Northeast Generation Co – ‘S-4’ on 12/6/01 – EX-3.1

On:  Thursday, 12/6/01   ·   Accession #:  912057-1-542226   ·   File #:  333-74636

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   1.90M 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agreement                                    29    130K 
 3: EX-3.1      Certificate of Incorporation                           2     17K 
 4: EX-3.2      By-Laws                                                7     29K 
 5: EX-4.1      Indenture                                             75    343K 
 6: EX-4.2      First Supplemental Indenture                          95    318K 
 7: EX-4.3      Form of Series A-1 Bond                               10     34K 
 8: EX-4.4      Form of Series B-1 Bond                               10     36K 
 9: EX-4.5      Registration Rights Agreement                         24    107K 
10: EX-5.1      Opinion re: Legality                                   2     16K 
11: EX-10.1     Power Purchase and Sales Agreement                    44    112K 
23: EX-10.10    Interconnection Agreement With Wmeco                  47    182K 
24: EX-10.11    (800) 688 - 1933                                      59    249K 
25: EX-10.12    Purchase and Sales Agreement Wmeco                    57    239K 
26: EX-10.13    Form of Exchange Agent Agreement                       9     39K 
12: EX-10.2     Guaranty                                              10     41K 
13: EX-10.3     Consent and Agreement                                  8     39K 
14: EX-10.4     Security Agreement                                    17     68K 
15: EX-10.5     Form of Mortgage                                      22     87K 
16: EX-10.6     Management and Operation Agreement                    44    120K 
17: EX-10.6(1)  (800) 688 - 1933                                       2     16K 
18: EX-10.7     Service Contract                                       9     36K 
19: EX-10.7(1)  Renewal of Service Contract                            2     17K 
20: EX-10.8     Tax Allocation Agreement                               8     38K 
21: EX-10.8-1   First Amendment to Tax Allocation Agreement           11     41K 
22: EX-10.9     (800) 688 - 1933                                      47    181K 
27: EX-12       Ratio of Earnings to Fixed Charges                     1     13K 
28: EX-23.1     Consent of Arthur Andersen                             1     11K 
29: EX-23.3     (800) 688 - 1933                                       2±    15K 
30: EX-23.4     Consent of Pa Consulting Services                      2±    14K 
31: EX-25.1     Form T-1                                               7     26K 
32: EX-99.1     Letter of Transmittal                               HTML     71K 
33: EX-99.2     Notice of Guaranteed Delivery                       HTML     26K 
34: EX-99.3     Brokers Letter                                      HTML     16K 
35: EX-99.4     Client Letter                                       HTML     22K 

EX-3.1   —   Certificate of Incorporation

EX-3.1
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                                                                     Exhibit 3.1

NORTHEAST GENERATION COMPANY

CERTIFICATE OF INCORPORATION
----------------------------

   The undersigned incorporator hereby forms a corporation under the
Business Corporation Act of the State of Connecticut:                           

         Article I. The name of the corporation is: Northeast Generation Company

   Article II. There shall be one class of capital stock, designated
"Common Stock" and having a par value of $1.00 per share, of which there shall  
be a total of 20,000 authorized shares.                                         

        Article III. The name and business address of initial registered agent
is as follows:                                                                  

Theresa H. Allsop                           
107 Selden Street                           
Berlin, CT   06037                          

      The residence address of the initial registered agent is as follows:

1833 Asylum Avenue                          
West Hartford, CT  06117                    

The initial registered agent hereby accepts appointment:      

                     /s/ Theresa H. Allsop

                             -----------------------------
                 Theresa H. Allsop

         Article IV. The Company shall indemnify and advance reasonable expenses
to an individual made or threatened to be made a party to a proceeding because  
he/she is or was a Director of the Company to the fullest extent permitted by   
law under Section 33-771 and Section 33-773 of the Connecticut General Statutes,
as may be amended from time to time ("Connecticut General Statutes"). The       
Company shall also indemnify and advance reasonable expenses under Connecticut  
General Statutes Sections 33-770 to 33-778, inclusive, as amended, to any       
officer, employee or agent of the company who is not a Director to the same     
extent as a Director and to such further extent, consistent with public policy, 
as may be provided by contract, the Certificate of Incorporation of the Company,
the Bylaws of the Company or a resolution of the Board of Directors. In         
connection with any advance for such expenses, the Company may, but need not,   
require any such officer, employee or agent to deliver a written affirmation of 
his/her good faith                                                              

EX-3.1
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belief that he/she has met the relevant standard of conduct or a written        
undertaking to repay any funds advanced for expenses if it is ultimately        
determined that he/she is not entitled to indemnification. The Board of         
Directors, by resolution, the general counsel of the Company, or such additional
officer or officers as the Board of Directors may specify, shall have the       
authority to determine that indemnification or advance for such expenses to any 
such officer, employee or agent is permissible and to authorize payment of such 
indemnification or advance for expenses. The Board of Directors, by resolution, 
the general counsel of the Company, or such additional officer or officers as   
the Board of Directors may specify, shall also have the authority to determine  
the terms on which the Company shall advance expenses to any such officer,      
employee or agent, which terms need not require delivery by such officer,       
employee or agent of a written affirmation of his/her good faith belief that    
he/she has met the relevant standard of conduct or a written undertaking to     
repay any funds advanced for such expenses if it is ultimately determined that  
he/she is not entitled to indemnification.                                      

        The indemnification and advance for expenses provided for herein shall
not be deemed exclusive of any other rights to which those indemnified or       
eligible for advance for expenses may be entitled under Connecticut law as in   
effect on the effective date hereof and as thereafter amended or any Bylaw,     
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another        
capacity while holding such office, and shall continue as to a person who has   
ceased to be a director, officer, employee or agent and shall inure to the      
benefit of the heirs, executors and administrators of such a person.            

         No lawful repeal or modification of this article or the adoption of any
provision inconsistent herewith by the Board of Directors and shareholders of   
the Company or change in statute shall apply to or have any effect on the       
obligations of the Company to indemnify or to pay for or reimburse in advance   
expenses incurred by a director, officer, employee or agent of the Company in   
defending any proceeding arising out of or with respect to any acts or omissions
occurring at or prior to the effective date of such repeal, modification or     
adoption of a provision or statutes change inconsistent herewith.               

Dated this 28th day of December, 1998.                        

                          /s/ Trady A. DeCredito

                                       -----------------------------------
                      Tracy A. DeCredito
                     107 Selden Street
                     Berlin, CT  06037