TERMINATION AGREEMENT AND RELEASERelease Agreement |
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Exhibit 10.2
TERMINATION AGREEMENT AND
RELEASE
This Termination Agreement and Release (the “Agreement”) is
entered into as of January 31, 2005, by and between New England Power Company
(“NEP”) and USGen New England, Inc. (“USGenNE”). NEP
and USGenNE are sometimes referred to herein individually as “Party”
or collectively as “the Parties”.
WHEREAS, NEP and USGenNE are parties to a PSA Performance Support Agreement (Taunton Municipal Lighting Plant) dated as of August 5, 1997 (the “PSA”);
WHEREAS, pursuant to the PSA, USGenNE is agent to NEP in connection with a System Power Sales Agreement dated as of November 10, 1993 between NEP and Taunton Municipal Lighting Plant (“TMLP”)(the “Power Sales Agreement”);
WHEREAS, pursuant to a Settlement Agreement and Release dated as of the same date as this Agreement (the “Settlement Agreement”), NEP, USGenNE, and TMLP have agreed to terminate the Power Sales Agreement;
WHEREAS, on July 8, 2003, 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 Bankruptcy”);
WHEREAS, the Settlement Agreement is subject to approval by the Bankruptcy Court; and
WHEREAS, the Parties desire to terminate the PSA in accordance with this Agreement;
NOW, THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
WHEREAS, NEP and USGenNE are parties to a PSA Performance Support Agreement (Taunton Municipal Lighting Plant) dated as of August 5, 1997 (the “PSA”);
WHEREAS, pursuant to the PSA, USGenNE is agent to NEP in connection with a System Power Sales Agreement dated as of November 10, 1993 between NEP and Taunton Municipal Lighting Plant (“TMLP”)(the “Power Sales Agreement”);
WHEREAS, pursuant to a Settlement Agreement and Release dated as of the same date as this Agreement (the “Settlement Agreement”), NEP, USGenNE, and TMLP have agreed to terminate the Power Sales Agreement;
WHEREAS, on July 8, 2003, 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 Bankruptcy”);
WHEREAS, the Settlement Agreement is subject to approval by the Bankruptcy Court; and
WHEREAS, the Parties desire to terminate the PSA in accordance with this Agreement;
NOW, THEREFORE, in consideration of these premises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
- Effective upon the PSA Termination Date of the Power Sales Agreement as set
forth in the Settlement Agreement, the Parties agree that the PSA and the
Parties’ respective rights, benefits and obligations thereunder shall be
terminated. Other than as set forth in this Agreement, the Parties shall have
no further rights or obligations between themselves arising under or relating in
any way whatsoever to the PSA.
- The Parties agree that the PSA shall continue in effect after approval of
the Settlement Agreement by the Bankruptcy Court to the extent necessary to
provide for accountings, final billing, and payments related to the Power Sales
Agreement.
- The Parties agree that they will continue to perform their obligations under
the PSA until the PSA is terminated in accordance with the provisions of this
Agreement.
- Subject only to the provisions of this Agreement, USGenNE for itself and its respective officers, agents, attorneys, predecessors, directors, employees, successors, and assigns does hereby release and forever discharge NEP and its respective officers
