2.11(i)
MATTERS FOR OPINION FROM COUNSEL TO CRRA
1. CRRA is a body corporate and politic constituting a public instrumentality
and political subdivision of the State of Connecticut and is validly existing
under the laws of the State of Connecticut, with corporate power and authority
to execute and deliver, and to perform its obligations under, each of the
Agreement and the Related Agreements (the "Purchase Documents") to be executed
and delivered by CRRA.
2. The execution and delivery by CRRA of the Purchase Documents to be
executed and delivered by it, and the performance of its obligations
thereunder, have been duly authorized by all requisite corporate action taken
on the part of CRRA.
3. Each of the Purchase Documents entered into by CRRA has been duly executed
and delivered by CRRA and (subject to the qualifications stated in the
paragraph (a) below) constitutes the legal, valid and binding obligation of
CRRA enforceable against CRRA in accordance with its terms.
4. To our knowledge, there is no action, suit, investigation or proceeding
pending or threatened against CRRA or any of CRRA's properties or assets before
any court, arbitrator or administrative or governmental authority or agency
which challenges or seeks to prohibit, restrain or enjoin the transactions
contemplated by the Purchase Documents or places in question the validity or
enforceability of any of the Purchase Documents.
5. No order, consent, approval, license or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required in
connection with the execution and delivery by CRRA of any of the Purchase
Documents to be executed by CRRA, or for the performance by CRRA of its
material obligations thereunder, except for CRRA's Regulatory Approvals, all of
which have been duly obtained and are in full force and effect.
6. The execution and delivery by CRRA of the Purchase Documents executed by
CRRA do not, and the consummation of the transactions contemplated thereby will
not (i) violate the terms of, or conflict with, the charter, by-laws and other
governing documents of CRRA, each as currently in effect, or (ii) violate any
order, writ, injunction, award, judgment or decree applicable to CRRA or any of
its assets.
The opinion in paragraph 3 above that each of the Purchase Documents
constitutes the legal, valid and binding obligation of CRRA enforceable against
CRRA in accordance with its terms may be subject to (i) bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors and secured parties, (ii) general principles
of equity regardless of whether applied in a proceeding in equity or at law,
(iii) the general qualification that no opinion is given herein as to any
contractual provision purporting to specify remedies after default or as to the
availability of any specific or equitable relief of any kind, and (iv) the
general qualification that, the enforceability of any indemnification or waiver
provisions may be limited by federal or state statute or as a matter of public
policy.
As to any matter contained in the foregoing opinion which involves the laws of
any jurisdiction other than the federal laws of the United States and the State
of Connecticut, counsel may rely upon opinions of counsel admitted in such
other jurisdictions. Any opinions relied upon by such counsel as aforesaid
shall be delivered together with the opinion of such counsel. Each opinion may
expressly rely as to matters of facts upon certificates furnished by
appropriate officers and directors of CL&P and its subsidiaries and by public
officials.
SCHEDULE 3.3
MATTERS OF NONCONTRAVENTION
None
SCHEDULE 3.5
TITLE COMMITMENT
ISSUED BY
COMMONWEALTH LAND TITLE INSURANCE COMPANY
DATED: SEPTEMBER 7, 2000
A FULL COPY OF WHICH FOLLOWS THIS PAGE
SCHEDULE 3.6(a)
NON-COMPLIANCE WITH LAWS
None
SCHEDULE 3.8(a)
CONTRACTS
South Meadow Station
A. Mid-Connecticut Documents
The Mid-Connecticut Documents (as defined in this Agreement),
together with all documents and agreements referenced therein and/or executed
in connection therewith
B. Agreement between CL&P and RRSCI
Parties: Connecticut Light & Power (CL&P) and Resource Recovery
Systems of Connecticut, Inc. (RRSCI)
Term: Terminable by either party with six month notice; currently
expires January 19, 2001; term may be extended in accordance with the
Termination Agreement
Purpose: EGF Operations and Maintenance
Other agreements associated with the EGF - Operations and
Maintenance Agreement:
- Memo of Understanding operation, maintenance and testing
of electrical equipment at South Meadow Station
SCHEDULE 3.8(b)
EXCEPTIONS TO CONTRACT OBLIGATIONS
A. The Railroad Agreement described in Section D of Schedule 2.1(e) may or
may not be enforceable.
B. The Mid-Connecticut Documents are subject to the Termination Agreement.
C. The Parties anticipate that Agreements between CL&P and RRSCI with respect
to the operation and maintenance of the EGF (referenced on Schedule 3.8(a))
will terminate on the Effective Date.
SCHEDULE 3.9
INSURANCE
None
SCHEDULE 3.10
LITIGATION
None
SCHEDULE 3.11
CONDEMNATION
None
SCHEDULE 3.14
YEAR 2000 COMPUTER PROBLEM PERFORMANCE
None
SCHEDULE 3.15
EMPLOYEE MATTERS
None
SCHEDULE 4.3
NONCONTRAVENTION DISCLOSURES
None
SCHEDULE 5.12(d)
TYPES OF CL&P FACILITIES IN RESERVED EASEMENT AREAS
Poles
Towers
Cross-arms
Guys
Foundations
Anchors
Braces
Ducts
Manholes
Wires
Cables
Conductors
Monuments
Signs
Conduits
Pedestals
Meters
SCHEDULE 6.1(c)
CL&P'S REGULATORY APPROVALS
1. An order or series of orders by the DPUC approving the transactions
contemplated by the Agreement.
2. FERC approval of the disposition of FERC jurisdictional assets by CL&P, to
the extent applicable, under Section 203 of the Federal Power Act
3. FERC acceptance or approval of the Interconnection Agreement under Section
205 of the Federal Power Act.
4. U.S. Securities and Exchange Commission approval under Section 12(d) of
the Public Utility Holding Company Act of 1935 of the transactions contemplated
hereunder or related hereto.
SCHEDULE 6.1(d)
CRRA'S REGULATORY APPROVALS
1. An order or series of orders by the DPUC approving the transactions
contemplated by the Agreement.
2. FERC acceptance and approval of the Interconnection Agreement under
Section 205 of the Federal Power Act.
SCHEDULE 6.1(j)
SCHEDULE OF SPECIFIC PERMITS
PERMITS NEEDED TO OPERATE(1)
A. Connecticut Department of Environmental Protection Air Registration
Certificates for Fuel Burning ICUs:
Registration No. 750260; Stack No. 00751015813 (#11A ICU)
Registration No. 750261; Stack No. 00751015812 (#11B ICU)
Registration No. 750262; Stack No. 00751015811 (#12A ICU)
Registration No. 750263; Stack No. 00751015810 (#12B ICU)
Registration No. 750264; Stack No. 00751015809 (#13A ICU)
Registration No. 750265; Stack No. 00751015808 (#13B ICU)
Registration No. 750266; Stack No. 00751015807 (#14A ICU)
Registration No. 750267; Stack No. 00751015806 (#14B ICU)
B. Connecticut Department of Environmental Protection Fuel Burning Equipment
Registrations:
Registration No. R275 (Boiler No. #9)
(1)This schedule covers permits necessary to operate the facilities being
acquired under this Agreement, not facilities already owned and operated by
CRRA
C. Connecticut Department of Environmental Protection Water Diversion
Registrations:
Water Diversion Registration No. 4000-091-PWR-RI (#4)
Water Diversion Registration No. 4000-092-PWR-RI (#5)
Water Diversion Registration No. 4000-093-PWR-RI (#6)
D. Channel Marker 064/9805-327
E. Elevator No. 1 Certificate of Operation, Registration No. 064-369
F. Connecticut Department of Environmental Protection Title V Permit
Application or Title V Permit
G. Consent Order 1494
H. NOx Budget Account Representative
I. South Meadow Station Permits/Approvals Held By Third Party
1. Marine Terminal License MT076 (NGS(2))(Non-Transferable)
2. Elevator License (Turbine Hall)(RRS(3))
3. NPDES Discharge Permit CT0003875 (Non-Contact Cooling Water)(RRS)
4. General Permit Registration GSI000118 (Stormwater/Industrial)
(RRS)(Non-Transferable)
5. Sewer Discharge Permit SP0000750 (RRS)
(2)Northeast Generation Services Company.
(3)Resource Recovery Systems of Connecticut, Inc.
