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Exhibit 23.3
STONE & WEBSTER CONSULTANTS
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A Shaw Group Company
INDEPENDENT TECHNICAL CONSULTANTS' CONSENT AND CERTIFICATE
October 11, 2001
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
Northeast Generation Company
107 Selden Street
Berlin, Connecticut 06037
Ladies and Gentlemen:
Reference is made to our independent technical consultant's report, "Independent
Technical Review for Refinancing, Northeast Generation Company, initially dated
September 6, 2001 and updated October 11, 2001," (our "REPORT"). We understand
that (i) our Report will be used by the purchasers of Northeast Generation
Company's 4.988% Series A Senior Secured Bonds due 2005 (the "SERIES A BONDS")
and 8.812% Series B Senior Secured Bonds due 2026 (the "SERIES B BONDS", and
collectively with the Series A Bonds, the "BONDS") in evaluating Northeast
Generation Company's facilities, and (ii) in reliance upon the Report's
conclusions and our experience in the review of the operation of generating
facilities and the preparation of financial projections with respect to revenues
from the operation of generating facilities, our Report (a) has been included as
an appendix to the preliminary offering memorandum relating to the issuance and
sale of the Bonds (the "PRELIMINARY OFFERING MEMORANDUM"), (b) has been included
as an appendix to the final offering memorandum relating to the issuance and
sale of the Bonds (the "FINAL OFFERING MEMORANDUM"), and (c) will be included in
the registration statement (the "REGISTRATION STATEMENT") which will be filed
with the United States Securities and Exchange Commission by Northeast
Generation Company in connection with the exchange of the outstanding Bonds for
registered bonds.
We hereby (i) consent to such inclusion, subject to the terms
and conditions of our agreement with Northeast Generation Company and the
associated Limits of Liability, and to the reference to us as experts under the
heading "Experts", in each of the Preliminary Offering Memorandum, the Final
Offering Memorandum and the Registration Statement, and (ii) certify that our
Report is, to the best of our belief, true, correct and complete in all material
respects as of the date hereof.
Sincerely,
S&W Consultants,
a Shaw Group company
/s/ Debra Richert
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Name: Debra Richert
Title: Executive Consultant
STONE & WEBSTER CONSULTANTS, INC.
One Bowdoin Square, Boston, MA 02114 Tel: 617.589.2000 Fax: 617.589.1372
New York Houston Boston Denver Washington, DC Schenectady Milton Keynes