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Scanned Hoag Llp Attorneys at Law

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Scanned Hoag Llp Attorneys at Law RFOLEYFOLEY* SCANNED HOAG LLP ATTORNEYS AT LAW Adam Kahn Boston Office 617.832.1206 June 9, 2004 akahonfoleyhoag.com By Federal Express Deborah A. Marshall 1) Chief Audit and Site Management Section Massachusetts Department of Environmental Protection JUN I 02004 Southeast Regional Office 20 Riverside Drive Lakeville, MA 02347 Re: Somerset -- BWSC/ASM Brayton Point Station Brayton Point Road RTN- 4-00158 Response to May 12, 2004 RAO Screening Review Dear Ms. Marshall: This letter is a follow up to our recent exchange of voice mail messages. We are environmental counsel to USGen New England, Inc. ("USGenNE") which received the Department's RAO Screening Review dated May 12, 2004. A copy of that document is enclosed for your convenience. The RAO Screening Review stated that "the AUL recorded for your site is not referenced in subsequent property conveyance instruments, as required by the MCP. The property was granted to USGen New England by New England Power. The sale is recorded at the Bristol County Registry of Deeds on September 9, 1998. ... The deed into the new owner bore no reference, either marginally or by incorporation, to the AUL." USGenNE has reviewed the deed from New England Power Company ("NEP") to USGenNE and determined that it did properly reference the AUL. Specifically, the "Deed and Assignment of Lease" pursuant to which NEP transferred Brayton Point Station to USGenNE ("Deed") contained a paragraph stating as follows: "The granted. premises are conveyed and assigned subject to and together with the benefit of all' matters appearing of record at said Registry of Deeds, including without limitation a notice of activity and use limitation recorded with said Registry of Deeds on July 25, 15/119411.1 Seaport World Trade Center West / 155 Seaport Blvd. / Boston, MA 02210-2600 / TEL: 617.832.1000 / FAX: 617.832.7000 Foley Hoag LLP BOSTON WASHINGTON, DC www.foleyhoag.corn Deborah A. Marshall June 9, 2004 Page 2 1997 in Book 3269, Page 306. See Associated Plan recorded with said Registry of Deeds in Plan Book 112, Pages 9 and 10.)" (emphasis added). I have attached a photocopy of the Deed, which was recorded at Book 3472, Page 212 on September 3, 1998 (not September 9, 1998, as stated in the RAO Screening Review), for your reference. Based on the inclusion in the Deed, USGenNE respectfully believes that no further action is required to respond to the RAO Screening Review. However, if the Department has further questions, or believes that this interpretation is in error, please do not hesitate to contact me directly, so that appropriate action can be taken. Otherwise, we would appreciate confirmation from the Department that no further action is required. Thank you for your attention to this matter. Very truly yours, Adam K APK:lab Enclosure cc: Kenneth L. Small Paula A. Hamel 15/119411.1 DI 'tIC341e ru C:ZIL 09/03/98 10:02 DOC. 15746 YBrayton Point 8/14/98 DEED and ASSIGNMENT OF LEASE New England Power Company, a Massachusetts corporation ("Grantor") for consideration paid of $114,198,358.00 GRANTS to USGen New England, Inc., a Delaware corporation with a mailing address of 7500 Old Georgetown Road, 13th Floor, Bethesda, MD 20814 ("Grantee"), the land with the buildings and other improvements thereon, together with the rights appurtenant thereto, in Somerset, Bristol County, Massachusetts described in the deeds and other instruments of conveyance to the Grantor listed in schedule "Title Documents" attached hereto. The foregoing land and interests in land are herein called the Granted Premises. Without limiting the generality of the foregoing, for the consideration aforesaid the Grantor hereby ASSIGNS to the Grantee the leasehold estate created by the lease from the Commonwealth of Massachusetts to New England Power Company dated May 5, 1959 and recorded with Bristol (Fall River District) Registry of Deeds in Book 714, Page 63. By its acceptance hereof the Grantee agrees to pay and perform all of the lessee obligations under said lease. Included in this grant is the transfer to the Grantee of the permits issued by the Department of the Army Corps of Engineers recorded with said Registry of Deeds in Book 1416, Page 32; Book 1090, Page 494; Book 1123, Page 1050; Book 1222, Page 80 and Book 1343, Page 192. The Grantor, for itself and its successors, covenants with the Grantee and its successors and assigns, that the Granted Premises as described herein are free from all encumbrances made by the Grantor, and that it will, and its successors shall, warrant and defend the same to the Grantee and its successors and assigns forever against the lawful claims and demands of all persons claiming by, through or under the Grantor, but against none other. Excepting and excluding from the Granted Premises all land and interests in land conveyed to third parties by the Grantor subsequent to the date of the deeds listed in schedule "Title Documents" by instruments recorded with Bristol (Fall River District) Registry of Peeds. Also excepting and excluding from the Granted Premises the land and interests in land described in schedule "Exclusions" attached hereto. Excepting from the Granted Premises and reserving to the Grantor the structures, facilities, rights and easements set forth in schedule "Reservations" attached hereto. The Granted Premises are conveyed and assigned subject to and together with the benefit of all matters appearing of record at said Registry of Deeds, including without limitation a Notice of Activity and Use Limitation recorded with said Registry of Deeds on July 25, 1997 in Book 3269, Page 306 (see associated plan recorded with said Registry of Deeds in Plan Book 112, Pages 9 and 10). The Granted Premises do not constitute all or substantially all of the assets of the Grantor located in the Commonwealth of Massachusetts. Executed as an instrument under seal the A4/20 day of August, 1998. %0 NEW ENGLAND POWER COMPANY e rn C" 2, P1 - C-A iAI In. 00 c4tn X~ c Lawrence . ailey ' 0 lame: ca -C' Title: President Commonwealth of Massachusetts County of Suffolk, ss. August Q , 1998 Then personally appeared the above-named Lawrence E. Bailey, the President of New England Power Company and acknowledged the foregoing to be the free act and deed of New England Power Company, before me C0 C WI- CI- Notary Public Cn a6 _A: g% 0 WD My commission expires(vIeL ..Qf i2O C 0 STEPHEN P.NAPOUTANO, Notary Pubit My Commission Expires July 28, 2000 00 01 1 DEEDS REG DEEDS REG 05- DEEDS REG 05 DEEDS R$E .05 BRISTOL bray' BRISTOL BRISTOL 'BRISTOL 09/03/98 09/03/PS I09/03/98 09/03k9 C L~tEL OOO A2ANCELL ED -2- TAX 99000 TAX 99000.80. TAX : 99744.5 CHCK *99P00 .00 CHCKr99000.00 TAX 99000-00 CHCK 99744.51 CHCK. 99000.00 016 4A0 b 6 :39 0165A000 09:39 0W61A000 09:38 EXCISE. TAX :EXCISE TAX 0162A000"09:38 EXCISE TAX rXCISE TAX The Granted Premises are conveyed and assigned subject to and together with the benefit of all matters appearing of record at said Registry of Deeds, including without limitation a Notice of Activity and Use Limitation recorded with said Registry of Deeds on July 25, 1997 in Book 3269, Page 306 (see associated plan recorded with said Registry of Deeds in Plan Book 112, Pages 9 and 10). The Granted Premises do not constitute all or substantially all of the assets of the Grantor located in the Commonwealth of Massachusetts. Executed as an instrument under seal the d4±.43 day of August, 1998. NEW ENGLAND POWER COMPANY Name: Lawrence Eailey Title: President Commonwealth of Massachusetts County of Suffolk, ss. August 1998 Then personally appeared the above-named Lawrence E. Bailey, the President of New England Power Company and acknowledged the foregoing to be the free act and deed of New England Power Company, before me Notary Public My commission expire9k oi&$O00 STEPHEN P.NAPOUTANO, Notary Pubi My Commission Expires July 28, 2000 marjow/104625.172/deeds/brayton -2- BRAYTON POINT STATION SCHEDULE OF TITLE DOCUMENTS GRANTOR DATE - BOOK PAGE Carpenter & Co., Inc. NEP' 10/15/56 667 386 Warren R. Chace, Constance E. NEP 7/15/98 3445 231 Chace, Elsbeth B. Hersey and Raymond L. Chace Commonwealth of Massachusetts NEP 5/5/59 714 63 Department of Public Works Slade Realty Corp. - NEP 12/29/59 725 38 'I NOTE: All recorded instruments were recorded with the Bristol Fall River Registry of Deeds. 1NEP = New England Power Company c:Modecgeneralcdsytancsb Page 1 7/15/98 BRAYTON POINT STATION SCHEDULE OF EXCLUSIONS There are excepted and excluded from this conveyance all rights and easements held by the Grantor relating to the transmission and distribution of electric energy and for communication purposes, now existing pursuant to instruments recorded in the office for recording deeds for the county or town, as applicable, where the real property is located. b7che.cs Brayton Point August 7, 1998 Schedule of Reservations In connection with the reservation by the Grantor and exclusion from this sale of the business of, and assets associated with, the transmission and distribution of electricity, the Grantor excepts, reserves and retains title to the following structures, facilities, equipment, rights and easements: 1. The exclusive perpetual right and easement to construct, reconstruct, install, repair, replace, maintain, operate and patrol, for the transmission of high and low voltage electric energy and for the transmission of intelligence, lines of buried and above-ground wires and cables and lines of towers or poles or both (which may be erected at the same or different times), with wires and cables strung upon and from the same,
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