Northeast Generation Co Sample Contracts

Northeast Generation Co – SECURITY AGREEMENT AND FIXTURE FILING (December 6th, 2001)

Exhibit 10.5 FORM OF MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Recording requested by: COMMONWEALTH LAND TITLE INSURANCE COMPANY This Mortgage was prepared by and when recorded should be mailed to: Bruce T. Gardner, Esq. Milbank, Tweed, Hadley & McCloy LLP 1 Chase Manhattan Plaza New York, New York 10005 -------------------------------------------------------------------------------- Space above this line for recorder's use MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING KNOW ALL PERSONS BY THESE PRESENTS: THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this "MORTGAGE") is made as of October 18, 2001 by NORTHEAST GENERA

Northeast Generation Co – SECURITY AGREEMENT (December 6th, 2001)

EXHIBIT 10.4 CONFORMED COPY SECURITY AGREEMENT SECURITY AGREEMENT dated as of October 18, 2001, between Northeast Generation Company, a corporation organized and existing under the laws of Connecticut (the "COMPANY"), and The Bank of New York, a New York banking corporation as trustee for the benefit of the Holders (in such capacity, together with its successors in such capacity, the "TRUSTEE"). The Company and the Trustee are parties to an indenture dated as of October 18, 2001 (as modified and supplemented and in effect from time to time, the "INDENTURE"), providing, subject to the terms and conditions thereof, for the creation and issuance of the Company's bonds, debentures, notes or other evidences of indebtedness to be issued in one or more series (collectively, "BONDS"), including its 4.998% Se

Northeast Generation Co – TAX ALLOCATION AGREEMENT DATED AS OF (December 6th, 2001)

Exhibit 10.8.1 FIRST AMENDMENT TO THE AMENDED AND RESTATED TAX ALLOCATION AGREEMENT DATED AS OF JANUARY 1, 1990 This Amendment, dated as of October 26, 1998, to the Amended and Restated Tax Allocation Agreement, dated as of January 1, 1990 (the "Agreement"), is made by and among Northeast Utilities (the "Parent Company") and The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water Power Company, Northeast Utilities Service Company, Northeast Nuclear Energy Company, Holyoke Power and Electric Company, The Rocky River Realty Company, The Quinnehtuk Company, Research Park, Inc., Charter Oak Energy, Inc., HEC, Inc., Public Service Company of New Hampshire, Properties Inc., North Atlantic Energy Corporation, North Atlantic Energy Service Corporation, COE Development Corporation, COE Argentina II Corp.,

Northeast Generation Co – EXCHANGE AGENT AGREEMENT (December 6th, 2001)

Exhibit 10.13 ___________, 20__ FORM OF EXCHANGE AGENT AGREEMENT The Bank of New York 101 Barclay Street, Floor 21 West New York, New York 10286 Attention: Corporate Trust Administration Ladies and Gentlemen: Northeast Generation Company, a Connecticut corporation (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange (i) all of its outstanding $120,000,000 aggregate principal amount 4.998% Series A Senior Secured Bonds due 2005 (the "Series A Bonds") for up to $120,000,000 aggregate principal amount of its 4.998% Series A-1 Senior Secured Bonds due 2005 (the "Series A-1 Bonds") and (ii) all of its outstanding $320,000,000 aggregate principal amount 8.812% Series B Senior Secured Bonds due 2026 (the "Series B Bonds") fo

Northeast Generation Co – GUARANTY (December 6th, 2001)

Exhibit 10.2 GUARANTY Dated as of October 18, 2001 From NORTHEAST UTILITIES AS GUARANTOR in favor of NORTHEAST GENERATION COMPANY GUARANTY GUARANTY dated as of October 18, 2001 made by Northeast Utilities, a Massachusetts voluntary business association (the "GUARANTOR"), in favor of Northeast Generation Company, a Connecticut corporation (the "SELLER"). PRELIMINARY STATEMENT. Select Energy, Inc., a Connecticut corporation (the "BUYER"), and a wholly owned subsidiary of NU Enterprises, Inc., which is a wholly owned subsidiary of the Guarantor, is party to a Power Purchase and Sales Agreement dated as of December 27,

Northeast Generation Co – SERVICE CONTRACT (December 6th, 2001)

Exhibit 10.7 NORTHEAST UTILITIES SERVICE COMPANY SERVICE CONTRACT AGREEMENT made and entered into as of the 4th day of January, 1999, by and between NORTHEAST UTILITIES SERVICE COMPANY (hereinafter referred to as Service Company) and NORTHEAST GENERATION COMPANY (hereinafter referred to as Associate Company). WHEREAS, by order in File No. 37-65, the Securities and Exchange Commission (hereinafter referred to as SEC) approved and authorized, under the Public Utility Holding Company Act of 1935 (hereinafter referred to as the Act), the organization and conduct of business of Service Company in accordance herewith, as a wholly owned subsidiary service company of Northeast Utilities (hereinafter referred to as Northeast); and WHEREAS, Service Company is willing to render services as provided herein to Northeast and its associated subsidi

Northeast Generation Co – PAGE INTERCONNECTION AND OPERATION AGREEMENT............................................................5 1. DEFIN ITIONS......................................................................... ............6 2. TERM OF AGREEMENT............................................. .................................12 2.1 TERM AND TERMINATION OF AGREEMENT.........................................................12 3. CONTINUING OBLIGATIONS AND RESPONSIBILITIES....................................................12 3.1 INTERCONNECTION SERVICE................................................................... (December 6th, 2001)

Exhibit 10.10 INTERCONNECTION AGREEMENT BY AND BETWEEN WESTERN MASSACHUSETTS ELECTRIC COMPANY AND NORTHEAST GENERATION COMPANY JULY 2, 1999 TABLE OF CONTENTS

Northeast Generation Co – ------------------------------------------------------------------------------- ---------------------------------------------------- PRICE PRICE DELIVERY POINT FACILITIES ($/MWH) ($/kW-YEAR) (PTF SUBSTATION) ------------------------------- ------------------------------------------------------------------------------- --------------------- HOUSATONIC HYDROELECTRIC SYSTEM Falls Village 1-3 32.50 8.88 CL&P PTF (69-kV bus at Falls Village 9A substation) Rocky River 1-3 32.50 8.88 CL&P PTF (115-kV bus at Rocky River substation) Bulls Bridge 1-6 32.50 8.88 CL&P PTF (115-kV bus at Rocky River 12Y subst (December 6th, 2001)

Exhibit 10.1 SELECT ENERGY, INC. AND NGC POWER PURCHASE AND SALES AGREEMENT This Power Purchase and Sales Agreement ("Agreement") is made and entered into as of this 27th day of December, 1999, by and between Select Energy, Inc. a Connecticut corporation with a principal place of business at 107 Selden Street, Berlin, Connecticut 06037 (hereinafter "Select" or "Buyer"), and Northeast Generation Company, a Connecticut corporation with a principal place of business at 107 Selden Street, Berlin, Connecticut 06037 (hereinafter "NGC" or "Seller"). Select and NGC are hereinafter referred to singularly as "Party" and collectively as "Parties" for purposes of this Agreement. WITNESSETH: WHEREAS, NGC and Select are wholly-owned subsidiaries of NU Enterprises, Inc., which in turn is a wholly-owned subsidiary of Northeast Utilities; and WHEREAS, as a result of electric utility restructuring legislation in Connecticut and Massachusetts, Northeast Utilities' electric operating subsidiaries The Conn

Northeast Generation Co – RENEWAL OF SERVICE CONTRACT (December 6th, 2001)

Exhibit 10.7.1 RENEWAL OF SERVICE CONTRACT NORTHEAST UTILITIES SERVICE COMPANY AND NORTHEAST GENERATION COMPANY -------------------------------------------------------------------------------- AGREEMENT, made and entered into as of the thirty-first day of December, 1999, by and between Northeast Utilities Service Company (hereinafter referred to as Service Company) and Northeast Generation Company (hereinafter referred to as Associate Company). WHEREAS, the Service Contract between Service Company and Associate Company expires as of January 4, 2000; and WHEREAS, both companies deem it to be in their best interests to renew the Service Contract for an additional period of one year on the same terms and conditions; WHEREAS, it is desirable to change the renewal date to coincide with the calendar year;

Northeast Generation Co – MANAGEMENT AND OPERATION AGREEMENT (December 6th, 2001)

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 Sec

Northeast Generation Co – PRINCIPAL PRINCIPAL PAYMENT AMOUNT DATES PAYABLE ----- ON SERIES A BONDS ------- April 15, 2002 $ 12,000,000 October 15, 2002 12,000,000 April 15, 2003 13,500,000 October 15, 2003 13,500,000 April 15, 2004 15,750,000 October 15, 2004 15,750,000 April 15, 2005 18,750,000 October 15, 2005 18,750,000 TOTAL $120,000,000 Northeast Generation Supplemental Indenture ------------------------------------------- ABBREVIATIONS The following abbreviations when used in the inscription on the face of this instrument shall be construed as though they were written out in full according to applicable laws or r (December 6th, 2001)

EXHIBIT 4.2 CONFORMED COPY ================================================================================ FIRST SUPPLEMENTAL INDENTURE dated as of October 18, 2001 to INDENTURE dated as of October 18, 2001 among NORTHEAST GENERATION COMPANY and THE BANK OF NEW YORK, as Trustee ================================================================================ TABLE OF CONTENTS ----------------- Page ---- ARTICLE I DEFINITIONS.........................................................2 ARTICLE II THE TERMS OF THE BONDS.............................................8 SECTION 2.1. TERMS OF 4.998% SERIES A SENIOR SECURED BONDS DUE 2005 AND 4.998% SERIES A-1 SENIOR SECURED BONDS DUE 2005........................................8 SECTION 2.2. TERMS OF 8.812% SERIES B SENIOR SECURED BONDS DUE 2026 AND 8.812% SERIES B-1 SENIOR SECURED BONDS DUE 2026...............................10 SECTION 2.3. DENOMINATIONS........................................12 SECTION 2.4. INTEREST AND PRINCIPAL...............

Northeast Generation Co – REGISTRATION RIGHTS AGREEMENT (December 6th, 2001)

Exhibit 4.5 CONFORMED COPY NORTHEAST GENERATION COMPANY, Issuer Senior Secured Bonds REGISTRATION RIGHTS AGREEMENT New York, New York October 12, 2001 Salomon Smith Barney Inc. As Representative of the Initial Purchasers 388 Greenwich Street New York, New York 10013 Dear Sirs: Northeast Generation Company, a corporation organized under the laws of the State of Connecticut (the "Company"), proposes, subject to the terms and conditions stated in a purchase agreement dated October 12, 2001 (the "Purchase Agreement") among the Company and Salomon Smith Barney Inc. ("Salomon"), Barclays Capital Inc. ("Barclays Capital"), and TD

Northeast Generation Co – CONSENT AND AGREEMENT (December 6th, 2001)

EXHIBIT 10.3 CONFORMED COPY CONSENT AND AGREEMENT The undersigned, Select Energy, Inc. ("SELECT ENERGY"), a corporation organized under the laws of the State of Connecticut, and Northeast Utilities ("NU"), an unincorporated voluntary business association organized under the laws of the Commonwealth of Massachusetts (Select Energy and NU are hereinafter referred to individually as "COUNTERPARTY" and collectively, as the "COUNTERPARTIES"), as of October 18, 2001, hereby acknowledge notice of, and consent to, for themselves, the assignment of the agreements listed in Exhibit A hereto (the "ASSIGNED AGREEMENTS") with Northeast Generation Company, a corporation organized under the laws of the State of Connecticut (the "COMPANY"), to the Trustee referred to below, and hereby agrees as follows: The Compan

Northeast Generation Co – TAX ALLOCATION AGREEMENT (December 6th, 2001)

Exhibit 10.8 AMENDED AND RESTATED TAX ALLOCATION AGREEMENT This Agreement, dated as of January 1, 1990, is made by and among Northeast Utilities (the "Parent Company") and The Connecticut Light and Power Company, Western Massachusetts Electric Company, Holyoke Water Power Company, Northeast Utilities Service Company, Northeast Nuclear Energy Company, Holyoke Power and Electric Company, The Rocky River Realty Company, The Quinnehtuk Company, Research Park, Inc., Charter Oak Energy, Inc., and Charter Oak Paris, Inc., and (as of the date on which each of the following companies became a member of the Parent Company affiliated group, as defined in Section 1504(a)(1) of the Internal Revenue Code of 1986, as amended (the "Code")), HEC, Inc., Public Service Company of New Hampshire, North Atlantic Energy Corporation and North Atlantic Energy Service Corporation (here