EXHIBIT 10.14
DECLARATION OF EASEMENTS, COVENANTS, AND RESTRICTIONS
Declaration of Easements, Covenants, and Restrictions made as of this 28th
day of June, 1989, by Northeast Energy Associates, A Limited Partnership, a
Massachusetts limited partnership having its principal place of business at 350
Lincoln Street, Hingham, Massachusetts ("Grantor").
ARTICLE ONE. Recitals.
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1.1 Grantor is to be the owner of an electric cogeneration facility (the
"Unit"), which is to be constructed on certain premises owned by Grantor in the
Town of Bellingham, Massachusetts, which premises are more particularly
described in Appendix A attached hereto (the "Site"). The Unit currently is
expected to produce approximately three hundred megawatts (300 MW) of
electricity from two (2) gas turbines, two (2) heat recovery steam generators,
and one (1) steam turbine.
1.2 Grantor has entered into certain agreements regarding the purchase and sale
of the electricity to be produced by the Unit with Commonwealth Electric
Company, a Massachusetts corporation ("Commonwealth"); with Boston Edison
Company, a Massachusetts corporation ("Edison"); and with Montaup Electric
Company, a Massachusetts corporation ("Montaup"). Commonwealth, Edison, and
Montaup collectively are referred to herein as "Grantees" and each of them is
referred to herein as a "Grantee."
1.21 Grantor has entered into two power sale agreements with Commonwealth,
one dated as of November 26, 1986 and modified by amendments dated an of
August 15, 1988 and January 1, 1989, the other dated as of August 15, 1988
and modified by an amendment dated as of January 1, 1989 (together, as
amended, the "Commonwealth Agreements", copies of which are attached hereto
as Appendix B). Pursuant to the Commonwealth Agreements, Commonwealth has
agreed to purchase and Grantor has agreed to sell an entitlement
("Commonwealth's Share") to a portion of the electric capacity and related
energy to be generated by the Unit through the later of the twenty-fifth
(25th) anniversary of the In-Service Date (as such term is defined in the
Commonwealth Agreements) of the Unit or December 31, 2014. Commonwealth's
Share is equal to forty-six megawatts (46 MW) divided by the Net Electrical
Capability (as such term is defined in the Commonwealth Agreements) of the
Unit.
1.22 Grantor has entered into two power sale agreements with Edison, one
dated as of April 1, 1986 and modified by amendments dated as of June 8,
1987 and June 21, 1989, the other dated as of January 28, 1988 and modified
by an
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amendment dated as of June 21, 1989 (together, as amended, the "Edison
Agreements", copies of which are attached hereto as Appendix C). Pursuant
to the Edison Agreements, Edison has agreed to purchase and Grantor has
agreed to sell an entitlement to a portion of the electric capacity and
related energy to be generated by the Unit ("Edison's Share") through, in
the case of the first Edison Agreement the twenty-fifth (25th) (or, if
extended, the thirtieth [30th]), and in the case of the second Edison
Agreement the twentieth (20th), anniversary of the Date of Commercial
Operation (as such term is defined in the Edison Agreements). Edison's
Share is equal to (a) two hundred nineteen megawatts (219 MW) divided by
the Net Electrical Capability (as such term is defined in the Edison
Agreements) of the Unit, multiplied by (b) one hundred percent (100%) of
the Capacity and Associated Energy (as defined in the Edison Agreements).
1.23 Grantor has entered into a power sale agreement with Montaup, dated
as of October 17, 1986 and modified by an amendment dated as of June 28,
1989 (as amended, the "Montaup Agreement", a copy of which is attached
hereto as Appendix D). Pursuant to the Montaup Agreement, Montaup has
agreed to purchase and Grantor has agreed to sell an entitlement
("Montaup's Share") to a portion of the electric capacity and related
energy to be generated by the Unit through the thirtieth (30th) anniversary
of the Date of Commercial Operation (as such term is defined in the Montaup
Agreement). Montaup's Share is equal to twenty-five megawatts (25 MW)
divided by the Net Electrical Capability (as such term is defined in the
Montaup Agreement) of the Unit.
1.3 In order to facilitate the financing and thereby the development and
construction of the Unit, each of the Commonwealth Agreements, the Edison
Agreements, and the Montaup Agreement (collectively, the "Power Sale
Agreements") provides that the purchaser thereunder pay Grantor a front-loaded
floor price for electric capacity and related energy produced by the Unit, such
that each such purchaser and its ratepayers will receive proper consideration
therefor only to the extent that each such purchaser in able to purchase its
entitlement to the electric capacity and related energy from the Unit under
terms and conditions identical or substantially identical to those contained in
such purchaser's Power Sale Agreements for the full anticipated terms thereof.
1.4 Each of the Power Sale Agreements provides that the purchaser thereunder
may at its own cost construct, install, own, operate, and maintain electrical
metering equipment at the Site, in order to fulfill the purposes of this
Declaration and of the Power Sale Agreements.
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1.5 Each of the Commonwealth Agreements and the Edison Agreements, as it exists
as of the date hereof, has been submitted to and approved by the Massachusetts
Department of Public Utilities, in accordance with the regulations of such
Department. The Montaup Agreement, as it exists as of the date hereof, has been
submitted to and approved by the Federal Energy Regulatory Commission, in
accordance with the regulations of such Commission.
1.6 Grantor expects to derive substantial profit from the consideration
received through the operation of the Unit, including, without limitation,
consideration received through the sale of capacity and related energy to
Grantees under the Power Sale Agreements.
1.7 Grantor and Grantees desire to ensure the ability of each of the Grantees
to purchase such Grantee's Share, as described in Article 1.2 hereof, of the
electric capacity and related energy produced by the Unit under terms and
conditions, and at rates, identical or substantially identical to those
contained in the Power Sale Agreements for a period equal to the full
anticipated terms thereof, subject to the terms hereof, so as to ensure proper
consideration to each Grantee for amounts paid by it under such Grantee's
Agreements and to protect and preserve such Grantee's investment in any metering
equipment that such Grantee might install as hereinabove described.
1.8 Accordingly, as was provided in the Power Sale Agreements as an inducement
to Grantees to enter into such Power Sale Agreements, and in consideration of
the foregoing as well as for other good and valuable consideration, Grantor, for
itself, its successors, and assigns with respect to the Site, hereby grants to
each Grantee an easement with respect to the Site as described in Article Two
hereof (the "Easement") and declares that the Site and the Unit shall be held,
transferred, sold, conveyed, and occupied subject to the Easement and to the
covenants and restrictions hereinafter set forth.
ARTICLE TWO. Grant of Easement.
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2.1 Subject to the terms, conditions, covenants, and restrictions of this
Declaration Grantor does hereby grant to each Grantee a right-of-way and non-
exclusive easement with respect to the Site to construct, install, maintain,
repair, replace, remove, and operate in, on, over, under, across, and through
the Site electrical metering equipment, as well as to enter upon the Site for
purposes of inspecting the Unit at all reasonable times, all as contemplated by
the terms of the Power Sale Agreements.
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2.2 Grantor hereby also grants to each Grantee in connection with the Site the
right of entry and passage of men and women, vehicles, and machines on, over,
across, and through the walkways, roadways, and parking areas on the Site, to
the extent reasonably required for the purposes of having access to the Site for
performing such work as in hereinabove permitted.
2.3 Grantor hereby also grants to each Grantee the right to cut, trim, or
remove, at such Grantee's expense, any roots, trees, shrubs, brush, or other
surface or subsurface obstructions on the Site, that may in the reasonable
opinion of such Grantee interfere with or be likely to interfere with the
operation and functioning of the electrical metering equipment present at the
Site, or with the delivery of such Grantee's Share, as described in Article 1.2
hereof, of the electric capacity or related energy from the Unit.
2.4 Grantor expressly reserves the right to grant to other persons or entities
easements with respect to the Site, provided that such other grants of easements
do not materially interfere with the operation, maintenance, or safety of the
electrical metering equipment of any Grantee, or materially affect any
facilities installed by any Grantee by virtue of the rights granted hereunder.
Grantor shall notify each Grantee promptly of the nature and extent of any
easement granted to other parties. No Grantee shall have rights of approval
hereunder so long as Grantor is in compliance with this Declaration.
2.5 Each Grantee, by accepting the rights granted to it hereunder, agrees that,
in connection with the exercise of such rights, such Grantee shall be
responsible for any damage occurring to the Site or the Unit that is proximately
caused by such Grantee's activities, and shall promptly effect, at its own cost,
such repair as is necessary to restore the Site or the Unit to substantially the
condition in which it existed immediately prior to the commencement of whatever
activities of such Grantee that resulted in such damage. Each Grantee shall
save harmless and indemnify Grantor, its successors, and assigns, and each of
the other Grantees from and against any and all claims, actions, damages,
expenses, losses, settlements, or liabilities incurred by such Grantee, its
property, its employees, its agents, its contractors, or the public that may at
any time occur or arise out of the actions of such Grantee, its agents, its
contractors, or its employees. Each Grantee shall protect from damage all then-
existing improvements to the Site. Each Grantee shall use its beat reasonable
efforts to avoid interference with the work of, and the use and occupancy of the
Site by, Grantor and its agents, its employees, and its contractors.
2.6 Nothing contained herein shall be construed so as to prohibit Grantor from
having the right fully to use and enjoy the Site, including without limitation
means of ingress and egress, which right of use and enjoyment shall not be
interrupted by any
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Grantee except to the extent that such interruption might be necessary to allow
such Grantee to exercise the rights granted to it herein. Grantor may close off
certain easement rights granted to any Grantee for repair so long as Grantor
provides such Grantee with alternate access or easement rights acceptable to
such Grantee.
2.7 Subject to the termination provisions set forth in Article Four hereof, the
Easement granted hereunder to and for the benefit of each Grantee, its
successors, and its assigns, shall at all times be deemed to be a benefit with
respect to and burden upon the Site, intended to run with the Site and the title
thereto, and shall be binding upon Grantor, its Successors, its assigns, and all
parties claiming by, through, or under any of them, and shall inure to the
benefit of each Grantee, its successors, its assigns, and all parties claiming
by, through, or under any of them.
ARTICLE THREE. Declaration of Covenants and Restrictions
-----------------------------------------
3.1 Grantor hereby declares that the Site and the Unit shall be subject to the
following restrictions for the benefit of each Grantee, its successors, and its
assigns:
3.11 No electricity produced at the Site shall be sold unless and until
each Grantee is tendered such Grantee's Share of such electricity, as
described in Article 1.2 hereof, excepting only the tendering and sale to
the several Grantees as herein provided.
3.12 No production of steam at the Site shall materially adversely affect
the production of electricity by the Unit, except as contemplated in
Grantor's Lease Agreement with NECO-Bellingham, Inc., dated as of June 28,
1989, without the prior written consent of each Grantee.
3.13 The Unit shall not be operated in any manner that is inconsistent
with the manner of operation, maintenance, and insurance of the Unit
contemplated by the Power Sale Agreements.
3.14 Each Grantee has certain rights regarding any electricity produced at
the Site, and no such electricity shall be offered for sale except in
accordance with the terms of the Power Sale Agreements. If any of such
Power Sale Agreements previously has been terminated such electricity shall
be offered for sale to the original purchaser thereof only under terms and
at rates substantially identical to those contained in such terminated
Power Sale Agreements, with only such modifications, other than price, as
may be required by
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changed circumstances resulting from third-party actions (including, for
example, changes in laws, regulations, or NEPOOL requirements or
procedures).
3.2 Grantor hereby covenants for the benefit of each Grantee, its successors,
and its assigns that if at any time during the term of this Declaration, as
specified in Article Four hereof, any of the Power Sale Agreements terminates
for any reason other than the expiration of its full anticipated term or the
default of the Grantee that is the purchaser under such Power Sale Agreement, or
if any of the Power Sale Agreements is no longer in effect, Grantor, its
successors, and its assigns (subject in the case of the signatories to the
Accommodation Agreement, attached hereto as Appendix E, to the provisions
thereof) shall, within thirty (30) days of the date of such termination or of
such cessation of being in effect, offer to enter into an agreement with such
Grantee for the sale of electricity from the Unit under terms and at rates
substantially the same as those contained in such terminated or no-longer-in-
effect Power Sale Agreement, with only such modifications, other than price, as
may be required by changed circumstances resulting from third-party actions
(including, for example, changes in laws, regulations, or NEPOOL requirements or
procedures), and shall enter into such an agreement if such Grantee accepts such
offer.
3.3 Each Grantee, by accepting the benefits of the covenants and restrictions
declared hereunder, agrees that at the written request of any successor to or
assignee of the interests of Grantor in and to the Unit and the Site, pursuant
to Article 3.2, such Grantee shall within thirty (30) days enter into an
agreement with such successor or assignee under terms and at rates substantially
the same as those contained in such Grantee's Agreements, with only such
modifications, other than price, as may be required by changed circumstances
resulting from third-party actions (including, for example, changes in laws,
regulations, or NEPOOL requirements or procedures).
3.4 In the event of any subdivision of the Site into parcels, the foregoing
restrictions and covenants shall not apply to any such parcel that neither
contains the Unit (or any appurtenance thereto) nor is necessary for the
efficient operation of the Unit for its intended purposes; provided that the
elimination of such parcel from the Site subject to this Declaration must not
substantially diminish the value of this Declaration as a means of ensuring the
right of each Grantee to purchase such Grantee's Share of capacity and related
energy under terms and at rates identical or substantially identical to those
contained in such Grantee's Agreements, as described in Article 1.2 hereof, for
the full anticipated term thereof.
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3.5 Subject to the termination provisions set forth in Article Four hereof, the
covenants and restrictions declared hereunder for the benefit of each Grantee,
its successors, and its assigns shall at all times be deemed to be continuing
covenants and restrictions that shall be deemed to be a benefit with respect to
and burden upon the Site, intended to run with the Site and the title thereto,
and shall be binding upon the Grantor, its successors, its assigns, and all
parties claiming by, through, or under any of them, and shall inure to the
benefit of each Grantee, its successors, its assigns, and all parties claiming
by, through, or under any of them.
ARTICLE FOUR. Termination.
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4.1 With respect to any individual Grantee, this Declaration shall become void
on the first to occur of the following: (a) the date of expiration of the full
anticipated term of such Grantee's Agreements; (b) the failure of such Grantee
to remedy a material default of such Grantee after thirty (30) days written
notice by Grantor (or such longer period as in reasonably necessary to effect
such remedy), provided that an arbitrator or court of competent jurisdiction has
found that such Grantee is in material default, and that by reason of such
default Grantor is warranted in initiating such process of termination; (c) the
date that this Declaration is terminated with the written consent of Grantor and
such Grantee; or (d) failure by such Grantee after thirty (30) days prior
written notice to perform its obligation under Article 3.3 hereof.
Notwithstanding the foregoing, in the event that Grantor has terminated any
Grantee's Agreements, as described in Article 1.2 hereof, by reason of the
breach thereof by such Grantee, and Grantor tenders the subject energy and
capacity to such Grantee under this Declaration upon the same terms as would
apply under such terminated Grantee's Agreements, and despite such tender such
Grantee fails to take and pay for such energy and capacity as contemplated under
such terms, then Grantor shall be free, notwithstanding this Declaration, to
sell the subject energy and capacity to a third party during the pendency of
such period of non-performance by such Grantee. Upon this Declaration becoming
void with respect to such Grantee, Grantor and such Grantee hereby agree to
execute and deliver appropriate instruments of release from and discharge of the
terms hereof, to be filed with the Norfolk County Registry of Deeds (the
"Registry").
4.2 This Declaration shall terminate on the date that it becomes void with
respect to each and every one of the individual Grantees pursuant to Article 4.1
hereof.
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ARTICLE FIVE. Miscellaneous Provisions.
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5.1 Each and every contract, deed, deed of trust, mortgage, or other instrument
covering or conveying the Unit, the Site, or any portion thereof, that is
executed after this Declaration is filed with the Registry and before this
Declaration terminates, shall conclusively be held to have been executed,
delivered, and accepted subject to the covenants and restrictions set forth
herein, regardless of whether such covenants and restrictions are set forth in
such contract, deed, or other instrument. Grantor agrees to advise any
prospective transferee of the Site, the Unit, or any interest therein, in any
sale or other disposition (including a foreclosure sale or other disposition in
the exercise of remedies under any mortgage or other security interest), that
this Declaration is of record and that any such transfer will be subject to this
Declaration.
5.2 Grantor and each Grantee hereby declare their understanding and intent that
the burdens of the covenants and restrictions set forth herein touch and concern
the Unit and the Site-in that Grantor's interest in the Unit and the Site in
rendered less valuable thereby. Grantor and each Grantee hereby further declare
their understanding and intent that the benefits of such covenants and
restrictions touch and concern the Unit and the Site by enhancing and increasing
the likelihood each Grantee and its ratepayers, the intended beneficiaries of
such covenants and restrictions, will be able to purchase such Grantee's Share
of the electric capacity and related energy from the Unit under terms and at
rates identical or substantially identical to those contained in the Power Sale
Agreements for the full anticipated term thereof.
5.3 If Grantor defaults in the performance or observation of any covenant or
restriction set forth in this Declaration, and if such default remains uncured
for a period of forty-five (45) days after written notice thereof is given by
any Grantee to Grantor, then such Grantee may declare a default to have occurred
hereunder, and, at its option, may take any one or more of the following steps,
after providing ten (10) days written notice to the other Grantees of its
intentions:
5.31 By mandamus or other suit, action, or proceeding at law, including
suit for injunctive relief, require Grantor to perform its covenants
hereunder or enjoin any acts or omissions that may be unlawful or in
violation of the restrictions set forth herein or of the rights of such
Grantee hereunder.
5.32 Have access to and inspect, examine, and make copies of all the books
and records of Grantor pertaining to the Site or the Unit.
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5.33 Take such other actions at law or in equity as may appear necessary
or desirable to enforce the restrictions upon and covenants of Grantor
hereunder.
5.4 Grantor shall cause this Declaration and any amendments or supplements
hereto to be duly filed with the Registry. Grantor shall pay all fees and
charges incurred in connection with any such filing.
5.5 This Declaration shall be governed by the laws of the Commonwealth of
Massachusetts.
5.6 This Declaration shall be amended only by a written instrument executed by
all the parties hereto or their successors in title, which amendment shall be
duly filed with the Registry in accordance with Article 5.4 hereof.
5.7 Any notice required to be given hereunder shall be given by certified or
registered mail, postage prepaid, return receipt requested, or by hand or
personal delivery, at the addresses specified below, or at such other addresses
as may be specified in writing by the party in question:
To Grantor: Northeast Energy Associates, A Limited
Partnership
Intercontinental Energy Corporation
350 Lincoln Street, Suite 111
Hingham, Massachusetts 02043
Attention: President
To Grantees: Commonwealth Electric Company
2421 Cranberry Highway
Wareham, Massachusetts 02571
Attention: President
(with a copy to Michael F. Donlan, Esq.
Rich, May, Bilodeau & Flaherty, P.C.
294 Washington Street
Boston, Massachusetts 02108)
Boston Edison Company.
800 Boylston Street
Boston, Massachusetts 02199
Attention: Division Head -- Municipal
and Customer Generation
Montaup Electric Company
75 West Center Street
Post Office Box 543
West Bridgewater, Massachusetts 02379
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(with a copy to Post Office Box 2333
Liberty Square
Boston, Massachusetts 02107)
Notices given hereunder shall be deemed to have been given upon receipt or any
refusal to accept.
5.8 All of the rights, benefits, duties, liabilities, and obligations of
Grantor and each of the Grantees hereunder shall inure to the benefit of and be
binding upon their respective successors and assigns.
5.9 This Declaration shall be interpreted in light of the express intent of
Grantor hereunder to grant the easement and impose upon the Site and the Unit
the burden of the covenants and restrictions set forth herein for the benefit of
each of the Grantees. In the event that any of the provisions, portions, or
applications of this Declaration are held to be unenforceable or invalid by any
court of competent jurisdiction, the validity and enforceability of the
remaining provisions, portions, or applications thereof shall not be affected
thereby.
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In witness whereof, Grantor and each of the Grantees has caused this Declaration
to be executed as a sealed instrument as of the date first above written.
NORTHEAST ENERGY ASSOCIATES, A LIMITED PARTNERSHIP, Grantor,
By INTERCONTINENTAL ENERGY CORPORATION, Its General Partner,
By________________________,
Its_______________________.
COMMONWEALTH ELECTRIC COMPANY, Grantee,
By________________________,
Its_______________________.
BOSTON EDISON COMPANY, Grantee,
By________________________,
Its_______________________.
MONTAUP ELECTRIC COMPANY, Grantee,
By________________________,
Its_______________________.
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THE COMMONWEALTH OF MASSACHUSETTS )
) ss.:
THE COUNTY OF ___________________ )
Personally appeared before me ________________________,
________________________ of Boston Edison Company, to me known as being
thereunto duly authorized, and acknowledged the same to be the free act and deed
of said Boston Edison Company.
________________________________________
Notary Public
Dated:________, 1989 My Commission Expires___________________
THE COMMONWEALTH OF MASSACHUSETTS )
) ss. :
THE COUNTY OF ___________________ )
Personally appeared before me _____________________________, of Montaup
Electric Company, to me known as being thereunto duly authorized, and
acknowledged the same to be the fret act and deed of said Montaup
Electric Company.
________________________________________
Notary Public
Dated:________, 1989 My Commission Expires___________________
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THE COMMONWEALTH OF MASSACHUSETTS )
) ss.:
THE COUNTY OF ___________________ )
Personally appeared before me______________________________, ______________
__________________ of Intercontinental Energy Corporation, general partner of
Northeast Energy Associates, A Limited Partnership, a Signer and Sealer of the
foregoing Instrument, to me known as being thereunto duly authorized, and
acknowledged the same to be the free act and deed of Intercontinental Energy
Corporation, acting as general partner of Northeast Energy Associates, A Limited
Partnership, and the free act and deed of said Northeast Energy Associates, A
Limited Partnership.
_______________________________________
Notary Public
Dated:________, 1989 My Commission Expires__________________
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.:
THE COUNTY OF ___________________ )
Personally appeared before me _____________________________, _____________
____________ of Commonwealth Electric Company, to me known as being thereunto
duly authorized, and acknowledged the same to be the free act and deed of said
Commonwealth Electric Company.
_______________________________________
Notary Public
Dated:________, 1989 My Commission Expires__________________
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APPENDIX A
DESCRIPTION FOR DECLARATION
The land in Bellingham, Norfolk County, Massachusetts, situated on the
southwesterly side of Depot Street and bounded and described as follows:
NORTHEASTERLY by Depot Street, by four lines, 62.66 feet, 229.57 feet,
109.12 feet and 299.96 feet;
SOUTHERLY by lands now or formerly of Patton, Pearson, Alward,
Doriott, Chappell and Lorusso, 620.55 feet;
SOUTHEASTERLY
and SOUTHERLY by land of Winiker Realty Trust, by two lines, 325.43 feet
and 11.70 feet;
SOUTHEASTERLY by land of Winiker Realty Trust, by the northeasterly end of
a "way" shown on a plan entitled "Plan of Land in
Bellingham, Massachusetts Surveyed for Intercontinental
Energy Associates," dated January 6, 1988, revised March 7,
1989, to be recorded as Plan No. 596 of 1989, Book 382 (the
"Winiker Plan"), and by land of Margaret A. and Helen C.
Maher and by Leonard and Roberta Kritz, 835.58 feet;
EASTERLY by land of Joseph and Rita Bogan, by land of William R. and
Janet L. Reardon, by land of Paul R. Mantoni and Victoria A.
McBride and by land of Theodore and Frances Seethaler,
513.47 feet;
SOUTHERLY by land of William F. and Maureen McLaughlin, 214.42 feet;
SOUTHWESTERLY
and WESTERLY by land of William P. Coniaris, by land of Eleni S.
Coniaris, by land of Winiker Realty Trust and by land of The
Prestwich Corporation by several lines measuring together,
1533.10 feet;
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NORTHWESTERLY,
WESTERLY,
SOUTHERLY and
WESTERLY by land of The Prestwich Corporation and by Box Pond by four
lines measuring respectively, 186.32 feet, 74.86 feet,
247.00 feet, more or less, and 600.00 feet, more or less;
WESTERLY By Box Pond, 390 feet, more or less (of which 220 feet more
or less, is frontage on Box Pond of land now or formerly of
Ronald Mailly);
NORTHERLY and
NORTHWESTERLY by land of The Prestwich Corporation by four lines measuring
respectively, 156.00 feet, more or less, 56.25 feet, 158.75
feet and 60.00 feet, more or less;
NORTHEASTERLY
and NORTHERLY by the Charles River, 235.00 feet, more or less, and 315.00
feet, more or less;
NORTHEASTERLY,
NORTHWESTERLY
and
NORTHEASTERLY by Depot Street by four lines measuring respectively, 134.00
feet, more or less, 40.00 feet, 25.00 feet, and 122.22 feet;
SOUTHEASTERLY by a "road" with a 50 feet right of way as shown on a plan
entitled "Northeast Energy Associates Combined Cycle
Cogeneration Facility, Bellingham, Massachusetts, Definitive
Plan, Bellingham Cogeneration Subdivision," last revised
June 8, 1989, recorded with Norfolk Registry of Deeds as
Plan No. 623 of 1989, Book 382 (the "Subdivision Plan"),
107.98 feet;
WESTERLY and
SOUTHWESTERLY by two lines, 62.92 feet and 241.42 feet,
SOUTHEASTERLY 240.00 feet,
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EASTERLY
NORTHEASTERLY
NORTHERLY
NORTHEASTERLY
EASTERLY and
NORTHEASTERLY by six lines, 56.57 feet, 87.00 feet, 55.15 feet, 55.00
feet, 48.08 feet, and 45.00 feet, all by Lot 2 as shown on
the Subdivision Plan; and
SOUTHEASTERLY 50 feet,
NORTHEASTERLY 50 feet, and
NORTHWESTERLY 389.33 feet, all by the "road" as shown on the Subdivision
Plan.
Said Lot I containing 50.73 acres, more or less, and consisting of Lot I as
shown on the Subdivision Plan, land of Ronald Mailly as shown on the Winiker
Plan and land shown as Lot 40A on a plan entitled "Plan of Land in Bellingham,
Massachusetts Surveyed for Intercontinental Energy Corporation," dated July 10,
1988, and recorded as Plan No. 620 of 1989, Book 382.
Lot II
- ------
The land in Bellingham, Norfolk County, Massachusetts, situated on the
northeasterly side of Depot Street and shown as Lot 2 on the Winiker Plan,
bounded and described according to the Winiker Plan as follows:
SOUTHWESTERLY by Depot Street, by three lines measuring respectively,
46.47 feet, 197.87 feet and 155.00 feet, more or less;
NORTHWESTERLY by the Charles River, 360.00 feet, more or less; and
SOUTHEASTERLY
and EASTERLY by land of Consolidated Rail Corporation, 75.00 feet, more
or less, and 393.50 feet.
Containing, according to the Winiker Plan, 1.37 acres, more or less.
For Grantor's title see the following deeds to Grantor: 1) deed of Samuel
Winiker and Muriel Shpilner as Trustees of Winiker Realty Trust u/d/t dated
February 1, 1982, recorded with Norfolk Registry of Deeds in Book 5976, Page
216, said deed recorded an June 30, 1989 as Instrument No. 53033; 2) deed of
Vincent R. Thayer, individually and as Executor under the Will of Ruel S. Thayer
(Norfolk Probate Case No. 174266); Jeanne E. Kampton and
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Howard E. Thayer, individually and as Executors under the Will of Hilda M.
Thayer (Norfolk Probate Case No. 85P249E1); Donald R. Thayer and Lorraine F.
Duncan, said deed recorded on June 30, 1989 as Instrument No. 53034; and 3),
deed of Ronald R. Mailly and Carolina A. Mailly, recorded on June 26, 1989 as
Instrument No. 50886.
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APPENDIX B
COMMONWEALTH AGREEMENTS
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1. Power Sale Agreement between Northeast Energy Associates, ("NEA") and
Commonwealth Electric Company ("Commonwealth"), dated as of November 26,
1986 and modified by amendments dated as of August 15, 1988 and January 1,
1989.
2. Power Sale Agreement between NEA and Commonwealth dated as August 15, 1988
and modified by an amendment dated as of January 1, 1989.
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APPENDIX C
EDISON AGREEMENTS
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1. Power Purchase Agreement between Northeast Energy Associates, A Limited
Partnership ("NEA") and Boston Edison Company ("Edison"), dated as of April
1, 19986 and modified by amendments dated as of June 8, 1987 and June 20,
1989.
2. Power Purchase Agreement between NEA and Edison, dated January 28, 1988 and
modified by an amendment dated as of June 20, 1989.
APPENDIX D
MONTAUP AGREEMENT
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1. Power Purchase Agreement between NEA and Montaup Electric Company, dated
October 17, 1986 and modified by an amendment dated as of June 28, 1989.
APPENDIX E
ACCOMMODATION AGREEMENT
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1. Accommodation Agreement, dated as of June 28, 1989 among NEA, Commonwealth
Electric Company, Edison, Montaup, and The Chase Manhattan Bank (National
Association) as Agent for the lenders that are parties to the Credit
Agreement.
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co. Declaration of Easements, Covenants and Restrictions made as of June 28,
1989 by NEA in favor of Commonwealth, BECO and Montaup.
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