POWER SUPPLY AGREEMENT Between NEW HAMPSHIRE ELECTRIC COOPERATIVE And ENRON POWER MARKETING, INC.

POWER SUPPLY AGREEMENT

Between

NEW HAMPSHIRE ELECTRIC COOPERATIVE

And

ENRON POWER MARKETING, INC.

This POWER SUPPLY AGREEMENT (“Agreement”) is made and entered into as of

, 2000 by and between New Hampshire Electric Cooperative, Inc., having its principal place of business at 000 Xxxxxx Xxxxxxxx Xxxxxxx, Xxxxxxxx, XX 00000, hereinafter referred to as “SELLER,” and Enron Power Marketing, Inc., a ___________ corporation, with its principal place of business at ___________, Houston, Texas hereinafter referred to as “BUYER” (collectively the “Parties”).

ARTICLE 1

TERM OF SERVICE

1.1 Term of Service. This Agreement shall become effective on hour ending (“HE”) 0100, Eastern Prevailing Time (“EPT”) on July 1, 2000 and shall remain in effect through HE 2400, EPT, on August 31, 2000 and terminate on this date at this time (“Transaction Period”).

1.2 Conditions to the Effective Date of the Term of Service. This Agreement shall become effective upon the approval of the SELLER’s Board and its acceptance by the Federal Energy Regulatory Commission (“FERC”).

SELLER shall file this Agreement with FERC in accordance with the FERC’s rules. SELLER shall request that FERC accept this Agreement for filing without modification or condition, with service hereunder to be effective commencing on July 1, 2000. The BUYER shall provide reasonable support for such filing. Except as set forth in the Article 1.2. BUYER shall have no obligations hereunder if FERC fails to accept this Transaction for filing.

In the event that the FERC requires changes to any provision of this Agreement which create a material adverse impact on either Party, the adversely impacted Party may seek to negotiate such changes to this Agreement as may be necessary to restore the balance of consideration hereunder. If the Parties are unable to negotiate such changes that are satisfactory to each Party within five (5) Business Days after the FERC Order or the FERC does not accept the changes negotiated by the Parties hereunder, then either party shall have the right to terminate this Agreement by giving written notice of termination to the other Party, in which event this Agreement shall be null and void and of no further force and effect from and after the date of termination.

ARTICLE 2

TYPE OF TRANSACTION

Type of Transaction. Unit Entitlement from the Seabrook Nuclear Power Plant, Asset ID No. 555 (“Unit”).

ARTICLE 3

PURCHASE PRODUCT AND AMOUNT

Purchase Product and Amount. SELLER shall sell and BUYER shall buy SELLER’s joint ownership interest of 2.173913% or approximately 25 MW of Seasonal Claimed Capability (for Installed Capability), High Operating Limit for the hour (for Operable Capability), related Energy from the Unit and an equal entitlement percentage for such other NEPOOL products as may be specified as available from the Unit by NEPOOL or the New England Independent System Operator (“ISO-NE”) in conformance with the most current NX-12 form for the Unit under the terms, rates and charges set forth herein (“Purchase Product and Amount”). Installed Capability, Operable Capability and Energy are as defined in the Restated NEPOOL Agreement.

The sale of the Purchase Product and Amount will be accomplished through an Internal Unit Contract as defined in NEPOOL Market Rules and Procedures # 12. The Purchase Product and Amount will be for the sole benefit of BUYER’s settlement account with the ISO-NE. In the event that ISO-NE provides uplift payments (whether for transmission congestion or otherwise) to the Unit, BUYER will be the sole beneficiary of such payments associated with SELLER’s entitlement share of the Unit.

ARTICLE 4

UNIT OPERATING INFORMATION AND NOTIFICATION

Unit Operation.. The Unit is operated by North Atlantic Energy Services Company (“NAESCO”). NAESCO is solely responsible for scheduling, bidding and/or dispatching of the Unit with the ISO-NE. The Unit normally will be dispatched as a self-scheduled unit. The SELLER shall provide BUYER a copy of each bid submitted to ISO-NE at the time the SELLER receives such bid. In addition, SELLER shall provide BUYER with any and all information it receives relating to the operating status or availability of the Unit, and SELLER shall use best efforts to furnish such information to BUYER as soon as practicable from the time that SELLER receives such information.

ARTICLE 5

DELIVERY POINT

Delivery Point. The Purchase Product and Amount described in Article 3 above shall be delivered by SELLER to BUYER at the NEPOOL Pool Transmission Facilities (“PTF”) in New Hampshire (“Delivery Point”).

ARTICLE 6

TRANSMISSION

Transmission. SELLER shall be responsible for any transmission arrangements, including transmission losses and services necessary to deliver and transmit the Purchase Product and Amount sold hereunder to the Delivery Point. BUYER shall be responsible for any transmission arrangements, including transmission losses and loss charges and any ancillary service necessary to receive and transmit Purchase Product and Amount bought hereunder from the Delivery Point.

ARTICLE 7

PRICE TERMS

7.1 Energy Charge: The Energy Charge shall be the charge set forth in Appendix A to this Agreement.

7.2 Calculation of Monthly Charge: The BUYER’s total Monthly Charge shall be the product of the monthly Energy Charge as set forth in Article 7.1 above times the net energy output in megawatt-hours delivered by SELLER to the Delivery Point in such month, multiplied by the Energy Charge.

7.3 No Liability for Additional Costs. Except as set forth in Articles 6, 10 and 13, in no event shall BUYER be liable for any additional costs associated with the Unit, including but not limited to taxes, penalties, fines, decommissioning costs, stranded costs or other capital costs or expenses.

ARTICLE 8

BILLING AND PAYMENT

8.1 Presentation and Payments. Unless otherwise agreed: (i) SELLER shall a submit billing statement and invoice for the Purchase Product and Amount delivered to the Delivery Point as defined under this Agreement and the respective amounts due under the terms of this Agreement promptly after delivery of such products and amounts to BUYER, and no later than thirty (30) days after delivery; (ii) such invoices may be delivered to BUYER by mail, express mail, courier, facsimile or by electronic means; (iii) all such invoices shall be due and payable in immediately available funds not later than the Due Date, defined as the earlier of twenty (20) days after receipt or thirty (30) days after the date of invoice; (iv) any amounts not paid when due shall be deemed delinquent and shall then accrue interest from the Due Date to the date of payment at the prevailing prime rate provided for refunds under the Federal Energy Regulatory Commission’s (“FERC”) regulations (18 C.F.R. Section 35.19a or any successor thereto); and (v) all remittances for payment shall be made in immediately available funds from BUYER’s funds, and as long as the Purchase Product and Amount has been delivered to the Delivery Point payments due hereunder shall not be subject to any reduction by offset or otherwise. Pending the availability of actual data, xxxxxxxx may be based upon estimates, subject to true-up when actual data becomes available. Except for bills disputed in accordance with the provisions of Article 8.2 below, if BUYER fails to pay any amounts when due, SELLER shall have the right to (i) suspend performance under this Agreement until such amounts, plus interest, have been paid, and/or (ii) exercise any remedy available at law or in equity to enforce payment of such amount plus interest.

8.2 Disputed Xxxx. Each xxxx shall be subject to adjustment for any errors in arithmetic, computation, estimating, or otherwise. The Parties shall use their reasonable best efforts to resolve disputes promptly. If after such good faith negotiations, the Parties are unable to resolve the dispute, the Parties may: (i) by mutual agreement, submit the dispute to binding arbitration or other alternative dispute resolution rules and procedures to which both Parties agree; or (ii) pursue any legal or equitable remedies that may be available. Unless otherwise agreed, in case of a dispute to any portion of any xxxx, as long as the Purchase Product and Amount has been delivered to the Delivery Point, the amount in dispute shall be deposited to an interest bearing escrow account by the Party that disputes the amount to be paid until the dispute has been resolved. Unless otherwise agreed, upon final determination of the correct xxxx amount, any necessary billing adjustments shall be made within thirty (30) days, together with interest from the due date for payment of the xxxx, calculated at the rate provided under the FERC’s regulations (18 C.F.R. Section 35.19a or any successor thereto). BUYER’s payment of a xxxx (whether or not under protest) shall not affect any legal or equitable rights a Party may have to challenge the correctness of the xxxx within the time limitations established in Article 8.3 below.

8.3 Challenge to Bills. Unless otherwise agreed: (i) either Party may challenge, in writing, the correctness of any xxxx or billing adjustment no later than twelve (12) months after the date payment of such xxxx or billing adjustment is due; (ii) if a Party does not challenge the correctness of a xxxx or billing adjustment within such twelve (12) month period, such xxxx or billing adjustment shall be binding upon that Party and shall not be subject to challenge; and (iii) where it is determined as a result of a billing challenge that an adjustment to a xxxx or billing adjustment is appropriate, such adjustment shall include interest accrued at the rate provided under the FERC’s regulations (18 C.F.R. Section 35.19a and any successor thereto), and shall be made in the month following such determinations.

ARTICLE 9

TRANSFER OF TITLE

Transfer of Title. Title to the Purchase Product and Amount delivered or received hereunder shall transfer from SELLER to BUYER at the Delivery Point.

ARTICLE 10

TAXES

Taxes. SELLER shall pay or cause to be paid all taxes on or with respect to the sale of the Purchase Product and Amount hereunder incurred to the Delivery Point. BUYER shall pay or cause to be paid all taxes on or with respect to the Energy purchased hereunder incurred at and after delivery of the Purchase Product and Amount to the Delivery Point.

ARTICLE 11

FORCE MAJEURE

Force Majeure. In the event that either of the Parties should be delayed in, or prevented from performing or carrying out any of the agreements, covenants and obligations made by, and imposed by this Agreement, said Party by reason of or through Force Majeure, then and in such case(s), both Parties shall be relieved of performance thereunder and neither Party shall be liable to the other Party for, or on account of, any loss, damage, injury or expense (including consequential damages and cost of replacement power) resulting from, or arising out of any such delay or prevention from performing; provided, however, the excuse from performance will be of no greater scope and of no longer duration than is reasonably required by the Force Majeure, and the Party suffering such delay or prevention shall notify the other Party and use due, and its judgment, practical diligence to remove the cause(s) thereof. Neither Party shall be required by the forgoing provisions to settle a strike affecting it except when, according to its best judgment, such a settlement seems advisable.

Force Majeure shall mean any cause beyond the reasonable control of, and not the result of negligence, or the lack of diligence of, the Party claiming Force Majeure. Force Majeure shall not include economic harm to either Party. It will include, without limitation, strike, stoppage in labor, failure of contractors or suppliers of materials, shortage of fuel, riot, fire, flood, ice, invasion, civil war, commotion, insurrection, blockades, embargoes, sabotage, epidemics, explosions, military or usurped power, order of any court granted in any bona fide adverse legal proceeding or action, order of any civil or military authority (either de facto or de jure and including orders of governmental and administrative agencies which conflict with the terms of this (Agreement), acts of God or public enemies, failure or malfunction or outage of transmission facilities and actions of an independent system operator or power pool (ISO-New England), failure, malfunction or outage of the Unit.

ARTICLE 12

EVENTS OF DEFAULT

Notwithstanding the foregoing, and in addition to any other remedy available to it, pursuant to this Agreement, either Party shall be entitled to terminate this Agreement upon the occurrence of an Event of Default, as defined in this Article 12. Except for the Events of Default, the occurrence of the conditions set forth in Article 1.2, or the failure to provide the financial guarantee as required in Article 17, this Agreement may not be cancelled by either Party before the end of the Term set forth in Article 1.1 above.

12.1 For purposes of this Agreement, each of the following shall constitute an event of default (“Event of Default”) with respect to a Party (the “Defaulting Party”).

12.1(a) Failure by the Defaulting Party to make, when due, any payment required under this

Agreement from the Defaulting Party to the other Party (“Non-Defaulting Party”) and provided

that the payment is not the subject of a good faith dispute; or

12.1(b) The Defaulting Party shall:

(i) make a general assignment for the benefit of creditors without the BUYER’s written

consent except as provided in Article 15;

(ii) file a petition or otherwise commence, authorize or consent to the commencement

of a proceeding, or cause of action, under any bankruptcy or similar law for the

protection of creditors, or have such petition filed against it and such petition is

not stayed, withdrawn or dismissed within sixty (60) days after such filing;

(iii) a court of competent jurisdiction shall determine that such Defaulting Party is

generally not paying its debts as such debts become due or such Defaulting Part is

bankrupt; or

(iv) admit in writing its inability to pay its debts generally as they become due.

12.2 A Non-Defaulting Party has the option of terminating this Agreement for an Event of Default caused by the Defaulting Party.

For Events of Default covered under 12.1(a), the SELLER shall have the right to suspend

performance under this Agreement as provided in Article 8.1. For an Event of Default under

Article 12.1(a) the SELLER has to send written notice to the BUYER. After receiving written

notice of non-payment the BUYER shall have thirty (30) days to cure the default and make

payment with interest as provided in Article 8.1. If the BUYER has not made payment within this thirty (30) day period then the SELLER may send written notice of termination so long as this Event of Default is continuing, establishing an Early Termination Date to occur between five (5) and thirty (30) days from the receipt of such written notice.

For Events of Default covered under Article 12.1 (b), the Defaulting Party shall have an

opportunity to cure the default within five (5) day of receiving notice from the Non-Defaulting

Party as provided herein. The Non-Defaulting Party shall send written notice to the Defaulting

Party, which shall establish a date upon which this Agreement shall terminate which date shall be

between five and thirty days after the Non-Defaulting Party sends notice (“Early Termination

Date”).

ARTICLE 13

INDEMNIFICATION

Indemnification. Each Party shall at all times indemnify, defend, and save harmless the other Party from, any and all damages, losses, claims, including claims and actions relating to injury to or death of any person or damage to property, demands, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations by or to third parties, on its side of the Delivery Point(s), in any manner directly or indirectly arising out of or resulting from, connected with or growing out of the performance or non-performance of this Agreement, except in cases of gross negligence or willful misconduct by the other Party, its agents, servants, contractors or employees. BUYER’s liability shall be limited by the Massachusetts Tort Claims Act, X.X. x. 258 (or any successor thereto).

ARTICLE 14

LIMITATION OF LIABILITY

Limitation of Liability. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY FOR DAMAGES SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES HEREBY ARE WAIVED. IF NO MEASURE OF DAMAGES IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY SHALL BE LIMITED TO DIRECT DAMAGES ONLY AND ALL OTEHR DAMAGES SHALL BE WAIVED. HOWEVER, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE.

14.2 Liability. The BUYER acknowledges that the actual amount of NEPOOL Products received by the BUYER will depend on the performance of the Unit, which may be affected by, among other things, decisions made by the Unit’s operator pursuant to its responsibilities under the applicable ownership and operating agreements, NRC requirements and the manner in which it bids the Unit into ISO New England. The BUYER expressly assumes all of the risk of the Unit’s operability and availability during the Term. Neither the SELLER nor any of its officers, directors, trustees or employees, shall be responsible for failing to supply any minimum quantity of NEPOOL Products from the Unit due to the unavailability or inoperability of the Unit, and they shall not be liable to the BUYER in tort, contract or otherwise for any costs or damages of any kind whatsoever resulting from the failure to supply NEPOOL Products in any minimum amount, or a deficiency in the quantity of service from the Units. Notwithstanding the foregoing, SELLER will be responsible for selling any portion of the Purchase Product and Amount which the ISO-NE deems to be available from the Unit during period(s) in which the Unit is unavailable or inoperable, under the terms and conditions specified herein.

ARTICLE 15

ASSIGNMENT

Assignment. The Agreement shall inure to the benefit of, and shall be binding upon, the Parties hereto and their respective heirs and assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person other than SELLER and BUYER rights or remedies hereunder. BUYER shall not assign or transfer, in whole or in part, this Agreement without the written consent of SELLER, which shall not be unreasonably withheld; provided, however, that BUYER may assign this Agreement as part of a system sale, as part of an arrangement with another entity or as a sale to ISO-New England, so long as BUYER remains liable to SELLER for all of its obligations under this Agreement and the assignee has credit status which, in SELLER’s sole reasonable opinion, is at least as sound as that of BUYER. SELLER may assign this Agreement to an affiliate company with the written consent of BUYER, which shall not be unreasonably withheld, except that written consent shall not be required in the case of (a) an assignment or transfer to a successor in the operation of the assignor’s or transferor’s properties by reason of a merger, consolidation, sale or foreclosure, where substantially all of such properties are acquired by such successor; (b) an assignment or transfer of all or part of the assignor’s or transferor’s properties or interests to a wholly-owned subsidiary of the assignor or transferor or to another company in the same holding company as the assignor or transferor, or (c) a transfer, pledge or assignment of its rights to receive performance under a transaction as security for any financing by SELLER with financial institutions, as long as such assignee has an investment grade rating and the same technical and financial ability as SELLER to perform all of SELLER’s obligations under the Agreement, such assignee undertakes the legal obligations to perform all of SELLER’s obligations under the Agreement and SELLER shall remain liable for all of its obligations under the Agreement.

ARTICLE 16

CONFIDENTIALITY

The Parties consider the pricing terms of this Agreement to be sensitive commercial information. Accordingly, the Parties shall not disclose the pricing terms of this Agreement to any third party unless and to the extent required to make such disclosure by action of a court or other government authority (including but not limited to the New Hampshire Public Utilities Commission and FERC.) At the time this Transaction is filed with the FERC (or with any other Agency/Authority), SELLER shall request that FERC (or any other Agency/Authority) afford confidential treatment to such pricing terms; provided that failure of the FERC to accept this Agreement without modification or condition and shall not be a basis for either party to seek termination or modification to this Agreement.

ARTICLE 17

CREDIT GUARANTEE

BUYER agrees to provide SELLER with a financial payment guarantee of its obligations hereunder in the amount of one million ($1,000,000) dollars (“Guarantee”). The Guarantee shall be in a form reasonably acceptable to SELLER. The Guarantee shall be agreed to and provided to SELLER by June 1, 2000 and this Agreement shall terminate if no guarantee is agreed to and delivered by such date, unless otherwise agreed to by the Parties. (Add language indicating we will provide a Corporate Parent Guarantee?)

ARTICLE 18

REPRESENTATIONS AND WARRANTIES

As a material inducement to entering into this Agreement, each Party, with respect to itself, represents and warrants to the other Party as follows throughout the Term hereof:

18.1 It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified to conduct its business in those jurisdictions necessary to perform this Agreement.

18.2 It has all regulatory authorizations necessary for it to legally perform its obligations under this Agreement and no consents of any other Party and no act of any other governmental authority is required in connection with the execution, delivery and performance of this Agreement, except as specifically set forth herein, including but not limited to the condition precedent set forth in Article 1.2 above.

18.3 Subject to the condition precedent set forth in Article 1.2 above, the execution, delivery and performance of this Agreement are within its powers, have been duly authorized by all necessary action and do not violate any of the terms or conditions in its governing documents or any contract to which it is a Party or any law, rule, regulation, order, writ, judgment, decree or other legal or regulatory determination applicable to it.

18.4 This Agreement constitutes a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws affecting creditor's rights generally, and with regard to equitable remedies, to the discretion of the court before which proceedings to obtain same may be pending.

18.5 There are no bankruptcy, insolvency, reorganization, receivership or other proceedings pending or being contemplated by it, or of its knowledge threatened against it.

18.6 There are no suits, proceedings, judgments, rulings or orders by or before any court or any governmental authority that materially adversely affect its ability to perform this Agreement.

18.7 SELLER warrants that it has the right to sell the Contract Product delivered hereunder and that such Contract Product is free from all liens and material adverse claims of any kind.

18.8 SELLER warrants that it is a member of the New England Power Pool.

18.9 BUYER warrants that it is a member of the New England Power Pool.

18.10 BUYER or its financial guarantor for this Agreement have the ______credit rating from the ____________credit agency.

ARTICLE 19

GENERAL PROVISIONS

19.1 Waivers. Any waiver at any time by any Party of its rights with respect to the other Party or with respect to any matter arising in connection with this Agreement shall not be considered a waiver with respect to any other prior or subsequent default or matter.

19.2 Notices. Any notice, demand, or request required or authorized under this Agreement shall be deemed proper if mailed postage prepaid to the person designated in this Agreement or to other such person(s) as may be designated in writing from time to time by the recipient Party.

Notices to SELLER BUYER shall be sent to:

Xxxxxxx Xxxxxxxx

New Hampshire Electric Cooperative, Inc.

000 Xxxxxx Xxxxxxxx Xxxxxxx

Xxxxxxxx, XX 00000-0000

000-000-0000 (phone)

000-000-0000 (fax)

Notices to BUYER SELLER shall be sent to:

Xxxx X. Llodra________________

Manager, East Power Trading________________

Enron North America

00 Xxxxx Xxxxxx

Xxxxxx, XX 01450________________

000-000-0000______________ (phone)

000-000-0000____________ (fax)

19.3 Governing Law and Venue. All disputes arising out of the performance or non-performance under this Agreement shall be settled in the State or Federal Court located in the State of New Hampshire having subject matter jurisdiction and shall be construed in accordance with the laws of the State of New Hampshire, notwithstanding any laws requiring the application of the laws of another state.

19.4 Headings Not to Affect Meaning. The descriptive headings used for the various Articles and sections herein have been inserted for convenience and reference only and shall in no way affect the meaning or interpretation, or modify or restrict any of the terms and provisions hereof.

19.5 No Consent to Violation of Law. Nothing contained herein shall be construed to constitute consent or acquiescence by either Party to any action of the other Party which violates the laws of the United States as those provisions may be amended, supplemented or superseded, or which violates any other law or regulation, or any order, judgment or decree of any court or governmental authority of competent jurisdiction.

19.6 No Dedication of Facilities. Any undertakings or commitments by one Party to the other under this Agreement shall not constitute the dedication of the system or any portion thereof of any Party to the public or to the other Party.

19.7 Relationship to the Parties. Nothing contained in this Agreement shall be construed to create an association, joint venture, partnership or any other type of entity or relationship between SELLER and BUYER, or between either or both of them and any other Party.

19.8 Third-Party Beneficiaries. This Agreement is intended solely for the benefit of the Parties thereto, and nothing therein will be construed to create any duty to, or standard of care with reference to, or any liability to, any person not a Party thereto.

19.9 Entire Agreement. This Agreement and the attached exhibits constitute the entire agreement between the Parties and parol or extrinsic evidence shall not be used to vary or contradict the express terms of this Agreement.

19.10 Records. The Parties shall keep (or as necessary cause to be kept by their respective agents) for a period of at least two years such records as may be needed to afford a clear history of all deliveries of power pursuant to this Agreement. For any matters in dispute, the Parties shall keep the records related to such matters until the dispute is ended. In maintaining or causing to be maintained such records, the Parties shall effect such segregation and allocation as may be needed to properly xxxx delivery of power pursuant to this Agreement.

19.11 Audit. Each Party or any third party representative of a Party shall have the right, at its sole expense, to examine the records of the other Party during normal business hours upon reasonable notice.

19.12 Amendment. This Agreement only shall be amended or modified by the mutual written agreement of both SELLER and BUYER.

19.13 This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

Agreed to as of the date set forth above.

ENRON POWER MARKETING, INC. NEW HAMPSHIRE ELECTRIC

COOPERATIVE, INC.

By: By:

Name: Name:

Title: Title

APPENDIX A

Capacity and Energy Charges

The Energy Charge shall be $62.50 per megawatt-hour for all hours during the Term of this Agreement.

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