0000072741-11-000025 Sample Contracts

TRANSMISSION SERVICE AGREEMENT
Guaranty Agreement • February 25th, 2011 • Public Service Co of New Hampshire • Electric services • New York

This TRANSMISSION SERVICE AGREEMENT (this "Agreement"), dated as of October 4, 2010 (the "Execution Date"), is made and entered into by and between Northern Pass Transmission LLC, a limited liability company organized and existing under the laws of the State of New Hampshire ("Owner"), and H.Q. Hydro Renewable Energy, Inc., a corporation organized and existing under the laws of the State of Delaware ("Purchaser"). Owner and Purchaser are hereinafter sometimes also referred to individually as a "Party" or collectively as the "Parties."

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AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • February 25th, 2011 • Public Service Co of New Hampshire • Electric services

This AMENDMENT NO. 2 (this “Amendment”), dated as of December 16, 2010 and effective as of October 16, 2010, amends the Agreement and Plan of Merger, dated as of October 16, 2010, as amended on November 1, 2010 (the “Agreement”), by and among Northeast Utilities, a Massachusetts business trust and voluntary association (“Northeast Utilities”), NU Holding Energy 2 LLC, a Massachusetts limited liability company and a direct wholly owned Subsidiary of Northeast Utilities, NU Holding Energy 1 LLC, a Massachusetts limited liability company and a direct wholly owned Subsidiary of Northeast Utilities, and NSTAR, a Massachusetts business trust and voluntary association (“NSTAR”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER
The Agreement and Plan of Merger • February 25th, 2011 • Public Service Co of New Hampshire • Electric services

This AMENDMENT NO. 1 (this “Amendment”), dated as of November 1, 2010 and effective as of October 16, 2010, amends the Agreement and Plan of Merger (the “Agreement”), dated as of October 16, 2010, by and among Northeast Utilities, a Massachusetts business trust and voluntary association (“Northeast Utilities”), NU Holding Energy 2 LLC, a Massachusetts limited liability company and a direct wholly owned Subsidiary of Northeast Utilities, NU Holding Energy 1 LLC, a Massachusetts limited liability company and a direct wholly owned Subsidiary of Northeast Utilities and NSTAR, a Massachusetts business trust and voluntary association (“NSTAR”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN PASS TRANSMISSION LLC, a New Hampshire Limited Liability Company Dated as of April 6, 2010
Limited Liability Company Agreement • February 25th, 2011 • Public Service Co of New Hampshire • Electric services • New Hampshire

This LIMITED LIABILITY COMPANY AGREEMENT (“Agreement”) of Northern Pass Transmission LLC, a New Hampshire limited liability company (the “Company”), is made and entered into as of the Effective Date, by and between NU Transmission Ventures, Inc., a Connecticut corporation (“NU Ventures”) and NSTAR Transmission Ventures, Inc., a Massachusetts corporation (“NSTAR Ventures”).

AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT OF NORTHERN PASS TRANSMISSION LLC, a New Hampshire Limited Liability Company
Limited Liability Company Agreement • February 25th, 2011 • Public Service Co of New Hampshire • Electric services

This AMENDMENT NO. 2 TO LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) of Northern Pass Transmission LLC, a New Hampshire limited liability company (the “Company”), made and entered into as of November 18, 2010, amending that certain Limited Liability Company Agreement dated as of April 6, 2010 (“Agreement”) by and between NU Transmission Ventures, Inc., a Connecticut corporation (“NU Ventures”) and NSTAR Transmission Ventures, Inc., a Massachusetts corporation (“NSTAR Ventures,” each a “Member,” and collectively, “Members”),

LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • February 25th, 2011 • Public Service Co of New Hampshire • Electric services

This AMENDMENT NO. 1 TO LIMITED LIABILITY COMPANY AGREEMENT (“Amendment”) of Northern Pass Transmission LLC, a New Hampshire limited liability company (the “Company”), made and entered into as of May , 2010, amending that certain Limited Liability Company Agreement dated as of April 6, 2010 (“Agreement”) by and between NU Transmission Ventures, Inc., a Connecticut corporation (“NU Ventures”) and NSTAR Transmission Ventures, Inc., a Massachusetts corporation (“NSTAR Ventures,” each a “Member,” and collectively, “Members”),

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 25th, 2011 • Public Service Co of New Hampshire • Electric services • Connecticut
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