Steam Supply Termination Agreement

 

	This Steam Supply Termination Agreement ("Termination Agreement") is madeand entered into as of the 29th day of December, 1999, by and between THEHARTFORD STEAM COMPANY ("HSC"), a Connecticut corporation, and DOWNTOWNCOGENERATION ASSOCIATES LIMITED PARTNERSHIP (the "Partnership"), a Connecticutlimited partnership.

	WHEREAS, Independent Energy Operations, Inc. ("IEO"), a Connecticutcorporation, and HSC entered into a Steam Supply Agreement (the "Steam SupplyAgreement") as of December 3, 1987; and

	WHEREAS, IEO assigned its rights and obligations under the Steam SupplyAgreement to the Partnership by an Assignment and Acceptance Agreement, datedAugust 23, 1989; and

	WHEREAS, the Partnership and HSC desire to terminate the Steam SupplyAgreement under certain conditions; and

	WHEREAS, the Partnership has entered into a Termination and ReleaseAgreement (the "Termination and Release Agreement") as of December 21, 1999 withThe Connecticut Light and Power Company ("CL&P"), a specially charteredConnecticut corporation and public service company, a copy of which is attachedhereto as Exhibit A;

	NOW, THEREFORE, in consideration of the premises to and the mutualpromises contained in this Termination Agreement, the parties agree asfollows:

	1.	The Steam Supply Agreement shall terminate at 12:01 a.m. on the dayimmediately following the date of payment by CL&P to the Partnership of$5,500,000 (as that amount may be adjusted) (the "CL&P Payment"), inaccordance with Article II of the Termination and Release Agreement. 

	2.	Upon the termination of the Steam Supply Agreement, the Partnershipshall no longer deliver to HSC and HSC shall no longer take and pay for steam atthe Steam Delivery Point, as defined in the Steam Supply Agreement, and eachparty to the Steam Supply Agreement shall be relieved of all further obligationsarising thereunder except as to payment and other obligations that accrued priorto the time and date of termination.

	3.	In consideration for the Partnership's agreement to terminate theSteam Supply Agreement prior to its scheduled termination date, HSC shall pay tothe Partnership an aggregate of $5,800,000 payable in 116 consecutive monthlyinstallments of $50,000 each (the "HSC Payments"), with the first payment dueand payable on the 30th day following the CL&P Payment and eachsubsequent payment to be made on the same day of the month of each succeedingmonth until the aggregate amount has been paid in full.  The HSC Payments shallbe made by wire transfer of immediately available funds to such account as isdesignated by the Partnership (or any assignee of the Partnership) by writtennotice given to HSC no later than 15 days prior to the date an HSC Payment isdue.

	4.	The Partnership may assign its right to receive the HSC Payments toThe Energy Network, Inc. ("TEN") or any other subsidiary of CTG Resources, Inc.,a Connecticut corporation, without the prior consent of HSC.  No otherassignment of the right to receive such payment shall be permitted without theprior written consent of HSC, which consent may not be unreasonablywithheld.

	5.	The obligations provided for in this Termination Agreement aresubject to the satisfaction or waiver by the parties of the followingconditions:

		(a)	The receipt by the Partnership of the CL&P Payment asprovided for in the Termination and Release Agreement;

		(b)	The termination of the Electricity Purchase Agreement; and

		(c)	The execution by TEN and Hartford Cogeneration AssociatesLimited Partnership of a Partnership Termination Agreement in the form ofExhibit B hereto.

	6.	Mutual Representations.  Each party represents and warrantsto the other party that:

		(a)	the execution, delivery and performance of this TerminationAgreement has been duly authorized by all necessary proceedings;

		(b)	this Termination Agreement constitutes its legal, valid andbinding obligation, enforceable against it in accordance with the terms hereof,except as (i) such enforcement may be subject to bankruptcy, insolvency,reorganization, moratorium or other similar laws now or hereafter in effectrelating to creditors' rights generally, and (ii) the remedy of specificperformance and injunctive relief may be subject to equitable defenses and tothe discretion of the court before which any proceeding therefor may be brought;and

		(c)	there is no action, suit, grievance, arbitration or proceedingpending or, to the knowledge of such party, threatened against or affecting suchparty at law or in equity, before any governmental authority that prohibits orimpairs its ability to execute and deliver this Termination Agreement or toconsummate the transactions provided for herein.

	7.	Governing Law; Jurisdiction; Waivers.  This TerminationAgreement shall be construed in accordance with and governed by the laws of theState of Connecticut, without application of principles of conflicts of law.EACH PARTY HEREBY CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THESTATE OF CONNECTICUT FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF ORRELATING TO THIS TERMINATION AGREEMENT AND THE TRANSACTION.  EACH PARTYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,(a) ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT INSUCH A COURT; (b) ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH COURTHAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (c) ITS RIGHT TO A JURY TRIAL OFANY CLAIM RESULTING HEREFROM.

	8.	Counterparts.  This Termination Agreement may be executed inany number of counterparts, all of which taken together shall constitute one andthe same instrument.

	9.	Amendments.  This Termination Agreement may not be amended,supplemented or otherwise modified, and no provision of this TerminationAgreement may be waived, except by a written instrument signed by each of theparties.

	10.	Assignments.  This Termination Agreement shall be bindingupon, and inure to the benefit of, each party and its successors and assigns;provided that, except as set forth in Section 4 above, no party may assign ortransfer any of its rights or obligations under this Termination Agreementwithout the advance written consent of the other.

	11.	Further Assurances.  Subject to the terms and conditions ofthis Termination Agreement, each party shall execute and deliver such otherdocuments and instruments, provide such materials and information, and take suchother actions as may reasonably be necessary, proper or advisable, to the extentpermitted by applicable law, to fulfill the purposes and intent of thisTermination Agreement.

	12.	Confidentiality.  Each party shall keep confidential, andshall not disseminate to any third party (other than on a confidential basis toits counsel, advisors, lenders and affiliates) or use for any other purpose(except with the written authorization of the other party), the specific termsand conditions of this Termination Agreement and any non-public informationreceived from the other that is marked as confidential or proprietary unlesslegally compelled by deposition, inquiry, request for documents, subpoena, civilinvestigative demand or similar process, or by order of a court, commission ortribunal of competent jurisdiction; or in order to comply with applicable rulesor requirements of any stock exchange, government department or agency or otherregulatory authority, or by requirements of any securities law or regulation orother legal requirement.  The parties shall reasonably coordinate all publicityspecifically relating to the transaction.

	13.	Entire Agreement.  This Termination Agreement sets forththe entire agreement of the parties with respect to the subject matter hereinand takes precedence over all prior understandings.

	14.	Expenses.  Each party shall bear all of its own costs andexpenses incurred by it to consummate the transactions provided for herein,including fees and expenses of their respective counsel, accountants andinvestment advisors.  Notwithstanding the foregoing, if a court determines thata party has failed to perform its obligations herein, then the prevailing partyshall be entitled to recover reasonable attorneys' fees, court costs and otherreasonable expenses incurred in the enforcement or attempted enforcement of theapplicable rights and obligations set forth in this Termination Agreement or ina successful claim for damages based on any breach of this TerminationAgreement.

	15.	Remedies.  Each party acknowledges and agrees that theother party would be damaged irreparably in the event any of the provisions ofthis Termination Agreement are not performed in accordance with their specificterms or otherwise are breached.  Accordingly, each party agrees that the otherparty shall be entitled to an injunction or injunctions to prevent breaches ofthe provisions of this Termination Agreement and to enforce specifically thisTermination Agreement and the terms and provisions hereof in addition to anyother remedy to which it may be entitled, at law or in equity.  In any event, noparty shall have any liability to the other party for special, incidental,indirect or consequential damages for any matter whatsoever associated with theactivities covered by this Termination Agreement.

	16.	Severability. If any provision of this TerminationAgreement shall be held to be invalid, illegal or unenforceable, the validity,legality or enforceability of any of the remaining provisions shall not be inany way affected or impaired, and, to the fullest extent possible, theprovisions hereof shall be constructed so as to give effect of the intentmanifested by all of the terms of this Termination Agreement.

		WHEREFORE, the parties have executed this Termination 

Agreement as of the date first above written. 

 

				THE HARTFORD STEAM COMPANY

 

 

				By:S/ R. L.Babcock                 

				   Name:R. L. Babcock

				   Title: Vice President

				DOWNTOWN COGENERATION ASSOCIATES LIMITED 

				 PARTNERSHIP

 

				By:  The Energy Network, Inc.

				     A General Partner

				     By:S/ R. L.Babcock                 

				        Name:R. L. Babcock

				        Title: Vice President

					  and

		         Hartford Cogeneration Associates 

		         Limited Partnership

			         A General Partner

				       By: Independent Energy

				           Operations, Inc.

				           Its General Partner

				           By:S/ Paul F.Romanelli         
					           Name: Paul F. Romanelli

					           Title:President