NOTICE OF FILING AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT. PLEASE TAKE NOTICE that on August 19, 2010, the above-captioned debtors and

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1 D. J. Baker Robert J. Rosenberg Caroline A. Reckler (appearing pro hac vice) Kimberly A. Posin (appearing pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone: (212) Facsimile: (212) to the Debtors and Debtors-in-Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re:, et al., 1 Debtors. Chapter 11 Case No (SCC) Jointly Administered NOTICE OF FILING AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT PLEASE TAKE NOTICE that on August 19, 2010, the above-captioned debtors and debtors-in-possession (collectively, the Debtors ) filed an Asset Purchase dated August 7, 2010 (the APA ) by and between the Debtors, as sellers, Constellation Holdings, Inc., as buyer, and Constellation Energy Group Inc., as guarantor. The APA was attached as Exhibit E to the Motion of the Debtors for Entry of (I) an Order Approving and Authorizing (A) Bidding Procedures in Connection with the Sale of Substantially All of the Assets of the Debtors, (B) Stalking Horse Bid Protections, (C) Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection with the Sale of Substantially All of the Assets of the 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor s federal tax identification number, include: (0631); EBG Holdings (3635); Fore River Development, (7933); Mystic I, (0640); Mystic Development, (7940); BG New England Power Services, Inc. (0476); and BG Boston Services, (6921). NY\

2 Debtors, (D) the Form and Manner of Notice of the Sale Hearing and (E) Related Relief; and (II) an Order Approving and Authorizing (A) the Sale of Substantially all of the Assets of the Debtors Free and Clear of Claims, Liens, Liabilities, Rights Interests and Encumbrances, (B) the Debtors to Enter Into and Perform Their Obligations Under the Asset Purchase, (C) the Debtors to Assume and Assign Certain Executory Contracts and Unexpired Leases, (D) the Transition Services and (E) Related Relief [Docket No. 24]. PLEASE TAKE FURTHER NOTICE that on November 9, 2010, the Debtors filed Amendment No. 1 to Asset Purchase and Consent, which was attached as Exhibit A to the Notice of Filing Amendment No. 1 to Asset Purchase and Consent [Docket No. 400]. PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit A is Amendment No. 2 to Asset Purchase ( APA Amendment No. 2 ). PLEASE TAKE FURTHER NOTICE that APA Amendment No. 2 has been electronically filed with the Bankruptcy Court and may be examined and inspected by interested parties by (i) accessing the Bankruptcy Court s website at or (ii) accessing the website maintained by the Debtors in connection with their chapter 11 cases at Note that a PACER password is needed to access documents on the Bankruptcy Court s website. Dated: January 5, 2011 New York, New York /s/ D.J. Baker D. J. Baker Robert J. Rosenberg Caroline A. Reckler (appearing pro hac vice) Kimberly A. Posin (appearing pro hac vice) LATHAM & WATKINS LLP 885 Third Avenue New York, New York Telephone: (212) Facsimile: (212) to the Debtors and Debtors-in-Possession NY\

3 Exhibit A APA Amendment No. 2 NY\

4 EXECUTION COPY AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 2, dated as of January 3, 2011 (this Amendment ) to the Asset Purchase, dated as of August 7, 2010, by and among EBG Holdings, a Delaware limited liability company ( Holdings ),, a Delaware limited liability company ( BGen ), Mystic I,, a Delaware limited liability company ( Mystic I ), Fore River Development,, a Delaware limited liability company ( FRD ), Mystic Development,, a Delaware limited liability company ( Mystic Development ), BG Boston Services,, a Delaware limited liability company ( BGBS ), and BG New England Power Services, Inc., a Delaware corporation ( BGNE and together with Holdings, BGen, Mystic I, FRD, Mystic Development and BGBS, Sellers and each a Seller ), Constellation Holdings, Inc., a Maryland corporation ( CHI ), and Constellation Energy Group, Inc., a Maryland corporation ( Guarantor ), as amended by Amendment No. 1 to the Asset Purchase and Consent, dated as of November 9, 2010 (the Asset Purchase ), is by and among Sellers, Constellation Mystic Power,, a Delaware limited liability company ( Buyer ) and Guarantor. Sellers, Buyer and Guarantor are referred to herein individually as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Asset Purchase. WITNESSETH: WHEREAS, the Sellers, CHI and Guarantor have heretofore entered into the Asset Purchase ; WHEREAS, in accordance with the Asset Purchase, CHI has assigned to Buyer, and Buyer has assumed, all of CHI s rights and obligations under the Asset Purchase pursuant to an Assignment and Assumption, dated as of December 27, 2010; and WHEREAS, the Parties now wish to amend the Asset Purchase as provided below. NOW THEREFORE, in consideration of the premises and the agreements herein contained, intending to be legally bound hereby, the Parties hereby agree as follows: 1. Amendments to Asset Purchase (a) Schedule 2.1(c) (Assumed Contracts) to the Asset Purchase is hereby deleted in its entirety and replaced with a new Schedule 2.1(c) in the form attached hereto as Exhibit 1. (b) Section 9.5 (Notices) to the Asset Purchase is hereby revised to replace 505 Fifth Avenue, 21st Floor, New York, NY with 300 Atlantic Street, 5th Floor, Stamford, CT for the address of any Seller.

5 2. Miscellaneous (a) Effect. Except as expressly amended hereby, the Asset Purchase, including the Schedules and Exhibits shall remain in full force and effect. (b) Governing Law. This Amendment shall be construed and interpreted, and the rights of the Parties shall be determined, in accordance with the Laws of the State of New York, without giving effect to any provision thereof that would require the application of the substantive laws of any other jurisdiction, except to the extent that such Laws are superseded by the Bankruptcy Code. (c) Counterparts; Facsimile and Electronic Signatures. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterparts to this Amendment may be delivered via facsimile or electronic mail. In proving this Amendment, it shall not be necessary to produce or account for more than one such counterpart signed by the Party against whom enforcement is sought. [Remainder of Page Intentionally Left Blank] -2-

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8 Exhibit 1 Schedule 2.1(c) (Assumed Contracts)

9 Schedule 2.1(c) 1 2 Contract 1. NSTAR Services (Boston Edison ) EBG Holdings Name of Contract Contract Date Notice Payment Interconnection and Operation between Boston Edison and Sithe Energies, Inc. December 10, 1997 Boston Edison Attn: Doug S. Horan, Esq., Senior Vice President and General 800 Boylston Street Boston, MA Boston Edison Attn: Lead Transmission Asset Management Liaison c/o NSTAR Electric & Gas One NSTAR Way, NE240 Westwood, MA Interconnection and Operation This was assigned by Sithe Energies, Inc. to Exelon Generation who then assigned this to EBG Holdings. 1 The inclusion of a contract, lease or other agreement on this Schedule does not constitute an admission that such contract, lease or other agreement is an executory contract or unexpired lease or that such contract or lease will be assumed by the Seller and assigned to the Buyer pursuant to Section 365 of the Bankruptcy Code. The Seller reserves all of its rights, claims and causes of action with respect to the contracts, leases and other agreements listed herein. 2 Assumption of contracts marked with an asterix ( [*] ) will be effective after court approval

10 2. NSTAR Services (formerly Boston Edison ) Sithe Mystic, Sithe New Boston, Sithe Edgar, Sithe West Medway, Sithe Framington, Sithe Wyman, EBG Holdings 3. City of Everett Mystic I, (formerly Sithe Mystic ) Name of Contract Contract Date Notice Payment Regarding Obligations under Interconnection and Operation Tax Increment Financing by and between City of Everett and Sithe Mystic May 15, 1998 December 10, 1999 Boston Edison Attn: Douglas S. Horan, Esq., Senior Vice President and General 800 Boylston Street Boston, MA Boston Edison Attn: Lead Transmission Asset Management Liaison c/o NSTAR Electric & Gas One NSTAR Way, NE240 Westwood, MA City of Everett City Hall 484 Broadway Everett, MA Attn: Assessor This was assigned by Sithe Energies, Inc. to Exelon Generation who then assigned this to EBG Holdings. Tax Increment Financing (see also 4.3.2) -Site Amendment Tax Increment Financing Plan

11 4. City of Everett 5. Mystic I, (formerly Sithe Mystic ) Boston Gas, d/b/a KeySpan Energy Delivery New England, d/b/a National Grid Mystic I, Name of Contract Contract Date Notice Payment for Payment in Lieu of Taxes KeySpan 365 Day Firm Transportation Service December 10, 1999 November 30, 2007 City of Everett Attn: Assessor City Hall 484 Broadway Everett, MA KeySpan Energy Delivery New England 52 Second Avenue Waltham, MA Manager- Key Accounts Boston Gas d/b/a KeySpan Energy Delivery New England Attn: President, General 300 Erie Boulevard West Syracuse, NY Sets forth annual payments to be made to the city (see also 4.3.1) -Letter confirming agreement (3.3.5) -Tax Memo (3.3.7) Firm Transportation Services Extension Letter Extending through

12 6. Distrigas of Massachusetts Mystic Development, 7. Distrigas of Massachusetts Mystic Development, 8. Distrigas of Massachusetts Mystic I, Name of Contract Contract Date Notice Payment Amended and Restated Firm Gas Sales and Purchase between Distrigas of Massachusetts and Mystic Development, dated as of December 3, 2007 Gas Facilities Easement Non-Firm Gas Sales and Purchase between Distrigas of Massachusetts and Mystic I, December 3, 2007 July 1, 2001 April 11, 2008 Distrigas of Massachusetts One Liberty Square, 10 th Floor Boston, MA Attn: VP Sales & Transportation Distrigas of Massachusetts Attn: VP Sales & Transportation One Liberty Square, 10th Floor Boston, MA Distrigas of Massachusetts, One Liberty Square, 10 th Floor, Boston, MA 02109, Attn: VP Sales and Transportation Distrigas of Massachusetts, One Liberty Square, 10 th Floor, Boston, MA 02109, Attn: Contract Administrator (Invoices) For Invoices: Distrigas of Massachusetts One Liberty Square, 10 th Floor Boston, MA Attn: Contract Administrator Governs the purchase and sale of gas and Grant of easements to facilitate the transfer of gas Governs the purchase and sale of gas

13 9. SUEZ Energy North America Mystic Development, 10. Hugo Neu Steel Products, Inc., Proleride Transport Systems, Inc. Distrigas of Massachusetts Mystic I, (formerly Sithe Mystic ) Mystic Development, (formerly Sithe Mystic Development ) Name of Contract Contract Date Notice Payment Guaranty by SUEZ Energy North America in favor of Mystic Development, April 23, 2008 Letter February 9, 2001 SUEZ Energy North America, Inc. Attn: Credit Manager 1990 Post Oak Blvd., Suite 1900 Houston, TX Hugo Neu Steel Products, Inc./ Proleride Transport Systems, Inc. Rover Street, P.O. Box 0048 Everett, MA Distrigas of Massachusetts One Liberty Square, 10th Floor Boston, MA Parent Guaranty of obligations of Distrigas under the Firm Gas Sales and Purchase agreement between Distrigas and Mystic Development, clarifying certain payment provisions ;

14 11. Hugo Neu Steel Products, Inc. Proleride Transport Systems, Inc. NSTAR Services (formerly Boston Edison ) Mystic I, Name of Contract Contract Date Notice Payment June 30, 1983 Boston Edison 800 Boylston Street Boston, MA Hugo Neu Steel Products, Inc./ Proleride Transport Systems, Inc. Rover Street P.O. Box 0048 Everett, MA Boston Edison c/o NSTAR Electric & Gas Attn: Lead Transmission Asset Management Liaison One NSTAR Way, NE240 Westwood, MA re: Wharfing Rights- these rights were later transferred by Hugo Neu to Distrigas This was assigned by Sithe Mystic to Mystic I,

15 12. Hugo Neu Steel Products, Inc. Proleride Transport Systems, Inc. Distrigas of Massachusetts Mystic I, (formerly Sithe Mystic ) Mystic Development, (formerly Sithe Mystic Development ) Name of Contract Contract Date Notice Payment Consent February 9, 2001 Hugo Neu Steel Products, Inc./Proleride Transport Systems, Inc. Rover Street P.O. Box 0048 Everett, MA 02149, Attn: General Manger Hugo Neu Corporation 79 Fifth Avenue NY, NY Attn: Donald W. Harnaker, President Distrigas of Massachusetts One Liberty Square, Boston, MA 02109, Attn: President Distrigas of Massachusetts 18 Rover Street Everett, MA Consent to the assignment by Sithe Mystic to Sithe Mystic Development and clarifying certain rights and payments to be made (also )

16 13. Distrigas of Massachusetts (the successor by conversion of Distrigas of Massachusetts Corporation) Mystic Development, (formerly Sithe Mystic Development ) 14. Distrigas of Massachusetts Mystic Development, (formerly Sithe Mystic Development ) 15. NSTAR Services (formerly Boston Edison ) Mystic Development Name of Contract Contract Date Notice Payment September 18, 2000 Assignment of Wharfing Rights Interconnection between Mystic Development and Boston Edison February 9, 2001 Effective March 6, 2001 Distrigas of Massachusetts One Liberty Square, 10th Floor Boston, MA Attn: VP Sales & Transportation Distrigas of Massachusetts One Liberty Square Boston, MA Attn: President Distrigas of Massachusetts 18 Rover Street Everett, MA Boston Edison c/o NSTAR Electric & Gas One NSTAR Way, NE240 Westwood, MA Attn: Lead Transmission Asset Management Liaison Partial waiver of gas supply contract condition Sithe Mystic Development fulfilling its obligations under a certain gas contract by assigning certain parcel to Distrigas of Massachusetts Letter attaching nonexecuted Interconnection ;

17 16. Mitsubishi Heavy Industries America, Inc. Mystic Development, (formerly Sithe Mystic Development ) 17. Mitsubishi Heavy Industries America, Inc. Mystic Development, (formerly Sithe Mystic Development ) Name of Contract Contract Date Notice Payment Long term service agreement dated as of November 6, 2000 between Sithe Mystic Development and Mitsubishi Heavy Industries America, Inc. (and related purchase orders) Amendment November 6, 2000 January 31, 2001 Mitsubishi Heavy Industries America, Inc. 610 Crescent Executive Court, Suite 220 Lake Mary, FL Attn: Yoshihiro Shiraiwa Mitsubishi Heavy Industries America, Inc. 610 Crescent Executive Court, Suite 220 Lake Mary, FL Attn: Yoshihiro Shiraiwa Long Term Service (same document filed under , , and ) First Amendment to Long Term Service

18 18. Mitsubishi Power Systems Americas, Inc. Mitsubishi Heavy Industries America, Inc. Mystic Development, (formerly Sithe Mystic Development ) 19. Mitsubishi Heavy Industries, Ltd. Mystic Development, (formerly Sithe Mystic Development ) 20. Mystic Development, Mitsubishi Power Systems, Inc. Name of Contract Contract Date Notice Payment Second Amendment Guarantee between Sithe Mystic Development, as Buyer and Mitsubishi Heavy Industries, Ltd. as Guarantor May 27, 2009 November 6, 2000 June 8, 2010 [Issue Date] Mitsubishi Heavy Industries, Ltd. Attn: General 3-1, Minatomirai 3-Chome Nishi-Ku, Yokohama Japan Mitsubishi Heavy Industries, Ltd. 3-1, Minatomirai 3-Chome, Nishi-Ku, Yokohama Japan Attn: General Mitsubishi Power Systems, Inc Premier Row Orlando, FL Attn: Jeff Phelan Second Amendment to Long Term Service Guarantor guarantees to Buyer the punctual and full performance and payment of each and every obligation of Mitsubishi Heavy Industries, Inc , ; Purchase Order MYN (this document is part of the LTSA- effective November 28, 2009)

19 21. Mystic Development, Mitsubishi Power Systems, Inc. 22. Mystic Development, Mitsubishi Power Systems Americas, Inc. Name of Contract Contract Date Notice Payment Long Term Service dated May 25, 2010 between Mystic Development, and Mitsubishi Power Systems Americas, Inc. (and related purchase orders) June 8, 2010 [Issue Date] May 25, 2010 Mitsubishi Power Systems, Inc Premier Row Orlando, FL Attn: Jeff Phelan Mitsubishi Power Systems Americas, Inc Premier Row Orlando, FL Attn: Mystic LTSA Program Manager, w/ a copy to General. Purchase Order MYN (issued in accordance with the Long Term Service dated May 25, 2010 between Mystic Development, and Mitsubishi Power Systems, Inc.) Long Term Service

20 23. Distrigas of Massachusetts Suez LNG NA Mystic I, Mystic Development, 24. Town of Weymouth Fore River Development, by assignment (formerly Sithe Fore River Development, ) Name of Contract Contract Date Notice Payment Settlement and General Release Tax Increment Financing by and between Town of Weymouth and Sithe Edgar, April 18, 2008 November 22, 1999 Distrigas of Massachusetts One Liberty Square Boston, MA SUEZ Energy North America, Inc Post Oak Blvd., Suite 1900 Houston, TX Town of Weymouth 75 Middle Street Weymouth, MA Attn: James F. Clarke, Director of Planning and Community Development Settlement relating to the Firm Gas Sales Purchase (fully executed- all parties signed and dated April 18, 2008) Tax Increment Financing (assignment to Sithe Fore River Development ) This was assigned by Sithe Edgar, to Sithe Fore River Development, per an Assignment and Assumption dated January 31, 2001

21 25. Sequent Energy Management, L.P. 26. Sequent Energy Management, L.P. 27. Sequent Energy Management, L.P. Name of Contract Contract Date Notice Payment Fuel Management dated as of April 1, 2008 by and between Boston Generating, as Owner, and Sequent Energy Management, L.P. as Fuel Manager Base Contract for Sale and Purchase of Natural Gas Transaction Confirmation for Natural Gas (Mystic 7) April 1, 2008 March 1, 2008 [date not providedcontract expires March 31, 2011] Sequent Energy Management, L.P Smith, Suite 900 Houston, TX Attn: Contract Administrator Sequent Energy Management, L.P Smith, Suite 900 Houston, TX Attn: Contract Administrator Sequent Energy Management, L.P Smith, Suite 900 Houston, TX Sequent Energy Management, L.P., 1200 Smith, Suite 900 Houston, TX Attn: Contract Administrator Sequent Energy Management, L.P., 1200 Smith, Suite 900 Houston, TX Attn: Gas Accounting Sequent Energy Management, L.P., 1200 Smith, Suite 900 Houston, TX Attn: Gas Accounting Fuel Management Contract for the sale and purchase of gas Transaction confirmation for natural gas

22 28. Sequent Energy Management, L.P. 29. NSTAR Services (formerly Boston Edison ) Fore River Development, (formerly Sithe Fore River Development ) Name of Contract Contract Date Notice Payment Transaction Confirmation for Natural Gas (Fore River) Interconnection between Sithe Fore River Development and Boston Edison [date not providedcontract expires March 31, 2011] October 23, 2000 Sequent Energy Management, L.P Smith, Suite 900 Houston, TX Boston Edison, c/o NSTAR Services 800 Boylston Street, P-1603 Boston, MA Attn: Lead Transmission Asset Management Liaison Sequent Energy Management, L.P., 1200 Smith, Suite 900 Houston, TX Attn: Gas Accounting Transaction confirmation for natural gas Interconnection ;

23 30. Mitsubishi Heavy Industries America, Inc. Fore River Development, (formerly Sithe Fore River Development ) 31. Mitsubishi Heavy Industries America, Inc. Fore River Development, (formerly Sithe Fore River Development ) 32. Integrated IT Solutions, Inc. Name of Contract Contract Date Notice Payment Long Term Service dated as of December 8, 2000 between Sithe Fore River Development and Mitsubishi Heavy Industries America, Inc. (and related purchase orders) Guarantee between Sithe Fore River Development, as Buyer and Mitsubishi Heavy Industries Ltd., as Guarantor dated as of December 8, 2000 Service Provider December 8, 2000 December 8, 2000 January 1, 2010 through December 31, 2010 Mitsubishi Heavy Industries America, Inc. 610 Crescent Executive Court, Suite 220 Lake Mary, FL Attn: Yoshihiro Shiraiwa Mitsubishi Heavy Industries, Ltd. 31, Minatomirai 3 Chome, Nishu Ku, Yokohama, Japan Attn: General 159 Overland Road, 3 rd Floor, Waltham, MA Long Term Service ; Relating to the supply of parts and services ; IT service agreement

24 33. Boston Generating Clean Harbors Environmental Services Inc. 34. O Connor Corporation Name of Contract Contract Date Notice Payment Master Service No MSA-0002 by and between Boston Generating and Clean Harbors Environmental Services Inc. as Contractor dated as of August 25, 2009 Master Services No.2010-MSA-0005 by and among and O Connor Corporation as Contractor dated as of February 12, 2010 August 25, 2009 February 12, 2010 Clean Harbors Environmental Services, Inc. 609 Pleasant Street Weymouth, MA O Connor Corporation 45 Industrial Drive Canton, MA Master Service Letter attaching the Master Service

25 35. Fore River Development, Dekomte de Temple, 36. New England Controls, Inc. Name of Contract Contract Date Notice Payment Master Services No FR-LTSA by and between Fore River Development, and Dekomte de Temple, as Contractor dated as of July 1, 2009 Services No MSA by and between Boston Generating, and New England Controls, Inc. as Contractor dated as of September 10, 2009 July 1, 2009 September 10, 2009 Dekomte, 1556 Golf Course Road Newport, TN New England Controls, Inc. 9 Oxford Road Mansfield, MA Master Services Services

26 37. American Electrical Testing Co., Inc. 38. Bearing Distributors, Incorporated (BDI) 39. Siemens Water Technologies Corp. Fore River Development, Name of Contract Contract Date Notice Payment Master Services No MSA-0005 by and between Boston Generating, and American Electrical Testing Co., Inc. as Contractor dated as of September 21, 2009 Master Purchase No MSA Lead Sheet Siemens Mobile Di Service Proposal No September 21, 2009 October 1, 2009 March 23, 2010 American Electrical Testing Co., Inc. 480 Neponset Street, Building 3 P.O. Box 267 Canton, MA Bearing Distributors, Incorporated (BDI) 8000 Hub Parkway Cleveland, Ohio Siemens Water Technologies Corp. 181 Thorn Hill Road Warrendale, PA Master Services Master Purchase Lead Sheet attaching Letter re: description of goods and volume and the MPA and Purchase Order terms and conditions Mobile Di Service

27 40. Carrier Corporation 41. Keystone Construction & Maintenance Services, Inc. 42. Fore River Development, Rockwell Automation, Inc. Name of Contract Contract Date Notice Payment Master Services No MSA-0003 by and between Boston Generating, and Carrier Corporation as Contractor dated as of February 10, 2010 Fore River Development, Master Purchase, No GC Lead Sheet February 10, 2010 January 1, 2010 Carrier Corporation 780 Dedham Street- Suite 100 Canton, MA Keystone Construction & Management Services, Inc. 62 Forest Ridge Drive Rowley, MA Rockwell Automation, Inc. 100 Nickerson Road Marlborough, MA Master Services Signature page to No MSA Master Purchase

28 43. ABB Service (also called the ABB Group- this company is headquartered in Switzerland) 44. Mystic I, AECOM, Inc. 45. Boston Line & Service Co., Inc. Name of Contract Contract Date Notice Payment Assured Performance December 28, 2009 (Proposal Date) January 12, 2010 (signed confirmation to enter into agreement) January 5, 2010 ABB Service North America Customer Service Center Euclid Avenue 3L7 Wickliffe, Ohio Proposal Acceptances are sent to: Ms. Connie Campbell, Business Administrator, ABB Inc Euclid Avenue Wickliffe, OH AECOM, Inc., D/B/A AECOM Environment 2 Technology Park Dr. Westford, MA Boston Line & Service Co., Inc. #1 Black Falcon Avenue Boston, MA ABB Assured Performance Letter accompanying a purchase order Purchase Order

29 46. Mystic Development, Emerson Process Management/ New England Controls Inc. 47. Chalmers and Kubeck North 48. Boston Generating (c/o US Power Generating ) H.Q. Energy Services (U.S.) Inc. 49. M.L. Ball Name of Contract Contract Date Notice Payment Master Services No MSA Letter Letter of Understanding regarding the Terms of Composite Offer Master Purchase December 18, 2008 December 8, 2009 June 9, 2009 March 22, 2010 [Proposal Date]/ May 21, 2010 [Date Signed by Boston Generating, ] Emerson Process Management/New England Controls, Inc. 9 Oxford Road P.O. Box 446 Mansfield, MA Chalmers & Kubeck North Elise Street Westfield, MA H.Q. Energy Services (U.S.) Inc. 75 Rene-Levesque Boulevard West, 18th Floor Montreal (Quebec) H2Z 1A4 M.L. Ball Northeast Region Office McCarthy Circle Philadelphia, PA Letter for valve testing services for lead abatement services for water treatment services

30 50. Mystic Development, Andinite Andrews International Name of Contract Contract Date Notice Payment Security Services Proposal Mystic and Fore River Plants January 21, 2010 Andrews International Smyth Drive Valencia, CA for Security Staff Services 51. Mystic I, Andinite Andrews International 52. Exele Purchase Order March 23, 2010 Exele Product SSA (Software Support ) Renewal Policy September 2009 September 1, 2009 Andrews International 210 Commercial Street, 5th Floor Boston, MA Exele 445 West Commercial Street East Rochester, NY Purchase order for Security Staff Software Support MatrikonOPC Support Renewal February 5, 2010 MatrikonOPC/Matrikon Inc. Suite # Jasper Avenue Edmonton, Alberta T5J 3N4 Support Renewal

31 54. Open Systems International Name of Contract Contract Date Notice Payment July 20, 2009 Open Systems International 3600 Holly Lane- Suite 40, Minneapolis, MN Purchase Order Number: BGS OSISoft, 56. Symantec 57. Symantec Proposal November 9, 2009 Support April 9, 2010 Express February 19, 2010 OSISoft, Inc. 777 Davis Street San Leandro, CA USA Symantec 350 Ellis Street Mountain View, CA Symantec 350 Ellis Street Mountain View, CA Proposal Symantec Symantec

32 58. Utility Workers Union of America, A.F.L.-C.I.O. and Local No. 369, U.W.U.A., A.F.L.- C.I.O. BG Boston Services, 59. Utility Workers Union of America, A.F.L.-C.I.O. and Local No. 369, U.W.U.A., A.F.L.- C.I.O. BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment between BG Boston Services, and Utility Workers Union of America A.F.L.-C.I.O. and Local No. 369, U.W.U.A., A.F.L.- C.I.O. Mystic Station 8 & 9 and Fore River Station (CBA) between BG New England Power Services, Inc. and Utility Workers Union of Americas, A.F.L.- C.I.O. and Local No. 369, U.W.U.A., A.F.L.- C.I.O. Mystic 7 (CBA) February 28, 2007 September 30, 2010 Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA CBA CBA

33 60. NSTAR Services (formerly Boston Edison ) Mystic Development, (formerly Sithe Mystic Development ) 61. AGL Resources Inc. Name of Contract Contract Date Notice Payment Guaranty January 31, 2001 March 28, 2008 Boston Edison c/o NSTAR Services 800 Boylston Street, P-1603 Boston, MA Boston Edison c/o NSTAR Electric & Gas Attn: Lead Transmission Asset Management Liaison One NSTAR Way, NE240 Westwood, MA AGL Resources Inc. Ten Peachtree Place Atlanta, GA Attn: Chief Financial Officer Letter (relating to Interconnection ) Guaranty Algonquin Gas Transmission, Fore River Development, Operational Balancing between Algonquin Gas Transmission, and Fore River Development, September 1, 2004 AGT P.O. Box 1642 Houston, Texas Attn: Capacity Scheduling Operational Balancing

34 63. BG New England Power Services, Inc. BG Boston Services, U.S. Bank National Association Name of Contract Contract Date Notice Payment Certificate of Amendment Amending the BG New England Union Employees Pension Plan- Action by BG New England Power Services, Inc. November 26, Paul Hamilton November 23, Ray Ivers December 2, Donna Maguire December 2, Arthur May December 2, George Wilson December 2, Sequent Energy Management, L.P. Transaction Confirmation for Natural Gas (Mystic 7 Facility) [date not providedcontract expires March 31, 2011] U.S. Bank National Association Attn: Claire Young One Federal Street, 3rd Floor Boston, MA Attn: Paul Hamilton 505 Fifth Avenue, 21st Floor New York, NY Attn: Ray Ivers 505 Fifth Avenue, 21st Floor New York, NY Attn: Donna Maguire 505 Fifth Avenue, 21st Floor New York, NY Attn: Arthur May 505 Fifth Avenue, 21st Floor New York, NY Attn: George Wilson 505 Fifth Avenue, 21st Floor New York, NY Sequent Energy Management, LP Smith Street, Suite 900 Houston, TX Pension Plan Amendment Severance Letter Severance Letter Severance Letter Severance Letter Severance Letter BG-Sequent Gas Confirm- Mystic 7 (Signed Execution Copy)

35 70. Sequent Energy Management, L.P. 71. Employees of Boston Generating, and its subsidiaries Name of Contract Contract Date Notice Payment Transaction Confirmation for Natural Gas (Fore River Facility) 2010 Incentive Program Roll Out [date not providedcontract expires March 31, 2011] March 31, 2010 Sequent Energy Management, LP Smith Street, Suite 900 Houston, TX Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA BG-Sequent Gas Confirm- Fore River (Signed Execution Copy) Incentive Program Roll Out SideBand Systems Incorporated Boston Generating Maintenance and Service Not dated (term is 8/1/10-7/31/11) Employees of The Schrafft Center 529 Main Street, Suite 605 Charlestown MA SideBand Systems Incorporated 30 Rantoul Street Beverly, MA Maintenance and Service

36 73. Feeley & Driscoll, P.C. BG New England Power Services, Inc. 74. Feeley & Driscoll, P.C. BG New England Power Services, Inc. 75. Fidelity Management Trust BG New England Power Services, Inc. 76. Fidelity Management Trust BG Boston Services, Name of Contract Contract Date Notice Payment Fidelity Investments Retirement Plan Service Fidelity Investments Retirement Plan Service May 19, 2010 (date of letter) May 19, 2010 (date of letter) October 28, 2009 October 26, Portland Street Boston, MA Broad Street Nashua, NH Portland Street Boston, MA Broad Street Nashua, NH Fidelity Management Trust, as Trustee 82 Devonshire Street Boston, MA Fidelity Management Trust, as Trustee 82 Devonshire Street Boston, MA Letter attaching an accounting services engagement letter (Employment Medical Savings Account Plan for Union Employees) Letter attaching an accounting services engagement letter (Union Employees Pension Plan) Fidelity Investments Retirement Plan Service (Union Retirement 401(K) Plan) dated October 28, Fidelity Investments Retirement Plan Service (Union Retirement 401(K) Plan) dated October 26,

37 77. Mott MacDonald, Mystic Development, Name of Contract Contract Date Notice Payment May 13, 2010 Mott MacDonald, 400 Blue Hill Drive- Suite 190 Westwood, MA Attn: Val Madden Purchase Order (Ventilation Upgrade Engineering for Mystic 8&9) Schindler Elevator Fore River Development, Purchase Order May 5, 2010 Schindler Elevator P.O. Box Chicago, IL Purchase Order Atlantic Elevator Service Fore River Development, 80. J.F. White Contracting Fore River Development, Purchase Order March 10, 2010 Services August 4, 2009 Schindler Elevator Corporation 23 Walpole Park South Drive Walpole, MA Atlantic Elevator Service Avon Industrial Park 180 Bodwell Street Avon, MA J.F. White Contracting 10 Burr Street Framingham, MA Purchase Order (maintenance agreements) Services

38 81. J.F. White Contracting Fore River Development, 82. J.F. White Contracting Fore River Development, 83. J.F. White Contracting Fore River Development, 84. J.F. White Contracting Fore River Development, 85. Fidelity Management Trust BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment Contract Amendment- Amendment No.1 Contract Amendment- Amendment No.2 Contract Amendment- Amendment No.3 Contract Amendment- Amendment No.4 Fidelity Investments Retirement Plan Service November 3, 2009 November 3, 2009 March 29, 2010 June 28, 2010 May 4, 2009 J.F. White Contracting 10 Burr Street Framingham, MA J.F. White Contracting 10 Burr Street Framingham, MA J.F. White Contracting 10 Burr Street Framingham, MA J.F. White Contracting 10 Burr Street Framingham, MA Fidelity Management Trust, as Trustee 82 Devonshire Street Boston, MA Services Amendment Services Amendment Services Amendment Services Amendment Fidelity Investments Retirement Plan Service (BG New England Power Services, Inc 401(k) Plan) dated May 4, 2009

39 86. OSIsoft, 87. IT ImageTech 88. Dictronics 89. Invensys System, Inc. Fore River Development, 90. GE Management Services, Inc. Name of Contract Contract Date Notice Payment Proposal January 24, 2010 Network Call Recording Systems Customer Service and Support Service for Boston Generating Fore River Station CEMS Maintenance Service Proposal: Q June 18, 2010 December 11, 2009 January 20, 2010 OSIsoft, 777 Davis Street, Suite 250 San Leandro, CA Attn: Order Processing IT ImageTech 70 Shawmut Road Canton, MA Dictronics 110 Gould Street, P.O. Box Needham, MA Invensys System, Inc. 33 Commercial Street Foxboro, MA GE Management Services, Inc Sterling Drive Hatfield, PA Proposal Network Call Recording Systems Customer Service and Support Service CEMS Maintenance Service Proposal

40 91. GE Management Services, Inc. 92. Mass Hauling & Disposal Name of Contract Contract Date Notice Payment DAHS Software Support Proposal: Q Disposal & Recycling Services January 13, 2010 December 30, 2009 GE Management Services, Inc Sterling Drive Hatfield, PA Mass Hauling & Disposal 200 Libbey Industrial Parkway East Weymouth, MA DAHS Software Support Proposal Disposal & Recycling Services Proposal [This proposal is the underlying agreement] 93. Atlas Copco Fore River Development, 94. Scientech/PMAX Preventative Maintenance Plan PMAX Annual Maintenance Support Subscription Service January 18, 2010 January 6, 2010 Atlas Copco P.O. Box, Chicago, IL Scientech 200 S. Woodruff Idaho Falls, ID Preventative Maintenance Plan Service PMAX Annual Maintenance Support Subscription Service 95. Rockwell Automation, Inc. Mystic Development, Fore River Development, Master Purchase, No GC Lead Sheet January 1, 2010 Rockwell Automation, Inc. 100 Nickerson Road Marlborough, MA MYD Master Purchase

41 96. Shared Technologies Inc. Name of Contract Contract Date Notice Payment Master Purchase and Maintenance June 27, 2004 Shared Technologies Inc South Beltline Road, Suite 100 Coppell, TX Master Purchase and Maintenance (governs the two maintenance orders and the partnership order that we received) 97. EMC Corporation 98. Employees of Boston Generating, and its subsidiaries EMC Corporation End-User License and Maintenance 2010 Incentive Program March 26, 2010 EMC Corporation 2831 Mission College Boulevard Santa Clara, CA (taken from EMC Quote documents dated 7/7/09 and 5/5/10) Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA End-User License and Maintenance (governs all other related contracts) 2010 Incentive Program Attn: Employees of The Schrafft Center 529 Main Street, Suite 605 Charlestown MA 02129

42 99. Towers Perrin BG New England Power Services, Inc Andinite Andrews International Fore River Development, 101. Bob Senier, Business Agent, Local 369, Utility Workers of America, AFL-CIO BG New England Power Services, Inc Local 369, Utility Workers Union of America BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment August 24, 2005 (contains automatic renewal provision) Purchase Orders January 29, 2010 Letter November 7, 2008 Memorandum of Signed December 2, 2008 Towers Perrin 200 West Madison Street Suite 3100 Chicago, IL Andrews International 210 Commercial Street, 5 th Floor Boston, MA Bob Senier, Business Agent Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr. Braintree, MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Engagement of Towers Perrin for Consulting Services Andrews International Purchase Order for Fore River Development (purchase order is evidence of the acceptance of the proposal) Letter re: Pension Plan Memorandum of

43 103. Robert Senier, Business Agent, Utility Workers Union of America, Local 369 BG New England Power Services, Inc Local 369, Utility Workers of America, AFL-CIO BG Boston Services, 105. Local 369, Utility Workers of America, AFL-CIO Utility Workers Union of America, AFL-CIO BG New England Power Services, Inc Local 369, Utility Workers of America BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment Letter Dated June 24, 2009, Signed July 9, 2009 Memorandum of Memorandum of and Release Signed October 22, 2009 Signed August 15, 2006 Signed February 16, 2007 Mr. Robert Senier Business Agent Utility Workers Union of America Local Bay State Drive Braintree, MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Letter Memorandum of Memorandum of and Release re: Kevin Dane

44 107. Robert E. Senier, Local 369, UWUA BG New England Power Services, Inc Local 369, Utility Workers of America, AFL-CIO BG New England Power Services, Inc Robert Senier, Business Agent, Local 369, Utility Workers of America BG New England Power Services, Inc Local 369, Utility Workers of America, AFL-CIO BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment Memorandum of Letter Not dated Dated April 22, 2008, Signed April 30, 2008 Letter July 7, 2009 Memorandum of Signed December 19, 2007 Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree MA Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA Memorandum of Letter re: Carol Pepper Letter Memorandum of re: Thomas Sackos

45 111. Local 369, Utility Workers Union of America BG New England Power Services, Inc Town of Weymouth, Massachusetts Fore River Development, (formerly Sithe Edgar Development ) 113. Eastern Vision Service Plan, Inc. Name of Contract Contract Date Notice Payment Memorandum of The Fore River Host Community Group Vision Care Policy with Eastern Vision Service Plan, Inc. Signed April 10, 2008 July 27, 1999 N/A Local 369, Utility Workers of America, AFL-CIO 120 Bay State Dr Braintree, MA The Town of Weymouth, Massachusetts Attn: Jim Clarke Director of Planning and Development 75 Middle Street Weymouth, MA Eastern Vision Service Plan, Inc Quality Drive Rancho Cordova, CA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Memorandum of re: Stephen Spillane relating to the construction and operation of a plant Group Vision Care Policy with Eastern Vision Service Plan, Inc.

46 114. Employees of Boston Generating, and its subsidiaries Name of Contract Contract Date Notice Payment N/A Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Adoption Assistance Program (salaried employees only) 115. Employees of Boston Generating, and its subsidiaries BG New England Power Services, Inc. BG New England Union Short Term Disability Policy N/A Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA BG New England Union Short Term Disability Policy (BG New England Power Services, Inc. union employees only) Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA 02129

47 116. Employees of Boston Generating, and its subsidiaries BG Boston Services, Name of Contract Contract Date Notice Payment BG Boston Services Union Short Term Disability Policy N/A Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA BG Boston Services Union Short Term Disability Policy (BG Boston Services union employees only) 117. Employees of Boston Generating, and its subsidiaries BG New England Power Services, Inc. BG New England Union Short Term Disability Policy N/A Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA BG New England Power Services, Inc. Short Term Disability Policy (salaried employees only) Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA 02129

48 118. Employees of Boston Generating, and its subsidiaries Name of Contract Contract Date Notice Payment Educational Assistance Program N/A Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Educational Assistance Program (salaried employees only) 119. Employees of Boston Generating, and its subsidiaries Employee Assistance Program N/A Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Employee Assistance Program Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA 02129

49 120. BG Boston Services, BG New England Power Services, Inc. Local 369 of Utility Workers Union of America, AFL-CIO 121. Prudential Insurance of America 122. Prudential Insurance of America Name of Contract Contract Date Notice Payment BG New England Post-Employment Medical Savings Account Plan For Union Employees BG New England Power Services, Inc. All Management Employee Long Term Disability Coverage BG New England Power Services, Inc. Union Group Mystic 7 Long Term Disability Coverage September 1, 2004 As amended and Restated Effective April 1, 2006 November 1, 2005 November 1, 2005 Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA The Prudential Insurance of America 751 Broad Street Newark, NJ The Prudential Insurance of America 751 Broad Street Newark, NJ Medical Plan for retired employees of BG-NEPS 123. Prudential Insurance of America BG Boston Services Union Group Mystic 8/9 and Fore River Long Term Disability Coverage November 1, 2005 The Prudential Insurance of America 751 Broad Street Newark, NJ 07102

50 124. Fidelity Management Trust as Trustee BG Boston Services, Name of Contract Contract Date Notice Payment Volume Submitter, Defined Contribution Plan (Profit Sharing/ 401(K) Plan) July 15, 2009 Fidelity Management Trust, as Trustee 82 Devonshire Street Boston, MA BG Boston Services Union Retirement 401(k) Plan 125. Fidelity Management Trust as Trustee BG New England Services, Inc. Volume Submitter Defined Contribution Plan (Profit Sharing/401(k) Plan) December 4, 2009 Fidelity Management Trust, as Trustee 82 Devonshire Street Boston, MA BG New England Power Services, Inc. Union Retirement 401(k) Plan 126. Fidelity Management Trust as Trustee BG New England Services, Inc. Volume Submitter Defined Contribution Plan (Profit Sharing/401(k) Plan) June 30, 2009 Fidelity Management Trust, as Trustee 82 Devonshire Street Boston, MA BG New England Power Services, Inc. Union Retirement 401(k) Plan (401k Plan for employees who have worked for 3 months) 127. U.S. Bank National Association BG Boston Services, BG New England Power Services, Inc. BG New England Union Employees Pension Plan A and Plan B Effective August 19, 2005 Amended November 26, 2008 U.S. Bank National Association Attn: Claire Young One Federal Street, 3rd Floor Boston, MA Pension plan for certain eligible union employees of BG-NEPS and BG Boston Services

51 128. BG New England Power Services, Inc. U.S. Bank National Association 129. Life Insurance of North America (ABL ) BG Boston Services, 130. Life Insurance of North America (ABL ) BG New England Power Services, Inc Local 369 of Utility Workers Union of America, AFL-CIO BG Boston Services, Inc. BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment BG New England Union Employees Pension Plan Trust Amendment to Blanket Accident Policy Blanket Accident Policy BG New England Comprehensive Welfare Benefit Plan August 19, 2005 September 1, August 31, 2005 (and renewals) September 1, August 31, 2005 (and renewals) September 1, 2004 U.S. Bank National Association Attn: Claire Young One Federal Street, 3rd Floor Boston, MA Life Insurance of North America 1601 Chestnut Street Philadelphia, PA Life Insurance of North America 1601 Chestnut Street Philadelphia, PA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA BG New England Power Services, Inc. and BG Boston Services union employees only

52 132. Delta Dental BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment Subscriber's Certificate Dental Insurance Delta PPO- January 1, 2008 Delta Dental of Massachusetts Attn: Customer Service 465 Medford Street Boston, MA Hartford Life Insurance BG New England Power Services, Inc. Certificate Insurance of January 1, 2008 Delta Dental of Massachusetts Attn: Grievances 465 Medford Street Boston, MA The Hartford Group Benefits Division Customer Service P.O. Box 2999 Hartford, CT Policy Number GL Life Insurance Plan for BG NEPS 134. Blue Cross and Blue Shield of Massachusetts, Inc. Premium Account - Health Care Benefits - Union January 1, 2008 Hartford Life Insurance Group Sales Department 2 Park Avenue, 7th Floor New York, NY Blue Cross and Blue Shield of Massachusetts, Inc. 401 Park Drive Boston, MA

53 135. Blue Cross Blue Shield of Massachusetts HMO Blue, Inc Employees of Boston Generating, and its subsidiaries BG New England Power Services, Inc. Name of Contract Contract Date Notice Payment Premium Account - Health Care Benefits - Management New England Power Flexible Spending Account Plan- Section 125 Flexible Spending Plan January 1, 2008 January 1, 2009 Blue Cross and Blue Shield of Massachusetts, Inc. 401 Park Drive Boston, MA Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA 02129

54 137. Employees of Boston Generating, and its subsidiaries Name of Contract Contract Date Notice Payment Boston Generating Severance Benefit Plan September, 2005 Local 369 Utility Workers of America, AFL-CIO 120 Bay State Drive Braintree, MA Attn: Employees The Schrafft Center 529 Main Street, Suite 605 Charlestown MA Chubb Group of Insurance Companies Energy Industries Insurance Coverage for Boston Generating, September 1, 2009 Chubb Group of Insurance Companies, Claim Service Center, 600 Independence Parkway, P.O. Box 4700, Chesapeake, Va Energies Industries Insurance Coverage (Liability Insurance for Energy Industries) Liberty Mutual Insurance Co. Business Auto Declarations/ Business Auto Coverage Form (missing title page) September 1, 2009 Business Auto Insurance

55 Name of Contract Contract Date Notice Payment 140. Liberty Mutual Group of Companies Boston Generating Liberty Mutual Commercial Policy Workers Compensation and Employers Liability Policy For September 1, 2009 Presidential Service Team, Liberty Mutual Insurance, 175 Berkeley Street, Boston, MA (for questions concerning Privacy Practice Disclosure Notice) Workers Compensation Insurance Chubb Group of Insurance Companies Chubb Commercial Excess and Umbrella Insurance September 1, 2009 Commercial Excess and Umbrella Insurance Great American Insurance Group Commercial Excess Liability Declaration Page/ Excess Liability Coverage Form September 1, 2009 Commercial Excess Liability Insurance Westchester Fire Insurance Excess Insurance Policy Declarations/ Excess Insurance Policy September 1, 2009 ACE Westchester Claims- P.O. Box 25152, Lehigh Valley, PA (Claims or Loss Notices) Excess Insurance Policy Declarations