EXHIBIT (10)(aa)
TEMPORARY TRANSPORTATION CONTRACT ASSIGNMENT
THIS TEMPORARY ASSIGNMENT made effective as of the 26th day
of October, 1995 BETWEEN:
NEW ENGLAND POWER COMPANY
("Assignor")
OF THE FIRST PART
and
ALTRESCO PITTSFIELD, L.P.
("Assignee")
OF THE SECOND PART
WITNESSES THAT:
WHEREAS TransCanada Pipelines Limited ("TransCanada") and
Assignor are parties to a contract for transportation service
made as of the 6th day of January, 1992, as amended; and
WHEREAS Assignee has requested that Assignor assign part of
Assignor's rights and obligations as Shipper under the Contract
and Assignor has agreed to do so subject to the terms and
conditions of this Assignment.
NOW THEREFORE, THIS AGREEMENT WITNESSES THAT in
consideration of the covenants and agreements herein set forth,
the parties hereto covenant and agree as follows:
1. Subject to paragraph 6 herein, during the operative term of
this Assignment, Assignor does hereby grant, transfer, assign and
set over unto Assignee, and Assignee accepts from Assignor, that
portion of Assignor's service entitlement as shipper under the
Contract equal to 283.310 3 m 3 per day (the "Assigned Volume"),
together with the corresponding rights and obligations of
Assignor as shipper under the Contract.
2. Subject to paragraphs 6 and 8 herein, during operative term
of this Assignment, Assignee hereby covenants and agrees that it
shall perform and observe the covenants and obligations of
Assignor as shipper contained in the Contract insofar as they
pertain to the Assigned Volume, to the same extent as Assignee
would be obligated so to do were Assignee a party to the
Contract, as shipper, with a service entitlement thereunder equal
to the Assigned Volume.
3. This Assignment shall be in full force and effect as of and
from 08:00 hours on November 1, 1995 (the "Date of First
Delivery") (provided that, for the purposes of Assignee
nominating service for the Date of First Delivery, the Assignment
shall become effective as at 08:00 hours on the date immediately
preceding the Date of First Delivery) and, subject to paragraph
4 hereof, shall be operative for a term ending at 08:00 hours on
October 31, 1998. Notwithstanding the foregoing, the operative
term of this Assignment shall not extend beyond the term of the
Contract.
4. In the event that Assignee fails to comply with paragraph 2
hereof, Assignor shall have the right to terminate this
Assignment by following the termination procedure set forth in
Section XVII of the General Terms and Conditions contained in
TransCanada's Transportation Tariff as if Assignor were
TransCanada, Assignee were Shipper and this Assignment was the
Contract for this purpose.
5. Assignor will request TransCanada to acknowledge the
assignment contained herein and to treat Assignee as shipper with
a service entitlement under the Contract equal to the Assigned
Volume during the operative term of this Assignment. Assignee
hereby consents to such request and to such treatment, and for
this purpose Assignee declares that all notices, nominations,
requests, invoices, and other written communications may be given
by TransCanada to Assignee as follows:
(i) Mailing address: One Bowdoin Square
Boston, Massachusetts
U.S.A. 02114
(ii) Delivery address: Same as above
(iii) Nominations: Manager, Fuel Services
Accounting
Telecopier: (617) 227-2690
(iv) Legal and Other: Senior Vice President, Fuel
Services
Telecopier: (617) 227-2690
6. Assignee acknowledges that Assignor will not seek
TransCanada's consent to this Assignment and that Assignor
accordingly is and will remain obligated to TransCanada to
perform and observe the covenants and obligations of shipper that
are contained in the Contract in regard to the Assigned Volume
insofar as TransCanada is concerned. Without limiting the
generality of the foregoing, the Assignor and the Assignee
acknowledge that the Assignor shall remain responsible for all
gas imbalances (as such term is defined in Section XXII of the
General Terms and Conditions in TransCanada's Transportation
Tariff) and Energy-in-Transit Balances associated with the
Assigned Volume and/or the Contract. Consequently, Assignee
shall indemnify Assignor for and hold Assignor harmless from all
charges that TransCanada may be entitled to collect from the
Assignor under the Contract in regard to the Assigned Volume in
the event that Assignee fails to pay them.
7. Assignee shall be entitled to sub-assign all or part of the
Assigned Volume, together with the corresponding rights and
obligations under the Contract, to a third party by assigning all
or part of its rights and obligations under this Assignment;
provided that no such assignment shall relieve Assignee of its
obligations to Assignor hereunder without Assignor's prior
written consent, which consent shall not be unreasonably
withheld. Notwithstanding any such sub-assignment or
sub-assignments, Assignor is and will remain obligated to
TransCanada
to perform and observe the covenants and obligations of shipper
that are contained in the Contract in regard to the Assigned
Volume insofar as TransCanada is concerned.
8. Notwithstanding anything to the contrary herein set forth
or implied, Assignor reserves and retains for itself exclusively
any option or right to renew or otherwise extend the operative
term of the Contract which may be contained in or granted by the
Contract.
9. Assignee acknowledges that it has (or may obtain directly
from TransCanada) a copy of the Transportation Tariff.
10. This Assignment and the rights and obligations of the
parties hereunder are subject to all valid and applicable present
and future laws, rules, regulations, and orders of any
governmental or regulatory authority having jurisdiction or
control over the parties hereto to either of them, or over the
Contract.
11. This Assignment shall be construed in accordance with and
governed by the laws of the Province of Alberta and the laws of
Canada applicable therein.
12. This Assignment shall ensure to the benefit of and be
binding upon the parties hereto and their respective successors
and permitted assigns.
IN WITNESS WHEREOF of the parties hereto have duly executed
and delivered this Assignment as of the day, month and year first
above written.
NEW ENGLAND POWER COMPANY ALTRESCO PITTSFIELD, L.P.
by its General Partner,
Altresco, Inc.
s/ Jeffrey W. VanSant s/ Douglas F. Egan
By: __________________________ By: _____________________
Jeffrey W. Vansant Douglas E. Egan
Name: ________________________ Name: ___________________
(please print) (please
print)
Vice President Vice President
Title: _______________________ Title: __________________
s/ John F. Malley
By: __________________________
John F. Malley
Name: ________________________
(please print)
Vice President
Title: _______________________
cc. TansCanada Pipelines Limited
Fax: (403) 267-8620 (Ms. Sally Greenwood)