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Northeast Generation Co – ‘S-4’ on 12/6/01 – EX-10.6(1)

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

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/06/01  Northeast Generation Co           S-4                   35:4.7M                                   Merrill Corp/FA

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-10.6(1)   —   (800) 688 – 1933

EX-10.6(1)1st Page of 2TOCTopPreviousNextBottomJust 1st
 

Exhibit 10.6.1 AMENDMENT NO. 1 TO NORTHEAST GENERATION COMPANY - NORTHEAST GENERATION SERVICES COMPANY MANAGEMENT AND OPERATION AGREEMENT THIS AMENDMENT NO. 1 ("Amendment") to the MANAGEMENT AND OPERATION AGREEMENT ("Agreement") is made and entered into as of the 1st day of March, 2000, by and between NORTHEAST GENERATION COMPANY, a Connecticut corporation with its principal place of business in Berlin, Connecticut ("NGC"), and NORTHEAST GENERATION SERVICES COMPANY, a Connecticut corporation with its principal place of business in Rocky Hill, Connecticut ("NGS"). NGC and NGS shall be referred to individually as the "Party" and collectively as the "Parties". WHEREAS, NGC and NGS entered into the Agreement as of February 1, 2000; WHEREAS, the United States Securities and Exchange Commission ("SEC") has reserved jurisdiction under the Public Utility Holding Company Act of 1935, as amended ("Act"), over the pricing provisions of the Agreement because such pricing provisions are not fully cost-based; and, WHEREAS, the Parties agree that until and unless the SEC authorizes the pricing provisions in the Agreement that do not comply with the cost provisions under the Act, in accordance with the intent of Section 2.2 of the Agreement, they will continue with the Agreement amended to be in accordance with the cost-based provisions of the Act, as set forth more fully below. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein , it is agreed as follows: 1. Effective on the date of execution of this Amendment, Sections 4.1 to 4.3 of the Agreement and Exhibit 6 to Agreement shall be suspended and replaced by the following: "4.1A INTERIM PAYMENT PROVISIONS. Until such time as the SEC approves or authorizes the pricing provisions contained in Sections 4.1 to 4.3 of the Agreement and Exhibit 6 to the Agreement, NGC shall pay NGS for the Services NGS provides under Section 3 of this Agreement as described in this paragraph. NGC shall pay NGS's actual total costs of providing such services, including applicable overheads and indirect costs, and reasonable compensation for necessary capital as permitted by Rule 91 of the SEC under the Act as determined
EX-10.6(1)Last Page of 2TOC1stPreviousNextBottomJust 2nd
in accordance with Northeast Utilities System accounting and cost allocation procedures, and with the methodologies used in service agreements between Northeast Utilities Service Company and various Northeast Utilities subsidiaries as approved by the SEC." 2. RESTORATION OF INITIAL PRICING PROVISIONS. Upon SEC approval or authorization for the pricing provisions contained in Sections 4.1 to 4.3 of the Agreement and Exhibit 6 to the Agreement, such provisions shall be immediately reinstated for the period from and after the date of SEC approval or authorization and the provisions of Section 1 of this Agreement shall no longer be in force and effect. 3. EFFECT OF AMENDMENT ON AGREEMENT. The Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any party thereunder, nor constitute a waiver of any provision of the Agreement. IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AMENDMENT AS OF THE DAY AND YEAR FIRST ABOVE WRITTEN. NORTHEAST GENERATION COMPANY BY: /s/ David R. McHale ------------------------------------- NAME: David R. McHale TITLE: Vice President and Treasurer NORTHEAST GENERATION SERVICES COMPANY BY: /s/ William J. Nadeau ------------------------------------- NAME: William J. Nadeau TITLE: Vice President and Chief Operating Officer 2

Dates Referenced Herein

Referenced-On Page
This ‘S-4’ Filing    Date First  Last      Other Filings
Filed on:12/6/01None on these Dates
2/1/001
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Filing Submission 0000912057-01-542226   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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