<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CENTRAL MAINE POWER COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
MAINE 01-0042740
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
--------------------------
83 EDISON DRIVE, AUGUSTA, MAINE 04336 (207) 623-3521
(Address, including zip code, and telephone number, including
area code, of registrant's principal office)
------------------------------
CURTIS I. CALL
TREASURER
and
ANNE M. PARE, ESQ.
CORPORATE SECRETARY
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
(207) 623-3521
(Name, address, including zip code, and telephone number,
including area code, of agents for service)
------------------------------
COPIES TO:
<TABLE>
<S> <C>
SUSAN A. MARSHALL, ESQ. FRANK B. PORTER, JR., ESQ.
LeBoeuf, Lamb, Greene & MacRae, L.L.P. Choate, Hall & Stewart
125 West 55th Street Exchange Place
New York, New York 10019 53 State Street
(212) 424-8000 Boston, Massachusetts 02109
(617) 248-5000
</TABLE>
--------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined by
market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED UNIT* PRICE* REGISTRATION FEE**
<S> <C> <C> <C> <C>
Medium-Term Notes, Series E................. $305,000,000 100% $305,000,000 $80,520
</TABLE>
* Estimated solely for purposes of calculation of registration fee.
** $195,000,000 of securities are being carried forward pursuant to Rule 429,
for which a filing fee of approximately $58,090 has previously been paid.
Pursuant to Rule 429, the prospectus filed as part of this registration
statement is being filed as a combined prospectus in connection with this
registration statement and registration statement File No. 333-35235.
--------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION DATED MAY 5, 2000
PROSPECTUS
$500,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES E
DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE
----------------
Central Maine Power Company may use this prospectus to offer medium term
notes from time to time. Our principal executive office is located at 83 Edison
Drive, Augusta, Maine 04336, and our telephone number is (207) 623-3521.
TERMS OF SALE. The following terms may apply to the notes. The actual terms
of the notes you purchase will be set forth in a pricing supplement to this
prospectus and may include one or more of the following terms:
- Stated maturities from nine months to thirty years from the date of issue
- Fixed or floating interest rate
- Redemption and/or repayment provisions, either mandatory or at our option
or at your option
- Floating rate note interest can be based on:
- CD rate
- Commercial paper rate
- Federal funds rate
- LIBOR
- Prime rate
- Treasury rate
- Another interest rate formula specified in the applicable pricing
supplement
- Types of notes may include:
- Original issue discount notes
- Interest rate reset notes
- Extendible notes
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
We will receive between $ and $ of the proceeds of the sale of the
notes, after paying agents' commissions of between $ and $ .
We may sell notes to the agents referred to below as principal for resale at
varying or fixed offering prices or through the agents, on an agency basis,
using their reasonable efforts on our behalf. We may also sell notes through or
to other agents and directly to you on our own behalf. We will not list these
notes on any securities exchange.
---------------------
LEHMAN BROTHERS
SALOMON SMITH BARNEY
UBS WARBURG LLC
The date of this Prospectus is May , 2000.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
WHERE YOU CAN FIND MORE INFORMATION......................... 3
INFORMATION INCORPORATED BY REFERENCE....................... 3
FORWARD-LOOKING STATEMENTS.................................. 3
THE COMPANY................................................. 4
RATIO OF EARNINGS TO FIXED CHARGES.......................... 5
USE OF PROCEEDS............................................. 5
DESCRIPTION OF NOTES........................................ 5
CERTAIN FEDERAL INCOME TAX CONSEQUENCES..................... 22
PLAN OF DISTRIBUTION........................................ 25
LEGAL OPINIONS.............................................. 26
EXPERTS..................................................... 26
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy these reports
at any of the facilities of the SEC listed below:
<TABLE>
<CAPTION>
PUBLIC REFERENCE FACILITIES REGIONAL OFFICE REGIONAL OFFICE
- --------------------------- ----------------------------- -----------------------------
<S> <C> <C>
450 Fifth Street, N.W. 500 W. Madison Street 7 World Trade Center
Washington, DC 20549 Suite 1400 Suite 1300
Chicago, IL 60661-2551 New York, NY 10048
</TABLE>
You may obtain copies of our filed reports from the SEC upon payment of a
duplicating fee. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference facilities. The SEC maintains an Internet site that
contains reports, proxy and information statements and other information about
issuers that file automatically. The address of that site is HTTP://WWW.SEC.GOV.
You can also inspect copies of certain of our filed reports at the offices
of the New York Stock Exchange, 20 Broad Street, New York, New York 10005, on
which exchange the common stock of CMP Group, Inc., our parent company, is
currently listed.
This prospectus is part of a registration statement that we filed with the
SEC. This prospectus does not contain all information in, or exhibits to, the
registration statement. You may inspect the registration statement and exhibits
without charge at the SEC's office, 450 Fifth Street, N.W., Washington, D.C.
20549, and you may obtain copies upon payment of a duplicating fee.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
to those documents. The information incorporated by reference is an important
part of this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the following documents that we have filed with the SEC (SEC file number
1-5139):
- Annual Report on Form 10-K for the year ended December 31, 1999 (included
in the CMP Group, Inc. combined Annual Report for that year) and
- All documents we file under Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 after the date of this prospectus and
before we terminate the offering.
You may obtain a copy of any of the information incorporated by reference in
this prospectus, at no cost, by written or oral request to us at the following
address:
Anne M. Pare, Esq.
Corporate Secretary and Clerk
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Telephone: (207) 623-3521
FORWARD-LOOKING STATEMENTS
This prospectus contains and incorporates by reference "forward-looking
statements" as defined in the Private Securities Litigation Reform Act of 1995.
These statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those projected. In the past actual
results have varied materially and unpredictably from expectations. We caution
readers not to place undue
3
<PAGE>
reliance on these forward-looking statements, which speak only as to the date of
this prospectus. We undertake no obligation to republish revised forward-looking
statements to reflect subsequent events or circumstances or to reflect the
occurrence of unanticipated events. We urge readers to carefully review and
consider the factors in the succeeding paragraph.
Factors that could cause actual results to differ materially include, among
other matters,
- the result of the pending merger with Energy East
- electric utility industry restructuring, including the ongoing state and
federal activities that will determine our ability to recover our stranded
costs and the cost of upgrades of transmission facilities to accommodate
new merchant generating plants
- future economic conditions, earnings-retention and dividend-payout
policies
- developments in the legislative, regulatory and competitive environments
in which we operate
- other circumstances that could affect anticipated revenues and costs, such
as unscheduled maintenance and repairs of transmission and distribution
facilities, unanticipated environmental cleanups and compliance with new
or re-interpreted laws and regulations affecting the operation of our
business
THE COMPANY
We are a public utility incorporated in Maine in 1905. We are primarily
engaged in the business of transmitting and distributing electric energy
generated by others for the benefit of customers in central and southern Maine.
On March 1, 2000, our obligation to generate or otherwise supply electric energy
was terminated as part of the restructuring of the electric utility industry in
Maine. Our principal executive offices are located at 83 Edison Drive, Augusta,
Maine 04336, and our telephone number is (207) 623-3521.
We are a subsidiary of CMP Group, Inc., a holding company organized
effective September 1, 1998, which owns all of our common stock. On June 14,
1999, CMP Group, Energy East and EE Merger Corp., a Maine corporation that is a
wholly-owned subsidiary of Energy East, entered into an Agreement and Plan of
Merger, dated as of June 14, 1999, providing for a merger transaction among CMP
Group, Energy East and EE Merger Corp. Energy East is an energy delivery,
products and services holding company doing business in New York, Massachusetts,
Maine, New Hampshire and New Jersey, which delivers electricity and natural gas
to retail customers and provides electricity, natural gas and energy management
and other services to retail and wholesale customers in the Northeast.
Pursuant to the merger agreement, EE Merger Corp. will merge with and into
CMP Group with CMP Group being the surviving corporation and becoming a
wholly-owned subsidiary of Energy East. We expect the merger, which was
unanimously approved by the respective boards of directors of CMP Group, Energy
East and EE Merger Corp., to occur shortly after all of the conditions to the
consummation of the merger, including the receipt of required regulatory
approvals, are satisfied.
The merger is subject to certain customary closing conditions, including
without limitation the receipt of all necessary governmental approvals and the
making of all necessary governmental filings. CMP Group's shareholders approved
the merger at a special meeting on October 7, 1999. The Maine Public Utilities
Commission, the U.S. Department of Justice, the Federal Trade Commission, the
Federal Communications Commission, the Nuclear Regulatory Commission, the
Connecticut Department of Public Utility Control and the Federal Energy
Regulatory Commission have approved the merger. The final required approval is
pending from the SEC. If the remaining approval is granted, we estimate that the
merger could be completed around mid-2000.
4
<PAGE>
RATIO OF EARNINGS TO FIXED CHARGES
Our unaudited ratio of earnings to fixed charges for each of the calendar
years (our fiscal year being a calendar year) in the period 1995 through 1999,
inclusive, was 2.0, 2.8, 1.4, 2.8 and 4.4, respectively.
USE OF PROCEEDS
We will use the net proceeds from the sale of the notes for general
corporate purposes, including
- repayment of short-term borrowings and other indebtedness
- investments in related companies
- construction financing
DESCRIPTION OF NOTES
GENERAL
We will issue the notes offered in this prospectus under an indenture. We
may amend and supplement the indenture and will supplement it by a supplemental
indenture relating to these notes.
This section briefly summarizes certain terms of the notes and uses some
terms that are not defined in this prospectus but that are defined in the
indenture. This summary is not complete. The indenture is on file with the SEC
and we have incorporated it by reference in this prospectus. You should read the
indenture for a complete understanding of its provisions and for the definition
of some terms used in this summary. In the summary below, we have included
references to section numbers of the indenture so that you can easily locate
these provisions.
The notes will be unsecured. The indenture does not limit the amount of
notes or other debt securities that we may issue. We may use other indentures or
documentation containing provisions different from those included in the
indenture under which we are offering these notes in connection with future
issues of debt securities.
The notes that we are offering in this prospectus will rank as equal in
right of payment to our other unsecured indebtedness that is outstanding now or
that we may issue in the future, except for any indebtedness that, by its terms,
is subordinate to these notes.
The holders of our preferred stock have specifically consented to the
issuance of unsecured medium-term notes in an aggregate principal amount of
$500,000,000 outstanding at any one time. Medium-term notes in that amount are
therefore not subject to our charter restriction on the issuance of unsecured
debt, which (except in the case of certain refundings) limits our unsecured debt
to an amount equal to 20 percent of the aggregate of all of our outstanding
secured indebtedness, plus capital and surplus (with certain adjustments). The
notes offered by this prospectus and the medium-term notes previously issued
under the indenture constitute unsecured medium-term notes for the purpose of
the foregoing consent. As of the date of this prospectus, $70 million in
aggregate principal amount of unsecured medium-term notes is outstanding.
If the aggregate principal amount of our unsecured medium-term notes at any
time outstanding exceeds $500,000,000, the amount over $500,000,000 would be
subject to the charter restriction described above. The Maine Public Utilities
Commission has approved the issuance of up to $500,000,000 in aggregate
principal amount of medium-term notes at any one time outstanding. If we issue
medium-term notes in excess of that amount, further approval will be required.
We may offer the notes on a continuing basis. Each note will mature from
nine months to thirty years from its date of issue, as selected by the initial
purchaser and agreed to by us, and may be subject to redemption at our option or
repayment at the option of the holder prior to its specified maturity (as set
5
<PAGE>
forth below under "Optional Redemption" and "Repayment at Holder's Option") at
the price or prices specified in the applicable pricing supplement. Each note
will be either
- a fixed rate note, which may bear interest at a rate of zero in the case
of certain notes issued at a price representing a discount from the
principal amount payable at its specified maturity (a "zero-coupon note"),
or
- a floating rate note which will bear interest at a rate determined by
reference to an interest rate basis or combination of interest rate bases
(the "base rate") specified in the applicable pricing supplement, which
may be adjusted by a spread and/or spread multiplier.
We will issue each note as either a book-entry note or a certificated note
in fully registered form without coupons. Except as set forth below under
"Book-Entry System," book-entry notes will not be exchangeable for certificated
notes.
We will issue notes in denominations of $1,000 or any larger amount that is
an integral multiple of $1,000.
"Business day" means any day, other than a Saturday or Sunday, that meets
each of the following applicable requirements: the day is (a) not a day on which
banking institutions are authorized or required by law or regulation to be
closed in The City of New York and (b) with respect to LIBOR Notes, a London
Banking Day. "London Banking Day" means any day on which dealings in deposits in
U.S. dollars are transacted in the London interbank market.
"Index maturity" means, with respect to a floating rate note, the period to
maturity of the instrument or obligation on which the interest rate formula is
based, as specified in the applicable pricing supplement.
"Original issue discount note" means, (i) a note, including any zero coupon
note, that has a "stated redemption price at maturity" that exceeds its "issue
price" (as such terms are defined for Federal income tax purposes) by at least
0.25% of its principal amount multiplied by the number of full years from the
Original Issue Date to the specified maturity for such note and (ii) any other
note designated by us as issued with original issue discount for United States
federal income tax purposes.
For each note we offer and sell, we will prepare a pricing supplement to
this prospectus. The pricing supplement will include the specific terms of the
note or notes to which it relates and may include modifications of or additions
to the more general terms described in this prospectus. Throughout the following
discussion of the terms of the notes, we will refer to various "specified" terms
of the notes, and, unless otherwise stated, those references mean the terms
specified in the applicable pricing supplement and the notes. Except as
otherwise specified in the pricing supplement relating to a note, the note will
have the terms described below.
The pricing supplement relating to each note will describe the following
terms:
- whether the note is a fixed rate note or a floating rate note
- the price (expressed as a percentage of the aggregate principal amount of
the note) at which the note will be issued
- the date on which the note will be issued
- the date on which the note will mature
- if the note is a fixed rate note, the rate per annum at which the note
will bear interest, if any, and the date or dates on which interest will
be payable (each, an "interest payment date"), if other than March 1 and
September 1 and, if so stated in the applicable pricing supplement, that
we may change the rate prior to the specified maturity, and, if so, the
optional reset dates and the basis or formula for the change, if any
6
<PAGE>
- if the note is a floating rate note, the base rate, the initial interest
rate, if available, the interest reset period, the interest reset dates,
the interest determination dates, the calculation dates, the interest
payment period, the interest payment dates, the index maturity, the
maximum interest rate and the minimum interest rate, if any, and the
spread and/or spread multiplier, if any, and any other terms relating to
the particular method of calculating the interest rate for that note and,
if so specified in the applicable pricing supplement, that we may change
the spread and/or spread multiplier prior to the specified maturity and,
if so, the optional reset dates and the basis or formula for the change,
if any
- whether the note is an original issue discount note, and if so, the yield
to maturity
- the regular record date or dates if other than as set forth below
- certain specified United States federal income tax consequences of the
purchase, ownership and disposition of the note, if applicable
- whether and the terms on which the note may be redeemed at our option or
repaid at the option of the holder prior to the specified maturity
- whether the note will be issued initially as a book-entry note or a
certificated note
- any other terms of the note not inconsistent with the provisions of the
indenture
PAYMENT OF PRINCIPAL AND INTEREST
We will maintain a paying agent in The City of New York. We have appointed
The Bank of New York as the initial paying agent.
We will make payments on book-entry notes to the Depository Trust Company.
See "Book-Entry Notes".
Unless otherwise specified in the applicable pricing supplement, we will pay
interest on certificated notes (other than interest payable at maturity), by
check mailed to the holder of the certificate on the regular record date. Unless
otherwise specified in the applicable pricing supplement, payments at maturity
will be in immediately available funds upon surrender of the note accompanied by
appropriate wire transfer instructions at the office of the paying agent.
"Maturity" means the date on which the principal of a note becomes due and
payable in full in accordance with its terms and the terms of the indenture,
whether at specified maturity or earlier by declaration of acceleration, call
for redemption or otherwise.
Any payment required to be made on a day that is not a business day need not
be made on that date, but may be made on the next business day (except that in
the case of a LIBOR note, if the business day is in the next calendar month, the
payment may be made on the immediately preceding business day), and no
additional interest will accrue as a result of the delayed payment.
Unless otherwise specified in the applicable pricing supplement, if the
principal of any original issue discount note is declared to be due and payable
immediately as described under "Events of Default" below, the amount of
principal due and payable will be limited to the amortized face amount of the
note as of the date of such declaration. The "amortized face amount" of an
original issue discount note that does not bear stated interest will be an
amount equal to the sum of:
- the principal amount of the note multiplied by the issue price set forth
in the applicable pricing supplement
- the portion of the difference between the dollar amount determined
pursuant to the preceding clause and the principal amount of the note that
has accrued at the yield to maturity set forth in the pricing supplement
(computed in accordance with generally accepted financial practices) to
the date of declaration
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The amortized face amount of an original issue discount note will never
exceed the principal amount of the note.
INTEREST AND INTEREST RATES
Except for certain original issue discount notes, each note will bear
interest from its original issue date or from the most recent date to which
interest has been paid or provided for at either:
- a fixed rate or rates per annum, or
- a rate or rates per annum determined pursuant to a base rate or rates that
may be adjusted by a spread and/or spread multiplier
Interest will be payable on each interest payment date and at maturity. We
may change interest rates, base rates, spreads and spread multipliers from time
to time but no such change will affect any note already issued or which we have
agreed to sell, except as otherwise set forth in this prospectus.
We will pay interest payable and punctually paid or duly provided for on any
interest payment date to the person in whose name a note is registered at the
close of business on the regular record date immediately preceding the
applicable interest payment date with the following exceptions:
- the first payment of interest on any note issued between a regular record
date and an interest payment date will be made on the interest payment
date following the next regular record date to the registered owner on
that next regular record date
- interest payable at maturity will be paid to the person to whom the
principal is paid
The "regular record date" with respect to any interest payment date will be
fifteen calendar days immediately preceding that interest payment date whether
or not the regular record date is a business day, unless otherwise indicated in
the applicable pricing supplement.
All percentages resulting from any calculations will be rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point
(.0000001), with five one-millionths of a percentage point being rounded upwards
(E.G., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)), and
all dollar amounts used in or resulting from such calculations on the notes will
be rounded to the nearest one cent (with one-half cent being rounded upwards).
FIXED RATE NOTES
Fixed rate notes will bear interest at the rate per annum stated in the
applicable pricing supplement and on the face of the note. Payments of interest
will include interest from and including the original issue date or the
immediately preceding interest payment date to which interest has been paid or
duly provided for, to but excluding the applicable interest payment date or the
date of maturity. Unless otherwise indicated in an applicable pricing
supplement, we will pay interest on each fixed rate note semi-annually on each
September 1 and March 1 and at maturity. We will compute interest on fixed rate
notes on the basis of a 360-day year of twelve 30-day months, unless otherwise
indicated in the applicable pricing supplement.
FLOATING RATE NOTES
The interest rate on each floating rate note will be the rate or rates
determined by reference to the base rate specified in the applicable pricing
supplement plus or minus the spread, if any, and/or multiplied by the spread
multiplier, if any (each as specified in the applicable pricing supplement).
The "spread" is the number of basis points (one basis point equals one
one-hundredth of a percentage point) specified in the applicable pricing
supplement. The "spread multiplier" is the percentage specified in the
applicable pricing supplement.
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<PAGE>
Any floating rate note may also have either or both of the following:
- a maximum interest rate, or ceiling, on the rate of interest which may
accrue during any interest period
- a minimum interest rate, or floor, on the rate of interest which may
accrue during any interest period
The applicable pricing supplement will designate one or more of the
following base rates as applicable to a floating rate note:
- CD rate
- commercial paper rate
- federal funds rate
- LIBOR
- prime rate
- treasury rate
- another base rate as set forth in the pricing supplement
Each floating rate note will bear interest from its original issue date to
the first interest reset date for that note at the initial interest rate set
forth in the applicable pricing supplement. The rate of interest on each
floating rate note will be reset daily, weekly, monthly, quarterly,
semi-annually or annually (each an "interest reset period"), as specified in the
applicable pricing supplement. Thereafter, the interest rate for each interest
reset period will be the interest rate calculated by reference to the base rate
or rates specified in the applicable pricing supplement plus or minus the
spread, if any, and/or times the spread multiplier, if any. The spread and/or
spread multiplier for a floating rate note may be subject to adjustment during
an interest reset period under circumstances specified in the applicable pricing
supplement.
We will appoint an agent to calculate interest rates on floating rate notes.
Unless otherwise indicated in the applicable pricing supplement, the calculation
agent for each floating rate note will be the trustee under the indenture. All
determinations to be made by the calculation agent will be at its sole
discretion and will, in the absence of manifest error, be conclusive for all
purposes.
Unless otherwise specified in the applicable pricing supplement, the date or
dates on which interest will be reset (each an "interest reset date") will be:
- for floating rate notes that reset daily, each business day
- for floating rate notes that reset weekly (other than treasury rate
notes), Wednesday of each week
- for treasury rate notes that reset weekly, Tuesday of each week, except as
provided below
- for floating rate notes that reset monthly, the third Wednesday of each
month
- for floating rate notes that reset quarterly, the third Wednesday of each
of the four months specified in the applicable pricing supplement
- for floating rate notes that reset semi-annually, the third Wednesday of
each of the two months specified in the applicable pricing supplement
- for floating rate notes that reset annually, the third Wednesday of the
month specified in the applicable pricing supplement
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If any interest reset date for any floating rate note is not a business day,
the interest reset date will be postponed to the next day that is a business
day. In the case of a LIBOR note, if the postponement is in the next calendar
month, the interest reset date will be the preceding business day.
The calculation agent will determine the interest rate for each interest
reset period on the calculation date for the interest determination date
pertaining to the interest reset date for the interest reset period. Unless
otherwise specified in the applicable pricing supplement, the "interest
determination date" pertaining to an interest reset date for CD rate notes,
commercial paper rate notes, federal funds rate notes and prime rate notes will
be the second business day immediately preceding the interest reset date. Unless
otherwise specified in the applicable pricing supplement, the interest
determination date pertaining to an interest reset date for a LIBOR note will be
the second London banking day immediately preceding the interest reset date.
Unless otherwise specified in the applicable pricing supplement, the
interest determination date pertaining to an interest reset date for a treasury
rate note will be the day of the week in which the interest reset date falls on
which treasury bills of the index maturity specified on the face of the treasury
rate notes would normally be auctioned. Treasury bills are normally sold at
auction on Monday of each week, unless that day is a legal holiday, in which
case the auction is usually held on the following Tuesday, but may be held on
the preceding Friday. If, as the result of a legal holiday, an auction is held
on the preceding Friday, that Friday will be the interest determination date
pertaining to the interest reset date for treasury rate notes occurring in the
immediately succeeding week. If an auction falls on a day that is an interest
reset date for treasury rate notes, such interest reset date will be the first
business day immediately following the auction.
Unless otherwise indicated in the applicable pricing supplement, the
"calculation date", where applicable, for an interest determination date will be
the earlier of
- the tenth calendar day after the interest determination date or if that
day is not a business day, the next business day, and
- the business day preceding the applicable interest payment date or
maturity, as the case may be
Unless otherwise indicated in the applicable pricing supplement, and except
as provided below, interest will be payable at maturity and
- in the case of floating rate notes that reset daily, weekly or monthly--on
the third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year
- in the case of floating rate notes that reset quarterly--on the third
Wednesday of March, June, September and December of each year
- in the case of floating rate notes that reset semi-annually--on the third
Wednesday of each of two months of each year specified in the applicable
pricing supplement
- in the case of floating rate notes that reset annually--on the third
Wednesday of one month of each year specified in the applicable pricing
supplement
If an interest payment date other than at maturity for a floating rate note
would otherwise be a day that is not a business day, the interest payment date
will be postponed to the next day that is a business day, except that
- in the case of a LIBOR note, if the business day is in the next calendar
month, the interest payment date will be the immediately preceding
business day
- if maturity for any floating rate note falls on a day that is not a
business day, payment of principal, premium, if any, and interest on the
note will be made on the next business day and no additional interest will
be payable as a result of the delayed payment
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<PAGE>
Unless otherwise indicated in the applicable pricing supplement, interest
payments on each interest payment date and at maturity will include accrued
interest from and including the original issue date or the immediately preceding
interest payment date to which interest has been paid or duly provided for, to
but excluding the applicable interest payment date or the date of maturity.
Accrued interest will be calculated by multiplying the principal amount of a
floating rate note by an accrued interest factor. This accrued interest factor
will be computed by adding the interest factor calculated for each day in the
period for which accrued interest is being calculated. The interest factor
(expressed as a decimal rounded upwards, if necessary, to the next higher one
hundred-thousandth of a percentage point) for each day will be computed by
dividing the interest rate applicable to that day:
- by 360, in the case of CD rate notes, commercial paper rate notes, federal
funds rate notes, LIBOR notes and prime rate notes
- by the actual number of days in the year, in the case of treasury rate
notes
The interest rate in effect on each day will be:
- if the day is an interest reset date, the interest rate with respect to
the interest determination date pertaining to such interest reset date, or
- if the day is not an interest reset date, the interest rate with respect
to the interest determination date pertaining to the immediately preceding
interest reset date,
subject in either case to any maximum or minimum interest rate limitation and to
any adjustment by a spread and/or a spread multiplier.
The interest rate in effect for the period from and including the original
issue date to but excluding the first interest reset date will be the "initial
interest rate" which will be specified in the applicable pricing supplement. The
interest rate on floating rate notes will in no event be higher than the maximum
rate permitted by applicable law.
CD RATE NOTES
Each CD rate note will bear interest at the interest rate (calculated with
reference to the CD rate and the spread and/or spread multiplier, if any)
specified in the applicable pricing supplement.
Unless otherwise indicated in the applicable pricing supplement, "CD Rate"
means:
- the rate on the applicable interest determination date for negotiable
certificates of deposit having the index maturity designated in the
applicable pricing supplement, as that rate is published by the Board of
Governors of the Federal Reserve System in "Statistical Release H.15(519),
Selected Interest Rates", or any successor publication of the Board of
Governors of the Federal Reserve System ("H.15(519)") under the heading
"CDs (Secondary Market)," or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, the rate on that interest determination date for
negotiable certificates of deposit having the index maturity designated in
the applicable pricing supplement as published by the Federal Reserve Bank
of New York in its daily statistical release "Composite 3:30 P.M.
Quotations for U.S. Government Securities" or any successor publication of
the Federal Reserve Bank of New York ("Composite Quotations") under the
heading "Certificates of Deposit", or
- if the rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the related calculation date, then
the CD rate for that interest determination date will be calculated by the
calculation agent and will be the arithmetic mean of the secondary market
offered rates as of 10:00 A.M., New York City time, on that interest
determination date of three leading nonbank dealers in negotiable U.S.
dollar certificates of deposit in The City of New York
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selected by the calculation agent for negotiable certificates of deposit
of major United States money center banks of the highest credit standing
(in the market for negotiable certificates of deposit) with a remaining
maturity closest to the index maturity designated in the applicable
pricing supplement in a denomination of $5,000,000, or
- if the dealers selected by the calculation agent are not so quoting, the
CD rate will remain the CD rate then in effect on that interest
determination date
COMMERCIAL PAPER RATE NOTES
Each commercial paper rate note will bear interest at the interest rate
(calculated with reference to the commercial paper rate and the spread and/or
spread multiplier, if any) specified in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "commercial
paper rate" means
- the money market yield (calculated as described below) of the rate on the
applicable interest determination date for commercial paper having the
index maturity designated in the applicable pricing supplement, as that
rate is published in H.15(519), under the heading "Commercial Paper", or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, then the commercial paper rate for that interest
determination date will be the money market yield of the rate on that
interest determination date for commercial paper having the index maturity
designated in the applicable pricing supplement as published in Composite
Quotations under the heading "Commercial Paper", or
- if the rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the related calculation date, then
the commercial paper rate for that interest determination date will be
calculated by the calculation agent and will be the money market yield of
the arithmetic mean of the offered rates as of 11:00 A.M., New York City
time, on that interest determination date of three leading dealers of
commercial paper in The City of New York selected by the calculation agent
for commercial paper having the index maturity designated in the
applicable pricing supplement, placed for an industrial issuer whose bond
rating is "AA", or the equivalent, from a nationally recognized rating
agency, or
- if the dealers selected by the calculation agent are not so quoting, the
commercial paper rate will remain the commercial paper rate then in effect
on that interest determination date
"Money market yield" means a yield (expressed as a percentage rounded to the
nearest one hundred-thousandth of a percentage point) calculated in accordance
with the following formula:
<TABLE>
<C> <C> <S>
DX360
Money Market Yield = ----------- X100
360-(DXM)
</TABLE>
where "D" refers to the per annum rate for commercial paper quoted on a bank
discount basis and expressed as a decimal, and "M" refers to the actual number
of days in the interest period for which interest is being calculated.
FEDERAL FUNDS RATE NOTES
Each federal funds rate note will bear interest at the interest rate
(calculated with reference to the federal funds rate and the spread and/or
spread multiplier, if any) specified in the applicable pricing supplement.
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<PAGE>
Unless otherwise indicated in the applicable pricing supplement, "federal
funds rate" means the rate on the applicable interest determination date
- for federal funds as published in H.15(519) under the heading "Federal
Funds (Effective)", or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, the federal funds rate for such interest
determination date will be the rate on such interest determination date as
published in Composite Quotations under the heading "Federal
Funds/Effective Rate", or
- if the rate is not published in either H.15(519) or Composite Quotations
by 3:00 P.M., New York City time, on the related calculation date, then
the federal funds rate for such interest determination date will be
calculated by the calculation agent and will be the arithmetic mean of the
rates, as of 9:00 A.M., New York City time, on such interest determination
date, for the last transaction in overnight federal funds arranged by
three leading brokers of federal funds transactions in The City of New
York selected by the calculation agent, or
- if the brokers are not so quoting, the federal funds rate will remain the
federal funds rate then in effect on that interest determination date
LIBOR NOTES
Each LIBOR note will bear interest at the interest rate (calculated with
reference to LIBOR and the spread and/or spread multiplier, if any) specified in
the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "LIBOR"
means the rate determined in accordance with the following provisions:
(i) With respect to each interest determination date, LIBOR will be either:
- if "LIBOR Reuters" is specified in the applicable pricing supplement,
the arithmetic mean of the offered rates (unless the specified
designated LIBOR page by its terms provides only for a single rate, in
which case the single rate will be used) for deposits in United States
dollars having the index maturity designated in the applicable pricing
supplement, commencing on the second London banking day immediately
following the interest determination date, which appear on the
designated LIBOR page as of 11:00 A.M., London time, on that interest
determination date, if at least two such offered rates appear (unless,
as aforesaid, only a single rate is required) on such designated LIBOR
page, or
- if "LIBOR Telerate" is specified in the applicable pricing supplement,
the rate for deposits in United States dollars having the index
maturity specified in the applicable pricing supplement, commencing on
the second London banking day immediately following the interest
determination date, which appear on the designated LIBOR page as of
11:00 A.M., London time, on that interest determination date
(ii) Notwithstanding the foregoing, if fewer than two offered rates appear
on the designated LIBOR page with respect to LIBOR Reuters (unless the
specified designated LIBOR page with respect to LIBOR Reuters by its
terms provides only for a single rate, in which case such single rate
will be used), or if no rate appears on the designated LIBOR page with
respect to LIBOR Telerate, whichever may be applicable, LIBOR in
respect of the related interest determination date will be determined
as follows:
- the calculation agent will request the principal London office of each
of four major banks in the London interbank market selected by the
calculation agent to provide its offered rate quotation for deposits in
United States dollars for the period of the index maturity designated
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<PAGE>
in the applicable pricing supplement, commencing on the second London
banking day immediately following the interest determination date, to
prime banks in the London interbank market as of 11:00 A.M., London
time, on the interest determination date and in a principal amount that
is representative for a single transaction in United States dollars in
the market at the time, or
- if at least two quotations are provided, LIBOR will be the arithmetic
mean of the quotations
- if fewer than two quotations are provided, LIBOR will be the arithmetic
mean of the rates quoted as of 11:00 A.M. in The City of New York, on
the interest determination date by three major banks in The City of New
York selected by the calculation agent for loans in United States
dollars to leading banks, having the index maturity designated in the
applicable pricing supplement in a principal amount that is
representative for a single transaction in United States dollars in
that market at that time, or
- if the banks selected by the calculation agent are not so quoting,
LIBOR will remain the LIBOR then in effect on that interest
determination date
"Designated LIBOR page" means either:
- the display on the Reuters Monitor Money Rates Service for the purpose
of displaying the London interbank rates of major banks for United
States dollars (if "LIBOR Reuters" is designated), or
- the display on the Dow Jones Telerate Service for the purpose of
displaying the London interbank rates of major banks for United States
dollars (if "LIBOR Telerate" is designated)
If neither LIBOR Reuters nor LIBOR Telerate is specified, LIBOR will be
determined as if LIBOR Telerate (page 3750) had been chosen.
PRIME RATE NOTES
Each prime rate note will bear interest at the interest rate (calculated
with reference to the prime rate and the spread and/or spread multiplier, if
any) specified in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "prime
rate" means
- the rate set forth in H.15(519) for the applicable interest determination
date, under the heading "Bank Prime Loan", or
- if that rate is not published by 3:00 P.M., New York City time, on the
related calculation date, the prime rate for that interest determination
date will be calculated by the calculation agent and will be the
arithmetic mean of the rates of interest publicly announced by each bank
named on the Reuters Screen USPRIME 1 Page as that bank's prime rate or
base lending rate as in effect for the interest determination date as
quoted on the Reuters Screen USPRIME 1 Page on the interest determination
date, or
- if fewer than four rates appear on the Reuters Screen USPRIME 1 Page for
that interest determination date, the rate will be the arithmetic mean of
the prime rates quoted on the basis of the actual number of days in the
year divided by 360 as of the close of business on that interest
determination date by at least two of the three major money center banks
in The City of New York selected by the calculation agent, or
- if fewer than two quotations are provided as aforesaid, the prime rate for
that interest determination date will be calculated by the calculation
agent and will be the arithmetic mean of the prime rates quoted in The
City of New York on that date by the appropriate number of substitute
banks or trust companies organized and doing business under the laws of
the United States, or any state
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<PAGE>
thereof, in each case having total equity capital of at least U.S.
$500 million and being subject to supervision or examination by a federal
or state authority, selected by the calculation agent, or
- if the banks or trust companies are not so quoting, the prime rate will
remain the prime rate then in effect on that interest determination date
"Reuters Screen USPRIME 1 Page" means the display designated as page
"USPRIME 1" on the Reuters Monitor Money Rate Service (or such other page as may
replace page USPRIME 1 on that service for the purpose of displaying prime rates
or base lending rates of major United States banks).
TREASURY RATE NOTES
Each treasury rate note will bear interest at the interest rate (calculated
with reference to the treasury rate and the spread and/or spread multiplier, if
any) specified in the applicable pricing supplement.
Unless otherwise specified in the applicable pricing supplement, "treasury
rate" means
- the rate applicable to the most recent auction of direct obligations of
the United States ("treasury bills") having the index maturity specified
in the applicable pricing supplement, as that rate is set forth in
H.15(519) under the heading "Treasury Bills--auction average
(Investment)", or
- if that rate is not available by 3:00 P.M., New York City time, on the
related calculation date, the treasury rate for such interest
determination date will be the auction average rate (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) as otherwise announced by the United States
Department of the Treasury, or
- in the event that the results of the auction of treasury bills having the
specified index maturity are not reported as provided above by 3:00 P.M.,
New York City time, on that calculation date or if no auction is held in a
particular week, then the treasury rate will be calculated by the
calculation agent and will be the yield to maturity (expressed as a bond
equivalent, on the basis of a year of 365 or 366 days, as applicable, and
applied on a daily basis) of the arithmetic mean of the secondary market
bid rates, as of approximately 3:30 P.M., New York City time, on the
interest determination date, of three leading primary United States
government securities dealers selected by the calculation agent for the
issue of treasury bills with a remaining maturity closest to the
applicable index maturity, or
- if the dealers are not so quoting, the treasury rate will remain the
treasury rate then in effect on that interest determination date
ORIGINAL ISSUE DISCOUNT NOTES
We may from time to time offer original issue discount notes. The pricing
supplement relating to certain original issue discount notes may provide that
the holders will not receive periodic payments of interest. For the purpose of
determining whether holders of the requisite principal amount of notes
outstanding under the indenture have made a demand or given a notice or waiver
or taken any other action, the outstanding principal amount of original issue
discount notes will be deemed to be the amount of the principal that would be
due and payable upon declaration of acceleration of the specified maturity of
the note as of the date of such determination.
Notwithstanding anything in this prospectus to the contrary, unless
otherwise specified in the applicable pricing supplement, if a note is an
original issue discount note, the amount payable on such note in the event it
becomes due prior to the specified maturity will be the amortized face amount of
the note.
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<PAGE>
INTEREST RATE RESET
If we have the option to reset the interest rate on a fixed rate note, or to
reset the spread and/or spread multiplier on a floating rate note, the pricing
supplement relating to the note will indicate
- the date or dates on which the interest rate or the spread and/or spread
multiplier, as the case may be, may be reset (each an "optional reset
date")
- the basis or formula, if any, for the resetting
We may exercise the reset option by notifying the paying agent at least 45
but not more than 60 days prior to an optional reset date. Not later than
40 days prior to the optional reset date, the paying agent will send to the
holder of the note a notice, by facsimile transmission, hand delivery or letter
(first class, postage prepaid), setting forth
- our election to reset the interest rate, in the case of a fixed rate note,
or the spread and/or spread multiplier, in the case of a floating rate
note
- the new interest rate or spread and/or spread multiplier, as applicable
- the provisions, if any, for redemption during the period from the optional
reset date to the next optional reset date or, if there is no subsequent
optional reset date, to the specified maturity of the note, including:
- the date or dates on which or the period or periods during which we may
redeem the note
- the price or prices at which we may redeem the note
Not later than 20 days prior to an optional reset date for a note, we may,
at our option, revoke the interest rate or the spread and/or spread multiplier
provided for in the notice and establish a higher interest rate or a new spread
and/or spread multiplier which results in a higher interest rate. We may
exercise this option by causing the paying agent to send by facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
the higher interest rate or new spread and/or spread multiplier, as the case may
be, to the holder of the note. This notice will be irrevocable. All notes with
respect to which the interest rate or spread and/or spread multiplier is reset
will bear the higher interest rate or new spread and/or spread multiplier, as
applicable.
If we elect to reset the interest rate or the spread and/or spread
multiplier of your note, you will have the option to elect to have us repay the
note on the optional reset date at a price equal to the principal amount of the
note plus any accrued interest. To exercise this option, you must follow the
procedures set forth below under "Repayment at Holder's Option", except that
- the period for delivery of the note or notification to the paying agent
must be at least 25 but not more than 35 days prior to the optional reset
date
- you may revoke your tender by written notice to the paying agent received
prior to 5:00 P.M. New York City time on the tenth day, whether or not a
business day, prior to the optional reset date
EXTENDIBLE NOTES
If we have the option to extend the stated maturity of any note, the pricing
supplement will indicate the option and any basis or formula for setting the
interest rate, in the case of a fixed rate note, or the spread and/or spread
multiplier in the case of a floating rate note. We may extend notes for one or
more periods of from one to five whole years.
We may exercise our option by notifying the paying agent at least 45 but not
more than 60 calendar days prior to the specified maturity of the note. The
paying agent will send, not later than 40 calendar days
16
<PAGE>
prior to the original specified maturity date, by facsimile transmission, hand
delivery or letter (first class, postage prepaid), to the holder of that note a
notice relating to the extension period, indicating
- that we have elected to extend the specified maturity of the note
- the new specified maturity, which must be from one to five whole years
from the date of the original specified maturity
- in the case of a fixed rate note, the interest rate applicable to the
extension period or, in the case of a floating rate note, the spread
and/or spread multiplier applicable to the extension period
- the provisions, if any, for redemption during the extension period,
including:
- the date or dates on which or the period or periods during which we may
redeem the note
- the price or prices at which we may redeem the note
When the paying agent has sent an extension notice to the holder of a note,
the specified maturity of that note will be extended automatically, and, except
as modified by the extension notice and as described in the next two paragraphs,
the note will have the same terms as prior to the sending of the extension
notice.
Not later than 20 calendar days prior to the original specified maturity of
a note, we may, at our option, revoke the interest rate, in the case of a fixed
rate note, or the spread and/or spread multiplier, in the case of a floating
rate note, provided for in the extension notice and establish a higher interest
rate or a new spread and/or spread multiplier which results in a higher interest
rate for the extension period by causing the paying agent to send by facsimile
transmission, hand delivery or letter (first class, postage prepaid) notice of
such higher interest rate or new spread and/or spread multiplier, as the case
may be, to the holder of that note. This notice will be irrevocable.
If we elect to extend the specified maturity of your note, you will have the
option to elect repayment of the note on the original specified maturity at a
price equal to the principal amount plus any accrued and unpaid interest to such
date. To exercise this option, you must follow the procedures set forth below
under "Repayment at Holder's Option" for optional repayment, except that
- the period for delivery of the note or notification to the paying agent
will be at least 25 but not more than 35 calendar days prior to the
original specified maturity and
- you may revoke your tender for repayment by written notice to the paying
agent received prior to 5:00 P.M., New York City time, on the tenth day
prior to the original specified maturity.
COMBINATION OF PROVISIONS
If so specified in the applicable pricing supplement, any note may be
subject to all of the provisions, or any combination of the provisions,
described above under "Interest Rate Reset" and "Extendible Notes".
OPTIONAL REDEMPTION
The pricing supplement relating to a note will indicate either that the note
cannot be redeemed prior to its specified maturity or that the note will be
redeemable at our option. The pricing supplement will indicate the date or dates
on which the note may be redeemed and the price or prices at which the note may
be redeemed. Unless specified in the applicable pricing supplement, the note
will not be subject to a sinking fund. We may redeem any of the notes which are
redeemable and remain outstanding either in whole or from time to time in part,
upon not less than 30 nor more than 60 days' notice. If fewer than all of the
notes of the same kind are to be redeemed, the notes to be redeemed shall be
selected by the trustee by such method as the trustee deems fair and
appropriate.
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<PAGE>
REPAYMENT AT HOLDER'S OPTION
Unless otherwise specified in the applicable pricing supplement, you cannot
require repayment of your note prior to its specified maturity. If your note is
repayable at your option, the pricing supplement will indicate the date or dates
on which you may require prepayment and the price or prices of repayment.
In order for a note to be so repaid, the paying agent must receive at least
30 days but not more than 45 days prior to the repayment date
- the note with the form entitled "Option to Elect Repayment" on the reverse
of the note duly completed or
- a facsimile transmission or a letter from a member of a national
securities exchange or the National Association of Securities
Dealers, Inc. or a commercial bank or trust company in the United States
setting forth your name, the principal amount of the note, the principal
amount of the note to be repaid, the certificate number or a description
of the tenor and terms of the note, a statement that the option to elect
repayment is being exercised thereby and a guarantee that the note to be
repaid with the form entitled "Option to Elect Repayment" on the reverse
of the note duly completed will be received by the paying agent not later
than five business days after the date of the facsimile transmission or
letter and the note and form duly completed are received by the paying
agent by the fifth business day.
Your exercise of the repayment option is irrevocable. You may exercise the
repayment option for less than the entire principal amount of a note so long as
the principal amount of the note remaining outstanding after repayment is an
authorized denomination.
The option to elect repayment of book-entry notes may be exercised by the
applicable participant in DTC on behalf of the beneficial owners by delivering a
written notice substantially similar to the above mentioned form to the paying
agent at least 30 days but not more than 60 days prior to the date of repayment.
Notices of elections from participants on behalf of beneficial owners must be
received by the paying agent by 5:00 P.M., New York City time, on the last day
for giving the notice. In order to ensure that a notice is received by the
paying agent on a particular day, the beneficial owner must so direct the
applicable participant before the participant's deadline for accepting
instructions for that day. Different firms may have different deadlines for
accepting instructions from their customers. Accordingly, beneficial owners
should consult the participants through which they own their interest for the
respective deadlines for those participants. All notices must be executed by a
duly authorized officer of the participant (with signatures guaranteed) and will
be irrevocable. In addition, a beneficial owner must make delivery at the time a
notice of election is given to the Depository by causing the applicable
participant to transfer the beneficial owner's interest in the global security
or securities representing the book-entry note, on the Depository's records, to
the trustee. See "Book-Entry System".
If applicable, we will comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended, and any other securities laws or
regulations in connection with any such repayment.
REPURCHASE
We may purchase notes at any time and at any price in the open market or
otherwise. We may sell any notes that we purchase or hold the notes or surrender
them to the trustee for cancellation. If any note requires mandatory sinking
fund payments, the indenture provides that instead of making all or any part of
any mandatory sinking fund payment in cash, we may satisfy our delivery
requirement by delivering to the trustee notes of the same kind that we have
previously purchased or otherwise acquired (to the extent not previously
credited).
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<PAGE>
OTHER PROVISIONS
Any provisions with respect to the determination of an interest rate basis,
the specifications of interest rate basis, the calculation of the interest rate,
or the principal payable at maturity on, any note, its interest payment dates or
any other matter relating to a note may be modified by the terms as specified
under "Other Provisions" on the face of the note, or in an addendum if so
specified on the face of the note, and in the applicable pricing supplement.
EVENTS OF DEFAULT
The indenture provides that the following are events of default with respect
to the notes:
- default in the payment of the principal of (or premium, if any, on) any
note when due and payable;
- default in making a sinking fund payment, if any, when due and payable by
the terms of any note;
- default for 30 days in the payment of any installment of interest on any
note;
- default for 60 days after written notice (given to us by the trustee or by
the holders of at least 25% in aggregate principal amount of the
outstanding securities of all series affected) in the performance of any
other covenant in respect of the notes contained in the indenture; or
- certain events of bankruptcy, insolvency or reorganization or any related
court appointment of a receiver, liquidator or trustee. (Section 6.1)
An event of default with respect to the notes offered by this prospectus
does not necessarily constitute an event of default with respect to any other
series of securities issued under the indenture, including other series of
medium-term notes.
The trustee may withhold notice to you of any default with respect to the
notes (except a default in the payment of principal or premium, if any, or
interest) if it considers such withholding in your interest. (Section 6.11)
If an event of default has occurred and is continuing, the trustee or the
holders of not less than 25% in aggregate principal amount of the outstanding
notes (or, in the case of certain events of default that affect all series of
securities then outstanding, the holders of not less than 25% in aggregate
principal amount of all the securities then outstanding treated as one class)
may declare the principal (or in the case of discounted notes, that portion
described in the pricing supplement) of all the notes to be due and payable
immediately; however, subject to certain conditions, any such declaration and
its consequences may be rescinded or annulled by the holders of not less than a
majority in aggregate principal amount of the outstanding notes. (Section 6.1)
Within four months after the close of each year we must file with the
trustee a certificate, signed by specified officers, stating whether or not
those officers have knowledge of any default relating to its covenants,
agreements and obligations with respect to paying agents or the maintenance of
its corporate existence, and, if so, specifying the default. (Section 4.6)
Subject to provisions relating to its duties during the continuance of any
event of default, the trustee is under no obligation to exercise any of its
rights or powers under the indenture at the request, order or direction of any
holders, unless the holders have offered the trustee reasonable indemnity.
(Section 7.2) Subject to the provisions for indemnification and subject to the
right of the trustee to decline to follow any holders' directions under
specified circumstances, the holders of a majority in aggregate principal amount
of the outstanding notes may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred upon the trustee, with respect to the notes. (Section 6.9)
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TRANSFER
Certificated notes may be registered for transfer or exchanged at the
corporate trust office of the trustee or at any other office or agency that we
maintain for that purpose, subject to the limitations in the indenture, without
the payment of any service charge except for any tax or governmental charge
incidental thereto. (Section 3.6)
DEFEASANCE
The indenture provides that we will be discharged from our obligations under
the indenture with respect to the notes at any time prior to the stated maturity
or redemption of the notes when
- we have irrevocably deposited with the trustee, in trust,
(i) sufficient funds to pay the principal of (and premium, if any), and
interest to stated maturity (or redemption) on, the notes, or
(ii) the amount of direct obligations of, or obligations the principal
of and interest on which are fully guaranteed by, the United States
Government, and which are not subject to prepayment, redemption or
call, as will, together with the predetermined and certain income
to accrue thereon without consideration of any reinvestment
thereof, be sufficient to pay when due the principal of (and
premium, if any), and interest to stated maturity (or redemption)
on, the notes, and
- we have paid all other sums payable with respect to the notes
Upon the discharge of the indenture, the holders of the notes will no longer
be entitled to the benefits of the indenture, except for the purposes of
registration of transfer and exchange of the notes, and replacement of lost,
stolen or mutilated notes. (Sections 12.1 and 12.3)
MODIFICATIONS OF INDENTURE
The indenture, our rights and obligations thereunder and the rights of the
holders may be modified with respect to one or more series of securities issued
under the indenture with the consent of the holders of not less than a majority
of the aggregate principal amount of outstanding securities of all series
affected by the modification (voting as one class). Without the consent of the
holder of each security affected, no modification may
- change the stated maturity of any security
- reduce the principal amount of, or the amount of premium payable on, any
security
- reduce the rate, extend the time of payment or change the method of
calculation of interest
- reduce any amount payable on redemption or reduce the percentage required
for modification
- subordinate the indebtedness evidenced by any series of securities to any
other indebtedness
(Section 10.2)
TRUSTEE
The Bank of New York is the trustee under the indenture. The Bank of New
York has a course of regular dealings with us in the ordinary course of business
and from time to time may also make short-term unsecured loans and secured or
unsecured revolving credit and term loans to us and our associated companies.
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BOOK-ENTRY SYSTEM
Unless otherwise specified in the applicable pricing supplement, the
following provisions will apply to all book-entry notes:
DTC will act as securities depositary for book-entry notes. We will issue
the book-entry notes as fully-registered securities registered in the name of
Cede & Co., the Depositary's nominee. We will issue one fully-registered global
security for each issue of the notes, each in the aggregate principal amount of
the issue. If the aggregate principal amount of any issue exceeds $200 million,
we will issue one global security with respect to each $200 million of principal
amount and an additional global security with respect to any remaining principal
amount of the issue.
Purchases of book-entry notes under DTC's system must be made by or through
direct participants, which will receive a credit for the book-entry notes on
DTC's records. The ownership interest of each actual purchaser of each
book-entry note, the "beneficial owner", is recorded on the participants'
records. Beneficial owners will not receive written confirmation from DTC of
their purchase, but beneficial owners are expected to receive written
confirmation providing details of the transaction, as well as periodic
statements of their holdings, from the participant through which the beneficial
owner entered into the transaction. Transfers of ownership interests in the
book-entry notes are accomplished by entries made on the books of participants
acting on behalf of beneficial owners. Beneficial owners will not receive
certificates representing their ownership interests in book-entry notes, except
in the event that use of the book-entry system for one or more book-entry notes
is discontinued.
To facilitate subsequent transfers, all global securities deposited by
participants with DTC are registered in the name of DTC's nominee, Cede & Co.
The deposit of global securities with DTC and their registration in the name of
Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the
actual beneficial owners of the book-entry notes; DTC's records reflect only the
identity of the direct participants to whose accounts the book-entry notes are
credited, which may or may not be the beneficial owners. The participants will
remain responsible for keeping account of their holdings on behalf of their
customers.
As long as DTC or its nominee is the registered owner of a global security,
DTC or its nominee, as applicable, will be considered the owner of the notes
represented by the global security for all purposes under the indenture. Except
as noted below, an owner of a beneficial interest in a global security will not
be entitled to receive physical delivery of a certificated note and will not be
considered an owner or holder of a note for purposes of the indenture.
Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements
that may be in effect from time to time.
We will send redemption notices to Cede & Co. as the holder of the
book-entry notes. If we are redeeming less than all of the book-entry notes and
unless otherwise notified by either us or the trustee, DTC's practice is to
determine by lot the amount of the interest of each direct participant in the
issue to be redeemed.
Neither DTC or Cede & Co. will consent or vote with respect to book-entry
notes. Under its ususal procedures, DTC will mail an omnibus proxy to us as soon
as possible after the record date. The omnibus proxy assigns Cede & Co.'s
consenting or voting rights to those direct participants to whose accounts the
book-entry notes are credited on the record date (identified in a listing
attached to the omnibus proxy).
The paying agent will make principal and interest payment on the book-entry
notes to DTC. DTC's practice is to credit direct participants' accounts on the
payable date in accordance with their respective holdings shown on DTC's records
unless DTC has reason to believe that it will not receive payment on the
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payable date. Payments by participants to beneficial owners will be governed by
standing instructions and customary practices for the securities held for the
accounts of customers in bearer form or registered in "street name" and will be
the responsibility of such participant and not of DTC, any agents, or us,
subject to any statutory or regulatory requirements in effect. Payment of
principal and interest to DTC is our responsibility or the responsibility of our
agents, disbursements of such payments to direct participants is the
responsibility of DTC, and disbursement of such payments to the beneficial
owners is the responsibility of participants.
A beneficial owner must give notice to elect to have its book-entry notes
purchased or tendered through its participant to the paying agent, and must
effect delivery of such book-entry notes by causing the participant to transfer
the participant's interest in the book-entry notes, on DTC's records, to the
paying agent. The requirement of physical delivery of book-entry notes in
connection with a demand for purchase or a mandatory purchase will be deemed
satisfied when the ownership rights in the book-entry notes are transferred by
direct participants on DTC's records.
DTC may discontinue providing its services as securities depositary with
respect to the book-entry notes at any time by giving reasonable notice to us or
to our agents. Under such circumstances, in the event that a successor
securities depositary is not appointed, certificated notes are required to be
printed and delivered in exchange for the book-entry notes represented by the
global securities held by DTC.
We may decide to discontinue use of the system of book-entry transfers
through DTC, or a successor securities depositary. In that event, certificated
notes will be printed and delivered in exchange for the book-entry notes
represented by the global securities held by DTC.
The information in this section concerning DTC and DTC's book-entry system
has been obtained from sources that we believe are reliable, but we take no
responsibility for the accuracy of the information.
Neither we, the trustee, any paying agent, nor the registrar for the notes
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests in a global
security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interest.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following summarizes certain United States federal income tax
consequences of the purchase, ownership and disposition of notes as of the date
of this prospectus. Except where noted, this summary deals only with notes held
as capital assets and does not deal with special situations. For example, this
summary does not address:
- tax consequences to holders who may be subject to special tax treatment,
such as banks, dealers in securities, financial institutions, tax-exempt
entities or life insurance companies
- tax consequences to persons holding notes as part of a hedging,
integrated, constructive sale or conversion transaction or a straddle
- tax consequences to foreign investors
- tax consequences to shareholders, partners or beneficiaries of a holder of
notes
- alternative minimum tax consequences, if any
- any state, local or foreign tax consequences
The discussion below is based upon the provisions of the Internal Revenue
Code of 1986, as amended, the "Code", and regulations, rulings and judicial
interpretations as of the date of this prospectus. Those authorities may be
changed, perhaps retroactively, so as to result in United States federal income
tax
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consequences different from those discussed below. This summary does not purport
to cover all possible tax consequences of the purchase, ownership and
disposition of notes and is not intended as tax advice.
IF YOU ARE CONSIDERING THE PURCHASE OF NOTES, YOU SHOULD CONSULT YOUR OWN
TAX ADVISOR CONCERNING THE TAX CONSEQUENCES TO YOU IN LIGHT OF YOUR PARTICULAR
SITUATION.
The following is a summary of certain United States federal income tax
consequences that will apply to you if you are a United States Holder of notes.
"United States Holder" means a beneficial owner of a note that is:
- a citizen or resident of the United States
- a corporation or other entity that is taxable as a corporation created or
organized in or under the laws of the United States or any political
subdivision of the United States
- an estate the income of which is subject to United States federal income
taxation regardless of its source
- a trust (a) that is subject to the primary supervision of a court within
the United States and the control of one or more United States persons or
(b) that has a valid election in effect under applicable treasury
regulations to be treated as a United States person.
PAYMENT OF INTEREST
Except as set forth below, interest on a note will generally be taxable to
you as ordinary income from domestic sources at the time it is received or
accrued in accordance with your method of accounting for tax purposes.
ORIGINAL ISSUE DISCOUNT
If you hold original issue discount notes, you generally will be subject to
the special tax accounting rules for original issue discount obligations
provided by the Code and certain treasury regulations. You should be aware that,
as described in greater detail below, you generally must include original issue
discount in ordinary gross income for federal income tax purposes as it accrues,
in advance of the receipt of cash attributable to that income.
In general, as a holder of an original issue discount note, whether you use
the cash or the accrual method of tax accounting, you will be required to
include in ordinary gross income the sum of the "daily portions" of original
issue discount on that note for all days during the taxable year that you own
the note. The daily portions of original issue discount on an original issue
discount note are determined by allocating to each day in any "accrual period" a
ratable portion of the original issue discount allocable to that accrual period.
The "accrual period" for an original issue discount note may be of any
length and may vary in length over the term of the note, but each accrual period
must be no longer than one year and each scheduled payment of principal or
interest must occur either on the first day or the last day of an accrual
period. In the case of an initial holder, the amount of original issue discount
allocable to each accrual period is determined by (i) multiplying the "adjusted
issue price" of the note by a fraction, the numerator of which is the annual
yield to maturity of the note and the denominator of which is the number of
accrual periods in a year and (ii) subtracting from that product the amount (if
any) payable as interest at the end of that accrual period.
The "adjusted issue price" of an original issue discount note at the
beginning of any accrual period is the sum of its issue price (as defined for
federal income tax purposes), including accrued interest, if any, and the amount
of original issue discount allocable to all prior accrual periods, reduced by
the amount of
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all payments other than interest payments (if any) made with respect to the note
in all prior accrual periods.
As a result of this "constant yield" method of including original issue
discount income, the amounts includible in income are less in the early years
and greater in the later years than the amounts that would be includible on a
straight-line basis. In the case of an original issue discount note that is a
floating rate note, both the "annual yield to maturity" and the "amount payable
as interest" are generally determined for these purposes as though the note bore
interest in all periods at a fixed rate equal to the level of the base rate (as
adjusted by the applicable spread or spread multiplier, if any) on the original
issue date.
FLOATING RATE NOTES
Payments of interest on floating rate notes that are not based on current
values of an objective interest index will be considered contingent payments and
subject to special rules under the treasury regulations. Under those treasury
regulations, payments of interest on CD rate notes, commercial paper rate notes,
federal funds rate notes, LIBOR notes, prime rate notes and treasury rate notes
should be considered payments based on current values of objective interest
indices, and therefore the special rules concerning contingent payments should
not apply to those notes. If any floating rate note specifies a base rate other
than the CD rate, commercial paper rate, federal funds rate, LIBOR, prime rate
or treasury rate, and the federal income tax consequences vary from the
consequences described in this prospectus, those tax consequences will be
described in the applicable pricing supplement.
SHORT-TERM NOTES
Short-term notes are notes with a specified maturity of one year or less and
are subject to certain tax rules which apply to the timing of inclusion in
income of interest. Generally, as discussed in more detail below, for federal
income tax purposes, if you are an individual or other cash method holder of a
short-term note, you will not be required to accrue any discount on the
short-term note unless you elect to do so and interest payments on the
short-term note will not be includible in gross income until the taxable year of
receipt. You may, however, be required to defer certain interest deductions.
An obligation which is issued for an amount less than its "stated redemption
price at maturity" will generally be considered to be issued at a discount for
federal income tax purposes. Under the treasury regulations, all payments
(including all stated interest) with respect to an obligation will be included
in the stated redemption price at maturity if the obligation is a short-term
note and, thus, holders will be taxed on discount instead of stated interest.
The discount will be equal to the excess of the stated redemption price at
maturity over the "issue price", unless the holder elects to compute this
discount as acquisition discount using tax basis instead of issue price. The
issue price of each short-term note will be the initial offering price to the
public at which a substantial amount of the short-term notes are sold. As
previously noted, an individual or other cash method holder of a short-term note
is not required to accrue any discount for federal income tax purposes unless an
election is made to do so. Holders who report income for federal income tax
purposes on the accrual method and certain other holders, including banks and
dealers in securities, are required to accrue discount on the short-term notes
(as ordinary income) on a straight-line method unless an election is made to
accrue the discount according to a constant interest method based on daily
compounding. The amount of discount which accrues in respect of a short-term
note while held by a holder will be added to the holder's tax basis for the note
to the extent included in income. In the case of a cash method holder who is not
required, and does not elect, to include discount in income currently, any gain
realized on the sale, exchange or retirement of the short-term note will be
ordinary income to the extent of the discount accrued on a straight-line basis
(or, if elected, according to a constant interest method based on daily
compounding) through the date of sale, exchange or retirement. In addition,
non-electing holders which are not subject to the current inclusion requirement
described in this paragraph will be required to defer
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deductions for any interest paid on indebtedness incurred or continued to
purchase or carry short-term notes in an amount not exceeding the deferred
interest income, until such deferred interest income is realized.
EXTENDIBLE NOTES AND RESET NOTES
The applicable pricing supplement will contain a discussion of any special
United States federal income tax rules with respect to any extendible or reset
notes.
DEFEASANCE
Under current United States federal income tax law, defeasance under the
indenture (see "Description of the Notes--Defeasance") would likely be treated
as a taxable exchange of the notes to be defeased for an interest in the
defeasance trust. As a consequence, a holder would recognize gain or loss equal
to the difference between the holder's cost or other tax basis for the notes and
the value of the holder's interest in the defeasance trust, and thereafter would
be required to include in income the holder's share of the income, gain or loss
of the defeasance trust. The amount so required to be included in income could
be a different amount and includible in income at different times than would be
includible in the absence of defeasance under the indenture. You should consult
your own tax advisor as to the specific consequences to you of defeasance under
the indenture.
PLAN OF DISTRIBUTION
We are offering the notes on a continuing basis through the agents listed on
the cover, each of which has agreed to use its reasonable best efforts to
solicit purchases of the notes. Unless otherwise specified in the pricing
supplement, we will pay each agent a commission of from .125% to .750% of the
principal amount of each note sold through the agent, depending on the specified
maturity of the note and the credit rating assigned to the notes.
We have the sole right to accept offers to purchase a note and we may reject
any offer in whole or in part. Each agent will have the right, in its discretion
reasonably exercised, to reject in whole or in part any offer to purchase notes
received by the agent. We also may sell notes to any agent, acting as principal,
at a discount to be agreed upon at the time of sale, for resale to one or more
investors or to another broker-dealer, acting as principal for purposes of
resale, at varying prices related to prevailing market prices at the time of
resale, as determined by the agent or, if so agreed, at a fixed public offering
price. Unless otherwise indicated in the applicable pricing supplement, if any
note is resold by an agent to any dealer at a discount, the discount will not be
more than the discount or commission received by the agent from us. Unless
otherwise indicated in the applicable pricing supplement, any note purchased by
an agent as principal will be purchased at 100% of the principal amount of the
note less a percentage equal to the commission applicable in the case of an
agency sale of a note of identical maturity. After the initial public offering
of the notes, the public offering price (in the case of notes to be resold on a
fixed offering price basis), the concession and the discount may be changed.
We may sell notes directly to investors on our own behalf in those
jurisdictions where we are authorized to do so. We will not pay any commissions
on sales made directly by us.
We may sell notes through agents other than the agents listed on the cover
subject to certain conditions described in the distribution agreement that we
have entered into with the agents listed on the cover. The commission applicable
to agency sales through any other agents will be the same as the commission
applicable to agency sales through the agents listed on the cover.
We may withdraw, cancel or modify the offer of notes without notice.
The agents may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933. We have agreed to indemnify each agent against certain
liabilities, including liabilities under the Securities Act.
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We have also agreed to reimburse the agents for certain of the agents' expenses,
including, but not limited to, the fees and expenses of counsel to the agents.
The notes are new issues of securities with no established trading market.
We have been advised by each agent that it may from time to time purchase and
sell notes in the secondary market, but it is not obligated to do so. There can
be no assurance that there will be a secondary market for the notes or liquidity
in the secondary market if one develops. From time to time, each agent may make
a market in the notes. The notes will not be listed on any securities exchange.
In connection with certain types of offers and sales of notes, the rules of
the SEC permit the agents to engage in certain transactions that stabilize the
price of the notes. These transactions may consist of bids or purchases for the
purpose of pegging, fixing or maintaining the price of the notes, the purchase
of notes to cover syndicate short positions and the imposition of a penalty bid.
If the agents create a short position on the notes in connection with an
offering (that is, if they sell more notes than are indicated in the applicable
pricing supplement), the agents may reduce that short position by purchasing
notes in the open market. In general, purchases of a security for the purpose of
stabilization or to reduce a syndicate short position could cause the price of
the security to be higher than it might otherwise be in the absence of these
purchases.
Each agent and certain of its affiliates may from time to time engage in
transactions with, and perform investment banking, general banking and other
financial services for, us and our affiliates in the ordinary course of
business.
LEGAL OPINIONS
The validity of the notes will be passed upon for us by LeBoeuf, Lamb,
Greene & MacRae, L.L.P., a limited liability partnership including professional
corporations, New York, New York, and by William M. Finn, Esq., our corporate
counsel, and for the Agents, by Choate, Hall & Stewart, a partnership including
professional corporations, Boston, Massachusetts. Choate, Hall & Stewart from
time to time provides legal services to Maine Yankee Atomic Power Company, one
of our affiliates. William M. Finn, Esq. and LeBoeuf, Lamb, Greene & MacRae,
L.L.P. will be passing upon statements under the caption "Description of Notes".
Certain matters involving Connecticut law will be passed upon for us by Day,
Berry & Howard, Hartford, Connecticut. LeBoeuf, Lamb, Greene & MacRae, L.L.P.
and Choate, Hall & Stewart may rely upon the opinion of William M. Finn, Esq.,
as to all legal conclusions affected by the laws of Maine (including our
organization and existence), and the opinion of Day, Berry & Howard as to all
legal conclusions affected by the laws of Connecticut.
EXPERTS
Our consolidated financial statements and schedule, which are incorporated
by reference to our Annual Report on Form 10-K for the year ended December 31,
1999, have been audited by PricewaterhouseCoopers LLP, independent certified
public accountants, as indicated in their reports with respect thereto. The
financial statements and schedule are incorporated by reference in this
prospectus in reliance upon the authority of PricewaterhouseCoopers LLP as
experts in accounting and auditing.
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$500,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES,
SERIES E
---------------------
PROSPECTUS
, 2000
---------------------
LEHMAN BROTHERS
SALOMON SMITH BARNEY
UBS WARBURG LLC
You should rely only on the information contained or incorporated by reference
in this prospectus and any pricing supplement. We have not authorized anyone to
provide you with different information. We are not offering the notes in any
state where the offer is not permitted. We do not claim the accuracy of the
information in this prospectus and any pricing supplement as of any date other
than the dates stated on their respective covers.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
<TABLE>
<S> <C>
Filing Fee--Securities and Exchange Commission.............. $ 80,520
Auditors' Fees.............................................. 19,000*
Rating Agency Fees.......................................... 60,000*
Fees and Expenses of Trustee................................ 6,000*
Legal Fees and Expenses..................................... 250,000*
State Securities Law Fees and Expenses...................... 25,000*
Printing and Engraving...................................... 15,000*
Miscellaneous 19,480*
---------
Total................................................. $475,000*
</TABLE>
- ------------------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subsection 1 of Section 719 of the Business Corporation Law of Maine
empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or other employee
benefit plan or other enterprise, against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding; provided that no
indemnification may be provided for any person with respect to any matter as to
which he shall have been finally adjudicated not to have acted honestly or in
the reasonable belief that his action was in or not opposed to the best
interests of the corporation or its shareholders or, in the case of a person
serving as a fiduciary of an employee benefit plan or trust, in or not opposed
to the best interests of that plan or trust, or its participants or
beneficiaries or, with respect to any criminal action or proceeding, had
reasonable cause to believe that his conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order or conviction adverse to such
person, or by settlement or plea of nolo contendere or its equivalent, shall not
of itself create a presumption that such person did not act honestly or in the
reasonable belief that his action was in or not opposed to the best interests of
the corporation or its shareholders, or in the case of a person serving as a
fiduciary of an employee benefit plan or trust, in or not opposed to the best
interests of that plan or trust, or its participants or beneficiaries and, with
respect to any criminal action or proceeding, had reasonable cause to believe
that his conduct was unlawful.
Section 719 further provides that to the extent that a director, officer,
employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Subsection
1 of Section 719, or in defense of any claim, issue or matter referred to
therein, he shall be indemnified against expenses, including attorney's fees,
actually and reasonably incurred by him in connection therewith; that the
indemnification provided for by Section 719 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled under any by-law,
agreement, vote of stockholders or disinterested directors or otherwise; and
that a corporation shall have the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, trustee, partner, fiduciary, employee or agent of another
corporation, partnership, joint venture, trust, pension or
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other employee benefit plan or other enterprise against any liability asserted
against him and incurred by him in such capacity, or arising out of his status
as such, whether or not the corporation would have the power to indemnify him
against such liability under Section 719.
The by-laws of the Company provide, in effect, that the Company will provide
the indemnity described in Section 719 of the Business Corporation Law of Maine,
to the extent and under the circumstances described therein.
The by-laws of the Company also permit the Company to purchase and maintain
insurance to the same extent permitted by Section 719 of the Business
Corporation Law of Maine. The Company has purchased Directors' and Officers'
Liability Insurance insuring the Company and its directors and officers against
Losses (as defined therein) arising from actual or alleged Wrongful Acts (as
defined therein).
ITEM 16. EXHIBITS.
See Exhibit Index immediately preceding the Exhibits included as part of
this Registration Statement.
ITEM 17. UNDERTAKINGS.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the Registration Statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange
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Act of 1934 (and each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new Registration Statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described under Item 15 above, or otherwise,
the Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in said
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Company
of expenses incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in said Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Augusta, Maine, on April 28, 2000.
<TABLE>
<S> <C> <C>
CENTRAL MAINE POWER COMPANY
BY /S/ CURTIS I. CALL
-----------------------------------------
Curtis I. Call
Treasurer
(Duly Authorized Officer)
</TABLE>
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints each of Curtis I. Call, Anne M. Pare, William M.
Finn and Susan A. Marshall his or her true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution for him or her and in
his or her name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) of and supplements to this
Registration Statement and to file the same, with all exhibits thereto, and any
and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto each such attorney-in-fact and agent, and his
substitutes, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, to all
intents and purposes and as fully as he or she might or could do in person,
hereby ratifying and confirming all that each such attorney-in-fact and agent,
or his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date or dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ SARA J. BURNS President; Director
------------------------------------------- (Principal Executive Officer) April 28, 2000
Sara J. Burns
/s/ CURTIS I. CALL Treasurer
------------------------------------------- (Principal Financial Officer) April 28, 2000
Curtis I. Call
/s/ MICHAEL W. CARON Comptroller
------------------------------------------- (Principal Accounting April 28, 2000
Michael W. Caron Officer)
/s/ DAVID M. JAGGER Chairman of the Board of
------------------------------------------- Directors April 28, 2000
David M. Jagger
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ CHARLES H. ABBOTT Vice Chairman of the
------------------------------------------- Board of Directors April 28, 2000
Charles H. Abbott
/s/ LAWRENCE A. BENNIGSON Director
------------------------------------------- April 28, 2000
Lawrence A. Bennigson
/s/ CHARLEEN M. CHASE Director
------------------------------------------- April 28, 2000
Charleen M. Chase
/s/ DUANE D. FITZGERALD Director
------------------------------------------- April 28, 2000
Duane D. Fitzgerald
/s/ DAVID T. FLANAGAN Director
------------------------------------------- April 28, 2000
David T. Flanagan
/s/ ROBERT H. GARDINER Director
------------------------------------------- April 28, 2000
Robert H. Gardiner
/s/ PETER J. MOYNIHAN Director
------------------------------------------- April 28, 2000
Peter J. Moynihan
/s/ WILLIAM J. RYAN Director
------------------------------------------- April 28, 2000
William J. Ryan
/s/ LEE M. SCHEPPS Director
------------------------------------------- April 28, 2000
Lee M. Schepps
/s/ KATHRYN M. WEARE Director
------------------------------------------- April 28, 2000
Kathryn M. Weare
Director
------------------------------------------- April , 2000
Lyndel J. Wishcamper
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
The following exhibits, as indicated below, either are filed herewith or
have been heretofore filed with the Securities and Exchange Commission under the
Securities Act of 1933, the Securities Exchange Act of 1934 or the Public
Utility Holding Company Act of 1935 and are incorporated herein by reference
thereto.
EXHIBIT 1. DISTRIBUTION AGREEMENT
Filed herewith:
1.1 Form of Distribution Agreement.
EXHIBIT 4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT SEC DOCKET
- ----------- -------- -----------------------------------------
<S> <C> <C>
4.1 Indenture dated as of August 1, 1989 4.1 33-29626
between the Company and The Bank of
New York, as Trustee.
4.2 First Supplemental Indenture dated 4.1 Current Report on Form 8-K, dated August
as of August 7, 1989. 7, 1989
4.3 Second Supplemental Indenture dated 4.1 33-44944
as of January 10, 1992
4.4 Third Supplemental Indenture dated 4.1 33-56939
as of December 15, 1994
4.5 Fourth Supplemental Indenture dated 4.4 333-35235
as of February 26, 1998
Filed herewith:
4.6 Form of Fifth Supplemental
Indenture.
</TABLE>
EXHIBIT 5. OPINION RE: LEGALITY
Filed herewith:
5.1 Opinion of William M. Finn, Esquire.
5.2 Opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.
EXHIBIT 12. RATIO OF EARNINGS TO FIXED CHARGES
Filed herewith:
12.1 Computation of Ratio of Earnings to Fixed Charges.
EXHIBIT 23. CONSENTS OF EXPERTS AND COUNSEL
Filed herewith:
23.1 The consent of PricewaterhouseCoopers LLP to incorporation by reference in
this Registration Statement of its report included in the Company's
Form 10-K for the year ended December 31, 1999, and the reference to its
name under the caption "Experts" in the Prospectus comprising part of this
Registration Statement.
23.2 The consent of William M. Finn, Esquire, is contained in his opinion filed
as Exhibit 5.1 to this Registration Statement.
23.3 The consent of LeBoeuf, Lamb, Greene & MacRae, L.L.P. is contained in their
opinion filed as Exhibit 5.2 to this Registration Statement.
23.4 Consent of Day, Berry & Howard.
<PAGE>
EXHIBIT 24. POWER OF ATTORNEY
Filed herewith:
24.1 Power of Attorney is made a part hereof and is contained in the signature
page hereto.
EXHIBIT 25. STATEMENT OF ELIGIBILITY OF TRUSTEE
Filed herewith:
25.1 Statement of Eligibility of Trustee on Form T-1 of The Bank of New York.
EXHIBIT 99. OTHER EXHIBITS
<TABLE>
<CAPTION>
DESCRIPTION EXHIBIT SEC DOCKET
----------- -------- -------------------------------------------------------
<S> <C> <C> <C>
99.1 Financial Data Schedule 99.1 Annual Report on Form 10-K, for the year ended
December 31, 1999
</TABLE>
<PAGE>
Exhibit 1.1
$500,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES E
DISTRIBUTION AGREEMENT
______________, 2000
Lehman Brothers Inc.
3 World Financial Center
New York, New York 10285-1200
Salomon Smith Barney Inc.
388 Greenwich Street
New York, New York 10013
UBS Warburg LLC
535 Madison Avenue
New York, New York 10022
Dear Sirs:
Central Maine Power Company, a Maine corporation (the "Company"), confirms
its agreement with each of you (individually, an "Agent" and collectively, the
"Agents") with respect to the issue and sale by the Company of up to an
aggregate principal amount of $500,000,000 of its Medium-Term Notes, Series E
(the "Notes"). The Notes are to be issued from time to time pursuant to an
indenture, dated as of August 1, 1989 (as supplemented by the First Supplemental
Indenture dated as of August 7, 1989, the Second Supplemental Indenture dated as
of January 10, 1992, the Third Supplemental Indenture dated as of December 15,
1994, the Fourth Supplemental Indenture dated as of February 26, 1998 and as
further supplemented by the Fifth Supplemental Indenture dated as of __________,
2000 relating to the Notes (the "Supplemental Indenture") and as it may be
further supplemented or amended from time to time, the "Indenture"), between the
Company and The Bank of New York, as trustee (the "Trustee").
The Notes shall have the maturity ranges, applicable interest rates or
interest rate formulas, issue prices, redemption and repayment provisions and
other terms set forth in the
<PAGE>
Prospectus referred to in Section l(c) as it may be amended or supplemented from
time to time, including any supplement providing for the principal amount,
interest rate, maturity and other terms of any Note (a "Pricing Supplement").
The Notes will be issued, and the terms thereof established, from time to time,
by the Company in accordance with the Indenture and the Procedures referred to
below. This Agreement shall only apply to sales of the Notes and not to sales of
any other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell its Notes directly on its own
behalf or to designate or select additional agents as set forth in Section 11
hereof, the Company hereby (i) appoints each of the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase Notes from the Company and (ii) agrees that whenever the Company
determines to sell Notes directly to an Agent as principal it will enter into a
separate agreement (each a "Purchase Agreement"). Each such Purchase Agreement,
whether oral (and confirmed in writing, which may be by facsimile transmission)
or in writing, shall be with respect to such information (as applicable) as
specified in Exhibit C hereto, relating to such sale in accordance with Section
2(e) hereof.
SECTION l. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each Agent as of the date hereof, as of the Closing Date referred to
in Section 2(g) hereof, and as of the times referred to in Sections 6(a) and
6(b) hereof (the Closing Date and each such time being hereinafter sometimes
referred to as a "Representation Date"), as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maine, has the
corporate power and authority to own or lease and operate its properties,
has the corporate power, authority and franchises to carry on its business
as now conducted and has the corporate power and authority to carry on its
business as presently proposed to be conducted, all as described in the
Prospectus hereinafter referred to; and has duly qualified and is
authorized to do business and is in good standing as a foreign corporation
in each jurisdiction where the ownership or character of its properties or
the nature of its business or activities makes such qualification
necessary and where the failure so to qualify or be in good standing would
have a material adverse effect on the condition (financial or other), net
worth or results of operations of the Company.
(b) All of the issued and outstanding common stock of the Company is
owned by CMP Group, Inc., a Maine corporation ("Group"). The subsidiaries
of the Company as of the Closing Date are Maine Electric Power Company,
Inc., NORVARCO, Central Securities Corporation and Cumberland Securities
Corporation. The presentation of the consolidated financial statements of
Group and the Company complies with Regulation S-X of the Securities and
Exchange Commission (the "Commission"). Each of Maine Yankee Atomic Power
Company ("Maine Yankee")
<PAGE>
and the subsidiaries of the Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction
of incorporation, has the corporate power and authority to own or lease
and operate its properties, has the corporate power, authority and
franchises to carry on its business as now conducted and has the corporate
power and authority to carry on its business as presently proposed to be
conducted; neither the ownership or character of its properties nor the
nature of its business or activities makes it necessary for Maine Yankee
or any subsidiary of the Company to qualify as a foreign corporation to do
business in any jurisdiction where the failure so to qualify or be in good
standing would have a material adverse effect on the condition (financial
or other), net worth or results of operations of the Company; and all of
the outstanding shares of capital stock of Maine Yankee owned by the
Company and all of the outstanding shares of capital stock of each
subsidiary of the Company owned by the Company have been duly authorized
and validly issued and are fully paid and nonassessable.
(c) A registration statement on Form S-3, including a prospectus,
relating to the Notes has been carefully prepared, has been filed with the
Commission and has become effective. No order preventing or suspending the
use of the Prospectus (as defined below) has been issued by the
Commission. Such registration statement in the form in which it became
effective, and as from time to time supplemented, and including all
exhibits thereto is referred to as the "Registration Statement"; the
prospectus relating to the Notes in the form in which it has most recently
been filed, or mailed for filing, with the Commission pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Act"), together with
all amendments or supplements thereto, is hereinafter referred to as the
"Prospectus." Any reference to the Act shall include the rules and
regulations of the Commission thereunder. Any reference to the
Registration Statement or Prospectus or any amendment or supplement
thereto shall include all documents incorporated by reference therein (the
"Incorporated Documents") pursuant to the applicable form under the Act.
The Registration Statement and the Prospectus comply, and will comply at
all times during each period in which, in the opinion of counsel for the
Agents, a prospectus relating to the Notes is required to be delivered
under the Act (each a "Marketing Period"), in all material respects with
the requirements of the Act and do not and will not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any such documents made in reliance upon and in conformity
with written information furnished to the Company by any Agent
specifically for use therein, or as to any statement in or omission from
the Statement of Eligibility and Qualification (Form T-1) of the Trustee
under the Indenture.
(d) The Incorporated Documents complied when filed with the
Commission, comply and will comply at all times during each Marketing
Period, in all material
<PAGE>
respects with the applicable provisions of the Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and did
not, do not and will not contain any untrue statement of a material fact
and did not, do not and will not omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading. All references to the Exchange Act or the Trust Indenture Act
shall include the rules and regulations of the Commission thereunder. The
Incorporated Documents have been and will be at all times during each
Marketing Period timely filed as required by the Exchange Act. There are
no contracts or documents of Group, the Company, Maine Yankee or any
subsidiary of the Company which are required to be filed as exhibits to
the Registration Statement which have not been filed as required.
(e) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
contemplated in the Prospectus, there has not been any material adverse
change in the condition (financial or other), net worth or results of
operations of Group or the Company.
(f) The financial statements in the Registration Statement and the
Prospectus fairly present and will fairly present at all times during each
Marketing Period the financial condition of Group or the Company and the
results of their operations; and said financial statements (including the
related notes) have been and will be at all times during each Marketing
Period prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved (except
for any changes in which the independent accountants for Group and the
Company have concurred and which have been specifically disclosed to the
Agents).
(g) Group and the Company's outside auditors whose report appears in
the Group's and the Company's most recent Annual Report on Form 10-K which
is incorporated by reference in the Prospectus, and, if not the same,
Group's and the Company's outside auditors as of the applicable
Representation Date, are independent public accountants as required by the
Act.
(h) Prior to each issuance and sale of Notes, the Company will have
full corporate power and lawful corporate authority to authorize, issue
and sell the Notes being issued and sold at that time, on the terms and
conditions set forth herein and has taken or will take all corporate
action necessary therefor; the Company has obtained every consent,
approval, authorization or other order of any regulatory body which is
required for such authorization, issue or sale except as may be required
under the Act or state securities laws; and, when duly and validly
executed, authenticated and issued as provided in the Indenture and
delivered pursuant to this Agreement and the Indenture, the Notes will
constitute valid, legal and binding obligations of the Company enforceable
against it in accordance with their respective terms and the terms of the
Indenture and entitled to the benefits of the Indenture. The Indenture
conforms and the
<PAGE>
Notes will conform in all material respects to all statements in relation
thereto contained in the Registration Statement and the Prospectus. The
Indenture has been duly authorized, executed and delivered by the Company
and constitutes a valid, legal and binding instrument of the Company
enforceable against the Company in accordance with its terms. The
Indenture has been qualified under the Trust Indenture Act.
(i) Except as set forth in the Prospectus, the Company is not in
violation of its Articles of Incorporation or by-laws or in default under
any agreement, indenture or instrument, the effect of which violation or
default would be materially adverse to the condition (financial or other),
net worth or results of operations of the Company. The performance of this
Agreement and each applicable Purchase Agreement and the consummation of
the transactions contemplated herein and therein and the fulfillment of
the terms hereof and thereof and compliance by the Company with all the
terms and provisions of the Notes and the Indenture will not result in the
creation or imposition of any lien, charge or encumbrance upon any of the
assets of the Company pursuant to the terms of any agreement, indenture or
instrument, and will not result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, note agreement or other agreement or
instrument to which the Company is a party, or by which it or any of its
property is bound, or the Articles of Incorporation or by-laws of the
Company or any order, rule or regulation applicable to the Company of any
court or of any federal or state regulatory body or administrative agency
or other governmental body having jurisdiction over the Company or its
property.
(j) Except as set forth in the Prospectus, there is not pending any
action, suit or other proceeding to which the Company is a party or of
which any property of the Company is the subject, before or by any court
or other governmental body, which is likely to result in any material
adverse change in the condition (financial or other), net worth or results
of operations of the Company; and, except as set forth in the Prospectus,
no such action, suit or proceeding is known by the Company to be
threatened or contemplated.
(k) Although each of Group and the Company is a "holding company"
for the purposes of the Public Utility Holding Company Act of 1935, as
amended, the Commission has granted to Group pursuant to an Order dated
February 12, 1999 and to the Company pursuant to an Order dated August 7,
1998, an exemption from all of the provisions thereof except Section
9(a)(2) relating to the acquisition of securities of public utility
affiliates or, if the foregoing shall no longer be true, describing the
Company's status under such Act, and certifying to the compliance of the
Company with the provisions of such Act.
(l) The certificates delivered pursuant to paragraph (g) of Section
5 hereof and all other documents delivered by the Company or its
representatives in connection
<PAGE>
with the issuance and sale of the Notes were on the dates on which they
were delivered in all material respects true and complete.
SECTION 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.
(a) APPOINTMENT. Subject to the terms and conditions stated herein,
including, without limitation, the provisions of Section 11 hereof, the Company
hereby appoints each of the Agents as the exclusive agents of the Company for
the purpose of soliciting or receiving offers to purchase the Notes from the
Company by others. On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each Agent
agrees, as the exclusive agents of the Company, to use its reasonable efforts to
solicit offers to purchase the Notes upon the terms and conditions set forth in
the Prospectus. Except as otherwise provided herein, including, without
limitation, the provisions of Section 11 hereof, so long as this Agreement shall
remain in effect with respect to any Agent, the Company shall not, without the
consent of each such Agent, solicit or accept offers to purchase Notes otherwise
than through one of the Agents PROVIDED, HOWEVER, the Company expressly reserves
the right to sell Notes directly to investors. Each Agent may also purchase
Notes from the Company as principal for purposes of resale, as more fully
described in paragraph (e) of this Section.
(b) SUSPENSION OF SOLICITATION. The Company reserves the right, in its
sole discretion, to suspend solicitation of offers to purchase the Notes
commencing at any time for any period of time or indefinitely. Upon receipt of
at least one business day's prior written notice from the Company, the Agents
will forthwith suspend solicitation of offers to purchase Notes from the Company
until such time as the Company has advised the Agents that such solicitation may
be resumed. For the purpose of the foregoing sentence, "business day" shall mean
any day which is not a Saturday or Sunday and which is not a day on which (I)
banking institutions are generally authorized or obligated by law to close in
the City of New York and (II) The New York Stock Exchange is closed for trading.
Upon receipt of notice from the Company as contemplated by Section 3(c)
hereof, each Agent shall suspend its solicitation of offers to purchase Notes
until such time as the Company shall have furnished it with an amendment or
supplement to the Registration Statement or the Prospectus, as the case may be,
contemplated by Section 3(c) and shall have advised such Agent that such
solicitation may be resumed.
(c) AGENT'S COMMISSION. Promptly upon the closing of the sale of any Notes
sold by the Company as a result of a solicitation made by or offer to purchase
received by an Agent, the Company agrees to pay such Agent a commission in
accordance with the schedule set forth in Exhibit A hereto.
(d) SOLICITATION OF OFFERS. The Agents are authorized to solicit offers to
purchase the Notes only in the denominations specified in the Prospectus, at a
purchase price equal to
<PAGE>
100% of the principal amount thereof or such other principal amount or purchase
price as shall be specified by the Company. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer to purchase Notes received
by it as an Agent. The Company shall have the sole right to accept offers to
purchase the Notes and may reject any offer in whole or in part. Each Agent
shall have the right, in its discretion reasonably exercised, to reject any
offer to purchase the Notes received by it, without advising the Company, in
whole or in part, and any such rejection shall not be deemed a breach of its
agreement contained herein.
No Note which the Company has agreed to sell pursuant to this Agreement
shall be deemed to have been purchased and paid for, or sold by the Company,
until such Note shall have been delivered to the purchaser thereof against
payment therefor by such purchaser.
(e) PURCHASES AS PRINCIPAL. Each sale of Notes to any Agent as principal,
for resale to one or more investors or to another broker-dealer (acting as
principal for purposes of resale), shall be made in accordance with the terms of
this Agreement and a Purchase Agreement, whether oral (and confirmed in writing
by such Agent to the Company, which may be by facsimile transmission) or in
writing, which will provide for the sale of such Notes to, and the purchase
thereof by, such Agent. A Purchase Agreement may also specify certain provisions
relating to the reoffering of such Notes by such Agent. The commitment of any
Agent to purchase Notes from the Company as principal shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth. Each Purchase Agreement shall specify the principal amount and terms of
the Notes to be purchased by an Agent, the time and date (each such time and
date being referred to herein as a "Time of Delivery") and place of delivery of
and payment for such Notes and such other information (as applicable) as is set
forth in Exhibit C hereto. The Company agrees that if any Agent purchases Notes
as principal for resale such Agent shall receive such compensation, in the form
of a discount or otherwise, as shall be indicated in the applicable Purchase
Agreement or, if no compensation is indicated therein, a commission in
accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer
group in connection with the resale of such Notes. In addition, any Agent may
offer the Notes it has purchased as principal to other dealers. Any Agent may
sell Notes to any dealer at a discount and, unless otherwise specified in the
applicable Pricing Supplement, such discount allowed to any dealer will not be
in excess of the discount to be received by such Agent from the Company. Such
Purchase Agreement shall also specify any requirements for delivery of opinions
of counsel, accountant's letters and officers' certificates pursuant to Section
5 hereof.
(f) ADMINISTRATIVE PROCEDURES. Administrative procedures respecting the
sale of Notes (the "Procedures") are set forth in Exhibit B hereto and may be
amended in writing from time to time by the Agents and the Company. Each Agent
and the Company agree to perform the respective duties and obligations
specifically provided to be performed by each of them herein and in the
Procedures. The Procedures shall apply to all transactions
<PAGE>
contemplated hereunder including sales of Notes to any Agent as principal
pursuant to a Purchase Agreement, unless otherwise set forth in such Purchase
Agreement.
(g) DELIVERY OF DOCUMENTS. The documents required to be delivered by
Section 5 hereof shall be delivered at the offices of Choate, Hall & Stewart, a
partnership including professional corporations, Exchange Place, 53 State
Street, Boston, Massachusetts 02109 not later than 10:00 a.m., New York City
time, on the date of this Agreement or at such later time as may be mutually
agreed upon by the Company and the Agents, which in no event shall be later than
the time at which the Agents commence solicitation of offers to purchase Notes
hereunder (the "Closing Date").
SECTION 3. COVENANTS OF THE COMPANY. The Company covenants and agrees:
(a) AMENDMENTS AND SUPPLEMENTS TO REGISTRATION STATEMENT AND
PROSPECTUS. The Company will not file any amendment to the Registration
Statement or supplement to the Prospectus (including any document which
will be an Incorporated Document) of which the Agents shall not previously
have been advised and furnished with a copy, or to which the Agents have
objected in writing or which is not in compliance in all material respects
with the Act. The Company will prepare and file with the Commission,
promptly upon the Agents' request, any amendment to the Registration
Statement or supplement to the Prospectus which, in the opinion of the
Company's counsel and counsel for the Agents, may be necessary or
advisable in connection with the offering of the Notes by the Agents.
(b) NOTICE TO AGENTS OF CERTAIN EVENTS. The Company will notify each
of the Agents immediately and confirm in writing if requested by the
Agents in any particular instance (i) when any post-effective amendment to
the Registration Statement becomes effective or when any supplement to the
Prospectus has been filed, (ii) of the issuance of any stop order
suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus relating to
the Notes or the Prospectus or of the initiation known by it of any
proceedings for such purposes, (iii) of the receipt of any comments from
the Commission in respect of the Registration Statement, any such
preliminary prospectus or the Prospectus, or requesting the amendment or
supplementation of the Registration Statement, any such preliminary
prospectus or the Prospectus or additional information, (iv) of any action
by any governmental authority altering, suspending or otherwise affecting
any authorization, consent, approval or waiver issued in connection with
the Notes and (v) of the commencement of any litigation or administrative
proceeding relating to the issue and sale of the Notes. If the Commission
shall enter a stop order or any order preventing or suspending the use of
any such preliminary prospectus or the Prospectus at any time, or shall
initiate any proceedings for such purposes, the Company will make every
reasonable effort to prevent the issuance of such order and, if issued, to
obtain the lifting thereof.
<PAGE>
(c) REVISIONS TO PROSPECTUS. During any Marketing Period, the
Company will comply so far as it is able with all requirements imposed
upon it by the Act and the Exchange Act, as now and hereafter amended, as
from time to time in force, so far as necessary to permit the continuance
of sales of or dealings in the Notes as contemplated by the provisions
hereof and the Prospectus; and if during any Marketing Period any event
occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances then existing, not misleading, or if during such period it
is necessary to amend or supplement the Registration Statement or the
Prospectus to comply in all material respects with the Act or the Exchange
Act, the Company will promptly notify each of the Agents and will amend or
supplement the Registration Statement or the Prospectus (in form
satisfactory to counsel for the Agents and at the expense of the Company)
so as to correct such statement or omission or effect such compliance.
(d) EARNINGS STATEMENT. As soon as practicable the Company will make
generally available to its security holders and deliver to each of the
Agents an earning statement which shall satisfy the provisions of Section
11(a) of the Act and, at the option of the Company, Rule 158 issued
thereunder.
(e) DELIVERY OF SIGNED REGISTRATION STATEMENT AND OTHER DOCUMENTS.
The Company will deliver to each of the Agents and to counsel for the
Agents as promptly as practicable a signed copy of the Registration
Statement and all amendments thereto including all exhibits filed
therewith and signed consents, certificates and opinions of accountants
and of any other persons named in the Registration Statement as having
prepared, certified or reviewed any part thereof, and will deliver to the
Agents such number of unsigned copies of the Registration Statement,
without exhibits, and of all amendments thereto, as the Agents may
reasonably request. The Company will deliver to or upon order of the
Agents as many copies of each preliminary prospectus relating to the Notes
as the Agents may reasonably request and as many copies of the Prospectus
in final form, or as thereafter amended or supplemented, as the Agents may
reasonably request.
(f) BLUE SKY QUALIFICATIONS; LEGAL INVESTMENT. The Company will
cooperate with the Agents in connection with (i) the qualification of the
Notes for sale under the securities laws of such jurisdictions as the
Agents may reasonably designate and the continuance of such qualifications
in effect so long as required for the distribution of the Notes, provided
that the Company shall not be required to give a general consent to
service of process or submit to any requirement which it deems unduly
burdensome, and (ii) the determination of the eligibility of the Notes for
investment by savings banks, trustees and life insurance companies under
the laws of such jurisdictions as the Agents may reasonably designate. The
Company will advise each of the Agents promptly of any order or
communication of any public authority addressed to the
<PAGE>
Company suspending or threatening to suspend the qualification of the
Notes for sale, or the eligibility of the Notes for purchase by such
institutions, in any jurisdiction.
(g) COPIES OF REPORTS AND FINANCIAL STATEMENTS. For a period of five
years from the Closing Date or for a period from the Closing Date until
the last day on which any Notes are outstanding, whichever is longer, the
Company will deliver to each of the Agents (i) as soon as practicable
after the end of each fiscal year, a balance sheet and statement of
capitalization and interim financing as of the end of the fiscal year and
statements of earnings, changes in common stock investment and cash flows
of the Company for each of the respective fiscal years, all in reasonable
detail and certified by independent public accountants, (ii) as soon as
practicable after the end of each quarterly fiscal period (except for the
last quarterly fiscal period of each fiscal year), a balance sheet as of
the end of such quarter and statements of income for such periods of the
Company, all in reasonable detail and certified by the Comptroller or
Treasurer or other responsible financial officer of the Company, (iii) as
soon as available, a copy of each report of the Company and any entity
with respect to which the Company is a direct or indirect subsidiary
mailed to public security holders or filed with the Commission and (iv)
from time to time, such other information concerning the Company and any
entity with respect to which the Company is a direct or indirect
subsidiary as the Agents may reasonably request. If at any time the
financial statements referred to in (i) and (ii) above shall be prepared
in consolidated form, they shall be furnished to each of the Agents in
such consolidated form.
(h) APPLICATION OF NET PROCEEDS. The Company will apply the net
proceeds from the sale of the Notes for the purposes set forth in the
Prospectus.
SECTION 4. PAYMENT OF EXPENSES. The Company will pay (i) the costs
incident to the authorization, issuance, sale and delivery of the Notes and any
taxes payable in that connection, (ii) the costs incident to the preparation,
printing and filing under the Act of the Registration Statement and any
amendments and exhibits thereto, (iii) the costs incident to the preparation,
printing and filing of any document and any amendments and exhibits thereto
required to be filed by the Company under the Exchange Act, (iv) the costs of
distributing the Registration Statement, as originally filed, and each amendment
and post-effective amendment thereof (including exhibits), any preliminary
prospectus, the Prospectus, any supplement or amendment to the Prospectus and
any documents incorporated by reference in any of the foregoing documents, (v)
the costs and expenses incident to the preparation, execution and delivery of
the Indenture, (vi) the fees and disbursements of the Trustee, any paying agent,
any calculation agent, and any other agents appointed by the Company, and their
respective counsel, (vii) the costs and fees in connection with the listing of
the Notes on any securities exchange, (viii) the cost of any filings with the
National Association of Securities Dealers, Inc., (ix) the fees and
disbursements of counsel for the Company, counsel for the Agents and counsel for
the Trustee, (x) the fees paid to rating agencies in connection with the rating
of the Notes, (xi) the fees and expenses of qualifying the Notes under the
securities laws of the
<PAGE>
several jurisdictions as provided in Section 3(f) hereof and of preparing and
printing a Blue Sky Memorandum and a memorandum concerning the legality of the
Notes as an investment by certain specified investors (including fees and
expenses of counsel for the Agents in connection therewith), (xii) all
advertising expenses in connection with the offering of the Notes incurred with
the consent of the Company, (xiii) all reasonable out-of-pocket expenses
incurred by the Agents in connection with the transactions contemplated
hereunder and (xiv) other reasonable costs and expenses incident to the
performance of the Company's obligations under this Agreement.
SECTION 5. CONDITIONS OF OBLIGATIONS OF AGENTS. The obligation of the
Agents, as the agents of the Company, under this Agreement to solicit offers to
purchase the Notes, the obligation of any person who has agreed to purchase
Notes to make payment for and take delivery of Notes, and the obligation of any
Agent to purchase Notes pursuant to any Purchase Agreement, is subject to the
accuracy, on each Representation Date, of the representations and warranties of
the Company contained herein, to the accuracy of the statements of the Company's
officers made in any certificate furnished pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:
(a) REGISTRATION STATEMENT; PUC APPROVAL. The Registration Statement
shall have become effective under the Act and the Indenture shall have
been qualified under the Trust Indenture Act, and no stop order suspending
the effectiveness of the Registration Statement or the qualification of
the Indenture, or order preventing or suspending the use of any
Prospectus, shall have been issued and no proceeding for that purpose
shall have been initiated or, to the knowledge of the Company or the
Agents, contemplated or threatened by the Commission; any request for
additional information on the part of the Commission (to be included in
the Registration Statement or the Prospectus or otherwise) shall have been
complied with to the satisfaction of Choate, Hall & Stewart, counsel for
the Agents; no amendment to the Registration Statement or Prospectus shall
have been filed to which the Agents shall have reasonably objected, in
writing, after having received reasonable notice; and there shall be in
full force and effect an appropriate decision of the Connecticut
Department of Public Utility Control (the "DPUC") waiving jurisdiction
over the issuance and sale of the Notes and an appropriate order or decree
of the Maine Public Utilities Commission (the "PUC") authorizing to the
extent required by law the offering, issuance and sale of the Notes as
herein provided. Any such decision, order or decree issued after the date
hereof shall contain no condition inconsistent with the provisions hereof
or unacceptable to the Agents, and shall be issued under circumstances
which in the Agents' reasonable judgment are appropriate for the
protection of the Agents; and none of such decisions, orders or decrees
shall have been rescinded, modified or stayed, or the right of the Company
to operate thereunder restrained, or be subject to any litigation or
adverse proceeding pending, or to the knowledge of the Agents or the
Company, threatened, in each case, with an effect reasonably determined by
the Agents to be materially adverse
<PAGE>
to the offering, issuance and sale of the Notes. No order suspending the
sale of the Notes in any jurisdiction designated by the Agents pursuant to
Section 3(f) hereof shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened.
(b) ABSENCE OF CERTAIN CHANGES. Subsequent to the respective dates
as of which information is given in the Registration Statement and the
Prospectus, there shall not have been any downgrading in the ratings
accorded the Company's debt securities by Moody's Investors Service, Inc.,
Standard and Poor's Corporation or Duff & Phelps, Inc., or, except as
contemplated in the Prospectus, any change in the capital stock,
short-term debt or long-term debt of the Company, or any adverse change or
any development involving a prospective adverse change in the condition
(financial or other), net worth or results of operations of the Company,
which, in any such event, in the Agents' judgment, materially impairs the
investment quality of the Notes, and no Agent shall have disclosed in
writing to the Company on or prior to the Closing Date that the
Registration Statement or Prospectus or any amendment or supplement
thereto contained, or at the time of such disclosure contains, an untrue
statement of fact which, in the opinion of Choate, Hall & Stewart, counsel
for the Agents, is material, or omitted or omits to state a fact which, in
the opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.
(c) LEGAL MATTERS SATISFACTORY TO COUNSEL. The authorization and
issuance of the Notes, the Indenture, the Registration Statement, the
Prospectus and all corporate proceedings and other legal matters incident
thereto shall be satisfactory in all respects to Choate, Hall & Stewart,
and the Company shall have furnished to Choate, Hall & Stewart such
documents as they may reasonably request to enable them to be satisfied
with respect to the matters referred to in this subparagraph and to pass
upon such matters.
(d) OPINION OF LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. At the Closing
Date, the Agents shall have received the opinion, addressed to the Agents
and dated the Closing Date, of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
counsel for the Company, in form and substance satisfactory to the Agents
and their counsel, to the effect that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Maine, with full corporate powers adequate for the making of
the Indenture and this Agreement, the execution and delivery
of the Supplemental Indenture and the issue and sale of the
Notes, PROVIDED that immediately after giving effect to such
issue and sale and the retirement of any Medium-Term Notes of
the Company which are concurrently being retired, the
<PAGE>
aggregate principal amount of the outstanding Medium-Term
Notes of the Company shall not exceed $500,000,000.
(ii) The Notes, up to an aggregate principal amount
which when added to the aggregate principal amount of all
other outstanding Medium-Term Notes of the Company may at no
time exceed $500,000,000, have been duly authorized and are in
a form contemplated by the Indenture, and when executed and
authenticated as specified in the Indenture and delivered
against payment therefor in accordance with this Agreement,
will be legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture.
(iii) The Indenture has been duly authorized, executed
and delivered and is a legal, valid and binding instrument of
the Company enforceable against the Company in accordance with
its terms, subject to applicable bankruptcy, insolvency and
other laws of general application affecting the rights and
remedies of creditors from time to time in effect and subject
to general equity principles, including without limitation the
principle that the availability of specific performance or
injunctive or other equitable relief is subject to the
discretion of the court before which any proceeding therefor
may be brought.
(iv) The Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended.
(v) The issue of the Notes, up to an aggregate principal
amount which when added to the aggregate principal amount of
all other outstanding Medium-Term Notes of the Company may at
no time exceed $500,000,000, and the sale thereof have been
duly approved to the extent required by law by order or orders
of the PUC and such order or orders remain in full force and
effect and are not being contested, in each case to the best
of such counsel's knowledge after due inquiry of the
appropriate Company officials, and are not subject to review
in which the rights of the Agents under this Agreement, the
Indenture or the Notes could be adversely affected, and except
for a Decision or Decisions of the DPUC (as to which Decision
or Decisions such counsel need express no opinion), no further
authorization, consent or approval by any regulatory authority
is required which has not been obtained for the valid
authorization, issuance and sale of the Notes up to the amount
described above (except under state or foreign securities or
"blue sky" laws, as to the applicability of which such counsel
need express no opinion).
<PAGE>
(vi) The Notes and the Indenture conform as to legal
matters in all material respects with the statements
concerning them in the Registration Statement and the
Prospectus; the statements under "Description of Notes" in the
Prospectus fairly present the information called for by, and
the Registration Statement and Prospectus (except as to the
financial statements including the notes thereto and other
financial, tabular or statistical data set forth therein, upon
which counsel are not passing) comply as to form in all
material respects with, the requirements of the Act and the
applicable published rules and regulations of the Commission
under the Act.
(vii) The Registration Statement has become effective
under the Act, and such counsel have not been advised nor do
they otherwise have knowledge of the issuance of any stop
order suspending the effectiveness thereof by the Commission
or that any proceeding for that purpose has been instituted or
is pending under the Act; at the time the Registration
Statement became effective and on any date after the effective
date of the Registration Statement on which the Registration
Statement or the Prospectus (including the Incorporated
Documents) shall be supplemented or amended, the Registration
Statement and the Prospectus (including the Incorporated
Documents), as so supplemented and amended, complied as to
form in all material respects with the requirements of the
Act, the Trust Indenture Act, and to the extent applicable,
the Exchange Act, and the applicable published rules and
regulations of the Commission under the Act, the Exchange Act,
and the Trust Indenture Act (except that such counsel need
express no opinion as to the financial statements including
the notes thereto and other financial, tabular or statistical
data set forth or referred to therein or the Form T- 1); such
counsel have no reason to believe that, at the time the
Registration Statement became effective, or on any date after
the effective date of the Registration Statement on which the
Registration Statement or the Prospectus (including the
Incorporated Documents) shall be supplemented or amended,
either the Registration Statement or the Prospectus (or the
Incorporated Documents), as so supplemented and amended,
contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and
such counsel have no reason to believe that it is necessary,
as of the date of such opinion, to supplement or amend the
Prospectus (or the Incorporated Documents), although such
counsel assume no responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (or the Incorporated
Documents).
<PAGE>
(viii) The performance of this Agreement and the
Purchase Agreements, if any, and the consummation of the
transactions herein and therein contemplated will not result
in the creation or imposition of any lien, charge or
encumbrance upon any of the assets of the Company pursuant to
the terms of, or result in a breach of any of the terms or
provisions of, or constitute a default under, the Articles of
Incorporation or by-laws of the Company, or any indenture,
mortgage, deed of trust, note agreement or other agreement or
instrument known to such counsel to which the Company is a
party or by which it is bound or to which any of its property
is subject, or any order, rule or regulation known to such
counsel applicable to the Company of any court or other
governmental body.
(ix) Although each of Group and the Company is a
"holding company" for the purposes of the Public Utility
Holding Company Act of 1935, as amended, the Commission has
granted to Group pursuant to an Order dated February 12, 1999
and to the Company pursuant to an Order dated August 7, 1998,
an exemption from all of the provisions thereof except Section
9(a)(2) relating to the acquisition of securities of public
utility affiliates or, if the foregoing shall no longer be
true, describing the Company's status under such Act, and
certifying to the compliance of the Company with the
provisions of such Act.
(x) This Agreement has been duly authorized, executed
and delivered on behalf of the Company; it being understood
that such counsel will express no opinion as to the binding
effect on the Company of this Agreement.
(e) OPINION OF CORPORATE COUNSEL TO THE COMPANY. At the
Closing Date, the Agents shall have received the opinion, addressed
to the Agents and dated the Closing Date, of corporate counsel for
the Company, in form and substance satisfactory to the Agents and
their counsel, to the same effect as that set forth in subdivisions
(i) to (iv), and (vi) to (x), inclusive, of sub-paragraph (d) above,
and to the effect that:
(i) The issue of the Notes, up to an aggregate principal
amount which when added to the aggregate principal amount of
all other outstanding Medium-Term Notes of the Company may at
no time exceed $500,000,000, and the sale thereof have been
duly approved to the extent required by law by order or orders
of the PUC (which order or orders have been recorded upon the
books of the Company) and a Decision or Decisions of the DPUC
which order or orders and Decision or Decisions remain in full
force and effect and are not being contested
<PAGE>
and are not subject to review in which the rights of the
Agents under this Agreement, the Indenture or the Notes could
be adversely affected, and no further authorization, consent
or approval by any regulatory authority is required which has
not been obtained for the valid authorization, issuance and
sale of the Notes up to the amount described above (except
under state or foreign securities or "blue sky" laws, as to
the applicability of which such counsel need express no
opinion).
(ii) The Company has the corporate power and authority
to own or lease and operate the properties now owned and
leased by it and to carry on its business as now conducted and
as presently proposed to be conducted as described in the
Prospectus (including the Incorporated Documents); and to the
limited extent required, the Company has duly qualified and is
authorized to do business and is in good standing as a foreign
corporation in each jurisdiction where the ownership or
character of its properties or nature of its business or
activities makes such qualification necessary and where the
failure so to qualify or be in good standing would have a
material adverse effect on the condition (financial or other),
net worth or results of operations of the Company.
(iii) Maine Yankee and each subsidiary of the Company is
a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation
with corporate power and authority to own or lease and operate
its properties and to carry on its business as now conducted
and as presently proposed to be conducted; neither the
ownership or character of its properties nor the nature of its
business or activities makes it necessary for Maine Yankee or
any subsidiary of the Company to qualify to do business as a
foreign corporation in any jurisdiction where the failure so
to qualify or be in good standing would have a material
adverse effect on the condition (financial or other), net
worth or results of operations of the Company ; all of the
outstanding shares of capital stock of Maine Yankee and each
subsidiary of the Company, in each case owned by the Company,
have been duly authorized and validly issued and are fully
paid and nonassessable.
(iv) Except as otherwise set forth in the Prospectus
(including the Incorporated Documents), each of the Company,
Maine Yankee and each subsidiary of the Company has such title
to all the real property and such title or other rights to all
the other property which
<PAGE>
it purports to own as is adequate for the conduct of its
business as presently conducted, with no imperfections therein
which materially impair the use of any such property for the
purposes for which it is held or would have a material adverse
effect on the condition (financial or other), net worth or
results of operations of the Company. Each of the Company,
Maine Yankee and each subsidiary of the Company enjoys quiet
possession under all material leases under which it is
currently operating, and all such leases material to the
Company are valid and subsisting and in full force and effect.
(v) To the best of such counsel's knowledge, except as
otherwise set forth in the Prospectus, neither the Company nor
any of its subsidiaries is in violation of its corporate
charter or by-laws.
(vi) Except as otherwise set forth in the Prospectus
(including the Incorporated Documents), each of the Company,
Maine Yankee and each subsidiary of the Company has such valid
material franchises, certificates of convenience and
necessity, operating rights, licenses, permits, consents,
approvals, authorizations and/or orders of governmental
bodies, political subdivisions or regulatory authorities free
from unduly burdensome restrictions or conditions of an
unusual character, as are necessary for the acquisition,
construction and ownership of the properties now owned by it
and the maintenance and operation of the properties now
operated by it and the conduct of the business now carried on
by it as described in the Registration Statement and the
Prospectus (including the Incorporated Documents), and neither
the Company, Maine Yankee nor any subsidiary of the Company is
in default or violation of any thereof, which default would
have a material adverse effect on the condition (financial or
other), net worth or results of operations of the Company, and
each is carrying on its business in accordance therewith and,
to the best of the knowledge of such counsel, with all
material applicable federal, state and other laws and
regulations.
(vii) Any necessary stamp taxes in respect of the
original issue
<PAGE>
of the Notes have been paid.
(viii) Any statements in the Prospectus (or the
Incorporated Documents) which are stated therein to have been
made on the authority of such counsel as an expert have been
reviewed by such counsel and, as to matters of law and legal
conclusions, are correct in all material respects and fairly
present the information required to be shown.
(f) OPINION OF SPECIAL CONNECTICUT COUNSEL FOR THE COMPANY. At the
Closing Date, the Agents shall have received the opinion, addressed to the
Agents and dated the Closing Date, of Messrs. Day, Berry & Howard, special
Connecticut counsel for the Company, in form and substance satisfactory to
the Agents and their counsel to the effect that:
(i) The Company is duly qualified and is in good
standing as a foreign corporation in Connecticut, and under
Connecticut law may own an ownership interest in electric
utility facilities located in Connecticut.
(ii) The DPUC, by Decision or Decisions has waived the
requirements of Section 16-43 of the General Statutes of
Connecticut with respect to the issue of the Notes subject to
conformity with the pertinent order or orders of the PUC and
any supplemental order thereto. Said Decision or Decisions are
the only orders required under Connecticut law in connection
with the valid issuance and sale of the Notes; said Decision
or Decisions are in full force and effect on the date of such
opinion, and said Decision or Decisions have not been stayed
or suspended; in the absence of such a stay or suspension, the
Notes when sold in reliance on and in accordance with said
Decision or Decisions shall be valid and binding
notwithstanding that said Decision or Decisions may later be
vacated, modified or otherwise held to be wholly or partially
invalid, it being understood that such counsel need express no
opinion as to the applicability of state securities or "blue
sky" laws.
(g) OFFICERS' CERTIFICATE. The Company shall have furnished to the
Agents on the Closing Date a certificate, dated the Closing Date as though
made at and as of the Closing Date, of its President or a Vice President
and of a principal financial or accounting officer of the Company stating
that:
(i) The representations and warranties of the Company in this
<PAGE>
Agreement are true and correct as of the Closing Date, and the
Company has complied with all the agreements and satisfied all the
conditions required by this Agreement to be performed or satisfied
by the Company on or prior to the Closing Date;
(ii) To the best of their knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending
or contemplated under the Act;
(iii) They have carefully examined the Registration Statement
and the Prospectus and, in their opinion, (A) at the time the
Registration Statement became effective, on each date on which the
Registration Statement or the Prospectus was amended or
supplemented, and on the date of such certificate, neither the
Registration Statement nor the Prospectus contained or contains any
untrue statement of a material fact or omitted or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, not misleading, and (B) since the effective date
of the Registration Statement there has not occurred any event
required to be set forth in an amended or supplemented prospectus
which has not been so set forth; and
(iv) To the best of their knowledge, none of the
authorizations, consents, approvals or waivers obtained from
governmental authorities in connection with the issue and sale of
the Notes has been rescinded, modified or stayed or the right of the
Company to operate thereunder restrained or subjected to any
litigation or adverse proceeding pending or threatened.
(h) ACCOUNTANT'S LETTER. The Company shall have furnished to the
Agents on the Closing Date a letter of the Company's outside auditors,
addressed jointly to the Company and the Agents and dated the Closing
Date, of the type described in the American Institute of Certified Public
Accountants Statement on Auditing Standards No. 72, covering specified
financial statement items and procedures set forth in Annex A hereto.
(i) ADDITIONAL CONDITIONS. There shall not have occurred: a
suspension or material limitation in trading in securities generally on
the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market or the establishment of minimum prices on such
exchanges or market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction; a general
moratorium on commercial banking activities declared by either Federal or
New York State authorities; any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war
by Congress or any other substantial national calamity or emergency; any
material adverse change in the existing financial, political
<PAGE>
or economic conditions in the United States, including any effect of
international conditions on the financial markets in the United States; if
the effect of any such occurrence in the judgment of the Agents makes it
impracticable or inadvisable to proceed with the solicitation of offers to
purchase Notes or the purchase of Notes from the Company as principal
pursuant to the applicable Purchase Agreement, as the case may be.
(j) OPINION OF CHOATE, HALL & STEWART. At the Closing Date, the
Agents shall have received the opinion, addressed to the Agents and dated
the Closing Date of Choate, Hall & Stewart, counsel for the Agents, in
form and substance satisfactory to the Agents with respect to the
sufficiency of all corporate proceedings and other legal matters relating
to the Notes, the Indenture, the form of the Registration Statement and
the Prospectus (not including the form of the Incorporated Documents) and
as to the execution and authorization of this Agreement and the
transactions contemplated hereby, as the Agents may reasonably require.
(k) OTHER INFORMATION AND DOCUMENTATION. Prior to the Closing Date,
the Company shall have furnished to the Agents such further information,
certificates and documents as the Agents or counsel for the Agents may
have reasonably requested prior to the Closing Date.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in the form and substance satisfactory to
counsel for the Agents. LeBoeuf, Lamb, Greene & MacRae, L.L.P. and Choate, Hall
& Stewart in giving their opinions pursuant to this Section 5, may rely upon the
opinions of corporate counsel for the Company and Day, Berry & Howard as to all
legal conclusions affected by the laws of Maine and Connecticut, respectively.
Corporate counsel for the Company in giving his opinion pursuant to this Section
5 may rely upon the opinion of Day, Berry & Howard as to all legal conclusions
affected by the laws of Connecticut.
SECTION 6. ADDITIONAL COVENANTS OF THE COMPANY. The Company covenants and
agrees that:
(a) ACCEPTANCE OF OFFER AFFIRMS REPRESENTATIONS AND WARRANTIES. Each
acceptance by it of an offer for the purchase of Notes shall be deemed to
be an affirmation that the representations and warranties of the Company
contained in this Agreement and in any certificate theretofore given to
the Agents pursuant hereto are true and correct at the time of such
acceptance, and an undertaking that such representations and warranties
will be true and correct at the time of delivery to the purchaser or his
agent of the Notes relating to such acceptance as though made at and as of
each such time (and such representations and warranties shall relate to
the Registration Statement and the Prospectus as amended or supplemented
to each such time).
<PAGE>
(b) SUBSEQUENT DELIVERY OF OFFICERS' CERTIFICATES. The Company
agrees that during each Marketing Period, each time that the Registration
Statement or the Prospectus shall be amended or supplemented (other than
by a Pricing Supplement providing solely for the interest rates or
maturities of the Notes or the principal amount of Notes remaining to be
sold or similar changes), each time the Company sells Notes to an Agent as
principal and the applicable Purchase Agreement specifies the delivery of
an officers' certificate under this Section 6(b) as a condition to the
purchase of Notes pursuant to such Purchase Agreement or the Company files
with the Commission any document incorporated by reference into the
Prospectus, the Company shall submit to the Agents and their counsel a
certificate of the President or a principal financial or accounting
officer of the Company, (i) as of the date of such amendment, supplement,
Time of Delivery relating to such sale or filing or (ii) if such
amendment, supplement or filing was not filed during a Marketing Period,
as of the first day of the next succeeding Marketing Period, representing
that the statements contained in the certificate referred to in Section
5(g) hereof which was last furnished to the Agents are true and correct at
the time of such amendment, supplement or filing, as the case may be, as
though made at and as of such time (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented at such time) or, in lieu of such certificate, a
certificate of the same tenor as the certificate referred to in said
Section 5(g), modified as necessary to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such certificate.
(c) SUBSEQUENT DELIVERY OF LEGAL OPINIONS.
(i) The Company agrees that during each Marketing Period, each time
that the Registration Statement or the Prospectus shall be amended or
supplemented (other than by a Pricing Supplement providing solely for the
interest rates or maturities of the Notes or the principal amount of Notes
remaining to be sold or similar changes), each time the Company sells
Notes to an Agent as principal and the applicable Purchase Agreement
specifies the delivery of legal opinions under this Section 6(c) as a
condition to the purchase of Notes pursuant to such Purchase Agreement or
the Company files with the Commission any document incorporated by
reference into the Prospectus, the Company shall (i) concurrently with
such amendment, supplement, Time of Delivery relating to such sale or
filing or (ii) if such amendment, supplement or filing was not filed
during a Marketing Period, on the first day of the next succeeding
Marketing Period, furnish the Agents and their counsel with the written
opinion of corporate counsel for the Company, addressed to the Agents and
dated the date of delivery of such opinion, in form satisfactory to the
Agents, of the same tenor as the opinion referred to in Section 5(e)
hereof, but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended or supplemented to the time of
delivery of such opinion; PROVIDED, HOWEVER, that in lieu of such opinion,
such counsel may furnish the Agents and
<PAGE>
their counsel with a letter to the effect that the Agents may rely on such
prior opinion to the same extent as though it were dated the date of such
letter authorizing reliance (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the time of delivery of such letters
authorizing reliance).
(ii) The Company agrees that during each Marketing Period, each time
that the Registration Statement or the Prospectus shall be amended or
supplemented (other than by a Pricing Supplement providing solely for the
interest rates or maturities of the Notes or the principal amount of Notes
remaining to be sold or similar changes), or each time the Company sells
Notes to an Agent as principal and the applicable Purchase Agreement
specifies the delivery of legal opinions under this Section 6(c) as a
condition to the purchase of Notes pursuant to such Purchase Agreement or
the Company files with the Commission any document incorporated by
reference into the Prospectus, the Company shall, if requested by the
Agents, (i) concurrently with such amendment, supplement, Time of Delivery
relating to such sale or filing or (ii) if such amendment, supplement or
filing was not filed during a Marketing Period, on the first day of the
next succeeding Marketing Period, furnish the Agents and their counsel
with the written opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P.,
counsel for the Company, addressed to the Agents and dated the date of
delivery of such opinion, in form satisfactory to the Agents, of the same
tenor as the opinion referred to in Section 5(d) hereof, but modified, as
necessary, to relate to the Registration Statement and the Prospectus as
amended or supplemented to the time of delivery of such opinion; PROVIDED,
HOWEVER, that in lieu of such opinion, such counsel may furnish the Agents
and their counsel with a letter to the effect that the Agents may rely on
such prior opinion to the same extent as though it were dated the date of
such letter authorizing reliance (except that statements in such prior
opinion shall be deemed to relate to the Registration Statement and the
Prospectus as amended or supplemented to the time of delivery of such
letter authorizing reliance).
(d) SUBSEQUENT DELIVERY OF ACCOUNTANT'S LETTERS. The Company agrees
that during each Marketing Period, each time that the Registration
Statement or the Prospectus shall be amended or supplemented, each time
the Company sells Notes to an Agent as principal and the applicable
Purchase Agreement specifies the delivery of a letter under this Section
6(d) as a condition to the purchase of Notes pursuant to such Purchase
Agreement or the Company files with the Commission any document
incorporated by reference into the Prospectus, the Company shall, if
requested by the Agents, cause its outside auditors to furnish the Agents
and their counsel (i) concurrently with such amendment, supplement, Time
of Delivery relating to such sale or filing or (ii) if such amendment,
supplement or filing was not filed during a Marketing Period, on the first
day of the next succeeding Marketing Period, a letter, addressed jointly
to the Company and the Agents and dated the date of delivery of such
letter, in form and substance of the type described in the relevant
statements of auditing standards, currently American Institute of
Certified Public Accountants Statement on Auditing Standards No.
<PAGE>
72, and of the same tenor as the letter referred to in Section 5(h) hereof
but modified to relate to the Registration Statement and the Prospectus,
as amended and supplemented to the date of such letter, with such changes
as may be necessary to reflect changes in the financial statements and
other information derived from the accounting records of the Company;
PROVIDED, HOWEVER, that if the Registration Statement or the Prospectus is
amended or supplemented solely to include material financial information
as of and for a fiscal quarter, the Company's outside auditors may refer
to their previously issued letter, shall reaffirm all statements made in
that letter and may limit the scope of such additional letter to the
unaudited consolidated financial statements included in such amendment or
supplement and certain agreed procedures, if any, of the type described in
the American Institute of Certified Public Accountants Statement on
Auditing Standards No. 72, covering specified financial statement items
and procedures set forth in Annex B hereto.
(E) OPINIONS ON SETTLEMENT DATE. On any settlement date for the sale
of Notes, the Company shall, if requested by the Agent that solicited or
received the offer to purchase any Notes being delivered on such
settlement date (such request to be made not later than the date of
pricing of such Notes), furnish such Agent and its counsel with the
written opinions of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for
the Company, and of corporate counsel for the Company, each addressed to
such Agent and dated such settlement date, in form satisfactory to such
Agent, of the same tenor as the opinions referred to in Sections 5(d) and
5(e) hereof, respectively, but modified, as necessary, to relate to the
Prospectus relating to the Notes to be delivered on such settlement date;
PROVIDED, HOWEVER, that in lieu of such opinion, each such counsel may
furnish such Agent and its counsel with a letter to the effect that such
Agent may rely on such prior opinion to the same extent as though it were
dated such settlement date (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the time of delivery of such letter
authorizing reliance).
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company will indemnify and hold harmless each Agent and each
person, if any, who controls such Agent within the meaning of the Act
against any losses, claims, damages or liabilities, joint or several, and
any action in respect thereof to which such Agent or such controlling
person may become subject, under the Act or otherwise, with respect to the
Notes or any other securities of the Company, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Agent and each such controlling person for any legal
or other expenses reasonably incurred by such Agent or such controlling
<PAGE>
person in connection with investigating or defending against any such
loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, the Prospectus, or such
amendment or such supplement, in reliance upon and in conformity with
written information furnished to the Company by such Agent specifically
for use in the preparation thereof. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Agent will indemnify and hold harmless the Company, each of
its directors, each of its officers who has signed the Registration
Statement and each person, if any, who controls the Company within the
meaning of the Act, against any losses, claims, damages or liabilities,
joint or several, and any action in respect thereof to which the Company
or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the
Registration Statement, the Prospectus or such amendment or such
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Agent specifically for use in the
preparation thereof; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or defending
against any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Agents may
otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party, similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will
not be liable to
<PAGE>
such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation,
unless, in the case of an indemnification obligation arising under
subparagraph (a) of this Section 7, (i) the employment of additional
counsel has been authorized in writing by the Company in connection with
defending such action, or (ii) the Company and such Agent or controlling
person are advised by such additional counsel that such Agent or
controlling person has available defenses involving a potential conflict
with the interests of the Company, in either of which events, the fees and
expenses of such additional counsel shall be borne by the Company.
(d) If the indemnification provided for in this Section 7 is
unavailable (or insufficient to hold harmless an indemnified party) under
subparagraph (a) or (b) above (by reason of a failure of the indemnified
party to give a notice required by subparagraph (c) above or for any other
reason whatever) to a party that would have been an indemnified party
under subparagraph (a) or (b) above ("indemnified party") in respect of
any losses, claims, damages, liabilities or actions referred to therein,
then each party that would have been an indemnifying party thereunder
("indemnifying party") shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or actions in
such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and any Agent on the other from
the offering of the Notes. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then
each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on
the one hand and any Agent on the other in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities
or actions, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and any Agent on
the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Company bear to the total commissions received by such Agent with respect
to such offering. The relative fault shall be determined by reference to
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or any Agent and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Agents agree that it would not be just and equitable if contribution
pursuant to this subparagraph (d) were determined by pro rata allocation
(even if the Agents were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subparagraph (d). The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or actions
<PAGE>
referred to above in this subparagraph (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim (which
shall be limited as provided in subparagraph (c) above if the indemnifying
party has assumed the defense of any such action in accordance with the
provisions thereof). Notwithstanding the provisions of this subparagraph
(d), no Agent shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes sold through such Agent
and distributed to the public were offered to the public exceeds the
amount of any damages which such Agent has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
The Agents' obligations in this subparagraph (d) to contribute are several
in proportion to the respective amount of the Notes sold by each and not
joint.
SECTION 8. STATUS OF EACH AGENT. In soliciting offers to purchase the
Notes from the Company pursuant to this Agreement (other than in respect of any
Purchase Agreement), each Agent is acting individually and not jointly and is
acting solely as agent for the Company and not as principal. Each Agent will
make reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes from the Company has been solicited by
such Agent and accepted by the Company but such Agent shall have no liability to
the Company in the event any such purchase is not consummated for any reason. If
the Company shall default in its obligations to deliver Notes to a purchaser
whose offer it has accepted, the Company shall (a) hold the Agents harmless
against any loss, claim or damage arising from or as a result of such default by
the Company and (b), in particular, pay to the Agents any commission to which
they would be entitled in connection with such sale.
SECTION 9. REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY. All
representations and warranties of the Company contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of the
termination or cancellation of this Agreement or any investigation made by or on
behalf of any Agent or any person controlling such Agent or by or on behalf of
the Company, and shall survive each delivery of and payment for any of the
Notes.
SECTION 10. TERMINATION. The appointment of an Agent and the obligations
of such Agent under this Agreement may be terminated at any time either by the
Company or by such Agent upon the giving of one day's written notice of such
termination to such Agent or the Company, as the case may be. The provisions of
Sections 2(c), 3(c), 3(d), 3(f), 3(g), 4, 7, 8, 9, 12 and 13 hereof shall
survive any such termination.
SECTION 11. ADDITIONAL AGENTS. The Company may appoint one or more
additional agents for the purpose of soliciting or receiving offers to purchase
the Notes from the Company by others; PROVIDED that any such additional agent
shall become a party to this
<PAGE>
Agreement prior to soliciting or receiving offers to purchase the Notes.
SECTION 12. NOTICES. Except as otherwise provided herein, all notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Agents shall be directed to them as follows:
Lehman Brothers Inc., 3 World Financial Center, 9th Floor, New York, New York
10285-1200, Attention: Medium-Term Note Desk, Telephone No.: (212) 526-8400;
Telecopy No.: (212) 526-1532, Salomon Smith Barney Inc., 388 Greenwich Street,
New York, New York 10013, Attention: Medium-Term Note Department, Telephone No.:
(212) 816-5831; Telecopy No.: (212) 816-0949 and UBS Warburg LLC, 535 Madison
Avenue, New York, New York 10022, Attention: James Brandi, Telephone No.: (212)
906- 7162; Telecopy No.: (212) 644-6956 and UBS Warburg Dillon LLC, Swiss Bank
Center 1, 677 Washington Road, P.O. Box 120300, Stamford, Connecticut
06912-0300, Attention: Peter Foote, Telephone No.: (203) 719-1342; Telecopy No.:
(203) 719-1075. Notices to the Company shall be directed to it as follows: 83
Edison Drive, Augusta, Maine 04336, Attention: Treasurer (with a copy to Anne M.
Pare, Esq., Corporate Secretary), Telephone No.: (207) 621-4795; Telecopy No.:
(207) 621-4714.
SECTION 13. BINDING EFFECT; BENEFITS. This Agreement shall be binding upon
each Agent, the Company, and their respective successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (a) the representations, warranties, indemnities and agreements of
the Company contained in this Agreement shall also be deemed to be for the
benefit of the person or persons, if any, who control any Agent within the
meaning of Section 15 of the Act, and (b) the indemnity agreement of the Agents
contained in Section 7 hereof shall be deemed to be for the benefit of directors
of the Company, officers of the Company who have signed the Registration
Statement and any person controlling the Company within the meaning of said
Section 15. Nothing in this Agreement is intended or shall be construed to give
any person, other than the persons referred to in this Section, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of any of the Notes from any Agent
shall be construed as a successor or assign merely by reason of such purchase.
SECTION 14. GOVERNING LAW; COUNTERPARTS. This Agreement shall be governed
by and construed in accordance with the laws of New York. This Agreement may be
executed by the parties on separate counterparts and the executed counterparts
shall together constitute a single instrument.
<PAGE>
If the foregoing correctly sets forth our agreement, please indicate your
acceptance hereof in the space provided for that purpose below.
Very truly yours,
CENTRAL MAINE POWER COMPANY
By:
-------------------------------------
(Title)
CONFIRMED AND ACCEPTED, as of the date first
above written:
LEHMAN BROTHERS INC.
By:
-------------------------------------
(Title)
SALOMON SMITH BARNEY INC.
By:
-------------------------------------
(Title)
UBS WARBURG LLC
By:
-------------------------------------
(Title)
By:
-------------------------------------
(Title)
<PAGE>
ANNEX A
(1) They are independent certified public accountants with respect to the
Company within the meaning of the Act and the applicable published rules and
regulations of the Commission thereunder.
(2) The consolidated financial statements and schedules audited by them
and included or incorporated by reference in the Registration Statement and the
Prospectus comply in form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and with the applicable
published rules and regulations of the Commission thereunder and, if applicable,
they have made a review in accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited consolidated
condensed interim financial statements of the Company for the periods specified
in such letter, as indicated in their reports thereon, copies of which are to be
furnished to the Agents.
(3) The unaudited selected financial information with respect to the
results of operations and financial position of the Company for the five most
recent fiscal years incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year which is incorporated by
reference in the Prospectus agrees with the corresponding amounts in the audited
consolidated financial statements for such fiscal years which were included or
incorporated by reference in the Company's Annual Reports on Form 10-K for such
five fiscal years.
(4) On the basis of a reading of the latest available unaudited
consolidated interim financial statements prepared by the Company, inquiries of
officers and other employees of the Company responsible for financial and
accounting matters, reading all available minutes of the stockholders, the Board
of Directors and the Executive Committee of the Board of Directors of the
Company (and any other committees of the Board of Directors of the Company which
maintain minutes of their proceedings) and other procedures and inquiries
specified by the Agents, nothing has come to their attention which causes them
to believe that (A) the unaudited consolidated condensed financial statements
included in CMP's and the Company's Quarterly Reports on Form 10-Q incorporated
by reference in the Registration Statement and the Prospectus do not comply in
form in all material respects with the applicable accounting requirements of the
Act and the Exchange Act as they apply to Form 10-Q and the applicable published
rules and regulations of the Commission thereunder or such unaudited
consolidated condensed financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially consistent with
that of the audited consolidated financial statements incorporated by reference
in the Registration Statement and the Prospectus; (B) at the date of the latest
available unaudited interim balance sheet of the Company and as of a subsequent
specified date not more than five business days prior to the date of such
letter, there was any change in the capital stock, long-term debt or short-term
debt
<PAGE>
of the Company or any decrease in its net assets, in each case as compared with
amounts shown in the most recent fiscal year end balance sheet of the Company
incorporated by reference in the Registration Statement and the Prospectus; (C)
for the period from the end of the Company's most recently ended fiscal year to
the date of the latest available unaudited consolidated interim financial
statements of the Company and to a subsequent specified date not more than five
business days prior to the date of such letter, there were any decreases, as
compared with the corresponding periods in the preceding year, in electric
operating revenues, operating income, net income or earnings per share of common
stock of the Company; or (D) for the twelve-month period ended with the date of
the latest available unaudited consolidated interim financial statements of the
Company, there was a decrease, as compared with the Company's most recently
ended fiscal year in the ratio of earnings to fixed charges of the Company,
except in all instances for changes or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter. For purposes
hereof, "most recent fiscal year" and "most recently ended fiscal year" shall
mean the most recent fiscal year for which audited consolidated financial
statements are available.
(5) That they carried out certain agreed procedures specified in such
letter for the purpose of comparing certain financial information and certain
dollar amounts (or percentages derived from such dollar amounts) in the
Registration Statement and the Prospectus (and the documents incorporated by
reference therein) to the corresponding amounts in the consolidated financial
statements of the Company audited by them or in the accounting records of the
Company and have found such dollar amounts, percentages and other financial
information to be in agreement with such results.
<PAGE>
ANNEX B
(1) If applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of the
unaudited consolidated condensed interim financial statements of the Company for
the periods specified in such letter, as indicated in their reports thereon,
copies of which are to be furnished to the Agents.
(2) On the basis of a reading of the latest available unaudited
consolidated interim financial statements prepared by the Company, inquiries of
officers and other employees of the Company responsible for financial and
accounting matters, reading all available minutes of the stockholders, the Board
of Directors and the Executive Committee of the Board of Directors of the
Company (and any other committees of the Board of Directors of the Company which
maintain minutes of their proceedings) and other procedures and inquiries
specified by the Agents, nothing has come to their attention which causes them
to believe that (A) the unaudited consolidated condensed financial statements
included in the CMP's and the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Registration Statement and the Prospectus do
not comply in form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act as they apply to Form 10-Q and the
applicable published rules and regulations of the Commission thereunder or such
unaudited consolidated condensed financial statements are not in conformity with
generally accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial statements
incorporated by reference in the Registration Statement and the Prospectus; (B)
at the date of the latest available unaudited interim balance sheet of the
Company and as of a subsequent specified date not more than five business days
prior to the date of such letter, there was any change in the capital stock,
long-term debt or short-term debt of the Company or any decrease in its net
assets, in each case as compared with amounts shown in the most recent fiscal
year end balance sheet of the Company incorporated by reference in the
Registration Statement and the Prospectus; (C) for the period from the end of
the Company's most recently ended fiscal year to the date of the latest
available unaudited consolidated interim financial statements of the Company and
to a subsequent specified date not more than five business days prior to the
date of such letter, there were any decreases, as compared with the
corresponding periods in the preceding year, in electric operating revenues,
operating income, net income or earnings per share of common stock of the
Company; or (D) for the twelve-month period ended with the date of the latest
available unaudited consolidated interim financial statements of the Company,
there was a decrease, as compared with the Company's most recently ended fiscal
year in the ratio of earnings to fixed charges of the Company, except in all
instances for changes or decreases which the Prospectus discloses have occurred
or may occur or which are described in such letter. For purposes hereof, "most
recent fiscal year" and "most recently ended fiscal year" shall mean the most
recent fiscal year for which audited consolidated financial statements are
available.
(3) That they carried out certain agreed procedures specified in such
letter for the
<PAGE>
purpose of comparing certain financial information and certain dollar amounts
(or percentages derived from such dollar amounts) in the Registration Statement
and the Prospectus (and the documents incorporated by reference therein) to the
corresponding amounts in the consolidated financial statements of the Company
audited by them or in the accounting records of the Company and have found such
dollar amounts, percentages and other financial information to be in agreement
with such results.
<PAGE>
EXHIBIT A
Central Maine Power Company
Medium-Term Notes, Series E
Schedule of Payments
The Company agrees to pay each Agent a commission equal to the
following percentage of the aggregate principal amount of Notes sold by such
Agent unless, at the time of such sale, the medium-term notes of the Company
are rated Baa3 or above by Moody's Investors Service, Inc. or BBB- or above
by Standard & Poor's Corporation:
Term of Notes Commission Rate
------------- ---------------
9 months to less than 12 months .250%
12 months to less than 18 months .300%
18 months to less than 2 years .400%
2 years to less than 3 years .500%
3 years to less than 4 years .700%
4 years to less than 5 years .700%
5 years to less than 6 years 1.000%
6 years to less than 7 years 1.000%
7 years to less than 10 years 1.200%
10 years to less than 15 years 1.250%
15 years to less than 20 years 1.500%
20 years to and including 30 years 1.750%
<PAGE>
The Company agrees to pay each Agent a commission equal to the
following percentage of the aggregate principal amount of Notes sold by such
Agent if, at the time of such sale, the medium-term notes of the Company
are rated Baa3 or above by Moody's Investors Service, Inc. or BBB- or above
by Standard & Poor's Corporation:
Term of Notes Commission Rate
------------- ---------------
9 months to less than 12 months .125%
12 months to less than 18 months .150%
18 months to less than 2 years .200%
2 years to less than 3 years .250%
3 years to less than 4 years .350%
4 years to less than 5 years .450%
5 years to less than 6 years .500%
6 years to less than 7 years .550%
7 years to less than 10 years .600%
10 years to less than 15 years .625%
15 years to less than 20 years .650%
20 years to and including 30 years .750%
<PAGE>
EXHIBIT B
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES E
ADMINISTRATIVE PROCEDURES
Medium-Term Notes, Series E, due from nine months to thirty years from
date of issue (the "Notes") are to be offered on a continuing basis by Central
Maine Power Company (the "Company"). Lehman Brothers Inc., Salomon Smith Barney
Inc. and SBC Warburg Dillon Read Inc. as agents (each an "Agent" and
collectively, the "Agents", which shall include Lehman Government Securities
Inc., an affiliate of Lehman Brothers Inc.), have each agreed to use their
reasonable efforts to solicit offers to purchase the Notes. The Notes are being
sold pursuant to a Distribution Agreement among the Company and the Agents dated
____________ __, 2000 (as it may be supplemented or amended from time to time,
the "Distribution Agreement") to which these administrative procedures are
attached as an exhibit. The Notes will be issued under the Company's Indenture,
dated as of August 1, 1989 between the Company and The Bank of New York, as
trustee (the "Trustee"), as heretofore supplemented. The Notes will rank equally
with all other unsecured and unsubordinated indebtedness of the Company and will
have been registered with the Securities and Exchange Commission (the
"Commission"). Terms defined in the Prospectus relating to the Notes (the
"Prospectus", which term shall include any Prospectus Supplement relating to the
Notes and any Pricing Supplement relating to an applicable Note) and in the
Distribution Agreement shall have the same meaning when used in this exhibit.
The Notes will be issued either (a) in certificated form (each, a
"Certificated Note") delivered to the purchaser thereof or a person designated
by such purchaser or (b) in book-entry form (each, a "Book-Entry Note")
represented by one or more fully registered global Notes (each, a "Global
Security") delivered to the Trustee, as agent for The Depositary Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC. Owners of
beneficial interests in Book-Entry Notes will be entitled to physical delivery
of Certificated Notes equal in principal amount to their respective beneficial
interests only upon certain limited circumstances described in the Prospectus.
General procedures relating to the issuance of all Notes are set forth in
Part I hereof. Certificated Notes will be issued in accordance with the
procedures set forth in Part II, as supplemented, in the case of Certificated
Notes denominated other than in U.S. dollars ("Multi-Currency Notes"), by Part
III. Book-Entry Notes will be issued in accordance with the procedures set forth
in Part IV.
Administrative responsibilities, document control and record-keeping
functions to be
<PAGE>
performed by the Company will be performed by its Treasurer or the Treasurer's
designee. Administrative procedures for the offering are explained below.
PART I: PROCEDURES OF GENERAL APPLICABILITY
PRICE TO PUBLIC
Each Note will be issued at 100% of principal amount, unless otherwise
determined by the Company.
DATE OF ISSUANCE
Each Note will be dated and issued as of the date of its authentication by
the Trustee.
MATURITIES
Each Note will mature on a day at least nine months but not more than 30
years from the date of issuance selected by the purchaser and agreed upon by the
Company. Each Floating Rate Note (as defined below) will mature on an Interest
Payment Date (as defined below).
REGISTRATION
Notes will be issued only in fully registered form as either a Book-Entry
Note or a Certificated Note.
INTEREST PAYMENTS
Each Note bearing interest at a fixed rate (a "Fixed Rate Note") will bear
interest from its issue date at the annual rate stated on the face thereof,
payable in the case of Fixed Rate Notes other than Amortizing Notes, unless
otherwise specified in an applicable Pricing Supplement, on March 1 and
September 1 of each year (each an "Interest Payment Date" with respect to such
Fixed Rate Note) and at Specified Maturity or upon redemption, if applicable.
Special provisions are set forth in the Prospectus relating to Notes
bearing interest at a rate or rates determined by reference to an interest rate
formula ("Floating Rate Notes") at a rate determined pursuant to the formula
stated on the face thereof, payable in arrears on such dates as are specified
therein (each an "Interest Payment Date" with respect to such Floating Rate
Note).
Unless otherwise specified in an applicable Pricing Supplement, interest
on Fixed Rate Notes will be calculated and paid on the basis of a 360-day year
of twelve 30-day months.
<PAGE>
Unless otherwise specified in an applicable Pricing Supplement, interest will be
payable to the person in whose name such Note is registered at the close of
business fifteen calendar days next preceding each Interest Payment Date
(whether or not a Business Day) with respect to Fixed Rate Notes other than
Amortizing Notes (as hereinafter defined) or the fifteenth day (whether or not a
Business Day) next preceding an Interest Payment Date with respect to Floating
Rate Notes (the "Record Dates") next preceding the respective Interest Payment
Date; PROVIDED, HOWEVER, that interest payable at Specified Maturity will be
payable to the person to whom principal shall be payable. Payments of principal
and interest on Notes for which payments of principal and interest are made in
equal installments over the life of the security ("Amortizing Notes"), will be
made either quarterly on each February 1, May 1, August 1 and November 1 or
semiannually on each May 1 and November 1 as set forth in the applicable Pricing
Supplement, and at maturity or upon earlier redemption or repayment. Payments
with respect to Amortizing Notes will be applied first to interest due and
payable thereon and then to the reduction of the unpaid principal amount
thereof. A table setting forth repayment information in respect of each
Amortizing Note will be provided to the original purchaser and will be
available, upon request, to subsequent Holders. Any payment of principal and
interest on any such Note required to be paid on an Interest Payment Date or at
Specified Maturity or upon redemption, if applicable, which is not a Business
Day shall be postponed to the next day which is a Business Day. The first
payment of interest on any Note originally issued between a Record Date and an
Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Record Date. All interest payments (and, in the case of
Amortizing Notes, principal payments) excluding interest payments and, in the
case of Amortizing Notes, principal payments made at Specified Maturity or upon
redemption, if applicable, will be made by check mailed to the person entitled
thereto as provided above, or, at the option of the Company, by wire transfer to
an account maintained by such person with a bank located in the United States.
Notwithstanding the foregoing, the holder of $10 million or more in aggregate
principal amount of Notes of like tenor and terms with the same Interest Payment
Date may request payment by wire transfers.
On the fifth Business Day immediately preceding each Interest Payment
Date, the Trustee will furnish the Company with the total amount of the interest
payments and, in the case of Amortizing Notes, principal payments, to be made on
such Interest Payment Date. The Trustee (or any duly selected paying agent) will
provide monthly to the Company's Treasury Department a list of the principal and
interest to be paid on Notes maturing in the next succeeding month. The Company
will provide to the Trustee (or any duly selected paying agent) not later than
the payment date sufficient moneys to pay in full all principal and interest
payments due on such payment date. The Trustee will assume responsibility for
withholding taxes on interest paid as required by law.
ACCEPTANCE AND REJECTION OF OFFERS
The Company shall have the sole right to accept offers to purchase Notes
and may reject any such offer in whole or in part. Each Agent shall promptly
communicate to the
<PAGE>
Company, orally or in writing, each reasonable offer to purchase Notes from the
Company received by it other than those rejected by such Agent. Each Agent shall
have the right, in its discretion reasonably exercised without advising the
Company, to reject any offers in whole or in part.
SETTLEMENT
The receipt of immediately available funds in U.S. dollars by the Company
in payment for a Note (less the applicable commission) and the authentication
and issuance of such Note shall, with respect to such Note, constitute
"Settlement." All offers accepted by the Company will be settled from one to
five Business Days from the date of acceptance by the Company pursuant to the
timetable for Settlement set forth below unless the Company and the purchaser
agree to Settlement on a later date; PROVIDED, HOWEVER, that the Company will so
notify the Trustee of any such later date on or before the Business Day
immediately prior to the Settlement date.
PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES
The Company and the Agents will discuss from time to time the rates to be
borne by the Notes that may be sold as a result of the solicitation of offers by
the Agents. Once any Agent has recorded any indication of interest in Notes upon
certain terms, and communicated with the Company, if the Company accepts an
offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in
the form previously approved by the Agents, reflecting the terms of such Notes
and, after approval from the Presenting Agent, will arrange to have such Pricing
Supplement (together with the Prospectus, if amended or supplemented) filed with
the Commission and will supply an appropriate number of copies of the
Prospectus, as then amended or supplemented, together with such Pricing
Supplement, to the Presenting Agent. See "Delivery of Prospectus." No
settlements with respect to Notes upon such terms may occur prior to such filing
and the Presenting Agent will not, prior to such filing, mail confirmations to
customers who have offered to purchase Notes upon such terms. After such filing,
sales, mailing of confirmations and settlements may occur with respect to Notes
upon such terms, subject to the provisions of "Delivery of Prospectus" below.
If the Company decides to post rates and a decision has been reached to
change interest rates, the Company will promptly notify each Agent. Each Agent
will forthwith suspend solicitation of purchases. At that time, the Agents will
recommend and the Company will establish rates to be so "posted." Following
establishment of posted rates and prior to the filing described in the following
sentence, the Agents may only record indications of interest in purchasing Notes
at the posted rates. Once any Agent has recorded any indication of interest in
Notes at the posted rates and communicated with the Company, if the Company
accepts an offer at the posted rate, it will prepare a Pricing Supplement
reflecting such posted rates and, after approval from the Presenting Agent, will
arrange to have 10 copies of such Pricing Supplement (together with the
Prospectus if amended or supplemented) filed with the
<PAGE>
Commission and will supply an appropriate number of copies of the Prospectus, as
then amended or supplemented, to the Presenting Agent. See "Delivery of
Prospectus." No settlements at the posted rates may occur prior to such filing
and the Presenting Agent will not, prior to such filing, mail confirmations to
customers who have offered to purchase Notes at the posted rates. After such
filing, sales, mailing of confirmations and settlements may resume, subject to
the provisions of "Delivery of Prospectus" below.
SUSPENSION OF SOLICITATION; AMENDMENT OR SUPPLEMENT
In the event that at the time the Agents, at the direction of the Company,
suspend solicitation of offers to purchase from the Company there shall be any
orders outstanding which have not been settled, the Company will promptly advise
the Agents and the Trustee whether such orders may be settled and whether copies
of the Prospectus as theretofore amended and/or supplemented as in effect at the
time of the suspension may be delivered in connection with the settlement of
such orders. The Company will have the sole responsibility for such decision and
for any arrangements which may be made in the event that the Company determines
that such orders may not be settled or that copies of such Prospectus may not be
so delivered.
DELIVERY OF PROSPECTUS
A copy of the Prospectus as most recently amended or supplemented on the
date of delivery thereof, together with the applicable Pricing Supplement, must
be delivered to a purchaser prior to or together with the earlier of the
delivery by the Agents of (i) the written confirmation of a sale sent to a
purchaser or his agent and (ii) any Note purchased by such purchaser. The
Company shall ensure that the Presenting Agent receives copies of the Prospectus
and each amendment or supplement thereto (including the applicable Pricing
Supplement) in such quantities and within such time limits as will enable the
Presenting Agent to deliver such confirmation or Note to a purchaser as
contemplated by these procedures and in compliance with the preceding sentence.
Copies of Pricing Supplements should be delivered (i) if to Lehman Brothers, by
hand to Lehman Brothers Inc., 3 World Financial Center, 9th Floor, New York, New
York 10285-0900, Attention: Brunnie Vasquez, Telephone: (212) 526-8400; (ii) if
to Salomon Smith Barney Inc., by telecopy and by overnight delivery to Salomon
Smith Barney Inc., 8800 Hidden River Parkway, Tampa, Florida 33637, Telecopy
(813) 558-4123, Attn: Enrique Castro; or (iii) if to UBS Warburg LLC, by
telecopy and by hand to UBS Warburg LLC, 535 Madison Avenue, New York, New York
10022, Attention: James Brandi, Telecopy: (212) 644-6956. If, since the date of
acceptance of a purchaser's offer, the Prospectus shall have been supplemented
solely to reflect any sale of Notes on terms different from those agreed to
between the Company and such purchaser or a change in posted rates not
applicable to such purchaser, such purchaser shall not receive the Prospectus as
supplemented by such new supplement, but shall receive the Prospectus as
supplemented to reflect the terms of the Notes being purchased by such purchaser
and otherwise as most recently amended or supplemented on the date of delivery
of
<PAGE>
the Prospectus. The Company will make all such deliveries with respect to all
Notes sold directly by the Company.
REDEMPTION AND REPAYMENT
Unless one or more Redemption Dates are specified in the applicable
Pricing Supplement, the Notes will not be redeemable prior to their Specified
Maturity. If one or more Redemption Dates are so specified with respect to any
Note, the applicable Pricing Supplement will also specify one or more redemption
prices (expressed as a percentage of the principal amount of such Note)
("Redemption Prices") and the redemption period or periods ("Redemption
Periods") during which such Redemption Prices shall apply. Unless otherwise
specified in the Pricing Supplement, any such Note shall be redeemable at the
option of the Company at the specified Redemption Price applicable to the
Redemption Period during which such Note is to be redeemed, together with
interest accrued to the Redemption Date. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will not be subject to any sinking
fund. The Company may redeem any of the Notes that are redeemable and remain
outstanding either in whole or from time to time in part, upon not less than 30
nor more than 60 days' notice. In the event of a redemption in part of any Note,
a new Note for the amount of the unredeemed portion shall be issued in the name
of the Holder upon cancellation of the redeemed Note.
The Pricing Supplement relating to each Note will indicate either that
such Note cannot be repaid prior to Specified Maturity or that such Note will be
repayable at the option of the holder on a date or dates specified prior to
Specified Maturity at a price or prices set forth in the applicable Pricing
Supplement, together with accrued interest to the date of repayment.
In order for a Note that is subject to repayment at the option of the
Holder to be repaid, the Paying Agent must receive at least 30 days but not more
than 45 days prior to the repayment date (a) appropriate wire instructions and
(b) either (i) the Note with the form entitled "Option to Elect Repayment"
attached to the Note duly completed or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of the Note,
the principal amount of the Note, the portion of the principal amount of the
Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be repaid with the form
entitled "Option to Elect Repayment" attached to the Note duly completed will be
received by the Paying Agent not later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter and such Note and form
duly completed must be received by the Paying Agent by such fifth Business Day.
Exercise of the repayment option by the Holder of a Note shall be irrevocable,
except as otherwise described under "Interest Rate Reset" and "Extendible Notes"
in the Prospectus Supplement. The repayment option may be exercised by the
Holder of a Note for less than the entire principal amount of the Note provided
that the
<PAGE>
principal amount of the Note remaining outstanding after repayment is an
authorized denomination. No transfer or exchange of any Note (or, in the event
that any Note is to be repaid in part, the portion of the Note to be repaid)
will be permitted after exercise of a repayment option. All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.
If a Note is represented by a Global Security, the Depositary's nominee
will be the Holder of such Note and therefore will be the only entity that can
exercise a right to repayment. In order to ensure that the Depositary's nominee
will timely exercise a right to repayment with respect to a particular Note, the
beneficial owner of such Note must instruct the broker or other direct or
indirect participant through which it holds an interest in such Note to notify
the Depositary of its desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the broker or other
direct or indirect participant through which it holds an interest in a Note in
order to ascertain the cut-off time by which such an instruction must be given
in order for timely notice to be delivered to the Depositary.
Unless otherwise specified in the applicable Pricing Supplement, if a Note
is an Original Issue Discount Note, the amount payable on such Note in the event
of redemption or repayment prior to its Specified Maturity shall be the
Amortized Face Amount of such Note, as specified in the applicable Pricing
Supplement, as of the Redemption Date or the date of repayment, as the case may
be.
AUTHENTICITY OF SIGNATURES
The Company will cause the Trustee to furnish the Agents from time to time
with the specimen signatures of each of the Trustee's officers, employees and
agents who have been authorized by the Trustee to authenticate Notes, but the
Agents will have no obligation or liability to the Company or the Trustee in
respect of the authenticity of the signature of any officer, employee or agent
of the Company or the Trustee on any Note.
ADVERTISING COSTS
The Company will determine with the Agents the amount and nature of
advertising that may be appropriate in offering the Notes. Advertising expenses
incurred with the consent of the Company will be paid by the Company.
BUSINESS DAY
"Business Day" shall mean, any day, other than a Saturday or Sunday, that
meets each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation to be
closed in The City of New
<PAGE>
York and (b) with respect to LIBOR Notes, a London Banking Day. "London Banking
Day" means any day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.
PART II: PROCEDURES FOR CERTIFICATED NOTES
CURRENCY
Certificated Notes will be denominated in U.S. dollars or in one or more
foreign currencies or foreign currency units, as specified in the applicable
Pricing Supplement. For special procedures relating to Multi-Currency Notes, see
Part III hereof.
REGISTRATION
Certificated Notes may be presented for registration of transfer or
exchange at the Trustee's New York office.
DENOMINATIONS
Except as provided in the applicable Pricing Supplement, Certificated
Notes will be issued and payable in U.S. dollars in the denominations of $1,000
and any larger denomination which is an integral multiple of $1,000.
MATURITY
Upon presentation of each Certificated Note at Maturity the Trustee (or
any duly appointed Paying Agent) will pay the principal amount thereof, together
with accrued interest due at maturity. Such payment shall be made in immediately
available funds in U.S. dollars, provided that the Certificated Note is
presented to the Trustee (or any such Paying Agent) in time for the Trustee (or
such Paying Agent) to make payments in such funds in accordance with its normal
procedures. The Company will provide the Trustee (and any such Paying Agent)
with funds available for immediate use for such purpose. Certificated Notes
presented at Maturity will be cancelled by the Trustee as provided in the
Indenture.
SETTLEMENT PROCEDURES
In the event of a purchase of Certificated Notes by an Agent, as
principal, appropriate Settlement details will be as set forth below unless such
details are set forth in the applicable Purchase Agreement to be entered into
between such Agent and the Company pursuant to the Distribution Agreement.
In the event of the sale of a Certificated Note that is a Multi-Currency
Note or an Indexed Note, whether the sale is through an Agent or to an Agent, as
principal, additional or
<PAGE>
different Settlement details may be set forth in an amendment to these
administrative procedures to be entered into between such Agent and the Company.
Other than as contemplated above, settlement procedures with regard to
each Certificated Note sold through each Agent shall be as follows, as
applicable:
A. Such Agent (the "Presenting Agent") will advise the Company by
telephone, telex or facsimile, of the following Settlement information:
1. Exact name in which the Note is to be registered ("Registered
Owner").
2. Exact address of the Registered Owner and address for payment of
principal and interest, if any.
3. Taxpayer identification number of the Registered Owner.
4. Principal amount of the Note (and, if multiple Notes are to be
issued, denominations thereof).
5. Settlement date.
6. Specified Maturity and, if the Company has the option to extend the
Specified Maturity, the Extension Periods and the Final Maturity
Date.
7. Issue Price and any OID information.
8. Trade Date/Original Issue Date.
9. If such Note is a Fixed Rate Note, whether such Note is an
Amortizing Note.
10. Interest rate (including, if appropriate, such interest rate
information applicable to any Extension Period):
(a) Fixed Rate Certificated Notes:
(i) interest rate
(ii) interest payment dates, if other than as specified above
(iii) date or dates, if any, on which the interest rate may be reset
and the basis or formula, if any, for such resetting
(iv) overdue rate, if any
(b) Floating Rate Certificated Notes:
(i) interest rate basis
<PAGE>
(ii) initial interest rate
(iii) spread or spread multiplier, if any
(iv) date or dates, if any, on which the spread or spread
multiplier may be reset and the basis or formula, if any for
such resetting
(v) interest rate reset periods
(vi) interest payment dates
(vii) index maturity
(viii) maximum and minimum interest rates, if any
(ix) record dates
(x) interest determination rates
(xi) overdue rate, if any
11. The date on or after which the Certificated Notes are redeemable at
the option of the Company or are to be repaid at the option of the
Holder, and additional redemption or repurchase provisions, if any.
12. Wire transfer information.
13. Presenting Agent's commission (to be paid in the form of a discount
from the proceeds remitted to the Company upon Settlement).
14. That the Note will be a Certificated Note.
B. The Company will confirm the above Settlement information to the
Trustee by telephone, telex or facsimile, and the Trustee will
assign a Note number to the transaction. If the Company rejects an
offer, the Company will promptly notify the Presenting Agent and the
Trustee by telephone.
C. The Trustee will complete the first page of the preprinted 4-ply
Certificated Note packet, the form of which was previously approved
by the Company, the Agents and the Trustee.
D. The Trustee will deliver the Certificated Note (with the attached
white confirmation) and the yellow and blue stubs to the Presenting
Agent. The Presenting Agent will acknowledge receipt of the
Certificated Note by completing the yellow stub and returning it to
the Trustee.
E. The Presenting Agent will cause to be wire transferred to a bank
account designated by the Company immediately available funds in
U.S. dollars in the amount of the principal amount of the
Certificated Note, less the applicable commission or discount, if
any.
F. The Presenting Agent will deliver the Certificated Note (with the
attached white
<PAGE>
confirmation) to the purchaser against payment in immediately
available funds in the amount of the principal amount of the
Certificated Note. The Presenting Agent will deliver to the
purchaser a copy of the most recent Prospectus applicable to the
Certificated Note with or prior to any written offer of Certificated
Notes, delivery of the Certificated Note and the confirmation and
payment by the purchaser for the Certificated Note.
G. The Presenting Agent will obtain the acknowledgment of receipt for
the Certificated Note and Prospectus by the purchaser through the
purchaser's completion of the blue stub.
H. The Trustee will mail the pink stub to the Company's Treasurer.
SETTLEMENT PROCEDURES TIMETABLE
For offers to purchase Certificated Notes accepted by the Company,
Settlement procedures "A" through "H" set forth above shall be completed on or
before the respective times set forth below:
================================================
SETTLEMENT
PROCEDURE TIME (NEW YORK)
------------------------------------------------
A 5 PM on the Trade Date
------------------------------------------------
B 3 PM on the Business Day prior to
Settlement Date
------------------------------------------------
C-D 12 Noon on the Settlement Date
------------------------------------------------
E 2:15 PM on the Settlement Date
------------------------------------------------
F-G 3 PM on the Settlement Date
------------------------------------------------
H 5 PM on Business Day after the
Settlement Date
================================================
FAILS
In the event that a purchaser of a Certificated Note shall either fail to
accept delivery of or make payment for such Certificated Note on the date fixed
by the Company for Settlement, the Presenting Agent will immediately notify the
Trustee and the Company's Treasurer by telephone, confirmed in writing, of such
failure and return the Certificated Note to the Trustee. Upon the Trustee's
receipt of the Certificated Note from the Presenting Agent, the Company will
promptly return to the Presenting Agent an amount of immediately available funds
in U.S. dollars equal to any amount previously transferred to the Company in
respect of the Certificated Note pursuant to advances made by the Agent. Such
returns will be made on the Settlement Date, if possible, and in any event not
later than 12 noon (New York City time) on the Business Day following the
Settlement Date. The Company will reimburse the Presenting Agent on an equitable
basis for its loss of the use of the funds during the period
<PAGE>
when the funds were credited to the account of the Company. Upon receipt of the
Certificated Note in respect of which the default occurred, the Trustee will
mark the Certificated Note "cancelled," make appropriate entries in its records
and deliver the Certificated Note to the Company with an appropriate debit
advice. The Presenting Agent will not be entitled to any commission with respect
to any Certificated Note which the purchaser does not accept or make payment
for.
PART III: SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES
Unless otherwise set forth in an applicable Foreign Currency Amendment,
the following procedures and terms shall apply to Multi-Currency Notes in
addition to, and to the extent inconsistent therewith in replacement of, the
procedures and terms set forth above.
DENOMINATIONS
The authorized denominations of any Multi-Currency Note will be the amount
of the Specified Currency for such Multi-Currency Note equivalent, at the noon
buying rate in the City of New York for cable transfers for such Specified
Currency (the "Market Exchange Rate") on the first Business Day in the City of
New York and the country issuing such currency (or, in the case of ECUs,
Brussels) next preceding the date on which the Company accepts the offer to
purchase such Multi-Currency Note, to U.S. $100,000 (rounded down to an integral
multiple of 10,000 units of such Specified Currency) and any greater amount that
is an integral multiple of 10,000 units of such Specified Currency.
CURRENCIES
Unless otherwise specified in the applicable Pricing Supplement, payments
of principal of (and premium, if any) and interest on all Multi-Currency Notes
will be made in the applicable Specified Currency, PROVIDED, HOWEVER, that
payments of principal of (and premium, if any) and interest on Multi-Currency
Notes denominated in other than U.S. dollars will nevertheless be made in U.S.
dollars (i) at the option of the Holders thereof under the procedures described
below and (ii) at the option of the Company in the case of imposition of
exchange controls or other circumstances beyond the control of the Company as
described below.
PAYMENT OF PRINCIPAL AND INTEREST
If so specified in the applicable Pricing Supplement, except as provided
in the next paragraph, payments of interest and principal (and premium, if any)
with respect to any Multi- Currency Note will be made in U.S. dollars if the
Holder of such Note on the relevant Regular Record Date or at Maturity, as the
case may be, has transmitted a written request for such payment in U.S. dollars
to the Trustee at its Corporate Trust Office in The City of New
<PAGE>
York on or prior to such Regular Record Date or the date 15 days prior to
Maturity, as the case may be. Such request may be in writing (mailed or hand
delivered) or by cable, telex or other form or facsimile transmission. Any
such request made with respect to any Multi-Currency Note by a Holder will
remain in effect with respect to any further payments of interest and
principal (and premium, if any) with respect to such Multi-Currency Note
payable to such Holder, unless such request is revoked on or prior to the
relevant Regular Record Date or the date 15 days prior to Maturity, as the
case may be. Holders of Multi-Currency Notes denominated in other than U.S.
dollars whose Notes are registered in the name of a broker or nominee should
contact such broker or nominee to determine whether and how an election to
receive payments in U.S. dollars may be made.
The U.S. dollar amount to be received by a Holder of a Multi-Currency Note
who elects to receive payments in U.S. dollars will be based on the highest bid
quotation in The City of New York received by the Currency Determination Agent
(as defined below) as of noon New York City time on the third Business Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Currency Determination Agent) for the purchase
by the quoting dealer of the Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of the Specified Currency payable
to all Holders of Multi-Currency Notes electing to receive U.S. dollar payments
and at which the applicable dealer commits to execute a contract. If three such
bid quotations are not available on the third Business Day preceding the date of
payment of principal (and premium, if any) or interest with respect to any such
Multi-Currency Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any such
Multi-Currency Note will be borne by the Holder thereof by deductions from such
payment. Unless otherwise provided in the applicable Pricing Supplement, Lehman
Brothers will be the Currency Determination Agent (the "Currency Determination
Agent") with respect to the Multi-Currency Notes.
PAYMENT CURRENCY
If the principal of (and premium, if any) or interest on any
Multi-Currency Note is payable in any currency other than U.S. dollars and such
Specified Currency is not available due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of the Multi- Currency Notes by
making such payment in U.S. dollars on the basis of the Market Exchange Rate on
the last date such Specified Currency was available (the "Conversion Date"). Any
payment made under such circumstances in U.S. dollars where the required payment
is in other than U.S. dollars will not constitute an Event of Default under the
Indenture.
If payment in respect of a Note is required to be made in any currency
unit (e.g., ECU) and such currency unit is unavailable due to the imposition of
exchange controls or other circumstances beyond the Company's control, then all
payments in respect of such
<PAGE>
Multi-Currency Note shall be made in U.S. dollars
until such currency unit is again available. The amount of each payment in U.S.
dollars shall be computed on the basis of the equivalent of the currency unit in
U.S. dollars, which shall be determined by the Company or its agent on the
following basis. The component currencies of the currency unit for this purpose
(the "Component Currencies") shall be the currency amounts that were components
of the currency unit as of the Conversion Date for such currency unit. The
equivalent of the currency unit in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be determined by the
Company or such agent on the basis of the Market Exchange Rate for each such
Component Currency that is available as of the third Business Day prior to the
date on which the relevant payment is due and for each such Component Currency
that is unavailable, if any, of the Conversion Date for such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion, if two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
OUTSTANDING MULTI-CURRENCY NOTES
For purposes of calculating the principal amount of any Multi-Currency
Note for any purpose under the Indenture, the principal amount of such
Multi-Currency Note at any time Outstanding shall be deemed to be the U.S.
dollar equivalent at the Market Exchange Rate, determined as of the date of the
original issuance of such Multi-Currency Note, of the principal amount of such
Multi-Currency Note.
DETAILS FOR SETTLEMENT OF MULTI-CURRENCY NOTES
In addition to the Settlement information specified in "Settlement
Procedures" above, the Presenting Agent shall communicate to the Company in the
manner set forth in "Settlement Procedures" the following information:
1. Specified Currency
2. Denominations
3. Wire transfer and overseas bank account information (if holder has
elected payment in a Specified Currency).
Whether the sale is through an Agent or to an Agent, as principal,
additional or
<PAGE>
different Settlement details may be set forth in an amendment to these
administrative procedures to be agreed to by such Agent and the Company.
PART IV: SPECIAL ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
or cause to be performed the custodial, document control and administrative
functions described below, in accordance with its respective obligations under a
Letter of Representations from the Company and the Trustee to DTC and a
Medium-Term Note Certificate Agreement previously entered into between the
Trustee and DTC, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS"). Except as otherwise set forth in this
Exhibit B, Book- Entry Notes will be issued in accordance with the
administrative procedures set forth below.
ISSUANCE
On any date of settlement (as defined under "Settlement" below) for one or
more Fixed Rate Book-Entry Notes, the Company will issue a single Global
Security in fully registered form without coupons representing up to
$150,000,000 principal amount, or the equivalent thereof in any Specified
Currency, other than U.S. dollars, at the Market Exchange Rate used to determine
the denomination of such Book-Entry Note as described below (rounded down to an
integral multiple of 10,000 units of such Specified Currency), of all of such
Notes that have the same original issuance date, interest rate, redemption or
repayment provisions and Specified Maturity. Similarly, on any settlement date
for one or more Floating Rate Book- Entry Notes, the Company will issue a single
Global Security representing up to $150,000,000 principal amount, or the
equivalent thereof in any Specified Currency, other than U.S. dollars, at the
Market Exchange Rate used to determine the denomination of such Book-Entry Note
as described below (rounded down to an integral multiple of 10,000 units of such
Specified Currency), of all of such Notes that have the same interest rate
formula, original issuance date, Initial Interest Rate, Interest Payment Dates,
Index Maturity, Spread, Spread Multiplier, minimum interest rate (if any),
maximum interest rate (if any), redemption or repayment provisions and Specified
Maturity. Each Global Security will be dated and issued as of the date of its
authentication by the Trustee, as Trustee. Each Global Security will have an
interest accrual date (the "Interest Accrual Date"), which will be (i) with
respect to any original Global Security (or any portion thereof), its original
issuance date and (ii) with respect to any Global Security (or portion thereof)
issued subsequently upon exchange of a Global Security or in lieu of a
destroyed, lost or stolen Global Security, the most recent Interest Payment Date
to which interest has been paid or duly provided for on the predecessor Global
Security or Securities (or if no such payment or provision has been made, the
original issuance date of the predecessor Global Security), regardless of the
date of authentication of such subsequently issued Global Security. No Global
Security will represent (i) both Fixed Rate and Floating Rate Book-Entry Notes
or (ii) any Certificated Note.
<PAGE>
IDENTIFICATION NUMBERS
The Company will arrange, on or prior to commencement of a program for the
offering of Book-Entry Notes, with the CUSIP Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for the reservation of a series of
CUSIP numbers (including tranche numbers), consisting of approximately 900 CUSIP
numbers and relating to Global Securities representing the Book-Entry Notes. The
Trustee will obtain a written list of such series of reserved CUSIP numbers and
will deliver to the Company and DTC such written list of 900 CUSIP numbers of
such series. The Company will assign CUSIP numbers to Global Securities as
described below under Settlement Procedure "B". DTC will notify the CUSIP
Service Bureau periodically of the CUSIP numbers that the Company has assigned
to Global Securities. When fewer than 100 of the reserved CUSIP numbers remain
unassigned to Global Securities, and if it deems necessary, the Company will
reserve additional CUSIP numbers for assignment to Global Securities
representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers the
Company shall deliver such additional CUSIP numbers to the Trustee and DTC.
REGISTRATION
Each Global Security will be registered in the name of Cede & Co., as
nominee for DTC, on the Securities Register maintained under the Indenture
governing such Global Security. The beneficial owner of a Book-Entry Note (or
one or more indirect participants in DTC designated by such owner) will
designate one or more participants in DTC with respect to such Book-Entry Note
(the "Participants") to act as agent or agents for such owner in connection with
the book-entry system maintained by DTC, and DTC will record in book-entry form,
in accordance with instructions provided by such Participants, a credit balance
with respect to such Book-Entry Note in the account of such Participants. The
ownership interest of such beneficial owner in such Book-Entry Note will be
recorded through the records of such Participants or through the separate
records of such Participants and one or more indirect participants in DTC.
VOTING
In the event of any solicitation of consents from or voting by holders of
the Book-Entry Notes, the Company or the Trustee shall establish a record date
for such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date.
TRANSFERS
Transfers of a Book-Entry Note will be accomplished by book entries made
by DTC
<PAGE>
and, in turn, by Participants (and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial transferors and transferees
of such Book-Entry Note.
CONSOLIDATION AND EXCHANGE
The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a
written notice of consolidation specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes
having the same original issuance date, interest rate, redemption and repayment
provisions and Specified Maturity and with respect to which interest has been
paid to the same date or (B) Floating Rate Book-Entry Notes having the same
interest rate formula, original issuance date, Initial Interest Rate, Interest
Payment Dates, Index Maturity, Spread or Spread Multiplier, minimum interest
rate (if any), maximum interest rate (if any), redemption and repayment
provisions and with respect to which interest has been paid to the same date,
(ii) a date, occurring at least thirty days after such written notice is
delivered and at least thirty days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global Securities shall be exchanged for a
single replacement Global Security and (iii) a new CUSIP number, obtained from
the Company, to be assigned to such replacement Global Security. Upon receipt of
such a notice, DTC will send to its Participants (including the Trustee) a
written reorganization notice to the effect that such exchange will occur on
such date. Prior to the specified exchange date, the Trustee will deliver to the
CUSIP Service Bureau a written notice setting forth such exchange data and the
new CUSIP number and stating that, as of such exchange date, the CUSIP numbers
of the Global Securities to be exchanged will no longer be valid. On the
specified exchange date, the Trustee will exchange such Global Securities for a
single Global Security bearing the new CUSIP number and a new Interest Accrual
Date, and the CUSIP numbers of the exchanged Global Securities will, in
accordance with CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. Notwithstanding the foregoing, if the Global Securities
to be exchanged exceed $150,000,000 (or the equivalent thereof in any Specified
Currency other than U.S. dollars at the Market Exchange Rate used to determine
the denomination of such Book-Entry Note as described below (rounded down to an
integral multiple of 10,000 units of such Specified Currency)) in aggregate
principal amount, one Global Security will be authenticated and issued to
represent each $150,000,000 (or the equivalent thereof in any Specified Currency
other than U.S. dollars at the Market Exchange Rate used to determine the
denomination of such Book-Entry Note as described below (rounded down to an
integral multiple of 10,000 units of such Specified Currency)) of principal
amount of the exchanged Global Securities and an additional Global Security will
be authenticated and issued to represent any remaining principal amount of such
Global Securities (see "Denominations" below).
NOTICE OF REDEMPTION AND REPAYMENT DATES
The Trustee will give notice to DTC prior to each redemption date or
repayment date (as specified in the Book-Entry Note), if any, at the time and in
the manner set forth in the
<PAGE>
letter of redemption.
DENOMINATIONS
Book-Entry Notes denominated in U.S. dollars will be issued in principal
amounts of $1,000 or any amount in excess thereof that is an integral multiple
of $1,000. The authorized denominations of any Book-Entry Notes denominated in
other than U.S. dollars will be the amount of the Specified Currency for such
Book-Entry Note equivalent, at the Market Exchange Rate on the first Business
Day in the City of New York and the country issuing such currency (or, in the
case of ECUs, Brussels) next preceding the date on which the Company accepts the
offer to purchase such Book-Entry Note, to U.S. $25,000 (rounded down to an
integral multiple of 10,000 units of such Specified Currency) and any greater
amount that is an integral multiple of 10,000 units of such Specified Currency.
Global Securities representing one or more Book-Entry Notes will be denominated
in principal amounts not in excess of $150,000,000, or the equivalent thereof in
any Specified Currency other than U.S. dollars at the Market Exchange Rate used
to determine the denomination of such Book-Entry Note (rounded down to an
integral multiple of 10,000 units of such Specified Currency). If one or more
Book-Entry Notes having an aggregate principal amount in excess of $150,000,000
(or the equivalent thereof in any Specified Currency other than U.S. dollars at
the Market Exchange Rate used to determine the denomination of such Book-Entry
Note rounded down to an integral multiple of 10,000 units of such Specified
Currency) would, but for the preceding sentence, be represented by a single
Global Security, then one Global Security will be issued to represent each
$150,000,000 principal amount, or the equivalent thereof in any Specified
Currency other than U.S. dollars at the Market Exchange Rate used to determine
the denomination of such Book-Entry Note (rounded down to an integral multiple
of 10,000 units of such Specified Currency), of such Book-Entry Note or Notes
and an additional Global Security will be authenticated and issued to represent
any remaining principal amount of such Book-Entry Note or Notes. In such a case,
each of the Global Securities representing such Book-Entry Note or Notes shall
be assigned the same CUSIP number.
INTEREST
GENERAL. Interest on each Book-Entry Note will accrue from the date of
issue of the Global Security representing such Note. Each payment of interest on
a Book-Entry Note will include interest accrued through the day preceding, as
the case may be, the Interest Payment Date or the date of Maturity, redemption
or repayment; provided, however, that if the Interest Reset Dates with respect
to any such Note are daily or weekly, interest payable on any Interest Payment
Date, other than interest payable on any date on which principal for such Note
is payable, will include interest accrued from but excluding the second
preceding Regular Record Date to and including the next preceding Regular Record
Date. Interest payable at the Maturity or upon earlier redemption or repayment
of a Book-Entry Note will be payable to the Person to whom the principal of such
Note is payable. Standard & Poor's Corporation will use the information received
in the pending deposit message described under Settlement
<PAGE>
Procedure "C" below in order to include the amount of any interest payable and
certain other information regarding the related Global Security in the
appropriate weekly bond report published by Standard & Poor's Corporation.
FLOATING RATE NOTE NOTICES. On the first Business Day of January, April,
July and October of each year, the Trustee will deliver to the Company and DTC a
written list of Regular Record Dates and Interest Payment Dates that will occur
with respect to Floating Rate Book-Entry Notes during the six-month period
beginning on such first Business Day. Promptly after each Interest Determination
Date (as defined in the Prospectus) for Floating Rate Notes, the Company will
notify the Trustee, and the Trustee in turn will notify Standard & Poor's
Corporation, of the interest rates determined on such Interest Determination
Date.
PAYMENTS OF PRINCIPAL AND INTEREST
PAYMENTS OF INTEREST ONLY. Promptly after each Regular Record Date, the
Trustee will deliver to the Company and DTC a written notice specifying by CUSIP
number the amount of interest to be paid on each Global Security on the
following Interest Payment Date (other than an Interest Payment Date coinciding
with Maturity or an earlier redemption or repayment date) and the total of such
amounts. DTC will confirm the amount payable on each Global Security on such
Interest Payment Date by reference to the daily bond reports published by
Standard & Poor's Corporation. The Company will pay to the Trustee, as paying
agent, the total amount of interest due on such Interest Payment Date (other
than at Maturity), and the Trustee will pay such amount to DTC at the times and
in the manner set forth below under "Manner of Payment." Promptly after each
Interest Determination Date for Floating Rate Book-Entry Notes, the Calculation
Agent will notify the Trustee and Standard & Poor's Corporation of the interest
rates determined on such Interest Determination Date.
PAYMENTS AT MATURITY OR UPON REDEMPTION OR REPAYMENT. On or about the
first Business Day of each month, the Trustee will deliver to the Company and
DTC a written list of principal and interest to be paid on each Global Security
maturing either at maturity or any redemption or repayment date in the following
month. The Company, the Trustee and DTC will confirm the amounts of such
principal and interest payments with respect to each such Global Security on or
about the fifth Business Day preceding the Maturity or redemption or repayment
date of such Global Security. The Company will pay to the Trustee, as the paying
agent, the principal amount of such Global Security, together with interest due
at such Maturity or redemption or repayment date, as the case may be. The
Trustee will pay such amount to DTC at the times and in the manner set forth
below under "Manner of Payment".
Promptly after payment to DTC of the principal and interest due at the
Maturity of such Global Security, the Trustee will cancel such Global Security
and deliver it to the Company with an appropriate debit advice. On the first
Business Day of each month, the Trustee will prepare a written statement
indicating the total principal amount of Outstanding Global Securities for which
it serves as paying agent as of the immediately preceding Business
<PAGE>
Day.
MANNER OF PAYMENT. The total amount of any principal and interest due on
Global Securities on any Interest Payment Date or at Maturity or upon redemption
or repayment shall be paid by the Company to the Trustee in funds available for
use by the Trustee as of 9:30 A.M. (New York City time) on such date. The
Company will make such payment on such Global Securities by instructing the
Trustee to withdraw funds from an account maintained by the Company at the
Trustee. For maturity, redemption or any other principal payments: prior to 10
A.M. (New York City time) on such date or as soon as possible thereafter, the
Trustee will make such payments to DTC in same day funds in accordance with
DTC's Same Day Funds Settlement Paying Agent Operating Procedures. For interest
payments: the Trustee will make such payments to DTC in accordance with existing
arrangements between DTC and the Trustee. DTC will allocate such payments to its
Participants in accordance with its existing operating procedures. Neither the
Company, the Trustee (as Trustee or as Paying Agent nor any other Paying Agent)
shall have any direct responsibility or liability for the payment by DTC to such
Participants of the principal of and interest on the Book-Entry Notes.
WITHHOLDING TAXES. The amount of any taxes required under applicable law
to be withheld from any interest payment on a Book-Entry Note will be determined
and withheld by the Participant, indirect participant in DTC or other Person
responsible for forwarding payments and materials directly to the beneficial
owner of such Note.
SETTLEMENT PROCEDURES
In the event of a purchase of Book-Entry Notes by an Agent, as principal,
Settlement details will be as set forth below to the extent applicable unless
such details are set forth in the applicable Purchase Agreement to be entered
into between such Agent and the Company pursuant to the Distribution Agreement.
In the event of a sale of a Book-Entry Note that is a Multi-Currency Note
or an Indexed Note, whether the sale is through an Agent or to an Agent, as
principal, additional or different Settlement details may be set forth in an
amendment to the administrative procedures to be entered into between such Agent
and the Company.
Other than as contemplated above, settlement procedures with regard to
each Book- Entry Note sold by the Company through an Agent, as agent, shall be
as follows:
A. The Presenting Agent will advise the Company by telephone, telex or
facsimile, of the following settlement information:
1. Principal amount of the Book-Entry Note (and, if multiple Notes are
to be issued, denominations thereof).
<PAGE>
2. Settlement date.
3. Specified Maturity and, if the Company has the option to extend the
Specified Maturity, the Extension Periods and the Final Maturity
Date.
4. Issue Price and any OID information.
5. Trade date.
6. If such Book-Entry Note is a Fixed Rate Note, whether such Note is
an Amortizing Note.
7. The DTC Participant account number of such Agent.
8. Interest rate (including, if appropriate, such interest rate
information applicable to any Extension Period):
(a) Fixed Rate Notes:
(i) interest rate
(ii) interest payment dates, if other than as specified above
(iii) date or dates, if any, on which the interest rate may be
reset and the basis or formula, if any, for such
resetting
(iv) overdue rate, if any
(b) Floating Rate Notes:
(i) interest rate basis
(ii) initial interest rate
(iii) spread or spread multiplier, if any
(iv) date or dates, if any, on which the spread or spread
multiplier may be reset and the basis or formula, if
any, for such resetting
(v) interest rate reset periods
(vi) interest payment dates
(vii) index maturity
(viii) maximum and minimum interest rates, if any
(ix) record dates
(x) interest determination dates
(xi) overdue rate, if any
9. The date on or after which the Book-Entry Notes are redeemable at
the option of the Company or are to be repaid at the option of the
Holder, and additional redemption or repurchase provisions, if any.
<PAGE>
10. Wire transfer information.
11. Presenting Agent's commission (to be paid in the form of a discount
from the proceeds remitted to the Company upon Settlement).
12. That the Note will be a Book-Entry Note.
B. The Company will assign a CUSIP number to the Global Security representing
such Note and then advise the Trustee by telephone (confirmed in writing
at any time on the same date) or electronic transmission of the
information set forth in Settlement Procedure "A" above, such CUSIP number
and the name of such Agent.
C. The Trustee will enter a pending deposit message through DTC's Participant
Terminal System, providing the following settlement information to DTC,
the Presenting Agent, Standard & Poor's Corporation and, upon request, the
Trustee under the Indenture pursuant to which such Note is to be issued:
1. The information set forth in Settlement Procedure "A".
2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate
Book-Entry Note.
3. Initial Interest Payment Date for such Note, number of days by which
such date succeeds the related "DTC Record Date" (which term means
the Regular Record Date except in the case of floating rate notes
which reset daily or weekly in which case it means the date 5
calendar days immediately preceding the Interest Payment Date) and
amount of interest payable on such Interest Payment Date.
4. Frequency of interest payments (monthly, semiannually, quarterly,
etc.).
5. CUSIP number of the Global Security representing such Book-Entry
Note.
6. Whether such Global Security will represent any other Book-Entry
Note (to the extent known at such time).
7. The number of Participant accounts to be maintained by DTC on behalf
of the Agents or the Trustee.
D. The Trustee, as Trustee will complete and authenticate the note
certificate evidencing the Global Security representing such Book-Entry
Note.
E. DTC will credit such Book-Entry Note to the Trustee's participant account
at DTC.
<PAGE>
F. The Trustee will enter an SDFS deliver order through DTC's Participant
Terminal System instructing DTC to (i) debit such Book-Entry Note to the
Trustee's participant account and credit such Note to the Presenting
Agent's participant account and (ii) debit the Presenting Agent's
settlement account and credit the Trustee's settlement account for an
amount equal to the price of such Book-Entry Note less the Presenting
Agent's commission.
G. The Presenting Agent will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC (i) to debit such Book-Entry
Note to the Presenting Agent's participant account and credit such Note to
the participant accounts of the Participants with respect to such
Book-Entry Note and (ii) to debit the settlement accounts of such
Participants and credit the settlement account of the Presenting Agent for
an amount equal to the price of such Note.
H. Transfers of funds in accordance with SDFS deliver orders described in
Settlement Procedures "F" and "G" will be settled in accordance with SDFS
operating procedures in effect on the settlement date.
I. The Trustee will credit to an account of the Company maintained at the
Trustee funds available for immediate use in the amount transferred to the
Trustee in accordance with Settlement Procedure "F."
J. The Presenting Agent will deliver to the purchaser a copy of the most
recent Prospectus applicable to the Book-Entry Note with or prior to any
written offer of Book-Entry Notes and the confirmation and payment by the
purchaser of the Book-Entry Note.
The Presenting Agent will confirm the purchase of such Book-Entry Note to
the purchaser either by transmitting to the Participants with respect to
such Book-Entry Note a confirmation order or orders through DTC's
institutional delivery system or by mailing a written confirmation to such
purchaser.
SETTLEMENT PROCEDURES TIMETABLE
For offers to purchase the Book-Entry Notes solicited by an Agent, as
agent, and accepted by the Company for settlement, Settlement Procedures "A"
through "J" set forth above shall be completed as soon as possible but not later
than the respective times (New York City time) set forth below:
============================================================
SETTLEMENT
PROCEDURE TIME
------------------------------------------------------------
<PAGE>
A-B 11:00 A.M. on the Sale date
------------------------------------------------------------
C 2:00 P.M. on the Sale date
------------------------------------------------------------
D 3:00 P.M. on the date before Settlement date
------------------------------------------------------------
E 10:00 A.M. on Settlement date
------------------------------------------------------------
F-G 2:00 P.M. on Settlement date
------------------------------------------------------------
H 4:45 P.M. on Settlement date
------------------------------------------------------------
I-J 5:00 P.M. on Settlement date
============================================================
If a sale is to be settled more than one Business Day after the sale date,
Settlement Procedures "A," "B" and "C" shall be completed as soon as practicable
but no later than 11:00 A.M., 11:00 A.M. and 2:00 P.M., as the case may be, on
the first Business Day after the sale date. If the initial interest rate for a
Floating Rate Book-Entry Note has not been determined at the time that
Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall
be completed as soon as such rate has been determined but no later than 11:00
A.M. and 12:00 Noon, respectively, on the second Business Day before the
settlement date. Settlement Procedure "I" is subject to extension in accordance
with any extension of Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee
will deliver to DTC, through DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 P.M. on the Business Day
immediately preceding the scheduled settlement date.
FAILURE TO SETTLE
If the Trustee fails to enter an SDFS deliver order with respect to a
Book-Entry Note pursuant to Settlement Procedure "F," the Trustee may deliver to
DTC, through DTC's Participant Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit such Book-Entry Note to the
Trustee's participant account. DTC will process the withdrawal message, provided
that the Trustee's participant account contains a principal amount of the Global
Security representing such Book-Entry Note that is at least equal to the
principal amount to be debited. If a withdrawal message is processed with
respect to all the Book-Entry Notes represented by a Global Security, the
Trustee will mark such Global Security "canceled," make appropriate entries in
the Trustee's records and send such canceled Global Security to the Company. The
CUSIP number assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be canceled and not immediately reassigned. If a
withdrawal message is processed with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global Security, the Trustee will exchange
such Global Security for two Global Securities, one of which shall represent
such Book-Entry Note or Notes and shall be canceled immediately after issuance
and the other of which shall represent the other Book-Entry Notes previously
represented by the surrendered Global Security and
<PAGE>
shall bear the CUSIP number of the surrendered Global Security.
If the purchase price for any Book-Entry Note is not timely paid to the
Participants with respect to such Book-Entry Note by the beneficial purchaser
thereof (or a Person, including an indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in turn, the Agent for such
Book-Entry Note may enter SDFS deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to Settlement Procedures "F" and
"G," respectively. Thereafter, the Trustee will deliver the withdrawal message
and take the related actions described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure to settle with respect to
a Book-Entry Note, DTC may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a failure to settle with
respect to one or more, but not all, of the Book- Entry Notes to have been
represented by a Global Security, the Trustee will provide, in accordance with
Settlement Procedure "D," for the authentication and issuance of a Global
Security representing the other Book-Entry Notes to have been represented by
such Global Security and will make appropriate entries in its records.
<PAGE>
EXHIBIT C
PURCHASE AGREEMENT
Central Maine Power Company ____________, _____
83 Edison Drive
Augusta, Maine 04336
Attention: Treasurer
The undersigned agrees to purchase the following principal amount of the
Notes described in the Distribution Agreement dated _______ __, _______ (as it
may be supplemented or amended from time to time, the "Distribution Agreement"):
Principal Amount: $
-----------------------
Interest Rate: %
--------
Discount: % of Principal Amount
--------
Aggregate Price to be
paid to Company
(in immediately
available funds): $
-----------------------
Settlement Date:
-----------------------
and upon such other terms as are specified in the attached Schedule.
Our obligation to purchase Notes hereunder is subject to the continued
accuracy of your representations and warranties contained in the Distribution
Agreement and to your performance and observance of all applicable covenants and
agreements contained therein, including, without limitation, your obligations
pursuant to Section 7 thereof. Our obligation hereunder is subject to the
further condition that we shall receive (a) the opinions required to be
delivered pursuant to Sections 5(d), (e), (f) and (j) of the Distribution
Agreement, (b) the certificate required to be delivered pursuant to Section 5(g)
of the Distribution Agreement, and (c) the letter referred to in Section 5(h) of
the Distribution Agreement, in each case dated as of the above Settlement Date.
In further consideration of our agreement hereunder, you agree that
between the date hereof and the above Settlement Date, you will not offer or
sell, or enter into any agreement to sell, any debt securities of the Company,
other than borrowings under your revolving credit agreements and lines of credit
and issuances of your commercial paper.
We may terminate this Agreement, immediately upon notice to you, at any
time prior
<PAGE>
to the Settlement Date, if prior thereto (a) any of the conditions set forth in
Section 5(a), (b), or (i) of the Distribution Agreement are not satisfied or (b)
you are unable to provide the certificate required pursuant to Section 5(g) of
the Distribution Agreement. In the event of such termination, no party shall
have any liability to the other party hereto, except as provided in Sections 4,
7 and 13 of the Distribution Agreement.
This Agreement shall be governed by and construed in accordance with
the laws of New York.
LEHMAN BROTHERS INC.
By:
-------------------------------------
(Title)
SALOMON SMITH BARNEY INC.
By:
-------------------------------------
(Title)
UBS WARBURG LLC
By:
-------------------------------------
(Title)
By:
-------------------------------------
(Title)
Accepted: , 2000
CENTRAL MAINE POWER COMPANY
By:
-------------------------------------
(Title)
<PAGE>
Schedule to Exhibit C
Additional Terms of the Purchased Notes
Title of Purchased Securities:
[ %] Medium-Term Notes, Series E
[Price to Public:]
Purchase Price by [Lehman Brothers Inc.] [Salomon Smith Barney Inc.] [UBS
Warburg LLC]:
% of the principal amount of the Purchased Securities [, plus accrued interest
from to ] [and accrued amortization if any, from
to ]
Method of and Specified Funds for Payment of Purchase Price:
[By certified or official bank check or checks,
payable to the order of the Company, in [ Clearing House] [immediately
available] funds]
[By wire transfer to a bank account specified by
the Company in [next-day] [immediately available] funds]
[Supplemental Indenture:]
Closing Location:
Maturity:
Interest Payment Dates:
Documents to be Delivered:
The following documents referred to in the
Distribution Agreement shall be delivered as a condition to the Closing:
[(1) The opinion or opinions of counsel to
the Agents referred to in
<PAGE>
Section 5(j).]
[(2) The opinions of counsel to the Company
referred to in Section 5(d), (e) and (f) and
Section 6(c).]
[(3) The accountants' letter referred to in
Section 5(h) and Section 6(d).]
((4) The officers' certificate referred to in
Section 5(g) and Section 6(a).]
Other Provisions (including Syndicate Provisions, if applicable):
<PAGE>
Exhibit 4.6
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CENTRAL MAINE POWER COMPANY
and
THE BANK OF NEW YORK,
As Trustee
-------------------------------------
FIFTH SUPPLEMENTAL INDENTURE
Dated as of [ ]
Supplementing the Indenture
Dated as of August 1, 1989
------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of [ ] is between
CENTRAL MAINE POWER COMPANY, a Maine corporation (hereinafter called the
"Issuer" or the "Company"), having its principal office at 83 Edison Drive,
Augusta, Maine 04336, and THE BANK OF NEW YORK, a New York banking corporation,
as Trustee (hereinafter called the "Trustee"), having its Corporate Trust Office
at 101 Barclay Street, Floor 21 West, New York, New York 10286; Att: Corporate
Trust Administration.
RECITALS OF THE ISSUER
The Issuer and the Trustee have heretofore entered into an
Indenture, dated as of August 1, 1989, as supplemented by the First Supplemental
Indenture, dated as of August 7, 1989, the Second Supplemental Indenture, dated
as of January 10, 1992, the Third Supplemental Indenture, dated as of December
15, 1994 and the Fourth Supplemental Indenture dated as of February 26, 1998
(such Indenture, as heretofore supplemented and as supplemented by this
supplemental indenture being hereinafter referred to as the "Indenture"),
relating to the issuance at any time or from time to time of its Securities on
terms to be specified at the time of issuance. As of ________, $_________ in
aggregate principal amount of Medium-Term Notes, Series A have been issued under
the Indenture, of which $__________ in aggregate principal amount is
outstanding, $_____________ in aggregate principal amount of Medium-Term Notes,
Series B have been issued under the Indenture of which $_____________ in
aggregate principal amount is outstanding, $_____________ in aggregate principal
amount of Medium-Term Notes, Series C have been issued under the Indenture of
which $_____________ in aggregate principal amount is outstanding and $________
in aggregate principal amount of Medium Term Notes, Series D have been issued
under the Indenture, of which $___________ in aggregate principal amount is
outstanding. Terms used and not otherwise defined herein shall (unless the
context otherwise clearly requires) have the respective meanings given to them
in the Indenture.
The Indenture provides in Article Three thereof that, prior to the
issuance of Securities of any series, the form of such Securities and the terms
applicable to such series shall be established in, or pursuant to, the authority
granted in a resolution of the Board of Directors (delivered to the Trustee in
the form of a Board Resolution) or established in one or more indentures
supplemental thereto. The Issuer desires by this supplemental indenture to
establish the form of the Securities of a series, to be titled "Medium-Term
Notes, Series E" of the Issuer, and to establish the terms applicable to such
series, pursuant to Sections 3.1 and 10.1(e) of the Indenture. The Issuer has
duly authorized the execution and delivery of this supplemental indenture.
Article Ten of the Indenture provides that the Issuer, when
authorized by a resolution of its Board of Directors, and the Trustee may from
time to time and at any time enter into an indenture or indentures supplemental
thereto for certain purposes enumerated in Section 10.1 thereof, including the
establishment of the form or terms of
<PAGE>
any Securities as permitted by Section 3.1 thereof.
The execution and delivery of this supplemental indenture by the
parties hereto are in all respects authorized by the provisions of the
Indenture.
All things necessary have been done to make this supplemental
indenture a valid agreement of the Issuer, in accordance with its terms.
NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises, it is mutually covenanted
and agreed, as follows:
ARTICLE ONE
ESTABLISHMENT OF MEDIUM-TERM NOTES, SERIES E
Section 1.01. The title of the series of the Securities established
by this supplemental indenture shall be "Medium-Term Notes, Series E" of the
Issuer (hereinafter called the "Series E Notes"). The Series E Notes shall be
substantially in the form set forth in Exhibit A hereto (which is hereby
incorporated herein and made a part hereof), subject to changes in the form
thereof made by the Issuer and acceptable to the Trustee.
Section 1.02. The Series E Notes shall be limited to $500,000,000 in
aggregate principal amount at any time Outstanding, determined in accordance
with the definition of "Outstanding" in Section 1.1 (including the final
paragraph thereof) of the Indenture.
Section 1.03. The Series E Notes may be issued in whole or in part
as one or more Global Securities and The Depository Trust Company, or a nominee
thereof, shall be the Depository for such Global Security or Global Securities,
except in each case as otherwise provided in an Issuer Order with respect to any
Series E Notes. The Depository for such Global Security or Global Securities
representing Series E Notes may surrender one or more Global Securities
representing Series E Notes in exchange in whole or in part for individual
Series E Notes on such terms as are acceptable to the Issuer and such Depository
and otherwise subject to the terms of Section 2.4 of the Indenture.
Section 1.04. The Issuer hereby appoints, or confirms the
appointment of, The Bank of New York as the initial Trustee, Securities
Registrar and Paying Agent,
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<PAGE>
subject to the provisions of the Indenture with respect to resignation, removal
and succession, and subject, further, to the right of the Issuer to appoint
additional agents (including Paying Agents). An Authenticating Agent may be
appointed for the Series E Notes under the circumstances set forth in, and
subject to the provisions of, the Indenture.
Section 1.05. If the Trustee shall cease to be Securities Registrar
for the Series E Notes, the Issuer shall, upon the written request of the
Trustee, establish by an Officers' Certificate the applicable dates for the
purpose of clause (a) of Section 5.1 of the Indenture with respect to any Series
E Notes that do not bear interest.
Section 1.06. The terms of the Series E Notes shall be as set forth
in Exhibit A hereto, and shall include the payment and other terms reflected on
the respective Series E Notes as actually executed, authenticated and delivered
under the Indenture. Without limiting the generality of the foregoing, specific
terms of particular Series E Notes (including any interest rate formulas not
specified in Exhibit A hereto, any redemption, sinking fund or other repayment
terms that differ from the provisions of Article Fourteen or Fifteen of the
Indenture and any terms for satisfaction and discharge of the Indenture that
differ from the provisions of Article Twelve of the Indenture) may be determined
in accordance with or pursuant to the Issuer Order with respect thereto, as
referred to in Section 3.3 of the Indenture.
ARTICLE TWO
MISCELLANEOUS
Section 2.01. The recitals contained herein shall be taken as the
statements of the Issuer, and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representation as to the validity
of this supplemental indenture. The Indenture, as supplemented by this
supplemental indenture, is in all respects hereby adopted, ratified and
confirmed.
Section 2.02. This supplemental indenture may be
executed in any number of counterparts, and on separate counterparts, each of
which shall be an original; but such counterparts shall together constitute but
one and the same instrument.
Section 2.03. If any provision of this supplemental indenture
limits, qualifies or conflicts with the duties imposed by any of Sections 310 to
317, inclusive, of the Trust Indenture Act of 1939, as amended by the Trust
Indenture Reform Act of 1990, through operation of Section 318(c), such imposed
duties shall control.
-4-
<PAGE>
Section 2.04. The Article headings herein are for convenience only
and shall not affect the interpretation hereof.
-5-
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested (the date of this supplemental indenture
being the date of execution by the Trustee, as indicated in its Acknowledgment).
CENTRAL MAINE POWER COMPANY
By
-------------------------------------
Name:
Title:
[Seal]
Attest:
By
-------------------------------------
Name:
Title:
THE BANK OF NEW YORK
By
-------------------------------------
Name:
Title:
[Seal]
Attest:
By
-------------------------------------
Name:
Title:
-6-
<PAGE>
STATE OF MAINE )
) ss.:
COUNTY OF KENNEBEC )
At Augusta, on this____ day of ________, 2000, before me, a
Notary Public in and for the County of Kennebec and State of Maine,
personally appeared _____________________ and __________________, the
__________________ and _________________, respectively, of Central Maine
Power Company, each to me personally known, who respectively executed, and
affixed and attested the corporate seal on, the foregoing instrument on
behalf of said corporation, and severally acknowledged the same to be their
free act and deed in their said capacities and the free act and deed of
Central Maine Power Company.
NOTARIAL SEAL
----------------------------------------
Notary Public
My Commission Expires:
STATE OF NEW YORK )
) ss.:
NEW YORK COUNTY )
At The City of New York, on this ____ day of _________,
2000, before me, a Notary Public in and for the County and State of New York,
personally appeared _____________________ and ___________________, a
___________________ and __________________, respectively, of The Bank of New
York, to me personally known, who respectively executed, and affixed and
attested the corporate seal on, the foregoing instrument on behalf of said
corporation, and severally acknowledged the same to be their free act and deed
in their said capacities and the free act and deed of The Bank of New York, as
Trustee.
NOTARIAL SEAL
----------------------------------------
Notary Public
My Commission Expires:
-7-
<PAGE>
Exhibit A
[FORM OF FACE OF NOTE]
Registered
No. E- Registered
CUSIP
If this Note is registered in the name of The Depository Trust
Company (the "Depository") (55 Water Street, New York, New York) or its nominee,
this Note may not be transferred except as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the Depository or
another nominee of the Depository or by the Depository or any such nominee to a
successor Depository or a nominee of such successor Depository unless and until
this Note is presented by an authorized agent of The Depository Trust Company to
the Issuer or its agent for registration of transfer, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or such other
name as is requested by an authorized representative of The Depository Trust
Company and any payment is made to Cede & Co. ANY TRANSFER, PLEDGE OR OTHER USE
THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTE, SERIES E
If applicable, the "Total Amount of OID", "Yield to Maturity" and
"Initial Accrual Period OID" (computed under the designated method)
below will be completed solely for the purposes of applying the
Federal income tax original issue discount ("OID") rules.
Floating Rate Note / / ______% Fixed Rate Note / /
Original Issue Date: Principal Amount:
Interest Accrual Date: Issue Price:
Interest Payment Dates:
Maturity Date:
Redemption Date(s): Redemption Price(s):
Repayment Date(s): Repayment Price(s):
-8-
<PAGE>
Total Amount of OID:
Yield to Maturity: Optional Interest Rate Reset:
Initial Accrual Extendible:
Period OID: Final Maturity Date:
Other Provisions:
Only Applicable if this is a Floating Rate Note:
Initial Interest Rate: Spread (plus or minus):
Index Maturity: Spread Multiplier:
Base Rate: Maximum Interest Rate:
Interest Reset Period: Minimum Interest Rate:
Interest Reset Dates:
Interest Determination Dates:
Interest Payment Period:
Calculation Dates:
Central Maine Power Company, a Maine corporation (the "Company",
which term includes any successor issuer under the Indenture hereinafter
referred to), for value received hereby promises to pay to _____________________
or registered assigns, the principal sum of ___________________ Dollars on the
"Maturity Date", as set forth above, and to pay interest hereon as described on
the reverse hereof.
The principal of (and premium, if any) and interest on this Note are
payable by the Company in such coin or currency of the United States of America
as at the time of payment shall be legal tender for the payment of public and
private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
Unless the certificate of authentication hereon has been manually
executed by or on behalf of the Trustee under the Indenture, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.
IN WITNESS WHEREOF, CENTRAL MAINE POWER COMPANY has caused this
instrument to be signed in its corporate name by the signatures or facsimile
signatures of its President or a Vice President, and its Treasurer or an
Assistant Treasurer, and its corporate seal or a facsimile thereof to be hereon
impressed, engraved or imprinted and attested by such signature or facsimile
signature of its Secretary or an Assistant Secretary.
-9-
<PAGE>
CENTRAL MAINE POWER COMPANY
(Seal)
By:
------------------------------------
Attest:
---------------------------
Secretary By:
------------------------------------
Trustee's Certificate of
Authentication
Dated:
This is one of the
Securities of the series
designated therein
referred to in the within-
mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------
Authorized Signatory
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<PAGE>
[FORM OF REVERSE OF NOTE]
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTE, SERIES E
1. This Note is one of a duly authorized issue of unsecured debt
securities (hereinafter called the "Securities") of the Company of the series
hereinafter specified, all such Securities issued and to be issued under an
Indenture dated as of August 1, 1989 between the Company and The Bank of New
York, as Trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), as amended and supplemented by the First
Supplemental Indenture, dated as of August 7, 1989, the Second Supplemental
Indenture, dated as of January 10, 1992, the Third Supplemental Indenture, dated
as of December 15, 1994, the Fourth Supplemental Indenture, dated as of February
26, 1998, and the Fifth Supplemental Indenture dated as of [ ], and as further
amended and supplemented (herein called the "Indenture"), to which Indenture
reference is hereby made for a statement of the rights and limitations of rights
thereunder of the Holders of the Securities and of the rights, obligations,
duties and immunities of the Trustee and of the Company, and the terms upon
which the Securities are and are to be authenticated and delivered. As provided
in the Indenture, the Securities may be issued in one or more series which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to different
covenants and Events of Default and may otherwise vary as in the Indenture
provided or permitted. This Note is one of a series designated on the face
hereof as Medium-Term Notes, Series E (the "Notes"), limited to $500,000,000 in
aggregate principal amount. The Notes of this series may be issued at various
times with different maturity dates and different principal repayment
provisions, may bear interest at different rates, and may otherwise vary, all as
provided in the Indenture.
2.A. The record date (the "Regular Record Date") with respect to any
Interest Payment Date (as defined below) shall be the date fifteen calendar days
immediately preceding such Interest Payment Date, whether or not such date shall
be a Business Day (unless otherwise shown on the face hereof or as specified
below). Interest which is payable, and is punctually paid or duly provided for,
on any Interest Payment Date shall be paid to the person in whose name the Note
is registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date; provided, however, that the first payment
of interest on any Note with an Original Issue Date between a Regular Record
Date and the succeeding Interest
-11-
<PAGE>
Payment Date will be made on the Interest Payment Date following the immediately
succeeding Regular Record Date to the registered owner on such immediately
succeeding Regular Record Date; and provided, further, that interest payable at
Maturity will be payable to the person to whom principal shall be payable.
"Maturity" means the date on which the principal amount hereof becomes due and
payable, whether at Stated Maturity or earlier by declaration of acceleration,
call for redemption or otherwise. Notwithstanding the foregoing, any interest
that is payable but not punctually paid or duly provided for on any Interest
Payment Date shall forthwith cease to be payable to the registered owner hereof
on such Regular Record Date, and may be paid to the person in whose name this
Note is registered on the close of business on a subsequent record date
established by notice given by mail, by or on behalf of the Company to such
Holder not less than fifteen days preceding such subsequent record date, such
record date to be not less than ten days preceding the date for payment of such
defaulted interest, or may be paid as more fully provided in the Indenture.
"Business Day" means any day, other than a Saturday or Sunday, that is (a) not a
day on which banking institutions are authorized or required by law or
regulation to be closed in The City of New York and (b) with respect to a LIBOR
Note, a London Banking Day. "London Banking Day" means any day on which dealings
in deposits in U.S. Dollars are transacted in the London interbank market. In
connection with any calculations, all percentages will be rounded upwards, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one- millionths of a percentage point being rounded upwards, and all dollar
amounts used in or resulting from such calculations on the Notes will be rounded
to the nearest one cent (with one-half cent being rounded upwards).
B. If this is a Fixed Rate Note, the Company promises to pay
interest on the principal amount from its Original Issue Date at the rate per
annum stated on the face hereof until the principal amount hereof is paid or
made available for payment. Unless otherwise provided on the face hereof, the
Company will pay interest semi-annually each September 1 and March 1 (each an
"Interest Payment Date"), commencing (except as set forth above in the case of a
Note with an Original Issue Date between a Regular Record Date and an Interest
Payment Date) with the Interest Payment Date immediately following the Original
Issue Date and at Maturity. If any Interest Payment Date would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be postponed to
the next day that is a Business Day, and no interest shall accrue by reason of
such delayed payment. Each payment of interest in respect of an Interest Payment
Date shall include interest accrued to but excluding such Interest Payment Date.
Interest on Fixed Rate Notes shall be computed on the basis of a 360-day year of
twelve 30-day months (unless otherwise shown on the face hereof or as specified
below).
C. If this is a Floating Rate Note, the Company promises to pay
interest on the principal amount from its Original Issue Date at a rate or rates
determined in accordance with the provisions below under the headings
"Determination of CD Rate",
-12-
<PAGE>
"Determination of Commercial Paper Rate", "Determination of Federal Funds Rate",
"Determination of LIBOR", "Determination of Prime Rate", or "Determination of
Treasury Rate", depending upon whether the Base Rate specified on the face
hereof is CD Rate, Commercial Paper Rate, Federal Funds Rate, LIBOR, Prime Rate
or Treasury Rate, respectively, until the principal hereof is paid or duly made
available for payment.
The rate of interest on each Floating Rate Note shall be reset on
the day or days specified on the face hereof (each an "Interest Reset Date") on
a daily, weekly, monthly, quarterly, semi-annual or annual basis (the "Interest
Reset Period") as specified on the face hereof. If any Interest Reset Date for
any Floating Rate Note is not a Business Day, such Interest Reset Date shall be
postponed to the next day that is a Business Day, except, (i) if the Base Rate
is LIBOR and such Business Day is in the immediately succeeding calendar month,
such Interest Reset Date shall be the immediately preceding Business Day or (ii)
if the Base Rate is Treasury Rate and the Interest Reset Date falls on a date
which is an auction date (as described below), the Interest Reset Date shall be
the following day that is a Business Day.
The Company will pay interest monthly, quarterly, semi-annually or
annually or otherwise, in each case as specified on the face hereof under
"Interest Payment Period" commencing with the first Interest Payment Date
specified on the face hereof immediately succeeding the Original Issue Date.
Unless otherwise specified on the face hereof, the date or dates on which
interest will be payable (each an "Interest Payment Date") will be, (i) in the
case of Floating Rate Notes with a daily, weekly or monthly Interest Reset
Period, on the third Wednesday of each month or on the third Wednesday of March,
June, September and December of each year, as specified on the face hereof; (ii)
in the case of Floating Rate Notes with a quarterly Interest Reset Period, on
the third Wednesday of March, June, September and December of each year; (iii)
in the case of Floating Rate Notes with a semi-annual Interest Reset Period, on
the third Wednesday of each of the two months specified on the face hereof; and
(iv) in the case of Floating Rate Notes with an annual Interest Reset Period, on
the third Wednesday of one month of each year specified on the face hereof and,
in each case, at Maturity.
If any Interest Payment Date other than at Maturity for any Floating
Rate Note would otherwise be a day that is not a Business Day, such Interest
Payment Date shall be postponed to the next day that is a Business Day, except
that in the case of a LIBOR Note, if such Business Day is in the immediately
succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day. If Maturity for any Floating Rate Note falls on a day
that is not a Business Day, payment of principal, premium, if any, and interest
with respect to such Note will be made on the immediately succeeding Business
Day with the same force and effect as if made on the due date, and no additional
interest shall be payable as a result of such delayed payment.
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<PAGE>
Unless otherwise indicated on the face hereof, interest payments on
each Interest Payment Date and at Maturity for Floating Rate Notes will include
accrued interest from and including the Original Issue Date or the immediately
preceding Interest Payment Date to which interest has been paid or duly provided
for, to but excluding the applicable Interest Payment Date or the date of
Maturity. Accrued interest will be calculated by multiplying the principal
amount of a Floating Rate Note by an accrued interest factor. This accrued
interest factor will be computed by adding the interest factor calculated for
each day in the period for which accrued interest is being calculated. The
interest factor (expressed as a decimal rounded upwards, if necessary, to the
next higher one hundred-thousandth of a percentage point) for each such day will
be computed by dividing the interest rate (calculated as set forth below)
applicable to such day by 360 if the Base Rate is the CD Rate, Commercial Paper
Rate, Federal Funds Rate, LIBOR or Prime Rate, or by the actual number of days
in the year, if the Base Rate is Treasury Rate, as indicated on the face hereof.
The interest rate in effect on each day will be (a) if such day is an Interest
Reset Date, the interest rate with respect to the Interest Determination Date
(as defined below) pertaining to such Interest Reset Date, or (b) if such day is
not an Interest Reset Date, the interest rate with respect to the Interest
Determination Date (as defined below) pertaining to the immediately preceding
Interest Reset Date, subject in either case to any Maximum or Minimum Interest
Rate limitation referred to on the face hereof and to any adjustment by a Spread
and/or a Spread Multiplier referred to on the face hereof; provided, however,
that the interest rate in effect for the period from and including the Original
Issue Date to but excluding the first Interest Reset Date will be the "Initial
Interest Rate" set forth on the face hereof. The interest rate hereon will in no
event be higher than the maximum rate permitted by applicable law.
The interest rate for each Interest Reset Period for a Floating Rate
Note will be the rate determined by the Calculation Agent on the Calculation
Date (as defined below) pertaining to the Interest Determination Date pertaining
to the Interest Reset Date for such Interest Reset Period. Unless otherwise
specified on the face hereof, the "Interest Determination Date" pertaining to an
Interest Reset Date will be, if the Base Rate is the CD Rate, Commercial Paper
Rate, Federal Funds Rate or Prime Rate, the second Business Day immediately
preceding such Interest Reset Date. Unless otherwise specified on the face
hereof, the Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate is LIBOR, the second London Banking Day immediately
preceding such Interest Reset Date. Unless otherwise specified on the face
hereof, the Interest Determination Date pertaining to an Interest Reset Date
will be, if the Base Rate is Treasury Rate, the day of the week in which such
Interest Reset Date falls on which direct obligations of the United States
("Treasury bills") of the Index Maturity specified on the face hereof would
normally be auctioned. Treasury bills are normally sold at auction on Monday of
each week, unless that day is a legal holiday, in which case the auction is
usually held on the following Tuesday, except that such auction may be held on
the preceding Friday. If, as the result of a legal holiday, an
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<PAGE>
auction is so held on the preceding Friday, such Friday will be the Interest
Determination Date pertaining to the Interest Reset Date for any Note the Base
Rate for which is the Treasury Rate occurring in the immediately succeeding
week. If an auction falls on a day that is an Interest Reset Date for any Note
the Base Rate for which is the Treasury Rate, such Interest Reset Date will be
the first Business Day immediately following such auction date.
Unless otherwise specified on the face hereof, the "Calculation
Date", where applicable, pertaining to an Interest Determination Date will be
the earlier of (i) the tenth calendar day after such Interest Determination Date
or if such day is not a Business Day, the immediately succeeding Business Day or
(ii) the Business Day preceding the applicable Interest Payment Date or
Maturity, as the case may be.
Subject to applicable provisions of law and except as specified
herein, on each Interest Reset Date the rate of interest shall be the rate
determined in accordance with the provisions of the applicable heading below.
DETERMINATION OF CD RATE. If the Base Rate indicated on the face
hereof is the CD Rate, the interest rate shall equal the rate on each Interest
Determination Date specified on the face hereof for negotiable certificates of
deposit having the Index Maturity specified on the face hereof, as such rate is
published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates", or any successor
publication of the Board of Governors of the Federal Reserve System
("H.15(519)") under the heading "CDs (Secondary Market)" or, if such rate is not
so published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the CD Rate for such Interest
Determination Date will be the rate on such Interest Determination Date for
negotiable certificates of deposit of the specified Index Maturity as published
by the Federal Reserve Bank of New York in its daily statistical release
"Composite 3:30 P.M. Quotations for U.S. Government Securities" or any successor
publication of the Federal Reserve Bank of New York ("Composite Quotations")
under the heading "Certificates of Deposit". If such rate is not published in
either H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on
the Calculation Date pertaining to such Interest Determination Date, then the CD
Rate for such Interest Determination Date will be calculated by the Calculation
Agent and will be the arithmetic mean of the secondary market offered rates as
of 10:00 A.M., New York City time, on such Interest Determination Date, of three
leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The
City of New York selected by the Calculation Agent for negotiable certificates
of deposit of major United States money center banks of the highest credit
standing (in the market for negotiable certificates of deposit) with a remaining
maturity closest to the specified Index Maturity in a denomination of
$5,000,000. In each of the above cases, the rate shall be adjusted by the
addition or subtraction of the Spread, if any, specified on the face hereof, or
by multiplication by the Spread Multiplier, if any, specified on the face
hereof. If the dealers selected as
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<PAGE>
aforesaid by the Calculation Agent are not quoting as set forth above, the CD
Rate with respect to such Interest Determination Date will be the CD Rate in
effect immediately prior to such Interest Determination Date.
DETERMINATION OF COMMERCIAL PAPER RATE. If the Base Rate indicated
on the face hereof is the Commercial Paper Rate, the interest rate shall equal
the Money Market Yield (calculated as described below) of the rate on each
Interest Determination Date specified on the face hereof for commercial paper
having the Index Maturity specified on the face hereof, as such rate is
published in H.15(519), under the heading "Commercial Paper" or, if such rate is
not published by 3:00 P.M., New York City time, on the Calculation Date
pertaining to such Interest Determination Date, the Commercial Paper Rate for
such Interest Determination Date will be the Money Market Yield of the rate on
such Interest Determination Date for commercial paper having the specified Index
Maturity as published in Composite Quotations under the heading "Commercial
Paper". If such rate is not published in either H.15(519) or Composite
Quotations by 3:00 P.M., New York City time, on the Calculation Date pertaining
to such Interest Determination Date, then the Commercial Paper Rate for such
Interest Determination Date shall be calculated by the Calculation Agent and
shall be the Money Market Yield of the arithmetic mean of the offered rates as
of 11:00 A.M., New York City time, on such Interest Determination Date of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent for commercial paper having the specified Index Maturity,
placed for an industrial issuer whose bond rating is "AA", or the equivalent,
from a nationally recognized rating agency. In each of the above cases, the rate
shall be adjusted by the addition or subtraction of the Spread, if any,
specified on the face hereof, or by multiplication by the Spread Multiplier, if
any, specified on the face hereof. If the dealers selected as aforesaid by the
Calculation Agent are not quoting offered rates as specified herein, the
Commercial Paper Rate with respect to such Interest Determination Date will be
the Commercial Paper Rate in effect immediately prior to such Interest
Determination Date.
"Money Market Yield" means a yield (expressed as a percentage
rounded to the nearest one hundred-thousandth of a percentage point) calculated
in accordance with the following formula:
Money Market Yield = D X 360
---------------------------------- X 100
360 - (D X M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the interest period for which interest is being calculated.
DETERMINATION OF FEDERAL FUNDS RATE. If the Base Rate indicated on
the face hereof is the Federal Funds Rate, the interest rate shall equal the
rate on each Interest Determination Date specified on the face hereof for
Federal Funds as
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<PAGE>
published in H.15(519) under the heading "Federal Funds (Effective)" or, if such
rate is not so published by 3:00 P.M., New York City time, on the Calculation
Date pertaining to such Interest Determination Date, the Federal Funds Rate for
such Interest Determination Date will then be the rate on such Interest
Determination Date as published in Composite Quotations under the heading
"Federal Funds/ Effective Rate". If such rate is not published in either
H.15(519) or Composite Quotations by 3:00 P.M., New York City time, on the
Calculation Date pertaining to such Interest Determination Date, then the
Federal Funds Rate for such Interest Determination Date will be calculated by
the Calculation Agent and will be the arithmetic mean of the rates, as of 9:00
A.M., New York City time, on such Interest Determination Date, for the last
transaction in overnight Federal Funds arranged by three leading brokers of
Federal Funds transactions in The City of New York selected by the Calculation
Agent. In each of the above cases the rate shall be adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
If the brokers selected as aforesaid by the Calculation Agent are not quoting as
set forth above, the Federal Funds Rate with respect to such Interest
Determination Date will be the Federal Funds in effect immediately prior to such
Interest Determination Date.
DETERMINATION OF LIBOR. If the Base Rate indicated on the face
hereof is LIBOR, the interest rate with respect to each Interest Determination
Date specified on the face hereof shall be determined in accordance with the
following provisions:
(i) With respect to any such Interest Determination Date, LIBOR will
be either: (a) if "LIBOR Reuters" is specified on the face hereof,
the arithmetic mean of the offered rates (unless the specified
designated LIBOR Page (as defined below) by its terms provides only
for a single rate, in which case such single rate shall be used) for
deposits in United States dollars having the Index Maturity
designated on the face hereof, commencing on the second London
Banking Day immediately following the Interest Determination Date,
which appear on the Designated LIBOR Page specified on the face
hereof as of 11:00 A.M., London time, on such Interest Determination
Date, if at least two such offered rates appear (unless, as
aforesaid, only a single rate is required) on such Designated LIBOR
Page, or (b) if "LIBOR Telerate" is specified on the face hereof,
the rate for deposits in United States dollars having the Index
Maturity specified on the face hereof, commencing on the second
London Banking Day immediately following such Interest Determination
Date, which appears on the Designated LIBOR Page specified on the
face hereof as of 11:00 A.M., London time, on that Interest
Determination Date. Notwithstanding the foregoing, if fewer than two
offered rates appear on the Designated LIBOR Page with respect to
LIBOR Reuters (unless the specified Designated LIBOR Page with
respect to LIBOR Reuters by its terms provides only for a single
rate, in which case such single rate shall
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be used), or if no rate appears on the Designated LIBOR Page with
respect to LIBOR Telerate, whichever may be applicable, LIBOR in
respect of the related Interest Determination Date will be
determined as if the rate described in clause (ii) below had been
specified.
(ii) With respect to any such Interest Determination Date on which
fewer than two offered rates appear on the Designated LIBOR Page
with respect to LIBOR Reuters (unless the Designated LIBOR Page by
its terms provides only for a single rate, in which case such single
rate shall be used), or if no rate appears on the Designated LIBOR
page with respect to LIBOR Telerate, as the case may be, the
Calculation Agent will request the principal London office of each
of four major banks in the London interbank market selected by the
Calculation Agent to provide the Calculation Agent with its offered
rate quotation for deposits in United States dollars for the period
of the Index Maturity specified on the face hereof, commencing on
the second London Banking Day immediately following such Interest
Determination Date, to prime banks in the London interbank market as
of 11:00 A.M., London time, on such Interest Determination Date and
in a principal amount that is representative for a single
transaction in United States dollars in such market at such time. If
at least two such quotations are provided, LIBOR determined on such
Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two quotations are provided, LIBOR
determined on such Interest Determination Date will be the
arithmetic mean of the rates quoted as of 11:00 A.M. in The City of
New York, on such Interest Determination Date by three major banks
in The City of New York selected by the Calculation Agent for loans
in United States dollars to leading banks, having the Index Maturity
specified on the face hereof in a principal amount that is
representative for a single transaction in United States dollars in
such market at such time.
In each of the above cases the rate shall be adjusted by the addition or
subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
If the banks selected as aforesaid by the Calculation Agent are not quoting as
set forth above, LIBOR determined on such Interest Determination Date will be
LIBOR in effect on such Interest Determination Date.
"Designated LIBOR Page" means either (a) the display on the Reuters
Monitor Money Rates Service for the purpose of displaying the London interbank
rates of major banks for United States dollars (if "LIBOR Reuters" is designated
on the face hereof), or (b) the display on the Dow Jones Telerate Service for
the purpose of displaying the London interbank rates of major banks for United
States dollars (if "LIBOR Telerate" is designated on the face hereof). If
neither LIBOR Reuters nor
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LIBOR Telerate is specified on the face hereof, LIBOR will be determined as if
LIBOR Telerate (page 3750) had been chosen.
DETERMINATION OF PRIME RATE. If the Base Rate indicated on the face
hereof is the Prime Rate, the interest rate shall equal the rate on each
Interest Determination Date specified on the face hereof as published in
H.15(519) under the heading "Bank Prime Loan". If such rate is not so published
by 3:00 P.M., New York City time, on the Calculation Date pertaining to such
Interest Determination Date, the Prime Rate for such Interest Determination Date
shall be calculated by the Calculation Agent and shall be the arithmetic mean of
the rates of interest publicly announced by each bank named on the Reuters
Screen USPRIME 1 Page as such bank's prime rate or base lending rate as in
effect for such Interest Determination Date as quoted on the Reuters Screen
USPRIME 1 Page on such Interest Determination Date, or, if fewer than four such
rates appear on the Reuters Screen USPRIME 1 Page for such Interest
Determination Date, the rate shall be the arithmetic mean of the prime rates
quoted on the basis of the actual number of days in the year divided by 360 as
of the close of business on such Interest Determination Date by at least two of
the three major money center banks in The City of New York selected by the
Calculation Agent. If fewer than two quotations are provided as aforesaid, the
Prime Rate for such Interest Determination Date shall be calculated by the
Calculation Agent and shall be the arithmetic mean of the prime rates quoted in
The City of New York on such date by the appropriate number of substitute banks
or trust companies organized and doing business under the laws of the United
States, or any State thereof, in each case having total equity capital of at
least U.S. $500 million and being subject to supervision or examination by a
Federal or state authority, selected by the Calculation Agent to quote such rate
or rates. In each of the above cases, the rate shall be adjusted by the addition
or subtraction of the Spread, if any, specified on the face hereof, or by
multiplication by the Spread Multiplier, if any, specified on the face hereof.
If the Prime Rate is not published in H.15(519) and the banks or
trust companies selected as aforesaid are not quoting as mentioned in the
preceding paragraph, the Prime Rate with respect to such Interest Determination
Date will be the Prime Rate in effect immediately prior to such Interest
Determination Date. "Reuters Screen USPRIME 1 Page" means the display designated
as page "USPRIME 1" on the Reuters Monitor Money Rate Service (or such other
page as may replace page USPRIME 1 on that service for the purpose of displaying
prime rates or base lending rates of major United States banks).
DETERMINATION OF TREASURY RATE. If the Base Rate indicated on the
face hereof is the Treasury Rate, the interest rate shall equal the rate on each
Interest Determination Date specified on the face hereof applicable to the most
recent auction of direct obligations of the United States ("Treasury bills")
having the Index Maturity specified on the face hereof, as such rate is set
forth in H.15(519) under the heading "Treasury Bills - auction average
(Investment)" or, if not so made available by 3:00
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P.M., New York City time, on the Calculation Date pertaining to such Interest
Determination Date, the Treasury Rate for such Interest Determination Date will
be the auction average rate (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) as
otherwise announced by the United States Department of the Treasury. In the
event that the results of the auction of Treasury bills having the specified
Index Maturity are not reported as provided above by 3:00 P.M., New York City
time, on such Calculation Date or if no such auction is held in a particular
week, then the Treasury Rate shall be calculated by the Calculation Agent and
shall be the yield to maturity (expressed as a bond equivalent on the basis of a
year of 365 or 366 days, as applicable, and applied on a daily basis) of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Interest Determination Date, of three leading
primary United States government securities dealers selected by the Calculation
Agent for the issue of Treasury bills with a remaining maturity closest to the
specified Index Maturity. In each of the above cases the rate shall be adjusted
by the addition or subtraction of the Spread, if any, specified on the face
hereof, or by multiplication by the Spread Multiplier, if any, specified on the
face hereof. If the dealers selected as aforesaid by the Calculation Agent are
not quoting as mentioned in this paragraph, the Treasury Rate with respect to
such Interest Determination Date shall be the Treasury Rate in effect
immediately prior to such date.
Initially, The Bank of New York shall be the Calculation Agent. The
Calculation Agent shall calculate the interest rate hereon in accordance with
the foregoing and will confirm in writing such calculation to the Trustee and
any Paying Agent immediately after each determination. Neither the Trustee nor
any Paying Agent shall be responsible for any such calculation. At the request
of the Holder hereof the Calculation Agent will provide to the Holder hereof the
interest rate hereon then in effect and, if determined, the interest rate which
will become effective as of the next Interest Reset Date.
INTEREST RATE RESET. If specified on the face hereof, the Company
has the option to reset the interest rate, in the case of a Fixed Rate Note, or
to reset the Spread and/or Spread Multiplier, in the case of a Floating Rate
Note, on the date or dates specified on the face hereof (each an "Optional Reset
Date") and on the basis or formula, if any, for such resetting specified on the
face hereof.
The Company may exercise such option by notifying the Paying Agent
of such exercise at least 45 but not more than 60 days prior to an Optional
Reset Date for this Note. Not later than 40 days prior to such Optional Reset
Date, the Paying Agent will send to the Holder hereof a Notice (the "Reset
Notice"), by facsimile transmission, hand delivery or letter (first class,
postage prepaid), setting forth (i) the election of the Company to reset the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, (ii) such new interest rate or
such new Spread and/or Spread Multiplier, as the case may be, and (iii) the
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provisions, if any, for redemption during the period from such Optional Reset
Date to the next Optional Reset Date or, if there is no such next Optional Reset
Date, to the Stated Maturity of the principal amount of this Note (each period a
"Subsequent Interest Period"), including the date or dates on which or the
period or periods during which and the price or prices at which such redemption
may occur during such Subsequent Interest Period.
Notwithstanding the foregoing, not later than 20 days prior to an
Optional Reset Date for a Note, the Company may, at its option, revoke the
interest rate, in the case of a Fixed Rate Note, or the Spread and/or Spread
Multiplier, in the case of a Floating Rate Note, in either case provided for in
the Reset Notice and establish a higher interest rate, in the case of a Fixed
Rate Note, or a new Spread and/or Spread Multiplier which results in a higher
interest rate, in the case of a Floating Rate Note, for the Subsequent Interest
Period commencing on such Optional Reset Date by causing the Paying Agent to
send by facsimile transmission, hand delivery or letter (first class, postage
prepaid) notice of such higher interest rate or new Spread and/or Spread
Multiplier, as the case may be, to the Holder. Such notice shall be irrevocable.
All Notes with respect to which the interest rate or Spread and/or Spread
Multiplier is reset on an Optional Reset Date will bear such higher interest
rate, in the case of a Fixed Rate Note, or new Spread and/or Spread Multiplier,
in the case of a Floating Rate Note.
If the Company elects to reset the interest rate or the Spread
and/or Spread Multiplier on an Optional Reset Date, the Holder will have the
option to elect repayment by the Company on such Optional Reset Date at a price
equal to the principal amount thereof plus any accrued interest to such Optional
Reset Date. In order for a Note to be so repaid on an Optional Reset Date on
which the interest rate or the Spread and/or Spread Multiplier is reset, the
Holder must follow the procedures set forth in paragraph 5 below for optional
repayment, except that the period for delivery of such Note or notification to
the Paying Agent shall be at least 25 but not more than 35 days prior to such
Optional Reset Date and except that a Holder who has tendered a Note for
repayment pursuant to a Reset Notice may, by written notice to the Paying Agent,
revoke any such tender for repayment until 5:00 p.m. New York City time on the
tenth day, whether or not a Business Day, prior to such Optional Reset Date.
EXTENDIBLE NOTES. If specified on the face hereof, the Company has
the option to extend the Stated Maturity of this Note for one or more periods of
from one to five whole years (each an "Extension Period") up to but not beyond
the date of final maturity, which shall in no event be more than thirty years
from the Original Issue Date of this Note (the "Final Maturity Date"), and
Exhibit A hereto will set forth each applicable Extension Period, the Final
Maturity Date and any other terms and conditions applicable to such option.
The Company may exercise such option by notifying the
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Paying Agent of such exercise at least 45 but not more than 60 calendar days
prior to the Stated Maturity of this Note in effect prior to the exercise of
such option (the "Original Stated Maturity Date"). If the Company so notifies
the Paying Agent of such exercise, the Paying Agent will send, not later than 40
calendar days prior to the Original Stated Maturity Date, by facsimile
transmission, hand delivery or letter (first class, postage prepaid), to the
Holder hereof a notice (the "Extension Notice") relating to such Extension
Period, indicating (i) that the Company has elected to extend the Stated
Maturity of this Note, (ii) the new Stated Maturity, (iii) in the case of a
Fixed Rate Note, the interest rate applicable to the Extension Period or, in the
case of a Floating Rate Note, the Spread and/or Spread Multiplier applicable to
the Extension Period, and (iv) the provisions, if any, for redemption during the
Extension Period, including the date or dates on which or the period or periods
during which and the price or prices at which such redemption may occur during
the Extension Period. Upon the sending by the Paying Agent of an Extension
Notice to the Holder hereof, the Stated Maturity of this Note shall be extended
automatically, and, except as modified by the Extension Notice and as described
in the next two paragraphs, this Note will have the same terms as prior to the
sending of such Extension Notice.
Notwithstanding the foregoing, not later than 20 calendar days prior
to the Original Stated Maturity Date of a Note, the Company may, at its option,
revoke the interest rate, in the case of a Fixed Rate Note, or the Spread and/or
Spread Multiplier, in the case of a Floating Rate Note, provided for in the
Extension Notice and establish a higher interest rate, in the case of a Fixed
Rate Note, or a new Spread and/or Spread Multiplier which results in a higher
interest rate, in the case of a Floating Rate Note, for the Extension Period by
causing the Paying Agent to send by facsimile transmission, hand delivery or
letter (first class, postage prepaid) notice of such higher interest rate or new
Spread and/or Spread Multiplier, as the case may be, to the Holder of such Note.
Such notice shall be irrevocable. All Notes with respect to which the Stated
Maturity is extended will bear such higher interest rate, in the case of a Fixed
Rate Note, or new Spread and/or Spread Multiplier, in the case of a Floating
Rate Note, for the Extension Period, whether or not tendered for repayment as
provided in the next paragraph.
If the Company elects to extend the Stated Maturity of a Note, the
Holder of such Note will have the option to elect repayment of such Note by the
Company on the Original Stated Maturity Date at a price equal to the principal
amount thereof plus any accrued and unpaid interest to such date. In order for
a Note to be so repaid on the Original Stated Maturity Date, the Holder must
follow the procedures set forth in paragraph 5 below
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<PAGE>
for optional repayment, except that the period for delivery of such Note or
notification to the Paying Agent shall be at least 25 but not more than 35
calendar days prior to the Original Stated Maturity Date. A Holder who has
tendered a Note for repayment following receipt of an Extension Notice may
revoke such tender for repayment by written notice to the Paying Agent received
prior to 5:00 P.M., New York City time, on the tenth day prior to the Original
Stated Maturity Date.
COMBINATION OF PROVISIONS. If so specified on the face hereof, this
Note may be subject to all of the provisions, or any combination of the
provisions, described above under "Interest Rate Reset" and "Extendible Notes".
3. Payments of interest (other than interest payable at Maturity)
will be made by mailing a check to the Holder at the address of the Holder
appearing on the Securities Register on the applicable Regular Record Date,
unless otherwise agreed to by the Company. The principal amount hereof and any
premium and the interest payable at Maturity will be paid at Maturity against
presentation of this Note at the office or agency of the Company maintained for
that purpose in the Borough of Manhattan, The City of New York, or as otherwise
provided in the Indenture.
4. If specified on the face hereof, this Note may be redeemed, as a
whole or from time to time in part, at the option of the Company, on not less
than 30 nor more than 60 days' prior notice given as provided in the Indenture,
on any Redemption Date(s) and at the related Redemption Price(s) (expressed as a
percentage of the principal amount hereof) set forth on the face hereof,
together with interest accrued and unpaid hereon to such Redemption Date. If no
such Redemption Date is set forth on the face hereof, this Note may not be so
redeemed prior to the Maturity Date specified on the face hereof. If fewer than
all the Outstanding Notes of like tenor and terms are to be redeemed, the
particular Notes to be redeemed shall be selected by the Trustee not more than
60 days prior to the Redemption Date from the Outstanding Notes of like tenor or
terms not previously called for redemption. Such selection shall be of principal
amounts in increments of $1,000 (provided that any remaining principal of any
Note shall be at least $1,000). Subject to the immediately preceding sentence,
such selection shall be made by any method as the Trustee deems fair and
appropriate. The notice of such redemption shall specify which Notes are to be
redeemed. In the event of redemption of this Note in part only, a new Note or
Notes of this series of like tenor or terms for the unredeemed portion hereof
will be issued to the Holder hereof upon the cancellation hereof.
5. If specified on the face hereof, this Note will be subject to
repayment at the option of the Holder hereof on the Repayment Date(s) and at the
related Repayment Price(s) (expressed as a percentage of the principal amount
hereof) indicated on the face hereof. If no such Repayment Date is set forth on
the face hereof, this Note may not be so repaid prior to the Maturity Date
specified on the face
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<PAGE>
hereof. On each Repayment Date, if any, this Note shall be repayable in whole or
in part at the option of the Holder hereof at the applicable Repayment Price set
forth on the face hereof, together with interest accrued and unpaid hereon to
such Repayment Date. In order for this Note to be repaid in whole or in part at
the option of the Holder hereof, the Paying Agent must receive not less than 30
but not more than 45 days prior to the Repayment Date (i) the Note with the form
entitled "Option to Elect Repayment" below duly completed or (ii) a facsimile
transmission or a letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or a trust
company in the United States of America setting forth the name of the Holder of
the Note, the principal amount of the Note, the certificate number of the Note
or a description of the Note's tenor or terms, the principal amount of the Note
to be repaid, a statement that the option to elect repayment is being exercised
thereby and a guarantee that the Note to be repaid with the form entitled
"Option to Elect Repayment" on the reverse of the Note duly completed will be
received by such Paying Agent no later than five Business Days after the date of
such facsimile transmission or letter and such Note and form duly completed are
received by such Paying Agent by such fifth Business Day. Exercise of such
repayment option shall be irrevocable. Such option may be exercised by the
Holder for less than the entire principal amount provided that the principal
amount remaining outstanding after repayment is an authorized denomination.
6. If an Event of Default with respect to the Notes shall occur and
be continuing, the principal of all of the Notes may be declared due and payable
in the manner and with the effect provided in the Indenture. If this is an
Original Issue Discount Note and the principal amount hereof is declared to be
due and payable, the amount of principal due and payable with respect to this
Note shall be limited to the Amortized Face Amount of this Note as of the date
of such declaration. If this Note is an Original Discount Note that does not
bear stated interest, the "Amortized Face Value" hereof shall be the sum of (i)
the aggregate principal amount of this Note multiplied by the Issue Price
(expressed as a percentage of the aggregate principal amount) indicated on the
face hereof plus (ii) the portion of the difference between the dollar amount
determined pursuant to the preceding clause (i) and the principal amount of this
Note that has accrued at the Yield to Maturity set forth on the face hereof
(computed in accordance with generally accepted financial practices in effect on
the date of declaration) to such date of declaration, but in no event shall the
Amortized Face Amount of this Note exceed the principal amount hereof. An
Original Issue Discount Note is a Note, including any Zero-Coupon Note, that has
a stated redemption price at its Maturity Date that exceeds its Issue Price by
at least 0.25% of its principal amount, multiplied by the number of full years
from the Original Issue Date to the Maturity Date for such Note and any other
Note designated by the Company as issued with original issue discount for United
States federal income tax purposes.
7. The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company
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and the rights of the Holders of the Securities under the Indenture at any time
by the Company with the consent of the Holders of not less than a majority in
principal amount of the Securities at the time Outstanding of all series to be
affected thereby (voting as one class). The Indenture also contains provisions
permitting the Holders of a majority in principal amount of the Securities of
any series at the time Outstanding, on behalf of the Holders of all Securities
of such series, to waive compliance by the Company with certain provisions of
the Indenture and past defaults under the Indenture and their consequences with
respect to such series. In the case of any such waiver, the Holder of this Note
shall be restored to his former position and rights hereunder, such default
shall cease to exist and be deemed to have been cured and not to have occurred,
and any related Event of Default shall be deemed to have been cured, and not to
have occurred for every purpose of the Indenture; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.
8. No reference herein to the Indenture and no provision of this
Note or of the Indenture shall affect or impair the obligation of the Company,
which is unconditional and absolute, to pay the principal of and premium, if
any, and interest on this Note at the places, at the times, at the rates, in the
amounts and in the coin or currency as prescribed herein and in the Indenture.
9. Notes will be issued in denominations of $1,000 and integral
multiples thereof.
10. As provided in the Indenture and subject to certain limitations
therein set forth, this Note is transferable on the Securities Register of the
Company, upon surrender of this Note for registration of transfer at the office
or agency of the Company to be maintained for that purpose in The City of New
York. Every Note presented for registration of transfer shall (if so required by
the Company or the Securities Registrar) be duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Securities Registrar duly executed, by the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Notes of like tenor and
terms of authorized denominations and for the same aggregate principal amount
will be issued to the designated transferee or transferees.
The Company shall not be required (i) to issue, register the
transfer of or exchange Notes to be redeemed for a period of fifteen days
preceding the date of the mailing of the notice of redemption, or (ii) to
register the transfer of or to exchange any such Note or portion thereof
selected for redemption, except the unredeemed portion of any such Note being
redeemed in part.
No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of a Note for registration of transfer, the Company,
the Trustee and any
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agent of the Company or the Trustee may treat the person in whose name a Note is
registered as the owner hereof for all purposes whether or not such Note be
overdue and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
11. Unless otherwise defined herein, all terms used in this Note
which are defined in the Indenture shall have the meaning assigned to them in
the Indenture.
12. The Indenture and this Note shall for all purposes be governed
by, and construed in accordance with, the laws of the State of Maine, and for
all purposes this Indenture shall be construed in accordance with the laws of
said State, except that the rights and duties of the Trustee shall be governed
by the laws of the State of New York.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto
- ----------------------------------- ----------------------------------------
Please insert social security Please print or typewrite
or other identifying number name and address of assignee
of assignee
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
the within Note of Central Maine Power Company and does hereby irrevocably
constitute and appoint ______________________________ attorney to transfer the
said Note on the books of the within-mentioned Company, with full power of
substitution in the premises.
Dated:
------------------ ----------------------------------------
Notice: The signature on this
assignment must correspond with the name
as written upon the face of the Note in
every particular without alteration or
enlargement or any change whatsoever.
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<PAGE>
OPTION TO ELECT REPAYMENT*
The undersigned hereby irrevocably requests and instructs the
Company to repay the within Note (or portion hereof specified below) pursuant to
its terms at a price equal to the applicable Repayment Price thereof together
with interest to the Repayment Date, to the undersigned at
__________________________
- --------------------------------------------------------------------------------
Please print or typewrite name and address
of the undersigned
If less than the entire principal amount of the within Note is to be
repaid, specify the portion thereof that the Holder elects to have repaid
_____________________________________ and specify the denomination or
denominations (which shall be in authorized denominations) of the Notes to be
issued to the Holder for the portion of the within Note not being repaid (in the
absence of any such specification, one such Note will be issued for the portion
not being repaid): ____________________________.
Dated:
------------------ ----------------------------------------
Signature
* NOTE: This option is NOT available to a holder unless this Note contains
an express provision granting to the holder hereof an option to elect
repayment.
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<PAGE>
Exhibit 5.1
Central Maine Power Company
83 Edison Drive, Augusta, Maine 04336
(207) 623-3521
May 4, 2000
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Re: Central Maine Power Company - $500,000,000 of Medium-
Term Notes, Series E, Due from Nine Months to Thirty
Years from the Date of Issue
-----------------------------------------------------
Ladies and Gentlemen:
In connection with the proposed issue and sale of up to $500,000,000
in aggregate principal amount of Medium-Term Notes, Series E (the "Series E
Notes") of Central Maine Power Company (the "Company") to be issued under the
Indenture between the Company and The Bank of New York, as trustee (the
"Trustee"), dated as of August 1, 1989, and indentures supplemental thereto,
including a supplemental indenture to be entered into in connection with the
Series E Notes (collectively, the "Indenture"), I, as your corporate counsel,
have examined such corporate records, certificates and other documents as I have
considered necessary for the purpose of this opinion.
Upon the basis of the foregoing, I am of the opinion that:
(a) the Company has been duly organized and is validly existing
under the laws of the State of Maine with powers adequate for the making
of the Indenture and the issue thereunder and the sale of the Series E
Notes;
(b) when (i) the Registration Statement that is being filed with the
Securities and Exchange Commission with respect to the Series E Notes has
become effective under the Securities Act of 1933, as amended (the "Act"),
(ii) all orders, consents or other authorizations, approvals or waivers of
jurisdiction of or by the Maine Public Utilities Commission and the
Connecticut Department of Public Utility Control required for the valid
issuance and sale of the Series E Notes have been obtained, and (iii) the
Prospectus relating to the Series E Notes has been duly supplemented with
respect to a particular Series E Note being issued, and such supplement
thereto duly filed under the Act, no further authorization, consent or
approval by any regulatory authority will be required for
<PAGE>
Central Maine Power Company
May 4, 2000
Page 2
the valid issuance and sale of such Series E Note (except under the
so-called "blue-sky" or securities laws of the several states, as to the
applicability of which I do not express an opinion);
(c) when, with respect to each Series E Note, such officer or
officers as may be authorized by the Board of Directors has or have
approved the terms of a particular Series E Note being issued, then such
Series E Note will have been duly authorized by the Company;
(d) upon the execution and filing with the Trustee of the proper
papers with respect to the Series E Notes, the Series E Notes will be
issuable under the terms of the Indenture; and
(e) upon the execution and delivery of a supplemental indenture
relating to the Series E Notes and the execution, authentication and
delivery of a particular Series E Note in accordance with the corporate
and governmental authorizations and instruments referred to above,
including the Indenture, such Series E Note will be a valid and legally
binding obligation of the Company and will be entitled to the benefits
provided by the Indenture on a parity with the other series of securities
now outstanding thereunder and with other securities that may hereafter be
issued thereunder pursuant to the terms thereof.
I consent to the filing of this opinion with and as a part of said
Registration Statement and to the use of my name in said Registration Statement
and in the related Prospectus, and in any amendments or supplements to either
thereof, under the caption "Legal Opinions".
Very truly yours,
/s/ William M. Finn
----------------------------------------
William M. Finn
<PAGE>
Exhibit 5.2
LeBOEUF, LAMB, GREENE & MacRAE
L.L.P.
A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
125 West 55th Street
New York, NY 10019-5389
(212) 424-8000
Facsimile: (212) 424-8500
May 4, 2000
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Re: Central Maine Power Company - $500,000,000 of Medium-
Term Notes, Series E, Due from Nine Months to Thirty
Years from the Date of Issue
-----------------------------------------------------
Ladies and Gentlemen:
We are acting as special counsel for Central Maine Power Company
(the "Company") in connection with the proposed issuance and sale of up to
$500,000,000 in aggregate principal amount of Medium-Term Notes, Series E (the
"Series E Notes") of the Company pursuant to the Indenture between the Company
and The Bank of New York, as trustee (the "Trustee"), dated as of August 1,
1989, and indentures supplemental thereto, including a supplemental indenture to
be entered into in connection with the Series E Notes (collectively, the
"Indenture").
As such special counsel, we have examined such corporate records,
certificates and other documents as we have deemed necessary for the purposes of
this opinion. In performing our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals,
the conformity to the original documents of all documents submitted to us as
copies and the authenticity of the originals of such latter documents. As to any
facts material to our opinion, we have, when relevant facts were not
independently established, relied upon the aforesaid records, certificates and
documents. With respect to matters governed by law other than the law of the
State of New York and the Federal law of the United States of America
(including, without limitation, matters pertaining to the benefits provided by
the Indenture to the holders of the Series E Notes), we have relied solely upon
the opinion being delivered to you on the date hereof by William M. Finn, Esq.,
corporate counsel of the Company.
<PAGE>
Central Maine Power Company
May 4, 2000
Page 2
Based on the foregoing examination and subject to the limitations
and qualifications contained in this letter, we are of the opinion that:
(a) when (i) the Registration Statement that is being filed with the
Securities and Exchange Commission with respect to the Series E Notes has
become effective under the Securities Act of 1933, as amended (the "Act"),
(ii) all orders, consents or other authorizations, approvals or waivers of
jurisdiction of or by the Maine Public Utilities Commission and the
Connecticut Department of Public Utility Control required for the valid
issuance and sale of the Series E Notes have been obtained, and (iii) the
Prospectus relating to the Series E Notes has been duly supplemented with
respect to a particular Series E Note being issued, and such supplement
thereto duly filed under the Act, no further authorization, consent or
approval by any regulatory authority will be required for the valid
issuance and sale of such Series E Note (except under the so-called
"blue-sky" or securities laws of the several states, as to the
applicability of which we do not express an opinion);
(b) when, with respect to each Series E Note, such officer or
officers as may be authorized by the Board of Directors of the Company has
or have approved the terms of a particular Series E Note being issued,
then such Series E Note will have been duly authorized by the Company;
(c) upon the execution and filing with the Trustee of the proper
papers with respect to the Series E Notes, the Series E Notes will be
issuable under the terms of the Indenture; and
(d) upon the execution and delivery of a supplemental indenture
relating to the Series E Notes and the execution, authentication and
delivery of a particular Series E Note in accordance with the corporate
and governmental authorizations and instruments referred to above,
including the Indenture, such Series E Note will be a valid and legally
binding obligation of the Company and will be entitled to the benefits
provided by the Indenture on a parity with the other series of securities
now outstanding thereunder and with other securities that may hereafter be
issued thereunder pursuant to the terms thereof.
We consent to the filing of this opinion with and as a
part of said Registration Statement and to the use of our name in said
Registration Statement and in the related Prospectus, and in any amendments or
supplements to either thereof, under the caption "Legal Opinions".
Very truly yours,
/s/ LeBoeuf, Lamb, Greene & MacRae L.L.P.
-----------------------------------------
<PAGE>
EXHIBIT 12.1
CENTRAL MAINE POWER COMPANY
CONSOLIDATED COMPUTATION OF EARNINGS TO FIXED CHARGES
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
FOR TWELVE MONTHS ENDING DECEMBER 31,
----------------------------------------------------
1999 1998 1997 1996 1995
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Earnings:
Net Income.............................. $ 68,740 $ 54,823 $ 13,424 $ 60,230 $ 37,978
Federal and state income taxes.......... 52,090 38,433 8,161 32,021 16,032
Fixed charges........................... 36,328 53,629 53,458 51,628 52,559
-------- -------- -------- -------- --------
Registrant's Subtotal................. 157,158 146,885 75,043 143,879 106,569
Majority-owned companies:
Minority interest in income............. 719 206 233 48 23
Federal and state income taxes.......... 316 1,059 1,608 1,436 974
Fixed charges........................... -- -- 149 20 1
Less--Undistributed income of less than
50%-owned subsidiaries.................. (1,786) (451) 3,115 315 1,335
-------- -------- -------- -------- --------
Total................................. $159,979 $148,601 $ 73,918 $145,068 $106,232
======== ======== ======== ======== ========
Fixed Charges:
Interest on long-term debt.............. $ 23,451 $ 41,113 $ 41,318 $ 43,611 $ 45,823
Amortization of debt discount and
expense, less premium................. 831 1,416 2,040 1,348 1,328
Interest on short-term debt and other
interest.............................. 9,872 8,286 7,660 4,341 3,244
Interest component of rental charges
(Note A).............................. 2,174 2,814 2,441 2,328 2,164
-------- -------- -------- -------- --------
Registrant's Subtotal................. 36,328 53,629 53,459 51,628 52,559
Fixed charges of majority-owned
companies............................. -- -- 149 20 1
-------- -------- -------- -------- --------
$ 36,328 $ 53,629 $ 53,608 $ 51,648 $ 52,560
======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges........ 4.4 2.8 1.4 2.8 2.0
</TABLE>
Note A: The interest component of rental charges includes the estimated
interest component of certain lease rental and one-third of all other
rentals.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 27, 2000, relating to the
consolidated financial statements and financial statement schedule, which
appears in Central Maine Power Company's Annual Report on Form 10-K for the year
ended December 31, 1999. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Portland, Maine
May 4, 2000
<PAGE>
EXHIBIT 23.4
[LETTERHEAD OF DAY, BERRY & HOWARD LLP]
May 3, 2000
Central Maine Power Company
83 Edison Drive
Augusta, Maine 04336
Re: $500,000,000 in Aggregate Principal Amount of Medium-Term Notes,
Series E (the "Notes") of Central Maine Power Company (the "Company")
Dear Ladies and Gentlemen:
We hereby consent to the use of our name under the caption "Legal Opinions"
in the Company's Registration Statement on Form S-3 and any amendments or
supplements thereto pursuant to which the offering of the Notes is being
registered under the Securities Act of 1933.
Very truly yours,
/s/ Day, Berry & Howard LLP
Day, Berry & Howard LLP
RPK/fksd
<PAGE>
EXHIBIT 25
================================================================================
FORM T-1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK
--------------------------------------------------
(Exact name of trustee as specified in its charter)
New York 13-5160382
- -------------------------- -----------------
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)
One Wall Street, New York, N.Y. 10286
- ---------------------------------------- ------------
(Address of principal executive offices) (Zip code)
--------------------------------------
Central Maine Power Company
--------------------------------------------------
(Exact name of obligor as specified in its charter)
Maine 01-0042740
- ------------------------------- -----------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
83 Edison Drive
Augusta, Maine 04336
- --------------------------------------- ---------
(Address of principal executive offices) (Zip code)
--------------------------------------
Medium Term Notes
----------------------------------
(Title of the indenture securities)
===============================================================================
<PAGE>
1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:
(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.
- --------------------------------------------------------------------------------
Name Address
- --------------------------------------------------------------------------------
Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany,
N.Y. 12203
Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045
Federal Deposit Insurance Corporation Washington, D.C. 20429
New York Clearing House Association New York, New York 10005
(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.
Yes.
2. AFFILIATIONS WITH OBLIGOR.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.
None.
16. LIST OF EXHIBITS.
EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
RULE 7a-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
C.F.R. 229.10(d).
1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains
the authority to commence business and a grant of powers to
exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
Form T-1 filed with Registration Statement No. 33-6215, Exhibits
1a and 1b to Form T-1 filed with Registration Statement No.
33-21672 and Exhibit 1 to Form T-1 filed with Registration
Statement No. 33-29637.)
4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
T-1 filed with Registration Statement No. 33-31019.)
6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration
Statement No. 33-44051.)
7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of April, 2000.
THE BANK OF NEW YORK
By: /s/ MICHAEL CULHANE
--------------------
Name: MICHAEL CULHANE
Title: VICE PRESIDENT
<PAGE>
- --------------------------------------------------------------------------------
Consolidated Report of Condition of
THE BANK OF NEW YORK
of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business December 31,
1999, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
Dollar Amounts
In Thousands
----------------
<S> <C>
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin ........ $ 3,247,576
Interest-bearing balances ................................. 6,207,543
Securities:
Held-to-maturity securities ............................... 827,248
Available-for-sale securities ............................. 5,092,464
Federal funds sold and Securities purchased under
agreements to resell ...................................... 5,306,926
Loans and lease financing receivables:
Loans and leases, net of unearned
income.....................37,734,000
LESS: Allowance for loan and
lease losses..................575,224
LESS: Allocated transfer risk
reserve........................13,278
Loans and leases, net of unearned income,
allowance, and reserve .................................. 37,145,498
Trading Assets ............................................... 8,573,870
Premises and fixed assets (including capitalized
leases) ................................................... 723,214
Other real estate owned ...................................... 10,962
Investments in unconsolidated subsidiaries and
associated companies ...................................... 215,006
Customers' liability to this bank on acceptances
outstanding ............................................... 682,590
Intangible assets ............................................ 1,219,736
Other assets ................................................. 2,542,157
------------
Total assets ................................................. $ 71,794,790
============
<PAGE>
LIABILITIES
Deposits:
In domestic offices ....................................... $ 27,551,017
Noninterest-bearing.......................11,354,172
Interest-bearing..........................16,196,845
In foreign offices, Edge and Agreement
subsidiaries, and IBFs .................................. 27,950,004
Noninterest-bearing..........................639,410
Interest-bearing..........................27,310,594
Federal funds purchased and Securities sold under
agreements to repurchase .................................. 1,349,708
Demand notes issued to the U.S.Treasury ...................... 300,000
Trading liabilities .......................................... 2,339,554
Other borrowed money:
With remaining maturity of one year or less ............... 638,106
With remaining maturity of more than one year
through three years ..................................... 449
With remaining maturity of more than three years .......... 31,080
Bank's liability on acceptances executed and
outstanding ............................................... 684,185
Subordinated notes and debentures ............................ 1,552,000
Other liabilities ............................................ 3,704,252
----------
Total liabilities ............................................ 66,100,355
==========
EQUITY CAPITAL
Common stock ................................................. 1,135,284
Surplus ...................................................... 866,947
Undivided profits and capital reserves ....................... 3,765,900
Net unrealized holding gains (losses) on
available-for-sale securities ............................. (44,599)
Cumulative foreign currency translation adjustments
(29,097)
------------
Total equity capital ......................................... 5,694,435
------------
Total liabilities and equity capital ......................... $ 71,794,790
============
</TABLE>
<PAGE>
I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.
Thomas J. Mastro
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us and to the
best of our knowledge and belief has been prepared in conformance with the
instructions issued by the Board of Governors of the Federal Reserve System
and is true and correct.
Thomas A. Renyi
Alan R. Griffith Directors
Gerald L. Hassell
- -------------------------------------------------------------------------------
