EXHIBIT 10.3.08
AMENDMENT NO. 1
TO
POWER PURCHASE AGREEMENT
THIS AMENDMENT NUMBER ONE, dated as of February 4, 1994, to
the Power Purchase Agreement (hereinafter referred to as the
"Agreement") entered into as of September 20, 1993 by and between
Meridian Middleboro Limited Partnership (a/k/a Meridian
Middleboro, L.P.), a Massachusetts limited partnership, having
its principal place of business at 101 Federal Street, Suite
1900, Boston, Massachusetts 02110 (hereinafter referred to as
"Seller") and Eastern Edison Company, a Massachusetts
corporation, having its principal place of business at 110
Mulberry Street, Brockton, Massachusetts 02043 (hereinafter
referred to as "Company").
WHEREAS, Seller has asked that the Agreement be amended to
permit Seller to secure the Contract Deposit with a cash escrow
account or an irrevocable letter of credit, selected at the
option of Seller; and
WHEREAS, Company will be fully secured for payment of the
Contract Deposit by accepting either a cash escrow account or an
irrevocable letter of credit; and
WHEREAS, it is deemed by the parties to be in their mutual
interest to amend the Agreement to permit Seller to furnish
either a cash escrow account or an irrevocable letter of credit
to secure the Contract DePosit.
NOW, THEREFORE, in consideration of the premises set forth
above and other good and valuable consideration, the parties do
hereby agree and bind themselves as follows:
Article 7 of the Agreement is amended by deleting section
7(a) in its entirety and substituting in its place the following
new section 7(a):
Article 7. Contract DePosit
(a) Without limiting the damages or remedies available to
Company in accordance with this Agreement, Seller shall
be liable to pay Company the Contract Deposit amounts
(as shown in Appendix C) in accordance with Articles
5(d), 7(b), (c), (e), and (f) for Cancellation of the
Facility.
To secure such payment of the Contract Deposit, Seller
shall furnish Company either an irrevocable letter of
credit or a cash escrow account, selected at the option
of Seller, as set forth below.
If Seller elects to furnish an irrevocable letter of
credit, Seller shall deliver to Company, no later than
thirty (30) days after the Effective Date of this
Agreement (hereinafter referred to as Contract Deposit
Delivery Date), and thereafter no later than each
anniversary date of said contract Deposit Delivery
date, up to the Commencement Date of Operation or
termination of this Agreement, whichever may first
occur, an irrevocable letter of credit in favor of
Company as described hereinafter in this Article. Each
letter of credit shall be for a term of one (1) year
and will be equal to the maximum potential liability
that Seller will be required to pay under this Article
7 for Cancellation of the Facility during said year, as
calculated pursuant to Articles 5(d), 7(b), (c), (e),
and (f), including accumulated interest, and as shown
in Appendix C. The accumulated interest shall be
calculated based on one million three hundred-eight
thousand dollars ($1,308,000), beginning on the
Execution Date of this Agreement. Thereafter, interest
shall be compounded monthly on the first day of the
month following the Execution Date, at the monthly
interest rate of seven hundred eighty two thousandths
of one percent (0.782%). Such irrevocable letter of
credit shall include a provision for a forty-five (45)
day advance notice to Company and Seller of any
expiration of the letter of credit, and shall designate
Company as beneficiary with authority to draw drafts on
the letter of credit for amounts due Company in
accordance with Articles 5(d), 7(b), (c), (e), and (f).
In the event Company receives notice from the bank or
financial institution that issued the letter of credit
that said letter of credit will lapse or will otherwise
not be in force, Company may exercise its rights under
said letter of credit granted to Company by Seller and
also terminate this Agreement; provided, however, that
Company must first give written notice, of any such
action and permit Seller five (5) business days to
extend the term of said letter of credit, or to secure
a replacement letter of credit that is satisfactory to
Company.
If Seller elects to furnish a cash escrow account,
Seller shall establish by no later than one (1)
business day following the receipt of a fully executed
escrow agreement an interest bearing escrow account
(hereinafter referred to as "Escrow Account") with a
banking institution reasonably acceptable to Company
and shall have deposited therein funds in an amount no
less than one hundred thirty-five thousand five hundred
eighteen dollars ($135,518.00). The Escrow Account shall be
established for the benefit of Company in the event of
Cancellation of the Facility. At least five (5) business
days prior to the first day of each month, beginning five
(5) business days prior to March 1, 1994, Seller shall
maintain on deposit in the Escrow Account an amount equal to
the maximum potential liability that Seller will be required
to pay under this Article 7 for Cancellation of the Facility
during the following month, as calculated pursuant to
Articles 5(d), 7(b), (c), (e) and (f), including accumulated
interest, as shown in Appendix C. Seller may, at any time
and from time to time, withdraw from the Escrow Account any
amounts in excess of the Contract Deposit.
Seller may at any time elect to substitute a letter of
credit for an Escrow Account or an Escrow Account for a letter of
credit to secure the Contract Deposit, provided that Company
shall receive notice of such substitution at least five (5)
business days in advance thereof and provided further that at no
point in time shall Seller fail to fully secure the Contract
Deposit. Upon the substitution of a letter of credit for the
Escrow Account, Company shall promptly release all funds in the
Escrow Account to Seller.
Except as expressly amended, the terms of the Agreement are
unchanged and the Agreement is in all other respects ratified and
confirmed.
This Amendment and the Agreement shall be binding upon the
parties hereto, their successors and assigns.
Unless specifically stated otherwise, the terms used herein
shall have the same meaning as set forth in the Agreement.
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first written above.
EASTERN EDISON COMPANY ("Company"):
By: Date: February 14, 1994
John D. Carney, President
Meridian Middleboro Limited Partnership
("SELLER")
By: Date: February 4, 1994
William F. Quinn, President
Meridian Middleboro Corporation
General Partner
ESCROW AGREEMENT
AGREEMENT made this 4 day of February, 1994, by and among
Meridian Middleboro Limited Partnership (a/k/a Meridian
Middleboro, L.P.), of 101 Federal Street, Boston, Massachusetts
02110 ("Meridian"), Eastern Edison Company, of 110 Mulberry
Street, Brockton, Massachusetts 02043 ("EECO"), and Shawmut
Bank, N.A. of One Federal Street, Boston, Massachusetts 02110
(the "Bank" or "Escrow Agent").
WHEREAS, pursuant to a Power Purchase Agreement, dated
September 30, 1993 between Meridian and EECO, as amended (the
"Purchase Agreement"), Meridian has agreed to construct and
operate a cogeneration facility and to sell the electricity
generated at the facility to EECO; and
WHEREAS, it is a condition of the Purchase Agreement that
collateral security be provided by Meridian to EECO to secure the
payment of the Contract Deposit (as defined in the Purchase
Agreement) and EECO has agreed that such collateral may be
provided by Meridian by the payment of cash into an escrow
account as provided herein; and
WHEREAS, Meridian and EECO wish to establish a method for
disbursement of the escrowed funds to the parties entitled
thereto; and
WHEREAS, the Bank hereby agrees to act as Escrow Agent to
receive and pay said funds as is hereinafter provided.
NOW T~EREFORE, it is agreed by the parties hereto that the
Bank will act as Escrow Agent in connection with said Purchase
Agreement upon the following terms and conditions:
1. The Bank hereby agrees to receive and hold all funds
deposited with the Bank pursuant hereto including, without limi-
tation, interest earned thereon until distributed by the Bank as
set forth below (the "Escrowed Funds") in accordance with the
terms and conditions hereof, and to deliver said funds upon the
performance of the conditions hereinafter set forth. Meridian
and EECO confirm that the initial deposit in the Escrow Account
shall be $135,518 and that incremental deposits shall be made to
the Escrow Account by Meridian in accordance with the terms of
the Purchase Agreement in the amounts set forth on the column (H)
of the Appendix C to the Purchase Agreement which is attached
hereto.
2. The Bank shall deposit the Escrowed Funds in a segre-
gated interest bearing account at the Bank (the "Account"). The
Escrowed Funds shall be held in trust by the Bank, as agent for,
and for the benefit of Meridian and EECO, subject to the terms of
this Agreement.
3. Unless otherwise directed by the written instructions of
Meridian, the Escrow Agent shall invest the Escrow Funds only in
direct, short term obligations of the United States Government,
or negotiable certificates of deposits of the Bank. The income
of the Escrowed Funds during the term of this Agreement shall be
attributable to Meridian for tax purposes for each year and shall
be distributed by the Escrow Agent to Meridian periodically on
written request to the Bank, copied to EECO, provided that at no
time shall any such distribution result in the amount of Escrowed
Funds being less than the amount required for such period as set
forth in column (H) to the Appendix C to the Purchase Agreement
attached hereto.
4. The Bank shall pay all or a portion of the Escrowed
Funds to EECO upon receipt of the following:
(a) A Letter of Demand dated the date of the request
signed by an Officer of EECO or Montaup Electric
Company in the form of Attachment I hereto, and
(b) A copy of a letter informing Meridian of EECO's
intent to make a claim under this Escrow Agreement
and showing the amount due and owing of such claim
addressed as follows: Meridian Middleboro Limited
Partnership, 101 Federal Street, Suite l900,
Boston, MA 02110, along with a copy of the receipt
evidencing receipt of such letter by Meridian at
least two (2) business days prior to the date of
receipt by Bank of the Letter of Demand.
5. In the event that no demand is made by EECO or Montaup
Electric Company in accordance with Section 4 above, the Bank
shall pay all or such portion of the Escrowed Funds to EECO
and/or Meridian upon receipt of joint written instructions of
EECO and Meridian that such funds may be paid or upon the receipt
of a final order, decree or judgment of a court of competent
jurisdiction, the time for perfection of an appeal of such order,
decree or judgment having expired. Such instructions or order
shall specify the amount to be paid to each party, as well as the
method of payment. Upon distribution of all of the Escrowed
Funds in accordance herewith, this Agreement and the parties'
obligations hereunder (except as set forth in Section 9 below)
shall terminate.
6. The Bank shall not be required to take notice of any
terms of any other agreement or any rights claimed with respect
to the Escrowed Funds unless expressly stated in writing herein.
7. Meridian agrees to pay the Bank a $500 Escrow Agent fee
upon signing of this Agreement. In addition, Meridian agrees to
pay the Bank a $500 annual administration fee on each anniversary
of the date hereof. Any legal fees incurred by the Bank in
connection with the resolution of any claim by any party
hereunder shall be billed to and paid by Meridian, which legal
fees are in addition to the escrow and administration fees
described above. All fees of the Bank for its services hereunder
and for legal services shall be payable promptly by Meridian in
accordance with this Section 7.
8. In performing any of its duties hereunder the Bank shall
not incur any liability to anyone for any damages, losses, or
expenses except for Bank's gross negligence or wilful misconduct
and Bank shall accordingly not incur any such liability with
respect to (i) any action taken or omitted in good faith upon
advice of its counsel given with respect to any question relating
to the duties and responsibilities of the Bank under this
Agreement, or (ii) any action taken or omitted in reliance upon
any instrument, including the written advice provided for herein,
not only as to such instrument's due execution and the validity
and effectiveness of such instrument's provisions but also as to
the truth and accuracy of any information contained therein,
which the Bank shall, in good faith, believe to be genuine, to
have been signed or presented by a proper person or persons and
to conform with the provisions of this Agreement.
9. Meridian hereby agrees to indemnify and hold harmless
the Bank against any and all losses, claims, damages, liabilities
and expenses, including reasonable counsel fees and
disbursements, which may be imposed upon the Bank or incurred by
the Bank in connection with its acceptance of appointment as
Escrow Agent hereunder or the performance of its duties
hereunder, including any litigation arising from this Agreement
or involving the subject matter hereof or the funds deposited
hereunder. Such indemnification shall survive the termination of
this Agreement or the resignation of the Escrow Agent.
10. The Bank may at any time resign as Escrow Agent here-
under by giving thirty (30) days prior written notice of resig-
nation to EECO and Meridian. Prior to the effective date of the
resignation of Escrow Agent as specified in such notice, EECO and
Meridian will issue to the Bank a written instruction authorizing
redelivery of the Escrowed Funds to a bank or trust company that
they select. Such bank or trust company shall have a principal
office in Boston, Massachusetts, and shall have capital, surplus
and undivided profits in excess of $50,000,000. If no successor
Escrow Agent is named by EECO and Meridian, the Bank may appoint
a successor Escrow Agent satisfying the foregoing conditions or
apply to a court of competent jurisdiction for appointment of a
successor Escrow Agent provided that any successor Escrow Agent
shall be subject to the terms of this Agreement.
- -- 5 --
11. It is understood and agreed that should any dispute
arise with respect to the delivery, ownership, right of
possession, and/or disposition of the Escrowed Funds, or should
any claim be made upon the Escrowed Funds by a third party, upon
the Bank's receipt of written notice of such dispute or claim by
one of the parties hereto or by a third party, the Bank is
authorized and directed to retain in its possession as custodian
without liability to anyone the remaining principal balance of
the Escrowed Funds until such dispute shall have been settled
either by the mutual written agreement of the parties involved or
by a final order, decree or judgment of a court of competent
jurisdiction, the time for perfection of an appeal of such order,
decree or judgment having expired; provided, however, that
notwithstanding the foregoing the Bank shall honor a request by
EECO or Montaup Electric Company under Section 4 hereof and shall
be fully protected in doing so as provided in this Agreement.
The Bank may, but shall be under no duty whatsoever to, institute
or defend any legal proceedings which relate to the Escrowed
Funds.
12. Any notice permitted or required hereunder shall be in
writing and shall be deemed to have been duly given or made when
delivered by certified or registered mail, postage prepaid,
return receipt requested, to the parties at their respective
addresses set forth below or to such other address as they may
hereafter designate:
If to EECO: Eastern Edison Company
Attention: c/o EUA Service Company
750 West Center Street
P.O. Box 543
West Bridgewater, MA 02379
If to Meridian: Meridian Middleboro Limited Partnership
101 Federal Street, Suite 1900
Boston, MA 02110
Attention: President
If to the Bank: Shawmut Bank, N.A.
One Federal Street
Boston, MA 02110
Attention: Charles Dooley,
Vice President
13. This Agreement may not be altered or modified without
the express written consent of the parties hereto. No course
of conduct shall constitute a waiver of any of the terms and
conditions of this Agreement, unless such waiver is specified
in writing by the party making such waiver, and then only to
the extent so specified. A waiver of any of the terms and
conditions of this Agreement on one occasion shall not consti-
tute a waiver of the other terms of this Agreement, or of such
terms and conditions on any other occasion.
14. This Agreement shall be binding upon the respective
parties hereto and their successors and assigns.
15. This Agreement shall be governed by and construed
under the laws of the Commonwealth of Massachusetts.
16. The Bank shall have no tax reporting duty with respect
to the Escrow Agreement. Meridian agrees to supply the Bank
with the name, address, and social security number or taxpayer
identification number for itself and to provide to the Bank a
statement as to whether it is subject to back-up withholding.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto
duly authorized as of the day and year first above written.
EASTERN EDISON COMPANY
By
MERIDIAN MIDDLEBORO LIMITED PARTNERSHIP
By: Meridian Middleboro
Corporation
general partner
By
SHAWMUT BANK, N.A., as Escrow Agent
By:
ATTACHMENT I
Letter of Demand Format
(Date)
Shawmut Bank, N.A.
One Federal Street
Boston MA 02110
RE: Escrow Agreement Dated February _, 1994 for Escrow
Account No.
Meridian Middleboro, L.P. is liable to Eastern Edison Company
or Montaup Electric Company for ($ amount), US$
which represents the Contract Deposit and/or accumulated
interest computed pursuant to the Power Purchase Agreement
between Meridian Middleboro Limited Partnership and Eastern
Edison Company dated September 20, 1993, as amended (the
"Purchase Agreement").
A demand for payment of the amount due and owing under the
Agreement has been sent to Meridian Middleboro Limited
Partnership, 101 Federal Street, Suite 1900, Boston, MA 02110,
Attn: President, by telegram, recognized overnight courier
service, or certified mail return receipt requested, and more
than two (2) business days have passed after receipt by
Meridian Middleboro Limited Partnership of such demand.
Meridian Middleboro Limited Partnership has not previously paid
Eastern Edison Company or Montaup Electric Company the amount
set forth above.
The condition that has occurred as set forth in the referenced
Article of the Purchase Agreement is (state the applicable
conditions):
As a result of the foregoing condition, we hereby demand
payment of (state $ amount), US$ under the Escrow
Agreement dated February _, 1994.
For and on behalf of:
Eastern Edison Company or Montaup Electric Company
By:
Its:
Title: (Authorized Officer of Eastern Edison Company
or Montaup Electric Company)
- - 10 -
SCHEDULE Of CONTRACT DEPOSIT BALANCE AND ACCRUED INTEREST APPENDIX
Page 1
POWER PURCHASE AGREEMENT BETWEEN MERIDIAN MIDDLEBORO, L.P.
AND EASTERN EDISON COMPANY
20 Year Contract Term-Commencement: 01/01/01 thru 01/01/03
Proposed Unit In-Service Date: 01-01-01
- See note (a) Execution Date: 09-20-93
See note (b) Contract Deposit Delivery Date:
30 days after Effective Date
Interest Rate: 9.80% Annual
Contract Deposit: $1,308,000
(A) (B) (C) (D) (E) (F) (G) (H)
Project # Days between # Days Cumulative Total Draw-
Cancellation/ Monthly 9-20-93 and between Principal Interest ing Available
Missed Mile- Interest Interest Cancel./Missed 9-20-93 and entitled Entitled Under Letter
Note stone Date Rate Earned End Bal. Milestone Date 1-1-01 to to of Credit _
09-20-93 0.782% $0 $1,308,000 $O $0 $0
10-01-93 0.782% $3,751 $1,311,751 11 2660 $5,409 $3,751 $9,160
11-01-93 0.782% $10 260 $1 322 011 42 2660 $20,653 $14,011 $34,663
12-01-93 0.782% $10 340 $1 332 351 72 2660 $35,405 $24,351 $59,755
01-01-94 0.782% $10,421 $1,342,771 103 2660 $50,648 $34,771 $85,419
02-01-94 0.782% $10,502 $1,353,273 134 2660 $65,892 $45,273 $111,165
03-01-94 0.782% $10,584 $1,363,858 162 2660 $79,660 $55,858 $135,518
04-01-94 0.782% $10,667 $1,374,525 193 2660 $94,904 $66,525 $161,429
05-01-94 0.782% $10,751 $1,385,275 223 2660 $109,656 $77,275 $186,931
06-01-94 0.782% $10,835 $1,396,110 254 2660 $124,899 $88,110 $213,009
07-01-94 0.782% $10,919 $1,407,029 284 2660 $139,651 $99,029 $238,681
08-01-94 0.782% $11,005 $1,418,034 315 2660 $154,895 $110,034 $264,929
09-01-94 0.782% $11,091 $1,429,125 346 2660 $170,138 $121,125 $291,263
10-01-94 0.782% $11,178 $1,440,303 376 2660 $184,890 $132,303 $317,193
11-01-94 0.782% $11,265 $1,451,568 407 2660 $200,134 $143,568 $343,702
12-01-94 0.782% $11,353 $1,462,921 437 2660 $214,886 $154,921 $369,807
01-O1-95 0.782% $11,442 $1,474,363 468 2660 $230,129 $166,363 $396,492
02-01-95 0.782% $11,531 $1,485,894 499 2660 $245,373 $177,894 $423,267
03-01-95 0.782% $11,622 $1,497,516 527 2660 $259,141 $189,516 $448,657
04-01-95 0.782% $11,713 $1,509,228 558 2660 $274,385 $201,228 $475,613
05-01-95 0.782% $11,804 $1,521,032 588 2660 $289,137 $213,032 $502,169
06-01-95 0.782% $11,896 $1,532,929 619 2660 $304,380 $224,929 $529,309
07-01-95 0.782% $11,989 $1,544,918 649 2660 $319,132 $236,918 $S56,051
08-01-95 0.782% $12,083 $1,557,002 680 2660 $334,376 $249,002 $583,378
09-01-95 0.782% $12,178 $1,569,179 711 2660 $349,620 $261,179 $610,799
10-01-95 0.782% $12,273 $1,581,452 741 2660 $364,371 $273,452 $637,824
11-01-95 0.782% $12,369 $1,593,821 772 2660 $379,615 $285,821 $665,436
12-01-95 0.782% $12,466 $1,606,287 802 2660 $394,367 $298,287 $692,654
01-01-96 0.782% $12,563 $1,618,850 833 2660 $409,611 $310,850 $720,461
02-01-96 0.782% $12,661 $1,631,512 864 2660 $424,854 $323,512 $748,366
03-01-96 0.782% $12,761 $1,644,272 893 2660 $439,114 $336,272 $775,387
04-01-96 0.782% $12,860 $1,657,133 924 2560 $454,358 $349,133 $803,491
05-01-96 0.782% $12,961 $1,670,094 954 2660 $469,110 $362,094 $831,203
06-01-96 0.782% $13,062 $1,683,156 985 2660 $484,353 $375,156 $859,509
07-01-96 0.782% $13,164 $1,696,320 1015 2660 $499,105 $388,320 $887,426
08-01-96 0.782% $13,267 $1,709,588 1046 2660 $S14,349 $401,588 $915,937
09-01-96 0.782% $13,371 $1,722,959 1077 2660 $529,592 $414,959 $944,551
10-01-96 0.782% $13,476 $1,736,435 1107 2660 $544,344 $428,435 $972,779
11-01-96 0.782% $13,581 $1,750,016 1138 2660 $559,588 $442,016 $1,001,604
12-01-96 0.782% $13,687 $1,763,703 1168 2660 $574,340 $455,703 $1,030,043
Page 2
(A) (B) (C) (D) (E) (F) (G) (H)
Project # Days between # Days Cumulative Total Draw-
Cancellation/ Monthly 9-20-93 and between Principal Interest ing Available
Missed Mile- Interest Interest Cancel./Missed 9-20-93 and entitled Entitled Under Letter
Note stone Date Rate Earned End Bal. Milestone Date 1-1-01 to to of Credit _
01-01-97 0.782% $13,794 $1,777,498 1199 2660 $589,583 $469,498 $1,059,081
02-01-97 0.782% $13,502 $1,791,400 1230 2660 $604,827 $483,400 $l,088,227
03-01-97 0.782% $14,011 $1,805,411 1258 2660 $618,595 $497,411 $1,116,007
04-01-97 0.782% $14,121 $1,819,532 1289 2660 $633,839 $511,532 $1,145,371
05-01-97 0.782% $14,231 $1,833,763 1319 2660 $648,591 $525,763 $1,174,354
06-01-97 0.782% $14,342 $1,848,105 1350 2660 $663,835 $540,105 $1,203,940
07-01-97 0.782% $14,455 $1,862,560 1380 2660 $678,586 $554,560 $1,233,146
08-01-97 0.782% $14,568 $1,877,127 1411 2660 $693,830 $569,127 $1,262,957
09-01-97 0.782% $14,682 $1,391,309 1442 2660 $709,074 $583,809 $1,292,883
10-01-97 0.782% $14,796 $1,906,605 1472 2660 $723,826 $598,605 $1,322,431
11-01-97 0.782% $14,912 $1,921,517 1503 2660 $739,069 $613,517 $1,352,587
12-01-97 0.782% $15,029 $1,936,546 1533 2660 $753,821 $628,546 $1,382,367
01-01-98 0.782% $15,146 $1,951,692 1564 2660 $769,065 $643,692 $1,412,757
02-01-98 0.782% $15,265 $1,966,957 1595 2660 $784,308 $658,957 $1,443,265
03-01-98 0.782% $15,384 $1,982,341 1623 2660 $798,077 $674,341 $1,472,418
04-01-98 0.782% $15,504 $1,997,846 1654 2660 $813,320 $689,846 $1,503,166
05-01-98 0.782% $15,626 $2,013,472 1684 2660 $828,072 $705,472 $1,553,544
06-01-98 0.782% $15,748 $2,029,219 1715 2660 $843,316 $721,219 $1,564,535
07-01-98 0.782% $15,371 $2,045,091 1745 2660 $858,068 $737,091 $1,595,158
08-01-98 0.782% $15,795 $2,061,086 1776 2660 $873,311 $753,086 $1,626,397
09-01-98 0.782% $16,120 $2,077,206 1807 2660 $888,555 $769,206 $1,657,761
10-01-98 0.782% $16,246 $2,093,453 1837 2660 $903,307 $785,453 $1,688,759
11-01-98 0.782% $16,373 $2,109,826 1868 2660 $918,550 $801,826 $1,720,376
12-01-98 0.782% $16,502 $2,126,328 1898 2660 $933,302 $818,328 $1,751,630
01-01-99 0.782% $16,631 $2,142,958 1929 2660 $948,546 $834,958 $1,783,504
0Z-01-99 0.782% $16,761 $2,159,719 1960 2660 $963,789 $851,719 $1,815,508
03-01-99 0.782% $16,892 $2,176,611 1988 2660 $977,558 $868,611 $1,846,169
04-01-99 0.782% $17,024 $2,193,635 2019 2660 $992,802 $885,635 $1,878,436
05-01-99 0.782% $17,157 $2,210,792 2049 2660 $1,007,553 $902,792 $1,910,345
06-01-99 0.782% $17,291 $2,228,083 2080 2660 $1,022,797 $920,083 $1,942,880
07-01-99 0.782% $17,426 $2,245,509 2110 2660 $1,037,549 $937,509 $1,975,058
08-01-99 0.732% $17,563 $2,263,072 2141 2660 $1,052,792 $955,072 $2,007,865
09-01-99 0.782% $17,700 $2,280,772 2172 2660 $1,068,036 $972,772 $2,040,308
10-01-99 0.782% $17,839 $2,298,611 2202 2660 $1,082,788 $990,611 $2,073,399
11-01-99 0.782% $17,978 $2,316,589 2233 2660 $1,098,032 $1,008,589 $2,106,621
12-01-99 0.782% $18,119 $2,334,708 2263 2660 $1,112,783 $1,026,708 $2,139,491
(1-a) 01-01-00 0.782% $18,260 $2,352,968 2294 2660 $1,128,027 $l,044,968 $2,172,995
02-01-00 0.782% $18,403 $2,371,371 2325 2660 $1,143,271 $1,063,371 $2,706,642
03-01-00 0.782% $18,547 $2,389,919 2354 2660 $1,157,531 $1,081,919 $2,239,449
04-01-00 0.782% $18,692 $2,408,611 2385 2660 $1,172,774 $1,100,611 $2,273,385
05-01-00 0.782% $18,838 $2,427,449 2415 2660 $1,187,526 $1,119,449 $2,306,976
(1-b) 06-01-00 0.782% $18,986 $2,446,435 2446 2660 $1,202,770 $1,138,435 $2,341,205
07-01-00 0.782% $19,134 $2,465,569 2476 2660 $1,217,522 $1,157,569 $2,375,091
08-01-00 0.782% $19,284 $2,484,853 2507 2660 $1,232,765 $1,176,853 $2,409,619
09-01-00 0.782% $19,435 $2,504,288 2538 2660 $1,248,009 $1,196,288 $2,444,Z97
10-01-00 0.782% $19,587 $2,523,875 2568 2660 $1,262,761 $1,215,875 $2,478,636
11-01-00 0.782% $19,740 $2,543,615 2599 2660 $1,278,005 $1,235,615 $2,513,619
12-01-00 0.782% $19,894 $2,563,509 2629 2660 $l,292,756 $l,255,509 $2,548,266
Page 3
(A) (B) (C) (D) (E) (F) (G) (H)
Project # Days between # Days Cumulative Total Draw-
Cancellation/ Monthly 9-20-93 and between Principal Interest ing Available
Missed Mile- Interest Interest Cancel./Missed 9-20-93 and entitled Entitled Under Letter
Note stone Date Rate Earned End Bal. Milestone Date 1-1-01 to to of Credit _
(1-c),(3) 01-01-01 0.782% $20,050 $2,583,559 2660 2660 $1,308,000 $1,275,559 $2,583,559
(2) 02-01-01 0.782% $20,207 $2,603,766 2691 2660 $1,308,000 $1,295,766 $2,603,766
03-01-01 0.782% $20,365 $2,624,131 2719 2660 $1,308,000 $1,316,131 $2,624,131
04-01-01 0.782% $20,524 $2,644,655 2750 2660 $1,308,000 $1,336,655 $2,644,655
05-01-01 0.782% $20,685 $2,665,339 2780 2660 $1,308,000 $1,357,339 $2,665,339
06-01-01 0.782% $2O,846 $2,686,186 2811 2660 $1,308,000 $1,378,186 $2,686,186
07-01-01 0.782%. $21,009 $2,707,195 2841 2660 $1,308,000 $1,399,195 $2,707,195
08-01-01 0.782% $21,174 $2,728,369 2872 2660 $1,308,000 $1,420,369 $2,728,369
09-01-01 0.782% $21,339 $2,749,708 2903 2660 $1,308,000 $1,441,708 $2,749,708
10-01-01 0.782% $21,506 $2,771,215 2933 2660 $1,308,000 $1,463,215 $2,771,215
11-01-01 0.782% S21,674 $2,792,889 2964 2660 $1,308,000 $1,484,889 $2,792,889
12-01-01 0.782% $21,844 $2,814,733 2994 2660 $1,308,000 $1,506,733 $2,814,733
(1-d),(4)01-01-02 0.782% $22,015 $2,836,748 3025 2660 $1,308,000 $1,528,748 $2,836,748
02-01-02 0.782% $22,187 S2,858,935 3056 2660 $1,308,000 $1,550,935 $2,858,935
03-01-02 0.782% $22,361 $2,881,295 3084 2660 $1,308,000 $1,573,295 $2,881,295
04-01-02 0.782% $22,535 $2,903,831 3115 2660 $1,308,000 $1,595,831 $2,903,831
05-01-02 0.782% $22,712 $2,926,543 3145 2660 $1,308,000 $1,618,543 $2,926,543
06-01-02 0.782% $22,289 $2,949,432 3176 2660 $1,308,000 $1,641,432 $2,949,432
07-01-02 0.782% $23,068 $2,972,500 3206 2660 $1,308,000 $1,664,500 $2,972l500
08-01-02 0.782% $23,249 $2,995,749 3237 2660 $1,308,000 $1,687,749 $2,995,749
09-01-02 0.782% $23,431 $3,019,180 3268 2660 $1,308,000 $1,711,180 $3,019,180
10-01-02 0 782% $23,614 $3,042,794 3298 2660 $1,308,000 $1,734,794 $3,042,794
11-01-02 0.782% $23,799 $3,066,592 3329 2660 $1,308,000 $1,758,592 $3,066,592
12-01-02 0.782% $23,985 $3,090,577 3359 2660 $1,308,000 $1,782,577 $3,090,577
(1-e),(5)01-01-03 0.782% $24,172 $3,114,749 3390 2660 $1,308,000 $1,806,749 $3,114,749
Note (a) Interest begins to accrue as of the Execution Date.
Note (b) Effective Date is the date the contract is approved by M.D.P.U.
DEFINITIONS OF COLUMNS:
(A) ((1+ 9.8%) to the 1/12 power) minus 1. 9.8% is agreed upon rate between the
parties.
Compounding of interest begins on the Execution Date.
(3) Prior period ending balance (Col.C) x Current period Col. A.
(C) Prior period Col. C + Current period Col. 3.
(D) This assumes cancellation or missed milestone date occurs on the first day
of the month.
Must be recalculated based on actual cancellation or missed milestone date.
(E) Total Time between Execution Date and Proposed In-Service Date.
(F) $1,308,000 x (ratio of Col. D to Col. E)
(G) Cumulative Col. 3
(H) Col. F l Col. G
MERIDIAN MIDDLEBORO LIMITED PARTNERSHIP
101 FEDERAL STREET
BOSTON, MA 02110
Eastern Edison Company
110 Mulberry Street
Brockton, MA 02043
February 4 , 1994
Re: Power Purchase Agreement, dated September 20, 1993, as
amended (the "Purchase Agreement")
Gentlemen:
This letter is to advise you of and to confirm your consent,
in accordance with Article 16(d) of the Purchase Agreement, to
the grant by Meridian Middleboro Limited Partnership (a/k/a
Meridian Middleboro, L.P.) ("Seller") to Genesis Energy
Financial, Inc. of Needham, Massachusetts ("Genesis") of a
security interest in and collateral assignment of its interest in
the Purchase Agreement and that certain Escrow Agreement, of even
date, among Seller, Shawmut Bank, N.A. and you. This action is
necessary for Seller to obtain development financing for the
Facility from Genesis. Please acknowledge your consent by
countersigning this letter and returning it to the undersigned.
Thank you.
Sincerely,
MERIDIAN MIDDLEBORO
LIMITED PARTNERSHIP
By:
William Quinn, President
Meridian Middleboro Corporation,
general partner
Acknowledged:
EASTERN EDISON COMPANY
By