SETTLEMENT AGREEMENT AND RELEASERelease Agreement |
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Federal Energy Regulatory Commission | Granite State Electric Company | Mayhew Steel Products, Inc | Narragansett Electric Company | NATIONAL ENERGY & GAS TRANSMISSION, INC | National Grid USA Service Company, Inc | NEP and USGenNE Massachusetts Government Land Bank | NEP, Narragansett and USGen Acquisition Corporation | New England Power Company | USGen New England, Inc | USGen Services Company, LLC | USGenNE and TransCanada Hydro Northeast Inc | USGenNE, Massachusetts Electric Company, Nantucket Electric Company | USGenNE, USG Services Company LLC, First Massachusetts Land Company, LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (together with all schedules hereto, this “Agreement”), entered into as of December 9, 2004, is by and among USGen New England, Inc. (“USGenNE” or the “Debtor”) and New England Power Company (“NEP”), The Narragansett Electric Company (“Narragansett”), the Massachusetts Electric Company ("MECO"), the Nantucket Electric Company ("NECO"), Granite State Electric Company ("GSEC"), National Grid USA Service Company, Inc. ("NGUSASC"), National Grid USA for purposes of Sections 4, 5, 6, 7 and 8 of this Agreement ("NGUSA") and affiliated companies (collectively, “National Grid” or the “National Grid Companies”). USGenNE and National Grid shall herein sometimes be referred to separately as “Party” or collectively as “Parties.”
WHEREAS, in 1997, NEP agreed to sell, and USGenNE agreed to purchase, inter alia, substantially all of NEP’s non-nuclear generating assets (fossil and hydroelectric generating stations) with certain related liabilities and obligations, a portfolio of power contracts with independent power producers, and supply obligations. The transaction was consummated on September 1, 1998 pursuant to the Asset Purchase Agreement, dated as of August 5, 1997, by and among NEP, Narragansett and USGen Acquisition Corporation (now known as USGenNE), as amended from time to time (the “NEP Asset Purchase Agreement”), and ancillary agreements, as amended and/or entered into from time to time between and/or among the Parties or some of them (collectively, the “NEP Agreements”).
WHEREAS, on July 8, 2003 (the “Petition Date”), USGenNE filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Maryland, Greenbelt Division (the “Bankruptcy Court”), Case No. 03-30465 (PM) (the “USGenNE Case”).
WHEREAS, on September 5, 2003, USGenNE filed a motion pursuant to Section 365 of the Bankruptcy Code to reject the Quebec Interconnection Transfer Agreement, dated as of September 1, 1998, by and between NEP and USGenNE (“QITA”) and the Parties entered into a Stipulation and Consent Order which provided, inter alia, for the rejection of the QITA and the reservation of rights by NEP to file a claim arising as a result of the rejection and the Debtor’s reservation of rights to object thereto.
WHEREAS, on September 7, 2004, the Debtor filed a motion seeking (i) authorization to enter into the Fossil Asset Purchase and Sale Agreement dated as of September 3, 2004 among USGenNE, USG Services Company LLC, First Massachusetts Land Company, LLC, and Dominion Energy New England, Inc. (the “Fossil APA”) and to sell its fossil fuel facilities and related assets and to assign to the buyer thereof the Second Amended and Restated Wholesale Standard Offer Service Agreement, dated September 1, 1998, between Narragansett and USGenNE, as amended by Amendment No. 1 dated December 23, 1999 (the “NWSOSA”), the First Amended and Restated Agreement for Temporary Implementation and Administration of Wholesale Standard Offer Service Agreements, effective as of March 1, 2003 and executed as of July 2, 2003, between USGenNE, Massachusetts Electric Company, Nantucket Electric Company and Narragansett to be amended in accordance with Section 3d (the “Temporary Implementation Agreement”), and the PSA Performance Support Agreement, dated as of August 5, 1997, between NEP and USGenNE (Massachusetts Government Land Bank) (the “Mass PSA”, and together with the NWSOSA, and the Temporary Implementation Agreement, the “Proposed Assigned Fossil Agreements”) and (ii) Bankruptcy Court approval of notice and bidding procedures with respect to the sale of the fossil assets under Section 363 of the Bankruptcy Code (the “Fossil Sale Motion”).
WHEREAS, on September 29, 2004, the Debtor filed a motion seeking (i) authorization to enter into the Hydro Asset Purchase and Sale Agreement dated as of September 29, 2004 among USGenNE, USG Services Company LLC, and TransCanada Hydro Northeast Inc. (the “Hydro APA”), and to sell its hydro-electric generating facilities and related assets and to assign to the buyer thereof the Lamson & Goodenow agreement, the Mayhew Steel Products, Inc. agreement and the Amended and Restated Lease Indenture, dated June 1, 1998, among Island Corporation, USGenNE and NEP (collectively, the “Proposed Assigned Hydro Agreements” and together with the Proposed Assigned Fossil Agreements, the “Proposed Assigned Agreements”) and (ii) approval of notice and bidding procedures with respect to the sale of the hydro assets pursuant to Section 363 of the Bankruptcy Code (the “Hydro Sale Motion”).
WHEREAS, on September 27, 2004, National Grid filed an objection to the Fossil Sale Motion [Docket No. 1062] and on October 19, 2004, filed an objection to the Hydro Sale Motion [Docket No. 1139]. On November 17, 2004, National Grid filed an Objection to Assignment and Cure Notice with Respect to the Fossil Sale [Docket No. 1261]. Responses to National Grid's objection to the Fossil Sale Motion were filed by USGenNE on November 11, 2004 [Docket No. 1228] and by the Official Committee of Unsecured Creditors of USGen New England, Inc. (the "Committee") on November 12, 2004 [Docket No. 1233].
WHEREAS, in connection with the Fossil Sale Motion, USGenNE and Dominion Energy New England Inc. and certain affiliated companies (“Dominion”) filed a joint application with the Federal Energy Regulatory Commission (“FERC”) pursuant to Section 203 of the Federal Power Act (“FPA”) for authorization for the sale of FERC jurisdictional facilities associated with the fossil generating assets and the transfer of the Proposed Assigned Fossil Agreements. In response thereto, on November 5, 2004, NGUSA filed a protest with the FERC [Docket No. EC05-4-000]. On October 28, 2004, the Committee filed a motion to intervene in this proceeding.
WHEREAS, in connection with the Fossil Sale Motion, Dominion filed applications with the FERC for determination that certain Dominion affiliates are Exempt Wholesale Generators (“EWG”) and in response thereto NGUSA filed Motions to Intervene Out Of Time and Protest [Docket Nos. EG05-4-000, EG05-5-000, EG05-6-000, and EG05-7-000] (the “EWG Protests”).
WHEREAS, on October 29, 2004, USGenNE and TransCanada Hydro Northeast Inc. (“TransCanada” and together with Dominion, the "Buyers"[1]) filed a joint application with FERC under Section 203 of the FPA for authorization for the sale of FERC jurisdictional facilities associated with the hydroelectric generating assets [Docket No. EC05-12-000]. On November 23, 2004, FERC granted NGUSA's request for an extension of NGUSA's deadline to file a protest to December 13, 2004.
WHEREAS, in connection with the Hydro Sale Motion, TransCanada filed applications with the FERC for determination that TransCanada is an EWG [Docket No. EG05-20-000]. On November 23, 2004, FERC granted NGUSA's request for an extension of NGUSA's deadline to file a protest to December 13, 2004.
WHEREAS, in connection with the Hydro Sale Motion, TransCanada and USGenNE filed a joint application for authorization to transfer the licenses for the hydroelectric generating facilities [Project Nos. 1855, 1892, 1904, 2077, and 2323]. The deadline to file interventions or protests is December 13, 2004. NGUSA has not filed a response as of the date of this Agreement.
WHEREAS, on October 22, 2004, the Debtor filed with the Bankruptcy Court a motion to extend its exclusive right to file and solicit a plan of reorganization and National Grid filed an objection thereto [Docket No. 1148].
WHEREAS, NEP filed a Proof of Claim in the USGenNE Case [Claim No. 361] seeking damages in the amount of $10,899,983.23 plus contingent and unliquidated indemnity and other claims for a total asserted claim in an unknown amount and reserved the right to file an amended claim and Narragansett [Claim No. 355], MECO [Claim No. 357], NECO [Claim No. 362], GSEC [Claim No. 356], and NGUSASC [Claim No. 358] each, respectively, filed Proofs of Claim in the USGenNE Case (the NEP, Narragansett, MECO, NECO, GSEC and NGUSASC claims along with any other claims filed by any of the National Grid Companies collectively shall be referred to as the “National Grid Claim”).
WHEREAS, USGenNE and National Grid have engaged in extensive settlement negotiations regarding the resolution of all existing issues among the Parties hereto, and those discussions have resulted in this Agreement.
NOW, therefore, in consideration of the premises and the mutual covenants and agreements contained herein, and other good and valuable consideration, NEP, Narragansett, MECO, NECO, GSEC, NGUSASC, NGUSA and National Grid for itself, its affiliates, subsidiaries and for its successors and permitted assigns, and USGenNE, for itself, its successors and permitted assigns and for First Massachusetts Land Company, LLC and USGen Services Company, LLC, hereby agree as follows:
National Grid Claims in the Debtor’s Chapter 11 Case
1. As set forth below, National Grid shall have only the following claims
against USGenNE: (i) the National Grid Allowed Claim including any applicable
interest as set forth in Section 2 below, (ii) the National Grid Administrative
Claim and (iii) the Preserved Claims as set forth in Schedule I, which Schedule
I is incorporated into and made a part of this Agreement, all as defined herein
below, and in consideration therefore, except as expressly provided for herein,
no other claims of USGenNE and National Grid with respect to each other shall
survive after the Approval Date as defined herein below.
2. The Parties stipulate and agree that National Grid has an allowed
pre-petition unsecured claim against USGenNE equal to and no greater than $195
million (the “National Grid Allowed Claim”), which shall not
be disallowed, reduced, or subordinated for any reason whatsoever, and is not
subject to any offset or reduction for any reason, in full and final
satisfaction of the National Grid Claim, including any claims arising under or
in connection with the NEP Agreements including the breach, rejection or
assumption and assignment of such agreements and excluding only the claims and
rights listed on Schedule I attached hereto (the “Preserved
Claims”). On the Approval Date (as defined in Section 15 below),
National Grid’s Proofs of Claim will be deemed amended to reflect a single
unsecured claim in the allowed amount of $195 million without the necessity of
filing amended claims. The National Grid Allowed Claim shall be deemed to
include claims National Grid may assert for damages arising from the rejection
or breach of the contracts identified on Schedule II, which is attached hereto
and incorporated into and made a part of this Agreement, which contracts shall
be deemed rejected or breached, as applicable, as of the respective dates set
forth on Schedule II (the “Schedule II Contracts”). The
National Grid Allowed Claim shall not include the Preserved Claims or the
National Grid Administrative Claim. The National Grid Allowed Claim shall be
paid in accordance with a confirmed plan of reorganization in the USGenNE Case
or as otherwise provided under the Bankruptcy Code. If the plan of
reorganization in the USGenNE Case provides for payment of interest to holders
of unsecured claims, then National Grid shall be entitled to receive interest on
only $17 million of the National Grid Allowed Claim from April 1,
2004 to the date the National Grid Allowed Claim is paid, at the same interest
rate and on the same terms as provided to other general unsecured creditors
under the plan of reorganization. National Grid shall not be entitled to
receive interest on the balance of the National Grid Allowed Claim.
3. a. The Parties stipulate and agree that National Grid shall have an
allowed administrative claim in the amount of $10 million (“National
Grid Administrative Claim”), which shall not be disallowed, reduced,
or subordinated for any reason whatsoever and is not subject to any offset or
reduction for any reason, in full and final satisfaction of claims asserted or
that may be asserted by the National Grid Companies (other than the Preserved
Claims) under the Second Amended and Restated Wholesale Standard Offer Service
Agreement, dated September 1, 1998, between MECO, NECO and USGenNE (the
“MWSOSA” and together with the NWSOSA, the
“WSOSAs”), the NWSOSA, and the Temporary Implementation
Agreement through the date of the closing of the sale of the fossil assets.
Within ten (10) days after the Approval Date, USGenNE shall pay the National
Grid Administrative Claim in cash to the account or accounts specified by
National Grid in full and final settlement of the National Grid
Administrative Claim. Other than the Preserved Claims and the National Grid
Administrative Claim, National Grid shall not assert any other administrative
claims against USGenNE or its estate for the period from the Petition Date to
the date of this Agreement. National Grid shall have no right to receive any
fees, expenses, charges, interest, or other amounts in addition to or relating
to the National Grid Administrative Claim since the Parties agree that, subject
to the Preserved Claims, all as set forth below, $10 million is the maximum that
can be distributed to National Grid from the Debtor or its estate on account of
the National Grid Administrative Claim.
b. Any and all Preserved Claims (other than Preserved
Claims under items 6 and 7 of Schedule I) shall constitute administrative claims
in the USGenNE Case, shall not be part of the National Grid Administrative
Claim, and, to the extent allowed, shall be paid by the
Debtor.
c. Nothing contained herein shall be deemed to release any claim any National Grid Company may have against the assignee of a Proposed Assigned Agreement for actions taken by the assignee from and after the respective date of assignment of the same pursuant to the closing of the sales of the fossil assets or the hydro assets, as applicable.
c. Nothing contained herein shall be deemed to release any claim any National Grid Company may have against the assignee of a Proposed Assigned Agreement for actions taken by the assignee from and after the respective date of assignment of the same pursuant to the closing of the sales of the fossil assets or the hydro assets, as applicable.
d. The Parties acknowledge that the Temporary Implementation Agreement
expired by its terms on August 30, 2004; however, the Parties each agree that
from September 1, 2004 until the sale of the fossil assets (the "TIA
Term") that they have been performing and shall continue to perform the
Temporary Implementation Agreement as if it were still in effect through the TIA
Term and that for the TIA Term: (i) they waive their respective rights under
Paragraph 4 of the Temporary Implementation Agreement to implement the WSOSAs as
IBTMs (as defined in the Temporary Implementation Agreement), and (ii) neither
Party shall initiate or pursue arbitration or other action against the other
with respect to implementation of the WSOSAs as Percent Load Asset Ownerships
and the administration and allocation of costs and obligations as specified in
the Temporary Implementation Agreement. Narragansett agrees to enter into an
amendment of that Temporary Implementation Agreement as it pertains to the
NWSOSA for the period after the TIA Term consistent with the representations
made by the National Grid Companies and Dominion before the Bankruptcy Court on
November 18, 2004 in the USGenNE Case.
Resolution of Certain Proceedings
4. Not later than two business days after the date on which each of the
following has occurred: (i) this Agreement has been executed by each of the
signatories hereto, (ii) a representative of the Committee indicates in writing
that the Committee approves or will not oppose this Agreement, and (iii) a
representative of National Energy & Gas Transmission, Inc. ("NEGT"),
the indirect, ultimate equity holder in USGenNE, indicates in writing that NEGT
approves or will not oppose this Agreement, NGUSA and USGenNE shall jointly file
with FERC a conditional notice of withdrawal of their respective protests and
answers filed in FERC Docket Nos. EC05-4-000, EG05-4-000, EG05-5-000, EG05-6-000
and EG05-7-000 pursuant to which final withdrawal shall be effective as of the
Approval Date.
5. National Grid further agrees that it will not protest or oppose the
applications to FERC of Dominion or TransCanada with respect to their purchase
of USGenNE’s fossil or hydro assets, or their request for EWG status or
market-based rates with respect to such assets filed in FERC Docket Nos.
EC05-4-000, EG05-4-000, EG05-5-000, EG05-6-000, EG05-7-000, EC05-12-000,
EG05-20-000, ER05-34-000, ER05-35-000, ER05-36-000, ER05-37-000 or ER05-111-000.
6. Notwithstanding any other provision to the contrary, this Agreement does
not abridge in any way the rights of National Grid to take any position in any
judicial, bankruptcy, administrative or regulatory proceeding, including (i) to
pursue interconnection agreements and/or site agreements with the Buyers of
USGenNE’s assets with regard to any fossil and hydro facilities or with
regard to the Bear Swamp and Fife Brook facilities (the "Bear Swamp
Facilities") or (ii) to seek adequate assurances in connection with the
assignment of contracts under any sale or disposition of the fossil assets or
the hydro assets under the Bankruptcy Code until the Bankruptcy Court has issued
an order approving such assignment or to enforce such Bankruptcy Court order;
provided, however, and not limiting National Grid's rights to (i)
or (ii) above, National Grid shall not protest or oppose or cause any third
party to protest or oppose any filing or action by USGenNE or any other party in
any regulatory, bankruptcy, administrative or judicial proceeding necessary to
effectuate: (x) the sale of the fossil and hydro assets by USGenNE; (y) the
assignment of the Proposed Assigned Agreements by USGenNE to Buyers of the
fossil and hydro assets; or (z) the disposition by USGenNE of its FERC
hydroelectric license interests in or operational responsibility for the Bear
Swamp Facilities or the land underlying the Bear Swamp Facilities provided such
proposed disposition of land does not interfere with any existing recorded
easement of National Grid.
Continued Cooperation
7. The Parties agree to work cooperatively and in good faith with each
other and each of the Buyers to facilitate an orderly and timely closing of the
sales of the fossil assets and hydro assets and the transfer of the
administration of agreements to the extent the Buyers and/or the Parties
reasonably require and request each other’s cooperation.
8. Each of the National Grid Companies and the Debtor shall use
commercially reasonable efforts to cause the Approval Date to occur.
9. Subject to the specific provisions set forth in Section 10 below, each
of the National Grid Companies and the Debtor shall continue to perform and
comply in all respects with (i) each of the Schedule II Contracts to which it is
a party until the date on which such Contract is to be rejected as provided in
Schedule II and (ii) each of the Proposed Assigned Agreements to which it is a
party until the date on which such Proposed Assigned Agreement is assumed by
USGenNE and assigned to the respective Buyers.
10. Without limiting the Parties' obligations in Section 9 above:
a. The Parties agree to continue to perform all of their respective
obligations under the Amended and Restated Continuing Site/Interconnection
Agreement (the "CSA"), dated September 1, 1998, by and between NEP and
USGenNE, (the CSA includes site work orders, requests for work and equipment
orders (collectively the "CSA Work Orders")) with regard to each
generating facility owned, leased, or operated by USGenNE, until (i) such asset
is transferred to the respective Buyers at the closings of the sales of the
fossil assets or the hydro assets, as applicable; and (ii) with respect to the
Bear Swamp Facilities, the earlier of (a) the date on which USGenNE no longer
operates the Bear Swamp Facilities and a new operator operates the Bear Swamp
Facilities, or (b) the effective date of the rejection of the CSA (as amended in
accordance with Section 10b of this Agreement) and the Bear Swamp Facilities are
no longer in operation. USGenNE’s liability with respect to continued
performance under the CSA and the CSA Work Orders, shall be limited as provided
in Schedule I.
b. The Parties agree that,
within two (2) business days
after the Parties execute this Agreement, they shall jointly file with
FERC to amend the CSA to provide that (i) as each asset is transferred to the
respective Buyers at the closings of the sales of the fossil assets or hydro
assets, as applicable, the CSA shall cease to apply to such assets; (ii) with
respect to the Bear Swamp Facilities, the CSA shall cease to apply the earlier
of (a) the date on which USGenNE no longer operates the Bear Swamp Facilities
and a new operator operates the Bear Swamp Facilities, or (b) the
effective date of the rejection of the CSA and the Bear Swamp Facilities are no
longer in operation; and (iii) the CSA shall terminate in its entirety at the
conclusion of the later of (i) and (ii) of this Section 10b. The Parties
further agree that, after the termination of the CSA in its entirety as provided
in the immediately preceding sentence, they shall timely file a Notice of
Cancellation or Termination of the CSA consistent with the requirements of 18
C.F.R. § 35.15 (2004).
11. a. Notwithstanding any provision contained in the Amended and Restated
PPA Transfer Agreement, dated as of October 29, 1997, by and between New England
Power Company and USGen New England, Inc. (the “PPATA”), any
NEP Agreement or this Agreement to the contrary, National Grid may communicate
with, negotiate with, agree to terms and otherwise deal with any power seller or
supplier without notice to or consultation with USGenNE and without liability to
USGenNE; provided that no amendments to any of the Commitments (as
defined in the PPATA) may become effective until April 1, 2005. As soon as
practicable after the Approval Date, but not later than December 15, 2004,
USGenNE shall provide National Grid reasonable access to all documents,
agreements, invoices, correspondence and other written materials in
USGenNE’s possession related to or arising under the PPATA or any
transactions contemplated by the PPATA. From and after the date of this
Agreement until April 1, 2005, USGenNE will cooperate reasonably with National
Grid and provide such assistance as National Grid may reasonably request in
connection with (i) the transition of the PPATA to National Grid on or about but
not later than April 1, 2005 and/or (ii) the assignment of the PPATA to a third
party or parties designated by National Grid by April 1, 2005.
b. As soon as practicable after the Approval Date, but not later than
December 15, 2004, USGenNE shall provide National Grid reasonable access to all
documents, agreements, invoices, correspondence and other written materials in
USGenNE's possession related to or arising under the Taunton PSA or the Mass PSA
or any transactions contemplated by the Taunton PSA or the Mass PSA.
Release of Claims
12. Release of Claims by USGenNE. Subject to Section 14, effective
as of the Approval Date, USGenNE, on behalf of itself and its successors, heirs,
assigns, executors, administrators, predecessors, legal representatives,
subsidiaries, divisions, associates, representatives, principals, agents,
servants, employees, officers and directors; and NEGT, on behalf of itself, the
entities listed on Schedule III attached to this Agreement, which Schedule III
is incorporated into and made a part of this Agreement, (the "NEGT
Affiliates"), and NEGT's and NEGT Affiliates' successors, heirs, assigns,
executors, administrators, predecessors, legal representatives, associates,
representatives, principals, agents, servants, employees, officers and
directors, do hereby release, acquit and forever discharge each of the National
Grid Companies, and their owners, successors, heirs, assigns, executors,
administrators, predecessors, legal representatives, parents, affiliates,
subsidiaries, divisions, associates, representatives, principals, agents,
servants, employees, shareholders, officers and directors (collectively, the
“National Grid Releasees”), of and from any and all, joint
and/or several claims, charges, demands, damages, actions, causes of action,
suits in equity, expenses, executions, judgments, levies, liabilities, losses,
contractual or common law indemnities, subrogations, rights to contribution and
attorneys' fees, whether liquidated or unliquidated, fixed, contingent, direct
or indirect, of whatsoever kind or nature, whether heretofore or hereafter
accruing, foreseeable or unforeseeable, or whether now known or not known to the
Parties, relating to or arising out of any claims USGenNE has or may have
against any of the National Grid Releasees arising prior to or on the date a
confirmed plan of reorganization in the USGenNE Case becomes effective (the
“Effective Date”) except for the Preserved Claims set forth
on Schedule I.
13. Release of Claims by National Grid. Subject to Section
14, effective as of the Approval Date, each of National Grid, NEP,
Narragansett, MECO, NECO, GSEC, NGUSASC, and NGUSA on behalf of itself and its
owners, successors, heirs, assigns, executors, administrators, predecessors,
legal representatives, parents, affiliates, subsidiaries, divisions, associates,
representatives, principals, agents, servants, employees, shareholders, officers
and directors, does hereby release, acquit and forever discharge USGenNE, and
its successors, heirs, assigns, executors, administrators, predecessors, legal
representatives, associates, representatives, principals, agents, servants,
employees, officers and directors; and NEGT, the NEGT Affiliates and NEGT's and
NEGT Affiliates' successors, heirs, assigns, executors, administrators,
predecessors, legal representatives, subsidiaries, divisions, associates,
representatives, principals, agents, servants, employees, offices and directors
(collectively, the “USGenNE Releasees”), of and from any and
all, joint and/or several claims, charges, demands, damages, actions, causes of
action, suits in equity, expenses, executions, judgments, levies, liabilities,
losses, contractual or common law indemnities, subrogations, rights to
contribution and attorneys' fees, whether liquidated or unliquidated, fixed,
contingent, direct or indirect, of whatsoever kind or nature, whether heretofore
or hereafter accruing, foreseeable or unforeseeable, or whether now known or not
known to the Parties, relating to or arising out of any claims the National Grid
Companies or any of them have or may have against any of the USGenNE Releasees
arising prior to or on the Effective Date except for the National Grid Allowed
Claim, the National Grid Administrative Claim and the Preserved Claims set forth
on Schedule I.
14. Notwithstanding anything to the contrary in this Agreement, nothing in
Sections 12 and 13 shall be deemed to release the Parties from the obligations
and duties arising under this Agreement nor prevent or affect in any manner the
Parties’ rights to bring any action to enforce or interpret this
Agreement.
Bankruptcy Court Approval, Proceedings and Jurisdiction; Termination
15. This Agreement is subject to approval by the Bankruptcy
Court in which the USGenNE Case is pending. USGenNE shall file a Motion to
Approve a Settlement Pursuant to Federal Bankruptcy Rule 9019 (the
“Approval Motion”) and shall provide National Grid with a
reasonable opportunity to review the motion in advance of the Debtor filing the
motion with the Bankruptcy Court. The Debtor retains sole discretion with
respect to the final content of the motion, provided the description of the
settlement among the Parties hereto is not inconsistent with the principle terms
of this Agreement. The Debtor shall file the Approval Motion within two (2)
business days after the Parties execute th
