Northeast Generation Co – ‘S-4’ on 12/6/01 – EX-23.3

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-23.3   —   (800) 688 – 1933

EX-23.3
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                                                                    Exhibit 23.3

STONE & WEBSTER CONSULTANTS                                                     
---------------------------                                                     
A Shaw Group Company                                                  

INDEPENDENT TECHNICAL CONSULTANTS' CONSENT AND CERTIFICATE  

              October 11, 2001

Salomon Smith Barney Inc.                                                       
388 Greenwich Street                                                            
New York, New York 10013                                                        

Northeast Generation Company                                                    
107 Selden Street                                                               
Berlin, Connecticut 06037                                                       

Ladies and Gentlemen:                                                           

Reference is made to our independent technical consultant's report, "Independent
Technical Review for Refinancing, Northeast Generation Company, initially dated 
September 6, 2001 and updated October 11, 2001," (our "REPORT"). We understand  
that (i) our Report will be used by the purchasers of Northeast Generation      
Company's 4.988% Series A Senior Secured Bonds due 2005 (the "SERIES A BONDS")  
and 8.812% Series B Senior Secured Bonds due 2026 (the "SERIES B BONDS", and    
collectively with the Series A Bonds, the "BONDS") in evaluating Northeast      
Generation Company's facilities, and (ii) in reliance upon the Report's         
conclusions and our experience in the review of the operation of generating     
facilities and the preparation of financial projections with respect to revenues
from the operation of generating facilities, our Report (a) has been included as
an appendix to the preliminary offering memorandum relating to the issuance and 
sale of the Bonds (the "PRELIMINARY OFFERING MEMORANDUM"), (b) has been included
as an appendix to the final offering memorandum relating to the issuance and    
sale of the Bonds (the "FINAL OFFERING MEMORANDUM"), and (c) will be included in
the registration statement (the "REGISTRATION STATEMENT") which will be filed   
with the United States Securities and Exchange Commission by Northeast          
Generation Company in connection with the exchange of the outstanding Bonds for 
registered bonds.                                                               

                 We hereby (i) consent to such inclusion, subject to the terms
and conditions of our agreement with Northeast Generation Company and the       
associated Limits of Liability, and to the reference to us as experts under the 
heading "Experts", in each of the Preliminary Offering Memorandum, the Final    
Offering Memorandum and the Registration Statement, and (ii) certify that our   
Report is, to the best of our belief, true, correct and complete in all material
respects as of the date hereof.                                                 

Sincerely,
      S&W Consultants,
          a Shaw Group company

       /s/ Debra Richert

                        ----------------------------------
           Name:   Debra Richert
                  Title:  Executive Consultant

 STONE & WEBSTER CONSULTANTS, INC.
One Bowdoin Square, Boston, MA 02114 Tel: 617.589.2000 Fax: 617.589.1372
 New York Houston Boston Denver Washington, DC Schenectady Milton Keynes

Dates Referenced Herein

This ‘S-4’ Filing		Date		Other Filings
Filed on:		12/6/01		None on these Dates
		10/11/01
		9/6/01
				List all Filings