uil_exh4-4.htm


    

      EXHIBIT
4.4

      


      GUARANTY
AGREEMENT

      


      


      This GUARANTY AGREEMENT (the
“Guaranty”) is made as of the 5th day
of September, 2008, by UIL
HOLDINGS CORPORATION, a corporation duly organized and existing under the
laws of the State of Connecticut, U.S.A., with its principal office located at
157 Church Street, New Haven, Connecticut  06510 U.S.A. (herein called
"Guarantor"), for the benefit of GE PACKAGED POWER, INC., a
corporation duly organized and existing under the laws of Delaware, with its
head office situated at 1333 West Loop South, Houston, Texas  77027
U.S.A. (herein called "Contractor").  (Guarantor and Contractor are
individually referred to herein as a “Party” and collectively as the
“Parties.”)

      


      


      RECITALS:

      


      WHEREAS, GenConn Devon LLC, a
limited liability company duly organized and existing under the laws of the
State of Connecticut, U.S.A., with its principal office located at 157 Church
Street, New Haven, Connecticut  06510 (herein called "Buyer") is a
wholly-owned subsidiary of GenConn Energy LLC; and

      


      WHEREAS, GenConn Energy LLC is
jointly owned in equal shares by The United Illuminating Company (“UI”), a
specially chartered Connecticut corporation and subsidiary of Guarantor, and NRG
Connecticut Peaking Development LLC (“CPD”) (collectively, UI and CPD being
referred to herein as the “Participants”);

      


      WHEREAS, Contractor has
entered into an agreement with Buyer dated August [27], 2008 (together with the
schedules, annexes, and exhibits thereto and as the same may be amended from
time to time, herein called the “Contract”), for the supply of four LM6000 gas
turbine generators to be installed at Devon Station in Milford, Connecticut (the
“Project”);

      


      WHEREAS, Section 6.2 of the
Contract requires Buyer to obtain and deliver a parent company guarantee of
Buyer’s performance under the Contract from each of the participants;
and

      


      WHEREAS, Guarantor, as
ultimate owner of a 50% share of Buyer, is willing to enter into this Guaranty
to satisfy the conditions of the Contract.

      


      NOW, THEREFORE, in
consideration of the premises and mutual covenants set forth herein, the Parties
hereto agree as follows:

      


      1.  Guarantor
unconditionally and irrevocably guarantees to Contractor that, in the event
Buyer fails to perform or observe the terms and provisions of the Contract,
Guarantor shall immediately upon first demand in writing by Contractor perform
or take such steps as are necessary to achieve performance or observance of such
terms and provisions and shall indemnify and keep indemnified Contractor against
any and all losses, damages, claims, costs, charges, and expenses (“Guaranteed
Obligations”) howsoever arising under the Contract as follows:


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                (a)  

              	
                to
      the extent the Guaranteed Obligations involve or require the payment of
      money or the incurrence of an expense by Guarantor, Guarantor shall be
      responsible for [ * * *
      ] of such payment or expense (the “Guarantor’s
    Share”);

              


      

      
        	
                (b)  

              	
                it
      shall be a condition of Guarantor’s obligation in respect of such payment
      or expense that Contractor shall have made written demand on NRG Energy,
      Inc. (or any successor to NRG Energy, Inc.’s obligations as guarantor) in
      an amount equal to Guarantor’s Share;
and

              


      

      
        	
                (c)  

              	
                in
      no event shall any demand hereunder that involves or requires the payment
      of money or the incurrence of an expense by Guarantor, together with any
      previous demands of such nature hereunder, exceed [ * * * ] of the
      remaining unpaid Contract Price under the
  Contract.

              


      

      


      2.  The
liability of Guarantor hereunder shall not be reduced or discharged by any
alteration in the relationship between Buyer and Contractor which has been
consented to by Buyer in writing (with or without the knowledge or consent of
Guarantor), or by any forbearance or indulgence by Contractor towards Buyer or
Guarantor whether as to payment, time, performance, or otherwise.

      


      3.  Guarantor
agrees to make any payment due hereunder upon first written demand without
set-off or counterclaim and without any legal formality such as protest or
notice being necessary, and waives all privileges or rights which it may have as
a guarantor, including any right to require Contractor to claim payment or to
exhaust remedies against Buyer or any other person.

      


      4.  The
obligations of Guarantor hereunder shall continue in full force and effect until
Buyer has demonstrated its financial capability to continue to carry out its
obligations under the Contract, in a form reasonably acceptable to Contractor,
which shall occur on the earlier of (a) the date the Buyer shall have secured
financing which, together with equity commitments, shall be in an amount
sufficient to pay the Contract Price (the “Financing”) and (b) the date the
Buyer’s direct or indirect owners shall have secured the Financing for the
benefit of the Buyer (alone or in combination with its affiliates).

      


      5.  This
Guaranty and the undertakings herein contained shall be binding upon the
successors and assigns of Guarantor and shall extend to and inure for the
benefit of the successors or permitted assignees of
Contractor.  Contractor may assign, charge, or transfer all or any of
its right, title and interest in this Guaranty upon such terms as Contractor may
think fit to any agent for and on behalf of any syndicate of banks and financial
institutions providing credit and guaranty facilities to Contractor in
connection with the Contract.  Contractor may not otherwise assign or
otherwise transfer any of its rights or obligations
hereunder.  Guarantor may transfer all of its rights and obligations
hereunder by way of assignment or novation to the ultimate parent of a third
party that would qualify as a third party transferee under Article 31 of the
Contract; provided, that such ultimate parent of the third party shall affirm
its assumption of this Guaranty in writing to the Contractor.  Upon
such transfer, Guarantor shall be released of all future obligations
hereunder.  No person other than Contractor or such permitted
assignees as described above is intended as a beneficiary of this Guaranty nor
shall any such person have any rights hereunder.

      


      6.  Notwithstanding
anything to the contrary above, in the event of any claim under this Guaranty,
Guarantor shall be entitled to assert any defense, set-off or counterclaim that
Buyer could assert had such claim been made directly against any person under
the Contract.

      


      7.  In
the event there is any good faith dispute under the Contract that relates to a
sum being claimed under this Guaranty, the obligations under this Guaranty shall
be suspended pending the resolution of such dispute either by agreement of Buyer
and Contractor or by non-appealable final judicial order.
 


      
        
          
            *
* * Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted portions
have been filed separately with the Commission. 

            2

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      8.  This
Guaranty shall be governed by and construed in accordance with the laws of the
State of New York, provided that any provision of such law invalidating any
provision of this Guaranty or modifying the intent of the Parties as expressed
in the terms of this Guaranty shall not apply.

      


      IN WITNESS WHEREOF, the
Parties hereto have caused this Agreement to be executed by their respective
authorized representatives as of the date first written above.

      


      


      



      
        
          
            3

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                 

                UIL
      HOLDINGS CORPORATION

                 

                 

                By:   
      /s/ J.P.
      Torgerson                                                                

                 

                Name:  James
      P. Torgerson

                 

                Title:
      President & CEO

                 

                 

              	
                 

                GENERAL
      ELECTRIC COMPANY

                 

                 

                By:                                                                                   

                 

                Name:  Charles
      Blankenship

                 

                Title:  General
      Manager

                 

                 

              


      

       

       

      4