Exhibit 10.1
AMENDMENT
Dated as of March 29, 2002
to
GENERATION PURCHASE RIGHT AGREEMENT
by and between
KEYSPAN CORPORATION
AS SELLER,
and
LONG ISLAND LIGHTING COMPANY d/b/a LIPA,
AS BUYER,
Dated as of June 26, 1997
This AMENDMENT (the "Amendment") is made and entered into as of March
29, 2002, by and between KEYSPAN CORPORATION, a New York corporation formerly
known as MarketSpan Corporation (the "Seller"), as assignee of Long Island
Lighting Company, and LONG ISLAND LIGHTING COMPANY d/b/a LIPA, a New York
corporation (the "Buyer"), as assignee of Long Island Power Authority, to the
Generation Purchase Right Agreement, by and between the Seller and the Buyer,
dated as of June 26, 1997 (the "GPRA").
RECITALS
WHEREAS, the Seller and the Buyer have determined to revise the term
during which the Right may be exercised in accordance with the GPRA; and
WHEREAS, the Buyer and KeySpan Electric Services LLC, a wholly owned
subsidiary of the Seller are contemporaneously entering into certain amendments
to the Management Services Agreement between such parties dated as of June 26,
1997.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.1. Definitions. All capitalized terms used in this Amendment and
not otherwise defined shall have the meanings assigned to them in the GPRA.
ARTICLE 2
AMENDMENTS TO GPRA
Section 2.1. Amendment to Section 2.2 of the GPRA. Section 2.2 of the GPRA
is amended to read as follows:
Section 2.2 Exercisability. Subject to the further terms of this
Agreement, the Right shall become exercisable at any time after
November 28, 2004. The Right shall expire and cease to be exercisable
at 12:01 a.m. on May 28, 2005.
Section 2.2 Amendment to Section 2.7 of the GPRA. The first sentence of
Section 2.7 of the GPRA is amended to read as follows:
The closing of this Agreement will be on a date scheduled by LIPA not
earlier than May 28, 2005 (the "Closing Date") at a location to be
agreed upon by the parties hereto following the Exercise Date.
Section 2.3. Amendment to Section 5.1 of the GPRA. Paragraph (h) of Section
5.1 of the GPRA is amended by deleting "the third anniversary hereof" in the
first sentence of such paragraph and adding the place thereof "May 29, 2004."
Section 2.4. Amendment to Section 5.3 of the GPRA. Subsection (a) of
Section 5.3 of the GPRA is amended by deleting "the third anniversary hereof" in
the first sentence of such subsection and adding in the place thereof "May 29,
2004."
Section 2.5 Initial Management Agreement. In the event that Buyer
determines to retain a company to manage the Generating Facilities for Buyer
upon Buyer's acquisition of the Generating Facilities, Buyer will, as part of
the manager selection process and consistent with Buyer's procurement
obligations, negotiate in good faith with Seller regarding a potential, mutually
acceptable initial management agreement. Buyer's agreement to negotiate in good
faith with Seller shall not preclude Buyer from also negotiating with, and
selecting, a third party to manage the Generating Facilities for Buyer.
ARTICLE 3
MISCELLANEOUS
Section 3.1. Effective Date. This Amendment shall be effective upon its
execution and delivery by the parties hereto.
Section 3.2. Affirmation of Representations. All representations and
warranties of the Seller and Genco set forth in Section 4.1 of the GPRA are true
and correct as of the date hereof. Seller and Genco have been, and are, in
compliance with the GPRA, including, without limitation, Section 5.1 thereof.
All representations and warranties of the Buyer set forth in Section 4.3 of the
GPRA are true and correct as of the date hereof. Buyer has been, and is, in
compliance with the GPRA.
Section 3.4. Additional Representations. The Seller and Genco, jointly and
severally, represent and warrant to the Buyer that no consent, approval or
authorization of, or declaration, filing or registration with, any Governmental
Authority is required to be made or obtained by Seller or Genco in connection
with the execution, delivery and performance of this Amendment by Seller or
Genco. The Buyer represents and warrants to the Seller that no consent, approval
or authorization of, or declaration, filing or registration with, any
Governmental Authority is required to be made or obtained by the Buyer in
connection with the execution, delivery and performance of this Amendment by the
Buyer.
Section 3.5. Severability. The provisions of this Amendment are severable,
and if any provision hereof shall be determined by a court of competent
jurisdiction to be invalid or unenforceable, such determination shall not
affect, impair or invalidate the remainder of this Amendment.
Section 3.6. Miscellaneous. Except as amended hereby, the GPRA shall remain
in full force and effect. This Amendment shall be governed, including, without
limitation, as to validity, interpretation and effect, by the Laws of the State
of New York. This Amendment may be executed in two or more counterparts which
together shall constitute a single agreement.
IN WITNESS WHEREOF, each party hereto has duly executed this
Amendment as of the date first above written.
KEYSPAN CORPORATION
By /s/
-----------------------------------------
Name:
Title:
LONG ISLAND LIGHTING COMPANY
d/b/a LIPA, as Buyer
By /s/
-----------------------------------------
Name:
Title:
Acknowledged and agreed to by:
KEYSPAN GENERATION LLC
By /s/
-----------------------
Name:
Title: