SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U5S
ANNUAL REPORT
For the Year ended December 31, 1993
Filed pursuant to the Public Utility Holding Company Act of 1935 by
Eastern Utilities Associates, P.O. Box 2333, Boston, Massachusetts 02107
04-1271872
(I.R.S. Employer Identification No.)
FORM U5S-ANNUAL REPORT
For the Calendar Year 1993
ITEMS
ITEM 1. SYSTEM COMPANIES AND INVESTMENTS THEREIN AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
% of
Name of Company Number of Common Voting Issuer Owner's
(add_abbreviation_used_herein) __Shares_Owned__ _Power Book_Value Book_Value
<S> <C> <C> <C> <C>
Eastern Utilities Associates Publicly Owned (1) $333,165,135 $
(EUA or the Association)
EUA Service Corporation 1,000 100% (2) 4,915,103 4,915,103
(EUA Service)
Blackstone Valley Electric 184,062 100% (2) 35,378,948 35,378,948
Company (Blackstone)
Newport Electric Corporation 1,000,000 100% (2) 21,841,822 21,841,822
(Newport)
Eastern Edison Company 2,891,357 100% (2) 223,005,067 223,005,067
(Eastern Edison)
Montaup Electric Company 686,000 100% (3) 192,960,743 192,960,743
(Montaup)
Preferred Stock (3) 1,500,000 1,500,000
Debenture Bonds (Unsecured) (3) 135,575,000 135,575,000
Pollution Control
Bonds (Unsecured) - Net (3) 36,207,088 36,207,088
EUA Cogenex Corporation 1,000 100% (2) 39,270,351 39,270,351
(EUA Cogenex)
EUA Onsite 50% (5) 2,700,730 2,700,730
Promissory Note 18,740,658 18,740,658
EUA Energy Capital and
Services I 50% (5) 1,918,252 1,918,252
Promissory Note 5,484,574 5,484,574
EUA Energy Capital and
Services II 50% (5) 2,895,540 2,895,480
Promissory Note 9,479,910 9,479,910
EUA ICC Partners 40% (5) (106,654) (106,654)
Promissory Note 232,732 232,732
EUA Highland Energy Partners 50% (5) 227,364 227,364
Promissory Note 1,787,786 1,787,786
EUA FRC II Energy Partners 50% (6) 842,508 842,508
Promissory Note 15,575,105 15,575,105
Micro Utility Partners of America 50% (6) (1,347,460) (1,347,460)
Promissory Note 4,957,513 4,957,513
EUA Energy Investment Corporation 100 100% (2) (4,142,016) (4,142,016)
(EUA Energy)
Eastern Unicord Corporation 1,000 100% (4) (1,840,000) (1,840,000)
(Unicord)
EUA Ocean State Corporation 1 100% (2) 16,567,834 16,567,834
(EUA Ocean State)
Ocean State Power I 29.9% 29.9% (5)(7) 33,422,213 33,422,213
Ocean State Power II 29.9% 29.9% (5)(7) 26,467,166 26,467,166
*Eastern Edison Electric Company 100% (2) 1,000 1,000
</TABLE>
_________
(1) Cumulative Voting.
(2) Wholly-owned by EUA.
(3) Wholly-owned by Eastern Edison.
(4) Wholly-owned by EUA Energy.
(5) General Partnership
(6) Limited Partnership
(7) Capital Contribution
*Inactive
ITEM 2. ACQUISITIONS OR SALES OF UTILITY ASSETS
<TABLE>
<CAPTION>
Brief Description
Name of Company of Transaction Consideration Exemptions
______(1)______ _______(2)_______ _____(3)_____ ____(4)___
<S> <C> <C> <C>
Eastern Edison Sale of Land $74,802 44(b)(2)
63 Broad St.
Bridgewater, MA
</TABLE>
ITEM 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES (a)
<TABLE>
<CAPTION>
Type of Maximum Amount Name of
Name of Issuer Security Outstanding During 1993 Guarantor
______(1)_____ ___(2)__ _________(3)___________ ___(4)__
<S> <C> <C> <C>
EUA Cogenex Unsecured Notes $ 50,000,000 (b)
Eastern Edison First Mortgage Bonds (FMBs) $155,000,000 (c) 52(a)
Eastern Edison Pollution Revenue Bonds $ 40,000,000 (c) 52(a)
Eastern Edison Preferred Stock 300,000 shs.(c) 52(a)
EUA Common Shares, $5 par 1,300,000 shs.(d)
</TABLE>
(a) See Form 10-K, Schedule IX of EUA for 1993, File No. 1-5366 for Short-term
Borrowings in 1993
(b) For Authorization see Release No. 35-25839, June 29, 1993
(c) For Authorization see Release No. 35-25851, July 9, 1993
(d) For Authorization see Release No. 35-25778, April 1, 1993
ITEM 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<TABLE>
<CAPTION>
Name of Company
Acquiring,
Name of Issuer Redeeming Number of Shares or
and or Retiring Principal Amount
Title of Issue Securities Acquired, Redeemed, Consideration Authorization
______(1)______ ______(2)_____ __or_Retired_(3)___ _____(4)_____ _____(5)_____
<S> <C> <C> <C> <C>
Newport: Newport
Preferred Stock,
$100 par value:
9.75% issue 1,000 shs. $ 100,000 (b)
First Mortgage Bonds:
8.95% due 2001 $ 650,000 $ 650,000 (b)
11.50% due 1997 $1,400,000 $1,471,680 (b)
10.00% due 1998 $ 600,000 $ 615,900 (b)
Small Business
Administration Loan:
6.5% due 2005 $ 71,145 $ 71,145 (b)
Promissory Note:
12.00% due 1993 $ 6,785 $ 6,785 (b)
Eastern Edison: Eastern Edison
Preferred Stock,
$100 par value:
9.00% issue 126,000 shs. $13,450,500 (a)(b)(c)
9.80% issue 200,000 shs. 21,352,400 (a)(b)(c)
8.32% issue 30,000 shs. 3,106,200 (c)
4.64% issue 60,000 shs. 6,178,800 (c)
Secured Medium Term Notes:
4.50% due 1993 $ 5,000,000 $ 5,000,000 (a)
First Mortgage Bonds:
6.5% due 1997 $ 7,000,000 $ 7,061,600 (c)
10.125% due 1997 $35,000,000 $35,941,500 (c)
9.875% due 1998 $40,000,000 $41,708,000 (c)
8.375% due 1999 $ 5,000,000 $ 5,089,000 (c)
7.875% due 2002 $ 8,000,000 $ 8,218,400 (c)
8.375% due 2003 $10,000,000 $10,356,000 (c)
9.625% due 2016 $55,000,000 $58,498,000 (c)
Pollution Control
Revenue Bonds:
10.125% $40,000,000 $41,200,000 (c)
Montaup: Montaup
Debentures:
10.125% due 2008 $ 1,858,000 $ 1,858,000 (c)
EUA Service: EUA Service
Secured Notes:
10.20% due 2008 $ 2,200,000 $ 2,200,000 (b)
EUA Ocean State: EUA Ocean State
Unsecured Notes:
9.59% due 2011 $ 4,881,000 $ 4,881,143 (b)
</TABLE>
(a) Rule 42 (b) (2)
(b) Rule 42 (b) (4)
(c) For Authorization, see Release No. 35-25379, September 19, 1991
ITEM 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
<TABLE>
(1)
<CAPTION>
% of Number of Shares
Voting or Principal Book
Name of Owner Name of Issuer Security Owned Power Amount Owned Value
____(1)______ ______(2)_____ ______(3)_____ __(4)_ ______(5)_______ _(6)_
<S> <C> <C> <C> <C> <C>
Eastern Edison Aggregate number of $ 50,405
investments-six (6)
Montaup Electric Yankee Atomic Capital Stock 4.5 6,903 shares 1,081,101
Electric Co. *
" " Conn. Yankee Capital Stock 4.5 15,750 shares 4,486,747
Atomic Power Co. *
" " Vermont Yankee Capital Stock 2.5 9,801 shares 1,361,867
Nuclear
Power Corp. *
" " Maine Yankee Capital Stock 4.0 20,000 shares 2,761,831
Atomic
Power Co. *
" " NH Hydro Trans. Capital Stock 3.3 130,812 shares 2,371,494
Electric Co. **
" " NH Hydro Capital Stock 3.3 752,169 shares 1,361,550
Trans. Corp. **
</TABLE>
___________
*Regional nuclear generating company.
**Owner of Transmission Facilities.
<TABLE>
Item 6. Officers and Directors
Part I. As of December 31, 1993. ___________Names_of_System_Companies_with_which_Connected___________
<CAPTION> Blackstone
Eastern EUA Valley Newport Eastern
Utilities Service Electric Electric Edison
Associates Corporation Company___ Corporation Company
<S> <C> <C> <C> <C> <C>
Elizabeth J. Alden P.O. Box 510 D
Brockton, MA 02403
Henry J. Blais III 150 Main Street D
Pawtucket, RI 02862
Russell A. Boss One Albion Road TR
Lincoln, RI 02865
Richard M. Burns One Liberty Square Comp, AS, AT D, Comp, AT, VP, AT, AS VP, AT VP, AT, AC
Boston, MA 02109 AS, AC, VP
John D. Carney 110 Mulberry Street D, VP D, P
Brockton, MA 02403
Paul J. Choquette, Jr. 7 Jackson Walkway TR
Providence, RI 02940
John E. Conway 137 Washington Street TR D
Norwell, MA 02061
Peter S. Damon P. O. Box 450 TR D
Middletown, RI 02842
Richard P. Eannarino 20 Thurben Blvd
Smithfield, RI 02917
John F.G. Eichorn, Jr. 1531 Georgina Avenue TR
Santa Monica, CA 90402
Joseph F. Fitzpatrick Boott Mills South D, VP
100 Foot of John Street
Lowell, MA 01852
Peter B. Freeman 100 Alumni Drive TR D
Providence, RI 02906
Robert W. Giggey P.O. Box 2980 D
Fall River, MA 02722
David H. Gulvin Washington Highway D, VP D, P
Lincoln, RI 02865
Barbara A. Hassan 110 Mulberry Street VP
Brockton, MA 02403
Arthur A. Hatch One Liberty Square EVP D, EVP D, EVP D, EVP D, EVP
Boston, MA 02109
Robert J. Healey Friendship Street D
Newport, RI 02840
Clifford J. Hebert, Jr. One Liberty Square T T T T T
Boston, MA 02109
Michael J. Hirsh Washington Highway VP
Lincoln, RI 02865
Ann L. Hogan 65 Carter Avenue D
Pawtucket, RI 02861
Robert W. Lavoie 110 Mulberry Street VP
Brockton, MA 02403
Arthur P. Lennon 704 Executive Blvd.
Valley Cottage, NY 10989
Edward T. Liston Boott Mills South
100 Foot of John Street
Lowell, MA 01852
Wesley W. Marple 413 Hayden Hall TR
Northeastern University
Boston, MA 02115
John S. Meschisen One Liberty Square D, VP D, VP D, VP D, VP
Boston, MA 02109
Herbert L. Miller 35 Follett Street D
Cumberland, RI 02864
William F. O'Connor One Liberty Square S D, VP, S, C S S C
Boston, MA 02109
Basil G. Pallone Booth Mills South
100 Foot of John Street
Lowell, MA 01852
Donald G. Pardus One Liberty Square TR, CH, CEO D, CH D, CH D, CH D, CH
Boston, MA 02109
Paul R. Pinkham P.O. Box 543 VP
W. Bridgewater, MA 02379
Robert G. Powderly P.O. Box 543 EVP D, EVP D, EVP D, EVP D, EVP
W. Bridgewater, MA 02379
Donald H. Ramsbottom University of Mass. D
Dartmouth Foundation
Old Westport Road
No. Dartmouth, MA 02747
Larry D. Settle P.O. Box 4128 VP, AT
Middletown, RI 02840
Margaret M. Stapleton P. O. Box 111 TR
Boston, MA 02115
John R. Stevens One Liberty Square TR, COO, P D, P D, VCH D, VCH D, VCH
Boston, MA 02109
W. Nicholas Thorndike 150 Dudley Street TR
Brookline, MA 02146
Mark S. White Boott Mills South
100 Foot of John Street
Lowell, MA 01852
</TABLE>
<TABLE>
Item 6. Officers and Directors - Continued
Part I. As of December 31, 1993.
<CAPTION>
______Names_of_System_Companies_with_which_Connected____
Montaup EUA EUA Energy EUA
Electric Cogenex Investment Ocean State
Company_ Corporation Corporation Corporation
<S> <C> <C> <C> <C>
Elizabeth J. Alden P.O. Box 510
Brockton, MA 02403
Henry J. Blais III 150 Main Street,
Pawtucket, RI 02862
Russell A. Boss One Albion Road
Lincoln, RI 02865
Richard M. Burns One Liberty Square, D, VP, D, Comp, AT D, VP, AT, AC AT
Boston, MA 02109 AT, AC
John D. Carney 110 Mulberry Street D, VP
Brockton, MA 02403
Paul J. Choquette, Jr. 7 Jackson Walkway
Providence, RI 02940
John E. Conway 137 Washington Street
Norwell, MA 02061
Peter S. Damon P. O. Box 450
Middletown, RI 02842
Richard P. Eannarino 20 Thurben Blvd VP
Smithfield, RI 02917
John F.G. Eichorn, Jr. 1531 Georgina Avenue
Santa Monica, CA 90402
Joseph F. Fitzpatrick Boott Mills South D, P
100 Foot of John Street
Lowell, MA 01852
Peter B. Freeman 100 Alumni Drive
Providence, RI 02960
Robert W. Giggey P.O. Box 2980
Fall River, MA 02722
David H. Gulvin Washington Highway D, VP
Lincoln, RI 02865
Barbara A. Hassan 110 Mulberry Street
Brockton, MA 02403
Arthur A. Hatch One Liberty Square D, EVP D, EVP D, EVP D, EVP
Boston, MA 02109
Robert J. Healey Friendship Street
Newport, RI 02840
Clifford J. Hebert, Jr. One Liberty Square T T, AC T T
Boston, MA 02109
Michael J. Hirsh Washington Highway
Lincoln, RI 02865
Ann L. Hogan 65 Carter Avenue
Pawtucket, RI 02861
Robert W. Lavoie 110 Mulberry Street
Brockton, MA 02403
Arthur P. Lennon 704 Executive Blvd. VP
Valley Cottage, NY 10989
Edward Liston Boott Mills South VP
100 Foot of John Street
Lowell, MA 01852
Wesley W. Marple 413 Hayden Hall
Northeastern University
Boston, MA 02115
John S. Meschisen One Liberty Square D, VP
Boston, MA 02109
Herbert L. Miller 35 Follett Street
Cumberland, RI 02864
William F. O'Connor One Liberty Square D, C D, C D, C S
Boston, MA 02109
Basil G. Pallone Boott Mills South VP
100 Foot of John Street
Lowell, MA 01852
Donald G. Pardus One Liberty Square D, CH D, CH D, CH D, CH
Boston, MA 02109
Paul R. Pinkham P. O. Box 543
W. Bridgewater, MA 02379
Robert G. Powderly P.O. Box 543 D, EVP D, EVP D, EVP D, EVP
W. Bridgewater, MA 02379
Donald H. Ramsbottom University of Mass.
Dartmouth Foundation
Old Westport Road
No. Dartmouth, MA 02747
Larry D. Settle P.O. Box 4128
Middletown, RI 02840
Margaret M. Stapleton P. O. Box 111
Boston, MA 02115
John R. Stevens One Liberty Square D, P D, VCH D, P D, P
Boston, MA 02109
W. Nicholas Thorndike 150 Dudley Street
Brookline, MA 02146
Mark S. White Boott Mills South VP
100 Foot of John Street
Lowell, MA 01852
KEY
CH - Chairman of the Board T - Treasurer C - Clerk
VCH - Vice Chairman of the Board TR - Trustee AC - Assistant Clerk
P - President Comp - Comptroller D - Director
EVP - Executive Vice President AT - Assistant Treasurer CEO - Chief Executive Officer
SVP - Senior Vice President S - Secretary COO - Chief Operating Officer
VP - Vice President AS - Assistant Secretary
</TABLE>
Part II. As of December 31, 1993.
<TABLE>
<CAPTION>
Position Held
Name of Name and Location of in Financial Applicable
Officer or Director Financial Institution Institution Exemption Rule
________(1)________ _________(2)_________ _____(3)____ _____(4)______
<S> <C> <C> <C>
Russell A. Boss Fleet National Bank Trustee Rule 70(a)
Providence, RI
Paul J. Choquette, Jr. Fleet Financial Group Trustee Rule 70(a)
Providence, RI
Peter S. Damon Bank of Newport Trustee Rule 70(a)
</TABLE>
_____________________
(Note: In the answer to this part II of Item 6, the phrase "financial
connection within the provisions of Section 17(c) of the Act"
is regarded as being limited by the definitions in Paragraph
(h) of Rule 70 under the Act as in effect at December 31, 1993.)
Part III.
(A)Information is set out below as to cash compensation paid by the Association
and its subsidiaries for the years 1993, 1992 and 1991 to each of the five
highest paid executive officers of each Company whose aggregate cash
compensation for the year exceeded $100,000.
<TABLE>
<CAPTION>
Long-Term All
Compensation Other
Name and Annual Compensation Restricted Compen-
Principal Fiscal Incentive Stock sation
Position Year Salary __Bonus__ Other(1) Awards(2) (3)
<S> <C> <C> <C> <C> <C> <C>
EUA Service Corporation
Donald G. Pardus 1993 $375,025 $137,500 $ 8,444 $ - $8,438
Chairman 1992 350,025 100,000 7,795 210,000 7,000
1991 335,025 70,000 - - -
John R. Stevens 1993 275,025 107,500 12,071 - 6,188
President 1992 253,025 90,000 10,441 165,000 5,060
1991 238,025 45,000 - - -
Arthur A. Hatch 1993 198,025 56,677 9,132 - 4,455
Executive Vice 1992 186,025 35,433 6,157 82,376 3,720
President 1991 177,025 24,375 - - -
Robert G. Powderly 1993 143,025 44,559 8,710 - 3,218
Executive Vice 1992 122,825 24,194 9,241 66,606 2,456
President 1991 108,925 9,918 - - -
Richard M. Burns 1993 125,025 25,621 - - 2,188
Comptroller 1992 117,125 35,000(4) - 34,373 1,186
1991 111,125 6,756 - - -
Eastern Edison Company
John D. Carney 1993 $134,025 $38,867 $6,618 $ - $3,015
President 1992 126,025 24,003 3,443 60,616 2,520
1991 113,025 10,170 - - -
Barbara A. Hassan 1993 101,025 23,343 - - 2,272
Vice President 1992 91,025 11,557 - - 1,668
1991 84,025 5,040 - - -
Robert W. Lavoie 1993 100,758 21,352 - - 2,269
Vice President 1992 94,925 12,179 - - 1,898
1991 88,942 5,394 - - -
Blackstone Valley Electric Company
David H. Gulvin 1993 $126,625 $ 37,497 $2,978 $ - $2,848
President 1992 112,775 21,831 1,364 51,569 2,255
1991 100,558 9,648 - - -
Michael J. Hirsh 1993 98,275 21,146 - - 2,218
Vice President 1992 92,725 12,116 - - 1,854
1991 85,275 5,400 - - -
Newport Electric Corporation
Larry D. Settle 1993 $105,000 $12,941 - - $3,221
Vice President 1992 100,938 12,941 - - 2,018
1991 91,385 5,877 - - -
EUA Cogenex Corporation
Joseph S. Fitzpatrick 1993 $136,993 $58,097 $3,917 - $3,834
President 1992 120,225 45,075(6) 3,765 $27,302(5) 2,404
1991 104,225 52,000 - - -
Richard P. Eannarino 1993 150,045 - - - 1,543
Vice President 1992 - - - - -
1991 - - - - -
Edward J. Liston 1993 120,525 40,588 2,372 - 3,376
Vice President 1992 105,525 31,650(6) 2,640 24,144(5) 2,109
1991 91,539 36,606 - - -
Arthur P. Lennon 1993 119,400 40,588 1,552 - 3,457
Vice President 1992 103,825 31,140(6) 1,556 23,105(5) 2,076
1991 94,840 37,926 - - -
Mark S. White 1993 84,657 21,542 4,603 - -
Vice President 1992 74,848 20,000 3,611 8,150 -
1991 65,439 9,796 2,053 - -
</TABLE>
___________________
(1) Represents amounts reimbursed for tax liability accruing as a result
of personal use of company-owned automobiles.
(2) Aggregate amount and value (including the value reflected in the
table under "Restricted Stock Awards") of shares granted under
Association's Restricted Stock Plan to the officers listed above are
as follows: Mr. Pardus, 13,607 shares, $314,148; Mr. Stevens, 9,798
shares, $218,652; Mr. Hatch, 5,433 shares, $124,982; Mr. Powderly,
3,919 shares, $87,120; Mr. Burns, 1,687 shares, $34,373; Mr. Carney,
3,725 shares, $84,286; and, Mr. Gulvin, 3,181 shares, $72,030.
(3) Contributions made under the Association's Employees' Savings Plan.
(footnotes continued on next page)
(4) Includes a bonus received by Mr. Burns in addition to his 1992
Incentive Plan Bonus for extraordinary effort during the year.
(5) Aggregate amount and value (including the value reflected in the
table under "Restricted Stock Awards") of shares granted under
Restricted Stock Plans to the officers listed above is as follows:
Mr. Fitzpatrick, 2,290 shares, $57,285; Mr. Liston, 1,185 shares,
$24,144; Mr. Lennon, 1,134 shares, $23,105; and, Mr. White, 400
shares, $8,180.
(6) Compensation received that was received after the publication of this
report for 1992.
(B) Securities Interest
<TABLE>
Common Shares of the Association
Beneficially_Owned_at_January_7,_1994(a)
<CAPTION>
Executive
Employees Stock
Savings Grant
(b) __Plan___ __Plan___ Total
<S> <C> <C> <C> <C> <C>
Henry J. Blais, III 84 1,342 - - 1,425(c)
Russell A. Boss 1,000 - - - 1,000(d)
Richard M. Burns 179 - 75 1,687 1,941
John D. Carney 387 - 641 3,725 4,753
John E. Conway - 3,168 - - 3,168
Paul J. Choquette 511 - - - 511
Peter S. Damon - 392 - - 392
John F. G. Eichorn, Jr. 4,460 - - - 4,460
Joseph S. Fitzpatrick 472 - 546 2,290 3,307
Peter B. Freeman 2,190 - - - 2,190
David H. Gulvin 479 885 612 3,181 5,158
Arthur A. Hatch 1,408 244 1,832 5,433 8,918
Wesley W. Marple 885 - - - 885(e)
John S. Meschisen - - 1,716 - 1,716
William F. O'Connor 166(f) - 2,603 - 2,769
Donald G. Pardus 977 3,631 3,649 13,607 21,864
Robert G. Powderly 725(f) 125 1,003 3,919 5,771
Margaret M. Stapleton 1,156 - - - 1,156
John R. Stevens 1,449 - 1,098 9,798 12,345
W. Nicholas Thorndike 1,668 - - - 1,668
Directors and Officers
as a Group(g) 19,436 1,337 23,089 49,550 102,417(g)
</TABLE>
(a) Unless otherwise indicated, beneficial ownership is based on sole
investment and voting power. Each individual's ownership represents
less than two-tenths of one percent of the outstanding common shares
of the Association.
(b) Jointly owned with spouse.
(c) In addition, Mr. Blais is a partner in the law firm of Blais
Cunningham & Crowe Chester which owns 750 common shares of EUA.
Beneficial ownership of these shares may be attributed to Mr. Blais,
although he disclaims such beneficial ownership.
(d) In addition, Mr. Boss owns 5 shares of Blackstone Valley Electric
Company's 4.25% Preferred Stock.
(e) In addition, Mr. Marple's spouse owns 263 EUA common shares. Mr.
Marple disclaims any beneficial interest in such shares.
(f) Includes shares held in a fiduciary capacity.
(g) Represents less than one percent of the outstanding common shares of
the Association.
(C) Contracts and Transactions with System Companies
See Section (E) below regarding severance agreements.
(D) Indebtedness to System Companies
None
(E) The Employees' Retirement Plan of Eastern Utilities Associates and its
Subsidiary Companies (the Plan) is a tax-qualified defined benefit plan
available to eligible employees who have completed one year of service and have
attained the age of twenty-one. The officers named in the remuneration table
above participate in the Plan. Trustees and Directors who are not also
employees of EUA and its Subsidiaries (EUA System) are not covered by the
Plan. The benefits of participants become fully vested after five years of
service. Annual lifetime benefits are determined under formulas applicable to
all employees regardless of position and the amounts depend on length of
credited service and salaries prior to retirement. Benefits are equal to one
and six tenths percent of salaries (averaged over the four years preceding
retirement) for each year of credited service up to thirty-five, reduced for
each such year by one and two tenths percent of the participant's estimated age
sixty-five Social Security benefit, plus seventy-five hundredths percent of
salaries for each year of credited service in excess of thirty-five years up to
the Plan maximum of forty years.
Any contributions to provide benefits under the Plan are made by the EUA
System in amounts determined by the Plan's actuaries to meet the funding
standards established by the Employee Retirement Income Security Act of 1974,
as amended. Any contributions are actuarially determined and cannot
appropriately be allocated to individual participants. The annual benefits
shown in the tables below are straight life annuity amounts, without reduction
for primary Social Security benefits as described above. Federal law limits
the annual benefits payable from qualified pension plans in the form of a life
annuity, after reduction for Social Security benefits, to $115,641 plus
adjustments for increases in the cost of living. The number of years of
service credited at present under the Plan to Messrs. Burns, Carney,
Fitzpatrick, Gulvin, Ms. Hassan, Hatch, Hirsh, Lavoie, Lennon, Liston, Pardus,
Powderly, Settle, Stevens and White are 18, 27, 5, 34, 23, 40, 16, 32, 6, 6,
31, 14, 28, 28 and 8, respectively.
Average Annual ____________________Years_of_Service________________________
_____Salary____ ____15________20________25________30________35_________40___
$100,000 $ 24,000 $ 32,000 $ 40,000 $ 48,000 $ 56,000 $ 59,750
200,000 48,000 64,000 80,000 96,000 112,000 119,500
300,000 72,000 96,000 120,000 144,000 168,000 179,250
400,000 96,000 128,000 160,000 192,000 224,000 239,000
500,000 120,000 160,000 200,000 240,000 280,000 298,750
600,000 144,000 192,000 240,000 288,000 336,000 358,500
The Association has a non-qualified supplemental retirement plan for
certain officers of the Association and its Subsidiaries. The plan provides
for the annual payment of supplemental retirement benefits equal to 25% of the
officer's base salary when he retires, for a period of fifteen (15) years
following the date of retirement. In addition, in the event of the death of
the participant prior to retirement an amount equal to 200% of the officer's
base salary at that time will be paid to his beneficiary. The Association, and
its employer Subsidiaries through its Subsidiary, EUA Service Corporation,
maintain life insurance on the participants, to fund, in whole or in part, all
of their future liabilities under the plan, and that Corporation is the owner
and beneficiary of all such life insurance. Any amounts not covered by
insurance will be paid out of other funds available to the Association and/or
its subsidiaries. In the event of a change in control of the EUA System, a
trust fund will be established by the EUA System to ensure the performance of
its payments under the supplemental retirement plan.
The Association maintains a non-qualified, unfunded Retirement and Savings
Restoration Plan ("The Restoration Plan"). The purpose of the Restoration Plan
is to restore benefits under the qualified plans' formulas which can not be
paid from, or into, the qualified plan trusts due to federal limitations on
either earnings, contributions or benefits. Payments or contributions which
exceed the applicable federal limitations are made outside the qualified plans
in the same manner and under the same conditions as are applicable to benefits
payable from, or contributions payable to, the qualified plans. In the event
of a change in control of the Association, a trust fund will be established by
the Association to ensure the performance of its payment obligations under the
Restoration Plan.
Severance agreements with certain executive officers of the Association
and its subsidiaries, including each of the executive officers named in the
above table agreements provide that an officer's stipulated compensation,
benefits, position, responsibilities and other conditions of employment will
not be reduced during the term of the agreement, which is thirty-six months
commencing upon the date on which a Change in Control, as defined in the
agreements, of the Association occurs. If within thirty-six months after a
Change in Control the officer's employment is terminated for any reason other
than Cause, as defined, the Association will, subject to certain limitations to
comply with provisions of the Internal Revenue Code, pay the officer within
five business days a lump-sum cash amount equal to three times the present
value of such officer's annualized total compensation, continue or vest certain
fringe benefits and common share grants, and reimburse legal fees and expenses
incurred as a result of the termination or to enforce the provisions of the
severance agreement. If the officer leaves the employ of the Association or a
subsidiary following a reduction in his position, compensation,
responsibilities, authority or other benefits existing prior to the Change in
Control, or suffers a relocation of regular employment of more than fifty
miles, such departure will be deemed to be a termination for reasons other than
Cause.
(F) Rights to Indemnity
Article 32 of EUA's Declaration of Trust, as set forth in Exhibit B-1(a),
to Form U5S of EUA for the year ended December 31, 1986 is incorporated herein
by reference.
ITEM 7. CONTRIBUTIONS AND PUBLIC RELATIONS
<TABLE>
<CAPTION>
Accounts Charged
if any, Per Books
Name of Recipient of Disbursing
Name of Company of Beneficiary Purpose Company Amount
______(1)______ _______(2)_______ __(3)__ _______(4)_______ __(5)__
<S> <C> <C> <C> <C>
Montaup Various payments Lobbying 426.4 $ 6,791
under $1,000 Expenditures
Eastern Edison Edison Electric Lobbying 426.4 $ 808
Institute Expenditures
Blackstone Edison Electric Lobbying 426.4 $ 410
Institute Expenditures
Blackstone Metro South Legislative 426.4 $ 18
Chamber of activity
Commerce
Blackstone RI Chamber of Legislative 426.1 $ 1,820
Commerce activity
Newport Electric Edison Electric Lobbying 426.4 $ 65
Institute Expenditures
Newport Electric RI Chamber Legislative 426.1 $ 170
of Commerce activity
</TABLE>
ITEM 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
Trans Serving Receiving Date of
actions Company _Company_ Contract Compensation
All applicable services are disclosed in the EUA Service Corporation's
annual filing under the 1935 Act on Form U-13-60 for the same fiscal
period as this report.
Part II.
No
Part III.
No
Company Company
Performing Receiving Scope of
_Service__ _Service_ Services Compensation
None
ITEM 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None
ITEM 10. FINANCIAL STATEMENTS AND EXHIBITS (*Filed herewith)
The following financial statements and supplemental schedules are filed as a
part of this Annual Report.
FINANCIAL STATEMENTS
1 - Consolidating Balance Sheets - December 31, 1993.
2 - Consolidating Statements of Capitalization - December 31, 1993.
3 - Consolidating Income Statements for the year ended December 31,
1993.
4 - Consolidating Statements of Cash Flows for the year ended December
31, 1993.
5 - Consolidating Statements of Retained Earnings and Other Paid-In
Capital for the year ended December 31, 1993.
6 - Notes to Financial Statements
Exhibits
Exhibit A - (incorporated herein by reference)
A-1 Form 10-K of EUA for 1993 (including Annual Report to Shareholders
and Proxy Statement, portions of which are incorporated therein by
reference; File No. 1-5366).
A-2 Form 10-K of Eastern Edison for 1993 (File No. 0-8480).
A-3 Form 10-K of Blackstone for 1993 (File No. 0-2602).
Exhibit B -
B-1 Declaration of Trust of EUA, dated April 2, 1928, as amended
(Exhibit A-3, File No. 70-3188; Exhibit 1 to EUA's 8-K reports for
April in each of the years 1957, 1962, 1966, 1968, 1972, and 1973,
File No. 1-5366; Exhibit A-1 (a), Amendment No. 2 to Form U-1, File
No. 70-5997, Exhibit 4-3, Registration No. 2-72589; Exhibit 1 to
Certificate of Notification, File No. 70-6713; Exhibit 1 to
Certificate of Notification, File No. 70-7084; Exhibit 3-2, Form
10-K of EUA for 1987, File No. 1-5366).
B-2 Charter of Blackstone (formerly Blackstone Valley Gas and Electric
Company), as amended (Exhibit (a)(1) and (a)(2), Form 1-A filed
March, 1957, File No. 24B-970; Exhibit A-2, Form U5S of Eastern
Utilities Associates ("EUA") for the year 1958, File No. 1-5366;
Exhibit (1), Form 8-K for March, 1965 File No. 0-2602; Exhibit A-2,
Form U5S of EUA for the year 1966, File No. 1-5366 and Exhibit (1),
Form 8-K for June 1976, File No. 0-2602; Exhibit (1), Form 10-Q for
quarter ended June 30, 1988, File No. 0-2602); Exhibit 3-3, Form
10-K of Blackstone for 1989, File No. 0-2602).
B-3 By-laws of Blackstone, (Exhibit A-2, Form U-1 filed October 16,
1990, File No. 70-7769).
*B-4 Restated and Amended Articles of Organization of Eastern Edison
dated August 4, 1993.
B-5 By-laws of Eastern Edison, as amended (Exhibit 3-2, Form 10-K of
Eastern Edison for 1980, File No. 0-8480).
B-6 Charter of Montaup Electric Company ("Montaup"), as amended
(Exhibits A-6(a), A-6(b) and A-6(c) to Post Effective Amendment No.
18 to Form U-1, File No. 70-5388; Exhibit 3, Form 10-K of EUA for
1977, File No. 1-5366; and Exhibit 6 to Form U5S of EUA for 1979).
B-7 By-laws of Montaup, as amended (Exhibit 4, Form 10-K of EUA for
1977, File No. 1-5366).
B-8 Charter of EUA Service Corporation (Exhibit A-1, File No. 37-67).
B-9 By-laws of EUA Service Corporation, as amended (Exhibit 2, Form
10-K of EUA for 1977, File No. 1-5366).
B-10 Charter of EUA Cogenex Corporation, as amended (Exhibit A-1, File
No. 70-7287, Exhibit B-15 to Form U5S of EUA for 1986).
B-11 By-Laws of EUA Cogenex Corporation, as amended (Exhibit A-2, File
No. 70-7287, to Form U5S of EUA for 1986).
B-12 Agreement of Limited Partnership among Onsite Energy and EUA
Cogenex Corporation dated as of November 30, 1988 (Exhibit A-4 to
Post-Effective Amendment No. 3 of Form U-1, File No. 70-7825, dated
October 21, 1991).
B-13 EUA/FRCII Energy Associates Agreement of Limited Partnership dated
as of September 19, 1989 (Exhibit A-5 to Post-Effective Amendment
No. 3 of Form U-1, File No. 70-7825, dated October 21, 1991).
B-14 Micro Utility Partners of America, L.P., Agreement of Limited
Partnership dated as of December 20, 1988 (Exhibit A-6 to
Post-Effective Amendment No. 3 of Form U-1, File No. 70-7825, dated
October 21, 1991).
B-15 Energy Capital and Services I, LP, Agreement of Limited Partnership
dated as of April 10, 1990 (Exhibit A-7 to Post-Effective Amendment
No. 3 of Form U-1, File No. 70-7825, dated October 21, 1991).
B-16 EUA/ICC Agreement of Limited Partnership dated as of June 1, 1989
(Exhibit A-8 to Post-Effective Amendment No. 3 of Form U-1, File
No. 70-7825, dated October 21, 1991).
B-17 EUA/SYCOM General Partnership Agreement dated as of September 20,
1989 (Exhibit A-9 to Post-Effective Amendment No. 3 of Form U-1,
File No. 70-7825, dated October 21, 1991).
B-18 EUA/Highland Energy Partners, Agreement of Limited Partnership
dated as of September 27, 1990 (Exhibit A-10 to Post-Effective
Amendment No. 3 of Form U-1, File No. 70-7825, dated October 21,
1991).
B-19 Articles of Incorporation of EUA Energy Investment Corporation
(Exhibit B-14 to Form U5S of EUA for 1987).
B-20 By-Laws of EUA Energy Investment Corporation (Exhibit B-15 to Form
U5S of EUA for 1987).
B-21 Articles of Incorporation of EUA Ocean State Corporation (Exhibit
B-16 to Form U5S of EUA for 1988).
B-22 By-Laws of EUA Ocean State Corporation (Exhibit B-17 to Form U5S of
EUA for 1988).
B-23 Charter of Newport, as amended (Exhibit B-18 to Form U5S of EUA for
1990).
B-24 By-Laws of Newport (Exhibit B-19 to Form U5S of EUA for 1990).
B-25 Ocean State Power Amended and Restated General Partnership
Agreement among EUA Ocean State, Ocean State Power Company, TCPL
Power Ltd., Narragansett Energy Resources Company and NECO Power,
Inc. (collectively, the "OSP Partners") dated as of December 2,
1988, and First Amendment thereto dated as of March 27, 1989
(Exhibit 10-107, Form 10-K of EUA for 1989, File No. 1-5366).
B-26 Ocean State Power II Amended and Restated General Partnership
Agreement among EUA Ocean State, JMC Ocean State Corporation,
Makowski Power, Inc., TCPL Power Ltd., Narragansett Energy
Resources Company and Newport Electric Power Corporation
(collectively, the "OSP II Partners") dated as of September 29,
1989 (Exhibit 10-110, Form 10-K of EUA for 1989, File No. 1-5366).
Exhibit C -
(a)
C-1 Form of 8% Debenture Bonds due 2000 of Montaup (Exhibit 4-10,
Registration File No. 2-41488).
C-2 Form of 8-1/4% Debenture Bonds due 2003 of Montaup (Exhibit B-3,
Form U5S of EUA for year 1973).
C-3 Form of 14% Debenture Bonds due 2005 of Montaup (Exhibit 4-11,
Registration No. 2-55990).
C-4 Form of 10% Debenture Bonds due 2008 of Montaup (Exhibit 5-3,
Registration No. 2-65785).
C-5 Form of 16-1/2% Debenture Bonds due 2010 of Montaup (Exhibit 4-11,
Form 10-K of EUA for 1980, File No. 1-5366).
C-6 Form of 12-3/8% Debenture Bonds due 2013 of Montaup (Exhibit 4-13,
Form 10-K of EUA for 1983, File No. 1-5366).
C-7 Form of 9% Debenture Bonds due 2020 of Montaup (Exhibit 4-10, Form
10-K of Eastern Edison for 1990, File No. 0-8480).
C-8 Form of 9-3/8% Debenture Bonds due 2020 of Montaup (Exhibit 4-11,
Form 10-K of Eastern Edison for 1990, File No. 0-8480).
C-9 Indenture of First Mortgage and Deed of Trust dated as of September
1, 1948 of Eastern Edison (Exhibit 4-1, Registration No. 2-77468).
C-10 First Supplemental Indenture dated as of February 1, 1953 of
Eastern Edison (Exhibit A, File No. 70-3015).
C-11 Second Supplemental Indenture dated as of May 1, 1954 of Eastern
Edison (Exhibit A-3, File No. 70-3371).
C-12 Third Supplemental Indenture dated as of June 1, 1955 of Eastern
Edison (Exhibit C to Certificate of Notification, File No. 70-3371).
C-13 Fourth Supplemental Indenture dated as of September 1, 1957 of
Eastern Edison (Exhibit D to Certificate of Notification, File No.
70-3619).
C-14 Fifth Supplemental Indenture dated as of April 1, 1959 of Eastern
Edison (Exhibit D to Certificate of Notification, File No. 70-3798).
C-15 Sixth Supplemental Indenture dated as of October 1, 1963 of Eastern
Edison (Exhibit F to Certificate of Notification, File No. 70-4164).
C-16 Seventh Supplemental Indenture dated as of June 1, 1969 of Eastern
Edison (Exhibit D to Certificate of Notification, File No. 70-4748).
C-17 Eighth Supplemental Indenture dated as of July 1, 1972 of Eastern
Edison (Exhibit C to Certificate of Notification, File No. 70-5195).
C-18 Ninth Supplemental Indenture dated as of September 1, 1973 of
Eastern Edison (Exhibit F to Certificate of Notification, File No.
70-5379).
C-19 Tenth Supplemental Indenture dated as of October 1, 1975 of Eastern
Edison (Exhibit C to Certificate of Notification, File No.
70-5719).
C-20 Eleventh Supplemental Indenture dated as of January 1, 1979 of
Eastern Edison (Exhibit 5-24, Registration No. 2-65785).
C-21 Twelfth Supplemental Indenture dated as of October 1, 1980 of
Eastern Edison (Exhibit F to Certificate of Notification, File No.
70-6463).
C-22 Thirteenth Supplemental Indenture dated as of July 1, 1981 of
Eastern Edison (Exhibit C to Certificate of Notification, File No.
70-6608).
C-23 Fourteenth Supplemental Indenture dated as of June 1, 1982 of
Eastern Edison (Exhibit C to Certificate of Notification, File No.
70-6737).
C-24 Fifteenth Supplemental Indenture dated as of August 1, 1983 of
Eastern Edison (Exhibit F to Certificate of Notification, File No.
70-6851).
C-25 Sixteenth Supplemental Indenture dated as of September 1, 1984 of
Eastern Edison (Exhibit 4-31, Form 10-K of EUA for 1984, File No.
1-5366).
C-26 Seventeenth Supplemental Indenture dated as of July 1, 1986 of
Eastern Edison. (Exhibit F to Certificate of Notification, File
No. 70-7254).
C-27 Eighteenth Supplemental Indenture dated as of June 1, 1987 of
Eastern Edison (Exhibit C to Certificate of Notification, File No.
70-7373).
C-28 Nineteenth Supplemental Indenture dated as of November 1, 1987 of
Eastern Edison (Exhibit C to Certificate of Notification, File No.
70-7373).
C-29 Twentieth Supplemental Indenture dated as of May 1, 1988 of Eastern
Edison (Exhibit C to Certificate of Notification, File No. 70-7373).
C-30 Twenty-first Supplemental Indenture dated as of September 1, 1988
of Eastern Edison (Exhibit F to Certificate of Notification, File
No. 70-7511).
C-31 Twenty-second Supplemental Indenture dated as of December 1, 1990
of Eastern Edison (Exhibit 4-34, Form 10-K of Eastern Edison for
1990, File No. 0-8480).
C-32 Twenty-third Supplemental Indenture dated as of July 1, 1992 of
Eastern Edison (Exhibit 4-24, Form 10-K of Eastern Edison for 1992,
File No. 0-8480).
*C-33 Twenty-Fourth Supplemental Indenture of Eastern Edison dated as of
May 1, 1993.
*C-34 Twenty-Fifth Supplemental Indenture of Eastern Edison dated as of
July 1, 1993.
*C-35 Twenty-Fifth Supplemental Indenture of Eastern Edison dated as of
September 1, 1993.
C-36 Indenture dated as of December 1, 1990 of Eastern Edison with
Citibank, N.A., as Trustee (Exhibit 4-35, Form 10-K of Eastern
Edison for 1990, File No. 0-8480).
C-37 Form of Eastern Edison Medium Term Note (Exhibit 4-36, Form 10-K of
Eastern Edison for 1990, File No. 0-8480).
C-38 First Mortgage Indenture and Deed of Trust dated as of December 1,
1980 of Blackstone (Exhibit A, Form 8-K of EUA dated January 14,
1981, File No. 1-5366).
C-39 First Supplemental Indenture dated as of August 1, 1989 of
Blackstone (Exhibit 4-33, Form 10-K of EUA for 1989, File 1-5366).
C-40 Second Supplemental Indenture dated as of November 26, 1990 of
Blackstone (Exhibit 4-3, Form 10-K of BVE for 1990, File No.
0-2602).
C-41 Loan Agreement between Rhode Island Industrial Facilities
Corporation and Blackstone dated as of December 1, 1984 (Exhibit
10-72, Form 10-K of EUA for 1984, File No. 1-5366).
C-42 Note Purchase Agreement dated as of January 13, 1988 of Service
(Exhibit 4-38, Form 10-K of EUA for 1987, File No. 1-5366).
C-43 Note Agreement dated as of June 28, 1990 of EUA Cogenex with the
Prudential Insurance Company of America (Exhibit 4-46, Form 10-K of
EUA for 1990, File No. 1-5366).
C-44 Note Agreement dated as of October 29, 1991 between EUA Cogenex and
Prudential Insurance Company of America (Exhibit 4-55, Form 10-K of
EUA for 1991, File No. 1-5366).
C-45 Note Purchase Agreement dated as of September 29, 1992 of EUA
Cogenex and the Prudential Life Insurance Company of America
(Exhibit 4-44 to Form 10-K of EUA for 1992, File No. 1-5366).
C-46 Guaranty, dated June 28, 1990, made by Eastern Utilities Associates
in favor of The Prudential Insurance Company of America (Exhibit
B-2 to Form U-1, File No. 70-7655, dated June 14, 1990).
C-47 Indenture of First Mortgage dated as of June 1, 1954 of Newport, as
supplemented on August 1, 1959, April 1, 1962, October 1, 1964,
April 1, 1967, September 1, 1969, September 1, 1970, June 1, 1978,
October 1, 1978, May 1, 1986, December 1, 1987 and November 1, 1989
(Exhibit 4-49, Form 10-K of EUA for 1990, File No. 1-5366).
C-48 United States Government Small Business Administration Loan to
Newport entitled, "Base Closing Economic Injury Loan", signed May
30, 1975 and amended on October 6, 1983 (Exhibit 4-50, Form 10-K of
EUA for 1990, File No. 1-5366).
C-49 Indenture of Second Mortgage dated as of September 1, 1982 of
Newport, as supplemented on December 1, 1988 (Exhibit 4-51, Form
10-K of EUA for 1990, File No. 1-5366).
C-50 Loan Agreement between Rhode Island Port Authority and Economic
Development Corporation and Newport dated as of September 1, 1982
(Exhibit 4-52, Form 10-K of EUA for 1990, File No. 1-5366).
C-51 Note Purchase Agreement dated as of January 16, 1992 between EUA
Ocean State Corporation and John Hancock Mutual Life Insurance
Company (Exhibit 4-56, Form 10-K of EUA for 1991, File No. 1-5366).
C-52 Guaranty, dated January 16, 1993 made by EUA in favor of John
Hancock Mutual Life Insurance Company (Exhibit 10-125, Form 10-K of
EUA for 1991, File No. 1-5366).
C-53 Service contract and supplement among the EUA System, New England
Electric System, Boston Edison Co., New England Gas & Electric
Association system and Vermont Electric Power Company, Inc. for
services to be provided by the New England Power Service Company
dated as of January 1, 1994 (filed as Exhibit 10-14.03 to EUA's
Form 10-K for 1993, File No. 1-5336).
C-54 Thirtieth Amendment to NEPOOL Agreement dated as of June 1, 1993
regarding pool planning, pool-planned facilities, pool-planned
purchases and pool-planned unit provisions (filed as Exhibit
10-15.03 to EUA's Form 10-K for 1993, File No. 1-5336).
C-55 Trust Agreement dated as of July 1, 1993 between Massachusetts
Industrial Finance Agency and Shawmut Bank, N.A. (filed as
Exhibit 10-1.08 to Eastern Edison's Form 10-K for 1993, File No.
0-8480).
C-56 Loan Agreement dated as of July 1, 1993 between Massachusetts
Industrial Finance Agency and Eastern Edison (filed as Exhibit
10-2.08 to Eastern Edison's Form 10-K for 1993, File No. 0-8480).
C-57 Power Purchase Agreement entered into as of September 20, 1993 by
and between Meridian Middleboro Limited Partnership and Eastern
Edison Company (filed as Exhibit 10-3.08 to Eastern Edison's Form
10-K for 1993, File No. 0-8480).
C-58 Inducement Letter dated July 14, 1993 from Eastern Edison to the
Massachusetts Industrial Finance Agency and Goldman, Sachs &
Company and Citicorp Securities Markets, Inc. (filed as Exhibit
10-4.08 to Eastern Edison's Form 10-K for 1993, File No. 0-8480).
C-59 Indenture dated September 1, 1993 between EUA Cogenex and the Bank
of New York as Trustee (filed as Exhibit 4-4.10 to EUA's Form 10-K
for 1993, File No. 1-5366).
C-60 Loan Agreement between the Rhode Island Port Authority and Economic
Development Corporation and Newport Electric Corporation dated as
of January 6, 1994 (filed as Exhibit 4-14.14 to EUA's Form 10-K for
1993, File No. 1-5366).
C-61 Trust Indenture between the Rhode Island Authority and Economic
Development Corporation and Newport Electric Corporation dated as
of January 1, 1994 (filed as Exhibit 4-5.14 to EUA's Form 10-K for
1993, File No. 1-5366).
C-62 Letter of Credit and Reimbursement Agreement among Newport and the
Canadian Imperial Bank of Commerce dated January 6, 1994 (filed as
Exhibit 4-6.14 to EUA's Form 10-K for 1993, File No. 1-5366).
C-63 Memorandum of understanding by and between Canal Electric Company
and Montaup Electric Company dated September 23, 1993 (Exhibit
10-39.05, Eastern Edison 10-K for 1993, File No. 0-8480).
C-64 Ancillary Agreement by and between Algonquin Gas Transmission
Company, Canal Electric Company and Montaup Electric Company dated
October 8, 1993 (Exhibit 10-40.05 of Eastern Edison 10-K for 1993,
File No. 0-8480).
(b) None
*Exhibit D - Tax allocation agreement for 1994 pursuant to Rule 45(c).
Exhibit E - Other documents. None.
Exhibit F - Supporting schedules (see pages 52-54).
SIGNATURE
The undersigned system company has duly caused this annual report to be
signed on its behalf by the undersigned thereunto duly authorized, pursuant to
the requirements of the Public Utility Holding Company Act of 1935.
EASTERN UTILITIES ASSOCIATES
and Subsidiaries
By __________________________
R. M. Burns, Comptroller
(Principal Accounting Officer)
April 28, 1994
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEETS
DECEMBER 31, 1993
ASSETS
<CAPTION>
Eastern EUA
EUA Utilities Service
Consolidated Eliminations Associates Corporation
<S> <C> <C> <C> <C>
Utility Plant and Other Investments:
Utility plant in service $1,016,452,356 $ $ $30,657,575
Less accumulated provision for depreciation
and amortization 296,995,073 10,077,759
Net utility plant in service 719,457,283 20,579,816
Construction work in progress (Notes H and J) 8,728,261 171,025
Net utility plant 728,185,544 20,750,841
Non-utility property 123,110,177
Less accumulated provision for depreciation 23,319,207
Net non-utility property 99,790,970
Investments in subsidiaries (at equity) 73,631,510 703,144,760 336,901,930
Excess of carring values of investments
in subsidiaries 17,488 17,488
Notes receivable 50,918,149
Other 346,518 1,000
Total Utility Plant and Other Investments 952,890,179 703,144,760 336,920,418 20,750,841
Current Assets:
Cash and temporary cash investments 4,180,382 145,221
Notes receivable 16,407,144 12,772,927 12,772,927
Accounts receivable - Net:
Customers 57,473,414
Accrued unbilled revenue 10,481,194
Others 16,885,050 8,370,138 575,368
Accounts receivable - associated companies 63,913,390 766,860 6,249,060
Materials and supplies (at average cost):
Fuel 6,410,423
Plant materials and operating supplies 6,722,060 48,946
Other current assets 16,340,106 90,833 215,335
Total Current Assets 134,899,773 76,686,317 22,000,758 7,233,930
Deferred Debits:
Unamortized debt expense 6,641,793 165,906
Unrecovered regulatory plant costs (Note J) 16,907,500
Other deferred debits 91,798,276 7,496,321 686,457
Total Deferred Debits 115,347,569 7,496,321 852,363
Total Assets $1,203,137,521 $779,831,077 $366,417,497 $28,837,134
LIABILITIES
Capitalization:
Common equity $333,165,135 $529,862,672 $333,229,955 $4,915,103
Non-redeemable preferred stock of subsidiaries 6,900,550 1,500,000
Redeemable preferred stock of
subsidiaries - net 29,898,989
Preferred stock redemption cost (4,846,081)
Long-term debt - net 496,815,788 171,782,087 14,500,000
Total Capitalization 861,934,381 703,144,759 333,229,955 19,415,103
Current Liabilites:
Preferred stock sinking fund requirements 50,000
Long-term debt due within one year 5,415,378 1,100,000
Notes payable 37,168,000 12,772,927 28,580,000
Accounts payable 36,110,544 107,359 1,627,076
Accounts payable - associated companies 58,140,227 128,427 58,660
Customer deposits 4,571,767
Taxes accrued 12,298,624 7,482
Interest accrued 10,687,638 5,773,164 82,451 803,468
Dividends accrued 86,464
Other current liabilites 14,627,396 3,207,873 68,099
Total Current Liabilties 121,015,811 76,686,318 32,106,110 3,664,785
Deferred Credits:
Unamortized investment credit 23,273,990
Other deferred credits 59,472,915 5,709,570
Total Deferred Credits 82,746,905 5,709,570
Accumulated deferred taxes 137,440,424 1,081,432 47,676
Commitments and contingencies (Note J)
Total Liabilities and Capitalization $1,203,137,521 $779,831,077 $366,417,497 $28,837,134
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEETS (continued)
DECEMBER 31, 1993
<CAPTION>
ASSETS Blackstone
Valley Newport Eastern Montaup
Electric Electric Edison Electric
Company Corporation Company Company
<S> <C> <C> <C> <C>
Utility Plant and Other Investments:
Utility plant in service $128,629,557 $72,501,826 $213,385,135 $571,278,263
Less accumulated provision for depreciation
and amortization 40,599,476 19,925,715 66,081,624 160,310,499
Net utility plant in service 88,030,081 52,576,111 147,303,511 410,967,764
Construction work in progress (Notes H and J) 702,059 1,075,055 1,267,993 5,512,129
Net utility plant 88,732,140 53,651,166 148,571,504 416,479,893
Non-utility property 70,206 105,734 2,609,614
Less accumulated provision for depreciation 21,004 9,697
Net non-utility property 49,202 96,037 2,609,614
Investments in subsidiaries (at equity) 366,242,831 13,424,590
Excess of carring values of investments
in subsidiaries
Notes receivable
Other 50,405
Total Utility Plant and Other Investments 88,781,342 53,651,166 514,960,777 432,514,097
Current Assets:
Cash and temporary cash investments 757,014 146,564 945 695,836
Notes receivable
Accounts receivable - Net:
Customers 11,376,398 5,211,227 24,519,099 1,470,141
Accrued unbilled revenue 1,232,822 653,344 8,595,028
Others 1,578,076 1,611,774 1,801,953 767,210
Accounts receivable - associated companies 633,946 180,218 5,761,047 50,313,129
Materials and supplies (at average cost):
Fuel 86,204 6,324,219
Plant materials and operating supplies 740,166 802,142 1,518,026 1,995,555
Other current assets 2,968,402 745,206 4,659,765 6,187,888
Total Current Assets 19,286,824 9,436,679 46,855,863 67,753,978
Deferred Debits:
Unamortized debt expense 879,822 446,993 3,606,784 32,714
Unrecovered regulatory plant costs (Note J) 16,907,500
Other deferred debits 5,603,680 3,950,339 26,377,638 44,360,205
Total Deferred Debits 6,483,502 4,397,332 29,984,422 61,300,419
Total Assets $114,551,668 $67,485,177 $591,801,062 $561,568,494
LIABILITIES
Capitalization:
Common equity $35,378,948 $21,841,822 $223,005,067 $192,960,743
Non-redeemable preferred stock of subsidiaries 6,129,500 771,050 1,500,000
Redeemable preferred stock of
subsidiaries - net 229,453 29,669,536
Preferred stock redemption cost (4,846,081)
Long-term debt - net 39,500,000 22,661,568 264,134,022 171,782,088
Total Capitalization 81,008,448 45,503,893 511,962,544 366,242,831
Current Liabilites:
Preferred stock sinking fund requirements 50,000
Long-term debt due within one year 1,838,718
Notes payable
Accounts payable 325,053 2,656,421 1,246,221 21,364,905
Accounts payable - associated companies 8,303,057 4,840,020 41,505,399 2,438,537
Customer deposits 1,956,110 941,359 1,141,406
Taxes accrued 5,701,474 508,612 336,501 3,888,730
Interest accrued 1,137,349 1,135,030 5,174,082 6,093,136
Dividends accrued 72,187 14,277
Other current liabilites 1,099,564 750,168 900,235 8,108,246
Total Current Liabilties 18,594,794 12,734,605 50,303,844 41,893,554
Deferred Credits:
Unamortized investment credit 2,673,606 1,468,074 4,862,576 14,269,734
Other deferred credits 5,689,243 1,775,215 9,171,904 37,056,848
Total Deferred Credits 8,362,849 3,243,289 14,034,480 51,326,582
Accumulated deferred taxes 6,585,577 6,003,390 15,500,194 102,105,527
Commitments and contingencies (Note J)
Total Liabilities and Capitalization $114,551,668 $67,485,177 $591,801,062 $561,568,494
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING BALANCE SHEETS (continued)
DECEMBER 31, 1993
<CAPTION>
ASSETS EUA
EUA Energy EUA
Cogenex Investment Ocean State
Corporation Corporation Corporation
<S> <C> <C> <C>
Utility Plant and Other Investments:
Utility plant in service $ $ $
Less accumulated provision for depreciation
and amortization
Net utility plant in service
Construction work in progress (Notes H and J)
Net utility plant
Non-utility property 120,324,623
Less accumulated provision for depreciation 23,288,506
Net non-utility property 97,036,117
Investments in subsidiaries (at equity) 317,539 59,889,380
Excess of carring values of investments
in subsidiaries
Notes receivable 50,918,149
Other 295,113
Total Utility Plant and Other Investments 147,954,266 317,539 60,184,493
Current Assets:
Cash and temporary cash investments 2,429,685 1,573 3,544
Notes receivable 16,407,144
Accounts receivable - Net:
Customers 14,896,549
Accrued unbilled revenue
Others 2,048,816 131,715
Accounts receivable - associated companies 9,130
Materials and supplies (at average cost):
Fuel
Plant materials and operating supplies 1,617,225
Other current assets 1,462,265 5,206 5,206
Total Current Assets 38,861,684 138,494 17,880
Deferred Debits:
Unamortized debt expense 1,006,021 503,553
Unrecovered regulatory plant costs (Note J)
Other deferred debits 3,303,490 14,582 5,564
Total Deferred Debits 4,309,511 14,582 509,117
Total Assets $191,125,461 $470,615 $60,711,490
LIABILITIES
Capitalization:
Common equity $39,270,351 ($4,142,016) $16,567,834
Non-redeemable preferred stock of subsidiaries
Redeemable preferred stock of
subsidiaries - net
Preferred stock redemption cost
Long-term debt - net 120,000,000 36,020,197
Total Capitalization 159,270,351 (4,142,016) 52,588,031
Current Liabilites:
Preferred stock sinking fund requirements
Long-term debt due within one year 2,476,660
Notes payable 15,879,000 4,713,927 768,000
Accounts payable 8,778,580 4,929
Accounts payable - associated companies 776,847 65,632 23,648
Customer deposits 532,892
Taxes accrued 992,029 863,796
Interest accrued 1,132,269 595,285 307,732
Dividends accrued
Other current liabilites 489,545 3,666
Total Current Liabilties 28,581,162 5,379,773 4,443,502
Deferred Credits:
Unamortized investment credit
Other deferred credits 70,135
Total Deferred Credits 70,135
Accumulated deferred taxes 3,203,813 (767,142) 3,679,957
Commitments and contingencies (Note J)
Total Liabilities and Capitalization $191,125,461 $470,615 $60,711,490
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF CAPITALIZATION
DECEMBER 31, 1993
<CAPTION>
Eastern EUA
EUA Utilities Service
Consolidated Eliminations Associates Corporation
<S> <C> <C> <C> <C>
Common Equity:
Common shares, $5 par value of Registrant (1) $95,162,990 $161,456,906 $95,162,990 $1,000
Other paid-in capital 202,181,825 147,698,041 202,181,825 5,000,000
Common share expense (3,822,174) (742,215) (3,778,262)
Retained earnings 39,642,494 221,449,939 39,663,402 (85,897)
Total Common Equity 333,165,135 529,862,671 333,229,955 4,915,103
Non-Redeemable Preferred:
4.25%, $100 par value, 35,000 shares (2) 3,500,000
5.60%, $100 par value, 25,000 shares (2) 2,500,000
3.75%, $100 par value, 7,689 shares(2) 768,900
Montaup Preferred, $100 par value 1,500,000
Premium, net of expense 131,650
Total Non-Redeemable 6,900,550 1,500,000
Redeemable Preferred:
6.625%, $100 par value, 30,000 shares(2) 30,000,000
9.75%, $100 par value, 2,900 shares(2) 240,000
Expense, net of premium (341,009)
Preferred stock redemption cost (4,846,082)
Total Redeemable 25,052,909
Long-Term Debt:
Secured Notes:
10.2% due 2008 (Note F) 15,600,000 15,600,000
Unsecured Notes:
9.59% due 2011 38,496,857
7% due 2000 50,000,000
7.22% due 1997 15,000,000
9.6% due 2001 20,000,000
10.56% due 2005 35,000,000
9%-9.25% Series A due 1995 25,000,000
Variable Rate Bonds:
Demand due 2014 (3) 6,500,000
First Mortgage and Collateral Trust Bonds:
5.875% due 1998 20,000,000
8.9% Secured medium-term notes due 1995 10,000,000
6.875% due 2003 40,000,000
8% due 2023 40,000,000
6.35% due 2003 8,000,000
4.875% due 1996 7,000,000
7.875% Secured medium-term notes due 2002 35,000,000
5.75% due 1998 40,000,000
Pollution Control Revenue Bonds:
5.875% due 2008 $40,000,000
Debenture Bonds:
8% due 2000 8,500,000
8-1/4% due 2003 12,800,000
14% due 2005 26,000,000
10% due 2008 9,275,000
16-1/2% due 2010 19,000,000
12-3/8% due 2013 30,000,000
10-1/8% due 2008 36,207,088
9% due 2020 5,000,000
9-3/8% due 2020 25,000,000
First Mortgage Bonds:
9-1/2% due 2004 (Series B) 15,000,000
10.35% due 2010 (Series C) 18,000,000
4-3/4% due 1994 1,000,000
9% due 1999 1,400,000
9.8% due 1999 8,000,000
8.95% due 2001 5,200,000
Second Mortgage Bonds:
12% due 2011 6,045,000
8-1/2% due 1998 1,880,000
6-1/2% SBA Loan due 2005 975,286
Unamortized (Discount) - Net (865,977)
502,231,166 171,782,088 15,600,000
Less portion due within one year 5,415,379 1,100,000
Total Long-Term Debt 496,815,787 171,782,088 14,500,000
Total Capitalization $861,934,381 $703,144,759 $333,229,955 $19,415,103
(1) Authorized 36,000,000 shares, outstanding 18,959,650
(2) Authorized and Outstanding.
(3) Weighted average interest rate was 2.5% for 1993.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF CAPITALIZATION (continued)
DECEMBER 31, 1993
<CAPTION>
Blackstone
Valley Newport Eastern Montaup
Electric Electric Edison Electric
Company Corporation Company Company
<S> <C> <C> <C> <C>
Common Equity:
Common shares, $5 par value of Registrant (1) $9,203,100 $11,368,779 $72,283,925 $68,600,000
Other paid-in capital 17,907,930 9,000,000 47,249,634 29,528,000
Common share expense (742,215) (43,912)
Retained earnings 8,267,918 2,215,257 103,515,420 94,832,743
Total Common Equity 35,378,948 21,841,821 223,005,067 192,960,743
Non-Redeemable Preferred:
4.25%, $100 par value, 35,000 shares (2) 3,500,000
5.60%, $100 par value, 25,000 shares (2) 2,500,000
3.75%, $100 par value, 7,689 shares(2) 768,900
Montaup Preferred, $100 par value 1,500,000
Premium, net of expense 129,500 2,150
Total Non-Redeemable 6,129,500 771,050 1,500,000
Redeemable Preferred:
6.625%, $100 par value, 30,000 shares(2) 30,000,000
9.75%, $100 par value, 2,900 shares(2) 240,000
Expense, net of premium (10,545) (330,464)
Preferred stock redemption cost (4,846,082)
Total Redeemable 229,455 24,823,454
Long-Term Debt:
Secured Notes:
10.2% due 2008 (Note F)
Unsecured Notes:
9.59% due 2011
7% due 2000
7.22% due 1997
9.6% due 2001
10.56% due 2005
9%-9.25% Series A due 1995 25,000,000
Variable Rate Bonds:
Demand due 2014 (3) 6,500,000
First Mortgage and Collateral Trust Bonds:
5.875% due 1998 20,000,000
8.9% Secured medium-term notes due 1995 10,000,000
6.875% due 2003 40,000,000
8% due 2023 40,000,000
6.35% due 2003 8,000,000
4.875% due 1996 7,000,000
7.875% Secured medium-term notes due 2002 35,000,000
5.75% due 1998 40,000,000
Pollution Control Revenue Bonds:
5.875% due 2008 $40,000,000
Debenture Bonds:
8% due 2000 8,500,000
8-1/4% due 2003 12,800,000
14% due 2005 26,000,000
10% due 2008 9,275,000
16-1/2% due 2010 19,000,000
12-3/8% due 2013 30,000,000
10-1/8% due 2008 36,207,088
9% due 2020 5,000,000
9-3/8% due 2020 25,000,000
First Mortgage Bonds:
9-1/2% due 2004 (Series B) 15,000,000
10.35% due 2010 (Series C) 18,000,000
4-3/4% due 1994 1,000,000
9% due 1999 1,400,000
9.8% due 1999 8,000,000
8.95% due 2001 5,200,000
Second Mortgage Bonds:
12% due 2011 6,045,000
8-1/2% due 1998 1,880,000
6-1/2% SBA Loan due 2005 975,286
Unamortized (Discount) - Net (865,977)
39,500,000 24,500,286 264,134,023 171,782,088
Less portion due within one year 1,838,719
Total Long-Term Debt 39,500,000 22,661,567 264,134,023 171,782,088
Total Capitalization $81,008,448 $45,503,893 $511,962,544 $366,242,831
(1) Authorized 36,000,000 shares, outstanding 18,959,650
(2) Authorized and Outstanding.
(3) Weighted average interest rate was 2.5% for 1993.
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF CAPITALIZATION (continued)
DECEMBER 31, 1993
<CAPTION>
EUA
EUA Energy EUA
Cogenex Investment Ocean State
Corporation Corporation Corporation
<S> <C> <C> <C>
Common Equity:
Common shares, $5 par value of Registrant (1) $100 $1 $1
Other paid-in capital 27,553,279 999 11,458,199
Common share expense
Retained earnings 11,716,972 (4,143,016) 5,109,634
Total Common Equity 39,270,351 (4,142,016) 16,567,834
Non-Redeemable Preferred:
4.25%, $100 par value, 35,000 shares (2)
5.60%, $100 par value, 25,000 shares (2)
3.75%, $100 par value, 7,689 shares(2)
Montaup Preferred, $100 par value
Premium, net of expense
Total Non-Redeemable
Redeemable Preferred:
6.625%, $100 par value, 30,000 shares(2)
9.75%, $100 par value, 2,900 shares(2)
Expense, net of premium
Preferred stock redemption cost
Total Redeemable
Long-Term Debt:
Secured Notes:
10.2% due 2008 (Note F)
Unsecured Notes:
9.59% due 2011 38,496,857
7% due 2000 50,000,000
7.22% due 1997 15,000,000
9.6% due 2001 20,000,000
10.56% due 2005 35,000,000
9%-9.25% Series A due 1995
Variable Rate Bonds:
Demand due 2014 (3)
First Mortgage and Collateral Trust Bonds:
5.875% due 1998
8.9% Secured medium-term notes due 1995
6.875% due 2003
8% due 2023
6.35% due 2003
4.875% due 1996
7.875% Secured medium-term notes due 2002
5.75% due 1998
Pollution Control Revenue Bonds:
5.875% due 2008
Debenture Bonds:
8% due 2000
8-1/4% due 2003
14% due 2005
10% due 2008
16-1/2% due 2010
12-3/8% due 2013
10-1/8% due 2008
9% due 2020
9-3/8% due 2020
First Mortgage Bonds:
9-1/2% due 2004 (Series B)
10.35% due 2010 (Series C)
4-3/4% due 1994
9% due 1999
9.8% due 1999
8.95% due 2001
Second Mortgage Bonds:
12% due 2011
8-1/2% due 1998
6-1/2% SBA Loan due 2005
Unamortized (Discount) - Net
120,000,000 38,496,857
Less portion due within one year 2,476,660
Total Long-Term Debt 120,000,000 36,020,197
Total Capitalization $159,270,351 ($4,142,016) $52,588,031
(1) Authorized 36,000,000 shares, outstanding 18,959,650
(2) Authorized and Outstanding.
(3) Weighted average interest rate was 2.5% for 1993.
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1993
<CAPTION>
Eastern EUA
EUA Utilities Service
Consolidated Eliminations Associates Corporation
<S> <C> <C> <C> <C>
Operating Revenues $566,477,217 $325,655,455 $ $
Operating Expenses:
Operation $381,713,758 365,378,997 1,043,978 37,234,943
Maintenance 25,147,999 376,865 522 924,337
Depreciation and amortization 44,721,790 690,181 2,039 1,344,120
Taxes - Other than income 24,468,444 852,226 4,554 2,009,051
- Income (credit) 10,482,767 31,075 (1,535) 14,335
- Deferred (credit) 4,536,594 (9,677) 152,769 (44,342)
Total Operating Expenses 491,071,352 367,319,667 1,202,327 41,482,444
Operating Income 75,405,865 (41,664,212) (1,202,327) (41,482,444)
Other Income and Deductions:
Interest and dividend income 4,934,589 20,513,580 518,142 692
Equity in earnings of jointly-
owned companies 14,140,545 62,050,720 41,096,876
Allowance for other funds used during
construction 378,666
Other (deductions) income - net (1,036,734) 42,467,907 6,199,709 43,550,699
Total Other Income 18,417,066 125,032,207 47,814,727 43,551,391
Income Before Interest Charges 93,822,931 83,367,995 46,612,400 2,068,947
Interest Charges:
Interest on long-term debt 41,529,993 19,994,753 1,591,200
Amortization of debt expense and premium 1,904,050 37,043
Other interest expense (principally
short-term notes) 4,136,889 1,322,522 1,681,277 47,351
Allowance for borrowed funds used during
construction - (credit) (1,988,759)
Total Interest Charges 45,582,173 21,317,275 1,681,277 1,675,594
Net Income 48,240,758 62,050,720 44,931,123 393,353
Preferred Dividends Requirement 3,309,635
Earnings available for common shareholders $44,931,123 $62,050,720 $44,931,123 $393,353
Earnings per EUA Common Share: 18,391,147
weighted average shares outstanding $2.44
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENTS (continued)
FOR THE YEARS ENDED DECEMBER 31, 1993
<CAPTION>
Blackstone
Valley Newport Eastern Montaup
Electric Electric Edison Electric
Company Corporation Company Company
<S> <C> <C> <C> <C>
Operating Revenues $143,665,758 $63,696,176 $270,983,237 $346,875,629
Operating Expenses:
Operation 115,665,485 51,296,841 234,861,366 260,649,771
Maintenance 3,070,535 1,890,636 4,470,687 11,782,783
Depreciation and amortization 5,122,422 2,463,000 8,815,997 17,633,535
Taxes - Other than income 9,508,055 4,048,347 3,941,406 5,345,094
- Income (credit) 1,590,430 (749,590) 4,696,430 8,200,392
- Deferred (credit) 397,198 1,258,624 (413,015) 3,461,536
Total Operating Expenses 135,354,125 60,207,858 256,372,871 307,073,111
Operating Income 8,311,633 3,488,318 14,610,366 39,802,518
Other Income and Deductions:
Interest and dividend income 41,312 192,849 20,091,084 347,670
Equity in earnings of jointly-
owned companies 20,953,844 1,749,838
Allowance for other funds used during
construction 43,045 46,210 104,219 185,192
Other (deductions) income - net (59,607) 273,556 (273,490) (459,719)
Total Other Income 24,750 512,615 40,875,657 1,822,981
Income Before Interest Charges 8,336,383 4,000,933 55,486,023 41,625,499
Interest Charges:
Interest on long-term debt 3,448,977 2,449,110 22,584,392 19,994,753
Amortization of debt expense and premium 98,033 88,877 1,436,525 169,933
Other interest expense (principally
short-term notes) 469,948 206,918 464,498 792,207
Allowance for borrowed funds used during
construction - (credit) (38,086) (55,141) (100,491) (285,237)
Total Interest Charges 3,978,872 2,689,764 24,384,924 20,671,656
Net Income 4,357,511 1,311,169 31,101,099 20,953,843
Preferred Dividends Requirement 288,750 64,422 2,956,463
Earnings available for common shareholders $4,068,761 $1,246,747 $28,144,636 $20,953,843
Earnings per EUA Common Share: 18,391,147
weighted average shares outstanding
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING INCOME STATEMENTS (continued)
FOR THE YEARS ENDED DECEMBER 31, 1993
<CAPTION>
EUA
EUA Energy EUA
Cogenex Investment Ocean State
Corporation Corporation Corporation
<S> <C> <C> <C>
Operating Revenues $66,911,872 $ $
Operating Expenses:
Operation 43,978,691 2,185,937 175,743
Maintenance 3,385,084 280
Depreciation and amortization 9,863,959 30,913 135,986
Taxes - Other than income 458,960 2,866 2,337
- Income (credit) (1,075,407) 56,470 (2,217,683)
- Deferred (credit) 364,334 (647,501) (2,686)
Total Operating Expenses 56,975,621 1,628,685 (1,906,023)
Operating Income 9,936,251 (1,628,685) 1,906,023
Other Income and Deductions:
Interest and dividend income 4,242,219 14,201
Equity in earnings of jointly-
owned companies 12,390,707
Allowance for other funds used during
construction
Other (deductions) income - net (2,998,028) 197,344 (4,999,291)
Total Other Income 1,244,191 197,344 7,405,617
Income Before Interest Charges 11,180,442 (1,431,341) 9,311,640
Interest Charges:
Interest on long-term debt 7,461,097 3,995,217
Amortization of debt expense and premium 45,664 27,975
Other interest expense (principally
short-term notes) 1,647,630 119,462 30,120
Allowance for borrowed funds used during
construction - (credit) (1,509,804)
Total Interest Charges 7,644,587 119,462 4,053,312
Net Income 3,535,855 (1,550,803) 5,258,328
Preferred Dividends Requirement
Earnings available for common shareholders $3,535,855 ($1,550,803) $5,258,328
Earnings per EUA Common Share: 18,391,147
weighted average shares outstanding
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Eastern EUA
EUA Utilities Service
Consolidated Eliminations Associates Corporation
<S> <C> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $48,240,758 $62,050,720 $44,931,123 $393,353
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities:
Depreciation and amortization 50,492,252 (251,125) 207,432 1,380,982
Amortization of nuclear fuel 5,135,804
Deferred taxes 11,098,766 (9,676) 5,353,874 (44,342)
Investment tax credit, net (1,278,907)
Allowance for funds used during construction (2,367,424)
Other - net 13,010,805 (6,287,106) (10,783,708) 6,321,299
Net Changes to Working Capital:
Accounts receivable (9,608,922) (26,542,765) (2,586,178) (3,496,231)
Materials and supplies 451,646 20,289
Notes receivable (5,602,627) (9,790,518) (9,790,518)
Accounts payable (1,884,922) 30,021,394 20,107 (237,051)
Accrued taxes 3,381,676 (3,643,428) (21,340)
Other - net (10,154,568) 164,797 (190,803) (2,717,457)
Net Cash Provided from (Used in) Operating Activities 100,914,337 45,712,293 27,161,329 1,599,502
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures (60,767,131) (380,305)
Increase/Decrease in other investments (13,244,257)
Investments in subsidiaries (7,300,000) (7,300,000)
Net Cash Used in Investing Activities (74,011,388) (7,300,000) (7,300,000) (380,305)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuances:
Common shares/capital contribution 46,313,383 7,300,000 46,313,383
Preferred stock 30,000,000
Long-term debt 245,000,000
Redemptions:
Long-term debt (214,809,073) (2,200,000)
Preferred stock (41,700,000)
Premium on reacquisition and financing expenses (14,955,662) (1,464,738)
EUA common share dividends paid (26,101,449) (55,014,562) (26,101,449)
Subsidiary preferred dividends paid (3,316,266) (488,250)
Net (decrease) increase in short-term debt (72,768,001) 9,790,519 (38,668,000)
Net Cash Provided from (Used in) Financing Activities (52,337,068) (38,412,293) (19,920,804) (2,200,000)
NET (DECREASE) INCREASE IN CASH (25,434,119) (59,475) (980,803)
Cash and temporary cash investments at beginning of year 29,614,502 59,475 1,126,024
Cash and temporary cash investments at end of year $4,180,383 $ $145,221
Cash paid during the year for:
Interest (net of amounts capitalized) $45,057,046 $19,994,755 $1,666,025 $1,746,978
Income Taxes(Refund) $12,918,701 ($4,957,404) $79,638
( ) denotes contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
Blackstone
Valley Newport Eastern Montaup
Electric Electric Edison Electric
Company Corporation Company Company
<S> <C> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $4,357,511 $1,311,169 $31,101,099 $20,953,843
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities:
Depreciation and amortization 5,918,253 3,200,282 11,268,984 18,207,436
Amortization of nuclear fuel 5,135,804
Deferred taxes 397,198 1,258,624 (413,014) 3,394,312
Investment tax credit, net (176,244) (86,160) (319,080) (697,423)
Allowance for funds used during construction (81,131) (101,351) (204,710) (470,428)
Other - net 428,407 (149,852) 3,567,911 (3,951,184)
Net Changes to Working Capital:
Accounts receivable 372,285 1,223,435 (369,132) (27,609,746)
Materials and supplies 124,225 150,441 162,336 736,691
Notes receivable
Accounts payable (2,399,071) 1,606,908 30,083,720 (2,903,956)
Accrued taxes (82,663) 28,575 303,525 531,141
Other - net (23,929) (1,483,335) (5,396,159) (750,877)
Net Cash Provided from (Used in) Operating Activities 8,834,841 6,958,736 69,785,480 12,575,613
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures (5,306,338) (4,039,931) (11,185,843) (11,395,280)
Increase/Decrease in other investments
Investments in subsidiaries
Net Cash Used in Investing Activities (5,306,338) (4,039,931) (11,185,843) (11,395,280)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuances:
Common shares/capital contribution
Preferred stock 30,000,000
Long-term debt 195,000,000
Redemptions:
Long-term debt (2,727,930) (205,000,000)
Preferred stock (100,000) (41,600,000)
Premium on reacquisition and financing expenses (100,447) (100,757) (12,428,567)
EUA common share dividends paid (3,241,332) (24,778,930) (22,329,300)
Subsidiary preferred dividends paid (288,750) (50,145) (2,977,371) (488,250)
Net (decrease) increase in short-term debt
Net Cash Provided from (Used in) Financing Activities (3,630,529) (2,978,832) (61,784,868) (22,817,550)
NET (DECREASE) INCREASE IN CASH (102,026) (60,027) (3,185,231) (21,637,217)
Cash and temporary cash investments at beginning of year 859,040 206,591 3,186,176 22,333,054
Cash and temporary cash investments at end of year $757,014 $146,564 $945 $695,837
Cash paid during the year for:
Interest (net of amounts capitalized) $3,441,781 $2,419,725 $27,283,177 $19,525,945
Income Taxes(Refund) $2,430,480 ($2,331,744) $4,588,416 $8,784,038
( ) denotes contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEAR ENDED DECEMBER 31, 1993
<CAPTION>
EUA
EUA Energy EUA
Cogenex Investment Ocean State
Corporation Corporation Corporation
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net Income $3,535,855 ($1,550,803) $5,258,328
Adjustments to Reconcile Net Income
to Net Cash Provided by Operating Activities:
Depreciation and amortization 9,863,959 30,913 162,886
Amortization of nuclear fuel
Deferred taxes 364,335 (703,368) 1,481,471
Investment tax credit, net
Allowance for funds used during construction (1,509,804)
Other - net 8,272,020 (14,543) 3,033,349
Net Changes to Working Capital:
Accounts receivable (3,570,557) (128,127) 12,564
Materials and supplies (742,336)
Notes receivable (5,602,627)
Accounts payable 1,914,331 65,649 (14,165)
Accrued taxes 32,519 452,154 (1,505,663)
Other - net 496,222 117,386 (40,819)
Net Cash Provided from (Used in) Operating Activities 13,053,917 (1,730,739) 8,387,951
CASH FLOW FROM INVESTING ACTIVITIES:
Construction expenditures (28,459,434)
Increase/Decrease in other investments (13,244,257)
Investments in subsidiaries
Net Cash Used in Investing Activities (41,703,691)
CASH FLOW FROM FINANCING ACTIVITIES:
Issuances:
Common shares/capital contribution 8,000,000 (700,000)
Preferred stock
Long-term debt 50,000,000
Redemptions:
Long-term debt (4,881,143)
Preferred stock
Premium on reacquisition and financing expenses (861,153)
EUA common share dividends paid (4,665,000)
Subsidiary preferred dividends paid
Net (decrease) increase in short-term debt (26,809,000) 1,731,518 768,000
Net Cash Provided from (Used in) Financing Activities 30,329,847 1,731,518 (9,478,143)
NET (DECREASE) INCREASE IN CASH 1,680,073 779 (1,090,192)
Cash and temporary cash investments at beginning of year 749,612 794 1,093,736
Cash and temporary cash investments at end of year $2,429,685 $1,573 $3,544
Cash paid during the year for:
Interest (net of amounts capitalized) $4,904,273 $4,063,897
Income Taxes(Refund) $1,974,694 ($450,639) $2,801,222
( ) denotes contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING STATMENTS OF RETAINED EARNINGS AND OTHER PAID-IN-CAPITAL
DECEMBER 31, 1993
<CAPTION>
Eastern EUA
EUA Utilities Service
Consolidated Eliminations Associates Corporation
<S> <C> <C> <C> <C>
Balance of retained earnings at begining of year $21,433,884 $214,404,656 $21,433,884 ($479,250)
Additions:
Net Income (Loss) 48,240,758 62,050,720 44,931,123 393,353
Total 69,674,642 276,455,376 66,365,007 (85,897)
Deductions:
Dividends:
Preferred - subsidiaries 3,330,543 488,250
Common - subsidiaries 55,014,562
Common - registrant - $1.42 per share 26,101,449 26,101,449
Total Dividends 29,431,992 55,502,812 26,101,449
Other 600,156 600,156 600,156
Total Deductions 30,032,148 56,102,968 26,701,605
Balance of retained earnings at end of period $39,642,494 $220,352,408 $39,663,402 ($85,897)
Other Paid-In Capital at Beginning of Year $161,590,081 $161,590,081
Additions:
Excess of aggregate sales price over par value of 385,825 EUA
Common Shares issued during 1993, in connection with the EUA
Dividend Reinvestment and Common Share Purchase Plan and
Employee Share Ownership Plans at an average price of $26.12 8,146,757 8,146,757
per Common Share
Common share issue in April (1.3 million shs.) 29,737,500 29,737,500
J.L. Day Co. acquisition in December (108,985 shs.) 2,454,887 2,454,887
Amortization restricted stock costs 252,600 252,600
Other Paid-In Capital at End of Year $202,181,825 $202,181,825
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING STATMENTS OF RETAINED EARNINGS AND OTHER PAID-IN-CAPITAL (continued)
DECEMBER 31, 1993
<CAPTION>
Blackstone
Valley Newport Eastern Montaup
Electric Electric Edison Electric
Company Corporation Company Company
<S> <C> <C> <C> <C>
Balance of retained earnings at begining of year $7,440,489 $972,146 $100,767,143 $96,696,450
Additions:
Net Income (Loss) 4,357,511 1,311,169 31,101,099 20,953,843
Total 11,798,000 2,283,315 131,868,242 117,650,293
Deductions:
Dividends:
Preferred - subsidiaries 288,750 64,421 2,977,372 488,250
Common - subsidiaries 3,241,332 24,778,930 22,329,300
Common - registrant - $1.42 per share
Total Dividends 3,530,082 64,421 27,756,302 22,817,550
Other 3,636 596,520
Total Deductions 3,530,082 68,057 28,352,822 22,817,550
Balance of retained earnings at end of period $8,267,918 $2,215,258 $103,515,420 $94,832,743
Other Paid-In Capital at Beginning of Year
Additions:
Excess of aggregate sales price over par value of 385,825 EUA
Common Shares issued during 1993, in connection with the EUA
Dividend Reinvestment and Common Share Purchase Plan and
Employee Share Ownership Plans at an average price of $26.12
per Common Share
Common share issue in April (1.3 million shs.)
J.L. Day Co. acquisition in December (108,985 shs.)
Amortization restricted stock costs
Other Paid-In Capital at End of Year
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
<TABLE>
EASTERN UTILITIES ASSOCIATES AND SUBSIDIARY COMPANIES
CONSOLIDATING STATMENTS OF RETAINED EARNINGS AND OTHER PAID-IN-CAPITAL (continued)
DECEMBER 31, 1993
<CAPTION>
EUA
EUA Energy EUA
Cogenex Investment Ocean State
Corporation Corporation Corporation
<S> <C> <C> <C>
Balance of retained earnings at begining of year $7,083,584 ($2,592,212) $4,516,306
Additions:
Net Income (Loss) 3,535,855 (1,550,803) 5,258,328
Total 10,619,439 (4,143,015) 9,774,634
Deductions:
Dividends:
Preferred - subsidiaries
Common - subsidiaries 4,665,000
Common - registrant - $1.42 per share
Total Dividends 4,665,000
Other
Total Deductions 4,665,000
Balance of retained earnings at end of period $10,619,439 ($4,143,015) $5,109,634
Other Paid-In Capital at Beginning of Year
Additions:
Excess of aggregate sales price over par value of 385,825 EUA
Common Shares issued during 1993, in connection with the EUA
Dividend Reinvestment and Common Share Purchase Plan and
Employee Share Ownership Plans at an average price of $26.12
per Common Share
Common share issue in April (1.3 million shs.)
J.L. Day Co. acquisition in December (108,985 shs.)
Amortization restricted stock costs
Other Paid-In Capital at End of Year
( ) Denotes Contra
The accompanying notes are an integral part of the financial statements.
</TABLE>
Notes To Consolidated Financial Statements
December 31, 1993
(A) Summary Of Significant Accounting Policies:
Basis of Consolidation: The consolidated financial statements include the
accounts of EUA and all subsidiaries. In 1993 EUA consolidated the EUA Cogenex
partnerships which had previously been accounted for as equity investments.
All material intercompany transactions between the consolidated subsidiaries
have been eliminated.
System of Accounts: The accounts of EUA and its consolidated subsidiaries
are maintained in accordance with the uniform system of accounts prescribed by
the regulatory bodies having jurisdiction.
Jointly Owned Companies: Montaup follows the equity method of accounting
for its stock ownership investments in jointly owned companies including four
regional nuclear generating companies. Montaup's investments in these nuclear
generating companies range from 2.25% to 4.50%. Montaup is entitled to
electricity produced from these facilities based on its ownership interests and
is billed for its entitlement pursuant to contractual agreements which are
approved by the Federal Energy Regulatory Commission (FERC). One of the four
facilities is being decommissioned, but Montaup is required to pay, and has
received FERC authorization to recover, its proportionate share of any
unrecovered costs and costs incurred after the plant's retirement.
Montaup also has a stock ownership investment of 3.27% in each of two
companies which own and operate certain transmission facilities between the
Hydro Quebec electric system and New England.
EUA Ocean State follows the equity method of accounting for its 29.9%
partnership interest in the Ocean State Power Project. Montaup's stock
ownership investments and EUA Ocean State's investment in the Ocean State Power
Project are included in "Investments in Jointly Owned Companies" on the
Consolidated Balance Sheet.
Plant and Depreciation: Utility plant is stated at original cost. The
cost of additions to utility plant includes contracted work, direct labor and
material, allocable overhead, allowance for funds used during construction and
indirect charges for engineering and supervision. For financial statement
purposes, depreciation is computed on the straight-line method based on
estimated useful lives of the various classes of property. On a consolidated
basis, provisions for depreciation on utility plant were equivalent to a
composite rate of approximately 3.4% in 1993 based on the average depreciable
property balances at the beginning and end of each year.
Non-utility property and equipment of EUA Cogenex is stated at original
cost. For financial statement purposes, depreciation on office furniture and
equipment and computer equipment is computed on the straight-line method based
on estimated useful lives ranging from five to fifteen years. Project
equipment is depreciated over the term of the applicable contracts or based on
the estimated useful lives, whichever is shorter, ranging from five to fifteen
years.
Allowance for Funds Used During Construction (AFUDC) and Capitalized
Interest:
AFUDC represents the estimated cost of borrowed and equity funds used to
finance the EUA System's construction program. In accordance with regulatory
accounting, AFUDC is capitalized as a cost of utility plant in the same manner
as certain general and administrative costs. AFUDC is not an item of current
cash income but is recovered over the service life of utility plant in the form
of increased revenues collected as a result of higher depreciation expense.
The combined rate used in calculating AFUDC was 9.5% in 1993. The caption
Allowance for Borrowed Funds Used During Construction also includes interest
capitalized for non-regulated entities in accordance with Financial Accounting
Standards Board (FASB) Statement No. 34.
Operating Revenues: Utility revenues are based on billing rates authorized
by applicable federal and state regulatory commissions. Eastern Edison,
Blackstone and Newport accrue the estimated amount of unbilled base rate
revenues at the end of each month to match costs and revenues more closely. In
addition they also record the difference between fuel costs incurred and fuel
costs billed. Montaup recognizes revenues when billed. Montaup, Blackstone,
and Newport also record revenues related to rate adjustment mechanisms.
EUA Cogenex's revenues are recognized based on financial arrangements
established by each individual contract. Under paid from savings contracts,
revenues are recognized as energy savings are realized by customers. Revenue
from the sale of energy equipment is recognized when the sale is complete.
Revenue from sales-type lease contracts is recognized when savings to be
realized by customers are verified. Energy Sales Contracts revenue is
recognized as energy is provided to the customer. In circumstances in which
material uncertainties exist as to contract profitability, cost recovery
accounting is followed and revenues received under such contracts are first
accounted for as recovery of costs to the extent incurred.
Federal Income Taxes: EUA and its subsidiaries generally reflect in income
the estimated amount of taxes currently payable, and provide for deferred taxes
on certain items subject to temporary timing differences to the extent
permitted by the various regulatory agencies. EUA's rate-regulated
subsidiaries generally defer recognition of annual investment tax credits and
amortize these credits over the productive lives of the related assets.
Cash and Temporary Cash Investments: EUA considers all highly liquid
investments and temporary cash investments with a maturity of three months or
less when acquired to be cash equivalents.
(B) Income Taxes:
EUA adopted FASB statement No. 109, "Accounting for Income Taxes" (FAS109)
effective as of January 1, 1993. FAS109 superseded FASB Statement No. 96
(FAS96) which required recognition of deferred income taxes for temporary
differences that are reported in different years for financial reporting and
tax purposes using the liability method. Under the liability method, deferred
tax liabilities or assets are computed using the tax rates that will be in
effect when temporary differences reverse. Generally, for regulated companies,
the change in tax rates may not be immediately recognized in operating results
because of rate making treatment and provisions in the Tax Reform Act of 1986.
The adoption of FAS109 had no impact on the results of operations for 1993. At
December 31, 1993 total deferred tax assets for which no valuation allowance
was deemed necessary were $41.8 million and total deferred tax liabilities were
$179 million. Total deferred tax assets and liabilities are comprised as
follows:
Deferred Tax Deferred Tax
Assets Liabilities
(000) (000)
Plant Related Plant Related
Differences $19,574 Differences $159,370
Alternative Refinancing
Minimum Tax 9,507 Costs 2,666
Litigation 1,218 Pensions 1,981
Bad Debts 2,274
Pensions 1,497
Other 7,776 Other 14,977
Total $41,846 Total $178,994
As of December 31, 1993 EUA had recorded on its Consolidated Balance Sheet
a regulatory liability to ratepayers of approximately $28.8 million. This
amount primarily represents excess deferred income taxes resulting from the
reduction in the federal income tax rate and also include deferred taxes
provided on investment tax credits. Also at December 31, 1993 a regulatory
asset of approximately $46.7 million had been recorded, representing the
cumulative amount of federal income taxes on temporary depreciation differences
which were previously flowed through to ratepayers.
EUA has approximately $4.9 million of investment tax credit carryforwards
which expire between the years 2001 and 2005.
EUA also has $9.2 million of alternative minimum tax credits which can be
utilized to reduce the consolidated regular tax liability and have no
expiration. Under the terms of the December 1992 settlement agreement with EUA
Power, EUA is entitled to utilize EUA Power's tax credits to reduce the 1993
Consolidated Tax Liability without compensation to EUA Power. Approximately
$6.9 million of such credits were utilized in 1993 of which $4.9 million was
charged against 1993 federal income tax expense.
Components of income tax expense for the year 1993 is as follows on the
following page:
NOTE B - INCOME TAXES:
Components of income and deferred tax expense for the year 1993 are as follows:
<TABLE>
<CAPTION>
Eastern EUA Montaup
EUA Utilities Service Electric
Consolidated Associates Corporation Company
<S> <C> <C> <C> <C>
Federal:
Current $9,389,781 ($1,535) ($115,427) $7,595,810
Deferred 4,203,672 152,769 (34,665) 2,969,811
Investment Tax Credit, Net (1,196,708) (697,424)
12,396,745 151,234 (150,092) 9,868,197
State:
Current 2,289,694 98,687 1,302,006
Deferred 332,924 491,725
2,622,618 0 98,687 1,793,731
Charged to Operations -
Federal & State 15,019,363 151,234 (51,405) 11,661,928
Charged to Other Income
Current 1,582,507 (5,219,088) 502,335
Deferred 6,562,171 5,201,105 (67,224)
Investment Tax Credit, Net (5,049,200) (4,967,000)
Total $18,114,841 ($4,833,749) ($51,405) $12,097,039
</TABLE>
<TABLE>
<CAPTION>
Blackstone
Valley Newport Eastern
Electric Electric Edison
Company Corporation Company
<S> <C> <C> <C>
Federal:
Current $1,751,192 ($752,142) $3,958,120
Deferred 408,856 1,258,624 (128,586)
Investment Tax Credit, Net (176,244) (3,960) (319,080)
1,983,804 502,522 3,510,454
State:
Current 15,481 6,512 1,057,390
Deferred (11,658) (284,428)
3,823 6,512 772,962
Charged to Operations -
Federal & State 1,987,627 509 4,283,416
Charged to Other Income
Current (9,500) 51,768 (110,244)
Deferred
Investment Tax Credit, Net (82,200)
Total $1,978,127 ($29,923) $4,173,172
</TABLE>
<TABLE>
<CAPTION>
EUA EUA EUA
Cogenex Energy Ocean State
Corporation Investment Corporation
<S> <C> <C> <C>
Federal:
Current ($883,109) $55,558 ($2,218,686)
Deferred 227,050 (647,501) (2,686)
Investment Tax Credit, Net
(656,059) (591,943) (2,221,372)
State:
Current (192,298) 912 1,004
Deferred 137,285
(55,013) 912 1,004
Charged to Operations -
Federal & State (711,072) (591,031) (2,220,368)
Charged to Other Income
Current 3,038,770 (186,670) 3,515,136
Deferred (55,867) 1,484,157
Investment Tax Credit, Net
Total $2,327,698 ($833,568) $2,778,925
</TABLE>
Federal income tax expense was different than the amounts computed by applying
the statutory rates to book income subject to tax for the following reasons:
<TABLE>
<CAPTION>
Eastern EUA Montaup
EUA Utilities Service Electric
Consolidated Associates Corporation Company
<S> <C> <C> <C> <C>
Tax Computed at Statutory Rates $23,224,460 ($349,824) $119,682 $2,217,473
(Decrease) Increase in Tax From:
Equity Component of AFUDC (132,533) (15,066)
Depreciatiion of Equity AFUDC 1,229,714 358,196
Amortization of Investment
Tax Credits (6,295,479) (4,967,000) (176,244)
Tax impact of write-off of
EUA's investment in EUA
Power 4,046,179 4,046,179
State Tax, Net of Federal
Income Tax Benefit 2,236,545 64,147 2,485
Cost of Removal (582,726) (245,315)
Other - Net (5,611,319) (3,563,104) (235,234) (163,402)
Total $18,114,841 ($4,833,749) ($51,405) $1,978,127
</TABLE>
<TABLE>
<CAPTION>
Blackstone
Valley Newport Eastern
Electric Electric Edison
Company Corporation Company
<S> <C> <C> <C>
Tax Computed at Statutory Rates $626,420 $5,012,150 $11,567,808
(Decrease) Increase in Tax From:
Equity Component of AFUDC (16,173) (36,477) (64,817)
Depreciatiion of Equity AFUDC 8,416 (208,519) 1,059,287
Amortization of Investment
Tax Credits (86,160) (319,080) (746,995)
Tax impact of write-off of
EUA's investment in EUA
Power
State Tax, Net of Federal
Income Tax Benefit 4,233 490,317 1,244,697
Cost of Removal (64,173) (273,238)
Other - Net 6,039 (491,981) (962,941)
Total $478,602 $4,173,172 $12,097,039
</TABLE>
<TABLE>
<CAPTION>
EUA EUA EUA
Cogenex Energy Ocean State
Corporation Investment Corporation
<S> <C> <C> <C>
Tax Computed at Statutory Rates $2,052,243 ($834,530) $2,813,038
(Decrease) Increase in Tax From:
Equity Component of AFUDC
Depreciatiion of Equity AFUDC 12,334
Amortization of Investment
Tax Credits
Tax impact of write-off of
EUA's investment in EUA
Power
State Tax, Net of Federal
Income Tax Benefit 429,421 592 653
Cost of Removal
Other - Net (153,966) 370 (47,100)
Total $2,327,698 ($833,568) $2,778,925
</TABLE>
The provisions for deferred income taxes resulting from timing differences is
comprised of the following:
<TABLE>
<CAPTION>
Eastern EUA Montaup
EUA Utilities Service Electric
Consolidated Associates Corporation Company
<S> <C> <C> <C> <C>
Excess Tax Depreciation $8,936,020 $70,447 $537,684
Estimated Unbilled Revenue 250,262
Unbilled Fuel Costs 128,742 (53,558)
Debt Component of AFUDC (1,899,000)
Capitalized Overheads (64,241) 33,603
Effect of State and Local Taxes 321,188 (11,658)
Deferred Charges 349,539 (177,394) 12,261
Pilgrim Refund 127,218 34,460
Provision for estimated tax
liability resulting from the
write-off of EUA's
investment in EUA Power
Deferred Tax Expense (Benefits) 4,046,179 4,046,179
associated with Write-Offs (55,867)
Other - Net (1,041,271) 1,307,695 72,282 (155,594)
Total $11,098,769 $5,353,874 ($34,665) $397,198
</TABLE>
<TABLE>
<CAPTION>
Blackstone
Valley Newport Eastern
Electric Electric Edison
Company Corporation Company
<S> <C> <C> <C>
Excess Tax Depreciation $621,779 $385,879 $5,318,478
Estimated Unbilled Revenue 250,262
Unbilled Fuel Costs 182,300
Debt Component of AFUDC (18,048) (1,880,952)
Capitalized Overheads 71,472 (169,316)
Effect of State and Local Taxes (284,428) 479,989
Deferred Charges (31,774) 637,702 (82,128)
Pilgrim Refund 9,502 83,256
Provision for estimated tax
liability resulting from the
write-off of EUA's
investment in EUA Power
Deferred Tax Expense (Benefits)
associated with Write-Offs
Other - Net 226,555 (1,288,847) (271,759)
Total $1,258,624 ($413,014) $3,394,312
</TABLE>
<TABLE>
<CAPTION>
EUA EUA EUA
Cogenex Energy Ocean State
Corporation Investment Corporation
<S> <C> <C> <C>
Excess Tax Depreciation $1,014,893 $986,860
Estimated Unbilled Revenue
Unbilled Fuel Costs
Debt Component of AFUDC
Capitalized Overheads
Effect of State and Local Taxes 137,285
Deferred Charges (9,128)
Pilgrim Refund
Provision for estimated tax
liability resulting from the
write-off of EUA's
investment in EUA Power
Deferred Tax Expense (Benefits)
associated with Write-Offs (55,867)
Other - Net (778,714) (647,501) 494,611
Total $364,336 ($703,368) $1,481,471
</TABLE>
(C) Capital Stock:
The changes in the number of common shares outstanding and related
increases in Other Paid-In Capital during the years ended December 31, 1993
were as follows (dollars in thousands):
Number of Common Shares Issued in 1993
Dividend
Reinvestment Common Other
Public and Employee J.L. Day Co. Shares Paid-In
Offering Savings Plans Acquisition At Par Capital
1,300,000 385,825 108,985 $ 8,974 $ 40,339
Eastern Edison redeemed with available cash its 8.32% Series and 4.64%
Series non-redeemable preferred stock on June 1, 1993 and December 1, 1993,
respectively. In connection with these redemptions, Eastern Edison incurred
premiums of approximately $106,000 related to the 8.32% Series and $179,000
related to the 4.64% Series. These amounts are included in Preferred Stock
Redemption Costs on the Consolidated Statement of Equity Capital and Preferred
Stock. Eastern Edison will seek recovery of these amounts in its next rate
proceeding.
In the event of involuntary liquidation, the holders of non-redeemable
preferred stock of Blackstone, Eastern Edison and Newport are entitled to $100
per share plus accrued dividends. In the event of voluntary liquidation, or if
redeemed at the option of these companies, each share of the non-redeemable
preferred stock is entitled to accrued dividends plus the following:
Company Issue Amount
Blackstone: 4.25% issue $104.40
5.60% issue 103.82
Newport: 3.75% issue 103.50
The preferred stock provisions of Blackstone, Eastern Edison and Newport
place certain restrictions upon the payment of dividends on common stock by
each company. At December 31, 1993 each company was in excess of the minimum
requirements which would make these restrictions effective.
(D) Redeemable Preferred Stock:
On June 1, 1993, Eastern Edison used available cash to redeem all of its
9.00% Series Preferred Stock. In connection with this redemption, a premium of
approximately $850,500 was incurred and is included in Preferred Stock
Redemption Costs on the Consolidated Statement of Equity Capital and Preferred
Stock.
On August 11, 1993, Eastern Edison issued 300,000 shares of $100 par value,
6 5/8% Preferred Stock. The proceeds were used to redeem its outstanding 9.80%
Series Preferred Stock and for other corporate purposes.
In connection with the 9.80% Series redemption, Eastern Edison incurred a
premium of approximately $1,352,000.
This premium is also included in Preferred Stock Redemption Costs on the
Consolidated Statement of Equity Capital and Preferred Stock. Eastern Edison
will seek recovery of these premiums in its next rate proceeding.
Eastern Edison's 6 5/8% Preferred Stock issue is entitled to mandatory
sinking funds sufficient to redeem 15,000 shares during each twelve-month
period commencing September 1, 2003. The redemption price is $100 per share
plus accrued dividends.
All outstanding shares of the 6 5/8% issue will be subject to mandatory
redemption on September 1, 2008 at a price of $100 per share plus accrued
dividends.
Newport's 9.75% Preferred Stock issue is entitled to a mandatory sinking
fund sufficient to redeem 500 shares during each twelve-month period until the
year 2000, at which time any shares outstanding must be redeemed. The
redemption price is $100 per share plus accrued dividends.
In the event of liquidation, the holders of Eastern Edison's 6 5/8%
Preferred Stock are entitled to $100 per share plus accrued dividends.
In the event of involuntary liquidation, the holders of Newport's
redeemable preferred stock are entitled to $100 per share plus accrued
dividends. In the event of voluntary liquidation, or if redeemed at the option
of Newport, the holders of the 9.75% issue are entitled to $104.88 per share
plus accrued dividends prior to October 1, 1993 and $102.44 per share plus
accrued dividends thereafter.
The aggregate amount of redeemable preferred stock sinking fund
requirements for each of the five years following 1993 is $50,000 related to
Newport's 9.75% issue.
(E) Long-Term Debt:
The various mortgage bond issues of Blackstone, Eastern Edison, and Newport
are collateralized by substantially all of their utility plant. In addition,
Eastern Edison's bonds are collateralized by securities of Montaup, which are
wholly-owned by Eastern Edison, in the principal amount of approximately $259
million.
Blackstone's Variable Rate Demand Bonds are collateralized by an
irrevocable letter of credit which expires on January 21, 1996. The letter of
credit permits an extension of one year upon mutual agreement of the bank and
Blackstone.
EUA Service's 10.2% Secured Notes due 2008 are collateralized by certain
real estate and property of the company.
In March 1993, Newport used available cash to redeem $600,000 of 10% and
$1.4 million of 11 1/2% First Mortgage Bonds (FMBs).
In May 1993, Eastern Edison issued $100 million of FMBs in the following
denominations: (i) $20 million of 5 7/8% Bonds due May 1, 1998; (ii) $40
million of 6 7/8% Bonds due May 1, 2003; and (iii) $40 million of 8% Bonds due
May 1, 2023. The proceeds were used to redeem Eastern Edison's $55 million of
9 5/8%, $35 million of 10 1/8% and $10 million of 8 3/8% FMBs.
In June 1993, Eastern Edison used available cash to redeem $5 million of 8
3/8% FMBs.
In July 1993, Eastern Edison issued $40 million of 5 3/4% FMBs, proceeds
of which were used to redeem its $40 million of 9 7/8% FMBs in September 1993.
Eastern Edison redeemed in mid-August 1993 its $40 million of 10 1/8% Pollution
Control Revenue Bonds with the proceeds from the July issuance of $40 million
of 5 7/8% Pollution Control Revenue Bonds.
In September 1993, Eastern Edison issued $8 million of 6.35% FMBs and $7
million of 4 7/8% FMBs. The proceeds were used to redeem $8 million of 7 7/8%
FMBs and $7 million of 6 1/2% FMBs.
In October Eastern Edison used available cash to redeem $5 million of 4
1/2% FMBs at maturity.
Also in October 1993, EUA Cogenex issued $50 million of 7% Unsecured Notes.
Proceeds were used to retire all outstanding bank loans and repay a portion of
its short-term loans to EUA.
The EUA System's aggregate amount of current cash sinking fund requirements
and maturities of long-term debt, (excluding amounts that may be satisfied by
available property additions) for each of the five years following 1993 are:
$5,416,000 in 1994, $41,721,000 in 1995, $19,626,000 in 1996, $27,631,000 in
1997 and $73,916,000 in 1998.
(F) Fair Value of Financial Instruments:
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate:
Cash and Temporary Cash Investments: The carrying amount approximates fair
value because of the short-term maturity of those instruments.
Preferred Stock and Long-Term Debt of Subsidiaries: The fair value of the
System's redeemable preferred stock and long-term debt, as set forth on the
following table (in thousands), were based on quoted market prices for such
securities at December 31, 1993.
Carrying Fair
Amount ($) Value ($)
EUA
Cash and Temporary Cash Investments $ - $ -
Redeemable Preferred Stock - -
Long-Term Debt - -
EUA Service
Cash and Temporary Cash Investments 145 145
Redeemable Preferred Stock - -
Long-Term Debt 15,600 17,979
Blackstone
Cash and Temporary Cash Investments 757 757
Redeemable Preferred Stock - -
Long-Term Debt 39,500 43,280
Newport
Cash and Temporary Cash Investments 146 146
Redeemable Preferred Stock 290 290
Long-Term Debt 24,500 25,793
Eastern Edison
Cash and Temporary Cash Investments 1 1
Redeemable Preferred Stock 30,000 30,975
Long-Term Debt 264,134 270,827
Montaup
Cash and Temporary Cash Investments 696 696
Redeemable Preferred Stock - -
Long-Term Debt - -
EUA Cogenex
Carrying Fair
Amount Value
Cash and Temporary Cash Investments 2,430 2,430
Redeemable Preferred Stock - -
Long-Term Debt 120,000 122,656
EUA Energy
Cash and Temporary Cash Investments 2 2
Redeemable Preferred Stock - -
Long-Term Debt - -
EUA Ocean State
Cash and Temporary Cash Investments 3 3
Redeemable Preferred Stock - -
Long-Term Debt 38,497 41,048
(G) Lines Of Credit:
EUA System companies maintain short-term lines of credit with various banks
aggregating approximately $140 million. At December 31, 1993, unused short-
term lines of credit were approximately $103 million. In accordance with
informal agreements with the various banks, commitment fees are required to
maintain certain lines of credit.
(H) Jointly Owned Facilities:
At December 31, 1993, in addition to the stock ownership interests
discussed in Note A, Summary of Significant Accounting Policies - Jointly
Owned Companies, Montaup and Newport had direct ownership interests in
the following electric generating facilities (dollars in thousands):
Accumulated
Provision For Net Construct-
Utility Depreciation Utility tion
Percent Plant in and Plant in Work in
Owned Service Amortization Service Progress
Montaup:
Canal Unit 2 50.00% $ 67,000 $40,142 $26,858 $ 873
Wyman Unit 4 1.96% 4,020 1,803 2,217 11
Seabrook Unit 1 2.90% 207,898 15,676 192,222 1,480
Millstone Unit 3 4.01% 183,938 33,491 150,447 486
Newport:
Wyman Unit 4 0.67% 1,311 603 708 -
The foregoing amounts represent Montaup's and Newport's interest in each
facility, including nuclear fuel where appropriate, and are included on the
like-captioned lines on the Consolidating Balance Sheet. At December 31,
1993, Montaup's total net investment in nuclear fuel of the Seabrook and
Millstone Units amounted to $5.7 million and $2.8 million, respectively.
Montaup's and Newport's shares of related operating and maintenance expenses
with respect to units reflected in the table above are included in the
corresponding operating expenses.
(I) Financial Information By Business Segments:
The Core Electric Business includes results of the System's electric
utility operations of Blackstone, Eastern Edison, Newport and Montaup.
Energy Related Business includes results of the EUA System's diversified
energy related subsidiaries, EUA Cogenex, EUA Ocean State and EUA Energy.
Corporate results include the operations of EUA Service and EUA Parent.
<TABLE>
<CAPTION>
Pre-Tax Depreciation Cash Equity in
Operating Operating Income and Construction Subsidiary
(dollars in Thousands) Revenues Income Taxes Amortization Expenditures Earnings
<S> <C> <C> <C> <C> <C>
Year Ended
December 31, 1993
Core Electric $ 499,565 $ 84,654 $ 18,443 $ 34,035 $ 31,928 $ 1,750
Energy Related 66,912 6,690 (3,523) 10,031 28,459 12,390
Corporate - (919) 99 656 380 -
Total $ 566,477 $ 90,425 $ 15,019 $ 44,722 $ 60,767 $ 14,140
</TABLE>
December 31,
1993
Total Plant and Other Investments
Core Electric $ 723,664
Energy Related 208,457
Corporate 20,770
Total Plant and Other Investments 952,891
Other Assets
Core Electric 188,611
Energy Related 43,842
Corporate 17,793
Total Other Assets 250,246
Total Assets $ 1,203,137
(J) Commitments And Contingencies:
Nuclear Power Issues: Joint owners of nuclear projects are subject to the
risk that one of their number may be unable or unwilling to finance its share of
the project's costs, thus jeopardizing continuation of the project. On February
28, 1991, Great Bay Power Corporation (formerly known as EUA Power Corporation)
a 12.13% owner of the Seabrook nuclear project, filed for protection under
Chapter 11 of the Federal Bankruptcy Code. On March 5, 1993, the United States
Bankruptcy Court for the District of New Hampshire (Bankruptcy Court) confirmed
the fifth amended plan of reorganization as filed by the officially appointed
committee representing the holders of Great Bay Power's outstanding secured
notes (Bondholders Committee). The plan was subject to securing a financing
facility in an amount sufficient to cover projected cash operating shortfalls
through December 1995.
On February 2, 1994, the Bondholders Committee announced that it accepted a
plan of reorganization financing proposal which provided for a $35 million
equity investment in exchange for 60% of the equity of the reorganized Great Bay
Power. A modified plan of reorganization filed by the Bondholders Committee
with the Bankruptcy Court awaits approval. The modified plan also requires the
approval of various regulatory agencies including the Nuclear Regulatory
Commission (NRC).
In addition to its 2.9% ownership interest in Seabrook Unit 1, Montaup also
has a 2.9% ownership interest in Seabrook Unit 2. On November 6, 1986, the
joint owners of Seabrook, recognizing that Seabrook Unit 2 had been cancelled,
voted to dispose of the Unit. Plans regarding disposition of Seabrook Unit 2
are still under consideration, but have not been finalized and approved. Montaup
is unable, therefore, to estimate the costs for which it would be responsible in
connection with the disposition of Seabrook Unit 2. Montaup must pay monthly
charges with respect to Seabrook Unit 2 in order to preserve and protect its
components and various warranties. These costs are currently being recovered in
rates.
Nuclear Fuel Disposal and Nuclear Plant Decommissioning Costs: The Nuclear
Waste Policy Act of 1982 (NWPA) establishes that the federal government is
responsible for the disposal of spent nuclear fuel and obligates the Department
of Energy (DOE) to design, license, build and operate a permanent repository for
high level radioactive wastes and spent nuclear fuel. NWPA specifies that DOE
provide for the disposal of the waste and spent fuel starting in 1998. DOE does
not expect to achieve this date. As an interim strategy, DOE is considering
making available other federal government sites to temporarily accommodate those
firms that have depleted their own on-site spent nuclear fuel storage capacity.
The DOE anticipates that a permanent disposal site for spent fuel will be ready
to accept fuel for storage or disposal on or before 2010. However, the NRC,
which must license the site, has stated only that a permanent repository will
become available by the year 2025. Millstone Unit 3 management has indicated it
has sufficient on-site storage facilities to accommodate high level wastes and
spent fuel for the projected life of the unit. No significant expenditures are
projected for the foreseeable future. At Seabrook there is on-site storage
capacity which, with minimal capital expenditures, should be sufficient for
twenty years, or to the year 2010. No near-term capital expenditures are
anticipated to accommodate an increase in storage requirements after 2010.
Montaup is required to pay a fee based on its share of the generation from
Millstone Unit 3 and Seabrook Unit 1. Montaup is recovering these fees through
its fuel adjustment clause.
Also, Montaup is recovering through rates its share of estimated
decommissioning costs for Millstone Unit 3 and Seabrook Unit 1. Montaup's share
of the current estimate of total costs to decommission Millstone Unit 3 is $15.1
million in 1993 dollars, and Seabrook Unit 1 is $10.6 million in 1993 dollars.
These figures are based on studies performed for the lead owners of the plants.
Montaup also pays into decommissioning reserves pursuant to contractual
arrangements with other nuclear generating facilities in which it has an equity
ownership interest or life of the unit entitlement. Such expenses are currently
recoverable through rates.
Shareholder Proceeding: The Superior Court of The Commonwealth of
Massachusetts, in approving a settlement agreement in connection with a class
action suit filed on behalf of certain EUA shareholders in Superior Court naming
EUA and certain current and former Trustees of EUA as defendants, permitted a
former shareholder of approximately 540,000 shares to exclude himself from the
plaintiff class. On February 11, 1992 that former shareholder filed a suit
against EUA and three officers of EUA in the Federal District Court of
Massachusetts alleging fraudulent and negligent misrepresentations and
violations of Rule 10b-5 under the Securities Exchange Act in connection with
statements made regarding the business prospects for EUA Power and the portion
of EUA's common share dividends attributable to AFUDC from EUA Power. The suit
has been dismissed with respect to two of the officers. EUA and the officer
named in the Federal District Court suit deny all allegations of liability and
all of the claims and contentions alleged by the former shareholder, and are
vigorously contesting the suit. Discovery has proceeded through 1993 and the
deadline for discovery has been extended until April 30, 1994. EUA believes
that the outcome of this litigation will not have a material impact on its
financial position.
Pensions: The EUA System companies' retirement plans are non-contributory
defined benefit pension plans covering substantially all of their employees.
Regular plan benefits are based on years of service and average compensation
over the four years prior to retirement or in the case of the supplemental
retirement plan for certain officers of the EUA System, benefits are based on
compensation at retirement date. It is the EUA System's policy to fund the
regular plan on a current basis in amount s determined to meet the funding
standards established by the Employee Retirement Income Security Act of 1974.
Net pension expense for the regular plan for 1993 included the following
components (dollars in thousands):
Service cost-benefits earned
during the period $ 2,567
Interest cost on projected
benefit obligations 8,761
Actual return on assets (18,005)
Net amortization and
deferrals 6,795
Net periodic pension
expense $ 118
Assumptions used to determine pension costs:
Discount Rate 8.75%
Compensation
Increase Rate 6.00%
Long-Term
Return on Assets 10.00%
The following table sets forth the actuarial present value of benefit
obligations and funded status at December 31, 1993 (dollars in thousands):
Accumulated benefit obligations
Vested $ 101,279
Non-vested 358
Total $ 101,637
Projected benefit obligations $(121,082)
Plan assets at fair value,
primarily stocks and bonds 130,040
Less: Unrecognized net gain
on assets (11,689)
Unamortized net
assets at January 1 5,944
Net pension assets $ 3,213
The assumptions used to determine pension costs changed effective January 1,
1994 to 7.25%, 4.75% and 9.50% for the discount rate, compensation increase rate
and expected long-term return on assets, respectively. These rates were used to
calculate the plans funded status at December 31, 1993.
All benefits provided under the supplemental plan are unfunded and any
payments to plan participants are made by EUA. As of December 31, 1993
approximately $2.1 million was included in accrued expenses and other
liabilities for this plan. For the year ended December 31, 1993 expenses
related to the supplemental plan were $2.3 million.
Post-Retirement Benefits: Retired employees are entitled to participate in
health care and life insurance benefit plans. Health care benefits are subject
to deductibles and other limitations. Health care and life insurance benefits
are partially funded by EUA System companies for all qualified employees.
The EUA System adopted FAS106, "Accounting for Post-Retirement Benefits
Other Than Pensions," as of January 1, 1993. This standard establishes
accounting and reporting standards for such post-retirement benefits as health
care and life insurance. FAS106 further requires the accrual of the cost of
such benefits during an employee's years of service and the recognition of the
actuarially determined total post-retirement benefit obligations (Transition
Obligation) earned by existing employees and retirees. EUA elected to recognize
the Transition Obligation over a period of 20 years, as permitted by FAS106.
The resultant annual expense, including amortization of the Transition
Obligation and net of capitalized amounts, was approximately $8.1 million in
1993. Regulatory decisions issued in December 1992 permit EUA's retail
subsidiaries to recover through rates approximately $3.5 million of this amount
in 1993. As a result of the December 1992 regulatory decisions, EUA's retail
subsidiaries established a regulatory asset of approximately $1.5 million in
1993 due to the future recoverability of such amounts. Montaup was allowed to
defer FAS106-related expenses through 1995 or until it filed for recovery of
such amounts prior to that time. Accordingly approximately $1.4 million of
FAS106-related expenses were deferred by Montaup in 1993. Montaup has requested
recovery of all of its FAS106 expenses including amortization of deferred
amounts in its 1994 rate application.
The total cost of post-retirement benefits other than pensions for 1993
includes the following components (in thousands):
Service cost $ 1,337
Interest cost 5,983
Actual return on plan assets (68)
Amortization of transition obligation 3,429
Other amortizations & deferrals -net (60)
Total post-retirement benefit cost $ 10,621
Assumptions:
Discount rate 8.75%
Health care cost trend rate - near-term 13%
- long-term 6.25%
Salary increase rate 6.00%
Rate of return on plan assets - union 8.50%
- non-union 5.50%
Reconciliation of funded status:
Accumulated post-retirement benefit obligation (APBO):
Retirees $(38,008)
Active employees fully eligible for benefits (15,324)
Other active employees (25,357)
Total $(78,689)
Fair value of assets, primarily notes and bonds 3,522
Unrecognized transition obligation 65,147
Unrecognized prior service cost
Unrecognized net loss (gain) 5,368
(Accrued)/prepaid post-retirement benefit cost $ (4,652)
The assumptions used to determine post-retirement benefit costs were
changed effective January 1, 1994 to 7.25%, 13.0% and 5.0% for the discount
rate, near-term health care cost trend and long-term health care cost trend,
respectively. These assumptions were used to calculate the funded status of
Post-Retirement benefits at December 31, 1993.
Increasing the assumed health care cost trend rate by 1% each year would
increase the total post-retirement benefit cost for 1993 by $1.1 million and
increase the total accumulated post-retirement benefit obligation by $10.8
million.
Prior to 1993 the EUA System followed the "pay-as-you-go" methodology for
accounting for post retirement benefits other than pensions and charged these
costs to expense. The EUA System, has also established an irrevocable external
Voluntary Employee Benefit Association Trust Fund as required by the
aforementioned regulatory decisions. Contributions to the fund commenced in
March 1993 and totaled approximately $6.0 million during 1993.
Post-Employment Benefits: In November 1992, FASB issued Statement No. 112,
"Employers' Accounting for Post-employment Benefits". EUA is required to adopt
this standard no later than January 1, 1994. The estimated impact of this
standard on the EUA System is immaterial and therefore it is anticipated that no
liability will be recorded.
Long-Term Purchased Power Contracts: The EUA System is committed under
long-term purchased power contracts, expiring on various dates through September
2021, to pay demand charges whether or not energy is received. Under terms in
effect at December 31, 1993, the aggregate annual minimum commitments for such
contracts are approximately $139 million in 1994, $136 million in 1995 and 1996,
$133 million in 1997, $137 million in 1998 and will aggregate $1.6 billion for
the ensuing years. In addition, the EUA System is required to pay additional
amounts depending on the actual amount of energy received under such contracts.
The demand costs associated with these contracts are reflected as Purchased
Power-Demand on the Consolidating Statement of Income. Such costs are
recoverable through rates.
Construction and Energy Related Investments: The EUA System's cash
construction requirements are estimated at $84.0 million for the year 1994 and
$342.7 million for the years 1995 through 1998. This includes estimated
construction expenditures of EUA Cogenex of $42.4 million for 1994 and $197.5
million for the years 1995 through 1998.
In addition, energy related investments of EUA Cogenex are estimated to be
$11.3 million for 1994 and aggregate $40.0 million for the years 1995 through
1998.
Environmental Matters: The Comprehensive Environmental Response,
Compensation Liability Act of 1980, as amended by the Superfund Amendments and
Reauthorization Act of 1986, and certain similar state statutes authorize
various governmental authorities to seek court orders compelling responsible
parties to take cleanup action at disposal sites which have been determined by
such governmental authorities to present an imminent and substantial danger to
the public and to the environment because of an actual or threatened release of
hazardous substances. Because of the nature of the EUA System's business,
various by-products and substances are produced or handled which are classified
as hazardous under the rules and regulations promulgated by the EPA as well as
state and local authorities. The EUA System geneally provides for the disposal
of such substances through licensed contractors, but these statutory provisions
generally impose potential joint and several responsibility on the generators of
the wastes for cleanup costs. Subsidiaries of EUA have been notified with
respect to a number of sites where they may be responsible for such costs,
including sites where they may have joint and several liability with other
responsible parties. It is the policy of the EUA System companies to notify
liability insurers and to initiate claims; at this time, however, no claims have
been filed against any insurer and EUA is unable to predict whether liability,
if any, will be assumed by, or can be enforced against, the insurance carrier in
these matters.
As of December 31, 1993, the EUA System had incurred costs of approximately
$2.8 million in connection with these sites. Of this amount, approximately $2.7
million relates to Blackstone. These amounts have been financed primarily by
internally generated cash. Blackstone is currently amortizing substantially all
of its incurred costs over a five-year period, and recovering those costs in
rates.
EUA estimates that additional costs ranging from $2.0 million to $9.2
million may be incurred at these sites through 1995 by its subsidiaries and the
other responsible parties. Of this amount, approximately $8.4 million relates
to sites at which Blackstone is a potentially responsible party. Estimates
beyond 1995 cannot be made since site studies, which are the basis of these
estimates, have not been completed.
As a result of the recoverability of cleanup costs in rates and the
uncertainty regarding both its estimated liability, as well as its potential
contributions from insurance carriers and other responsible parties, EUA does
not believe that the ultimate impact of the environmental costs will be material
to the EUA System or to any individual subsidiary and thus no loss accrual has
been made.
The Clean Air Act Amendments of 1990 (Clean Air Act) created new regulatory
programs and generally updated and strengthened air pollution control laws.
These amendments will expand the regulatory role of the United States
Environmental Protection Agency (EPA) regarding emissions from electric
generating facilities and a host of other sources. EUA System generating
facilities will most probably be first affected in 1995, when EPA regulations
will take effect for facilities owned by the EUA System. Tests at Montaup's
coal-fired Somerset Unit #6 indicate it will be able to utilize lower sulfur
coal than is already being burned to meet the 1995 air standards with only a
minimal capital investment. Montaup determined that it would not be economical
to repair Unit #5 of the Somerset Station and therefore has placed it in
deactivated reserve. EUA does not anticipate the impact from the Amendments to
be material to the financial position of the EUA System.
In April 1992, the Northeast States for Coordinated Air Use Management
(NESCAUM), an environmental advisory group for eight Northeast states including
Massachusetts and Rhode Island, issued recommendations for nitrogen oxide (NOx)
controls for existing utility boilers required to meet the ozone non-attainment
requirements of the Clean Air Act. The NESCAUM recommendations are more
restrictive than the Clean Air Act requirements. The Massachusetts Department
of Environmental Management has amended its regulations to require that
Reasonably Available Control Technology be implemented at all stationary sources
potentially emitting 50 tons or more per year of NOx. Rhode Island has not yet
issued regulations to implement NOx reduction requirements. Montaup is in the
process of reviewing compliance strategies. Any compliance strategy may require
the implementation of additional pollution control technology as early as 1995.
Montaup would seek recovery of pollution control expenditures through rates.
A number of scientific studies in the past several years have examined the
possibility of health effects from electric and magnetic fields (EMF) that are
found everywhere there is electricity. While some of the studies have indicated
there may be so me association between exposure to EMF and health effects, many
studies have indicated no direct association. In addition, the research to date
has not conclusively established a direct causal relationship between EMF
exposure and human health. Additional studies, which are intended to provide a
better understanding of the subject, are continuing.
Some states have enacted regulations to limit the strength of magnetic
fields at the edge of transmission line rights-of-way. Rhode Island has enacted
a statute which authorizes and directs the Energy Facility Siting Board to
establish rules and regulations governing construction of high voltage
transmission lines of 69kv or more. Various bills are pending in the
Massachusetts Legislature that would require certain disclosures about the
potential health effects of EMF. Management cannot predict the ultimate outcome
of the EMF issue.
Guarantee of Financial Obligations: EUA has guaranteed or entered into
equity maintenance agreements in connection with certain obligations of its
subsidiaries. EUA has guaranteed the repayment of EUA Cogenex's $35 million
10.56% unsecured long-term notes due 2005 and EUA Ocean State's $38.6 million
9.59% unsecured long-term notes due 2011. In addition, EUA has entered into
equity maintenance agreements in connection with the issuance of EUA Service's
10.2% Secured Notes and EUA Cogenex's 7.22% and 9.6% Unsecured Notes.
Under the December 1992 settlement agreement with EUA Power, EUA reaffirmed
its guarantee of up to $10 million of EUA Power's share of the decommissioning
costs of Seabrook Unit 1 and any costs of cancellation of Unit 1 or Unit 2. EUA
guaranteed this obligation in 1990 in order to secure the release to EUA Power
of a $10 million fund established by EUA Power at the time EUA Power acquired
its Seabrook interest. EUA has not provided a reserve for this guarantee
because management believes that it is unlikely that EUA will ever be required
to honor the guarantee.
Montaup is a 3.27% equity participant in two companies which own and operate
transmission facilities interconnecting New England and the Hydro Quebec system
in Canada. Montaup has guaranteed approximately $6.0 million of the outstanding
debt of these two companies. In addition, Montaup and Newport have minimum
rental commitments which total approximately $14.3 million and $1.8 million,
respectively under a noncancellable transmission facilities support agreement
for years subsequent to 1993.
Other: In December 1992, Montaup commenced a declaratory judgment action in
which it sought to have the Massachusetts Superior Court determine its rights
under the Power Purchase Agreement between it and Aquidneck Power Limited
Partnership (Aquidneck). Montaup sought a declaration that the Power Purchase
Agreement was binding on the parties according to its terms. Aquidneck asserted
that Montaup had either an express or implied obligation to negotiate new terms
and conditions to the Power Purchase Agreement. Specifically, the defendants
sought to amend, through negotiations, certain milestone events to which they
were bound in the Power Purchase Agreement as written. Aquidneck failed to meet
the first milestone of January 1, 1993. Accordingly, on January 5, 1993,
Montaup exercised its rights to terminate the Power Purchase Agreement effective
immediately.
In January 1994, a counterclaim by Aquidneck claimed certain breaches of the
Power Purchase Agreement, including an alleged failure on the part of Montaup to
renegotiate the terms and conditions of the Power Purchase Agreement relating to
the first milestone event. Also in January 1994, Aquidneck sought to join EUA
and EUA Service as parties to the suit.
Aquidneck apparently claims $11 million of damages on the theory that EUA
can "avoid an approximately $11 million obligation to purchase capacity and
power which it does not currently need." Aquidneck seeks treble damages
claiming Montaup, EUA and EUA Service violated state laws willfully and
knowingly.
Montaup, EUA and EUA Service intend to defend the counterclaim vigorously
and believe that Aquidneck's claims have no basis in law.
EXHIBIT B-4
The Commonwealth of Massachusetts
MICHAEL JOSEPH CONNOLLY
Secretary of State
ONE ASHBURTON PLACE, BOSTON, MASS: 02108
FEDERAL IDENTIFICATION
NO. 04-1123095
RESTATED ARTICLES OF ORGANIZATION
General Laws, Chapter 164, Section 8C
This certificate must be submitted to the Secretary of
the Commonwealth within sixty days after the date of the vote
of stockholders adopting the restated articles of
organization. The fee for filing this certificate is
prescribed by General Laws, Chapter 164, Section 33. Make
check payable to the Commonwealth of Massachusetts.
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We, Richard M. Burns, Vice President, and William F.
O'Connor, Clerk of Eastern Edison Company located at 110
Mulberry Street, Brockton, Massachusetts 02403 do hereby
certify that the following restatement of the articles of
organization of the corporation was duly adopted at a meeting
held on August 4, 1993, by vote of 2,891,357 shares of Common
Stock out of 2,891,357 shares outstanding, being at least
two-thirds of each class of stock outstanding and entitled to
vote and of each class or series of stock adversely affected
thereby:
1. The name by which the corporation shall be known as:
Eastern Edison Company
2. The purposes for which the corporation is formed are as
follows:
"The purpose for which the Corporation is constituted is
the application of electricity to lighting streets and
buildings, to heating, to the furnishing of mechanical
power, and to all other useful purposes, in the City of
Brockton in said Commonwealth, and in such other cities
or towns in the Counties of Norfolk, Plymouth and
Bristol in said Commonwealth as the Directors of this
Company may from time to time deem it desirable in the
interests of this Company so to do, and for the purpose
of making, selling and distributing gas for light, or
for heating, cooking, chemical and mechanical purposes
in the City of Brockton and in such other cities and
towns in the Counties of Norfolk, Plymouth and Bristol
in said Commonwealth as the Directors of this Company
may from time to time deem it desirable in the interests
of this Company so to do."
3. The total number of shares and the par value, if any, of
each class of stock which the corporation is authorized
to issue is as follows:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS OF STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
Preferred 60,000 4.64% $ 100
200,000 9.80% $ 100
300,000 6 5/8% $ 100
Total 560,000
Common 2,891,357 $ 25
* 4. If more than one class is authorized, a description of
each of the different classes of stock with, if any, the
preferences, voting powers, qualifications, special or
relative rights or privileges as to each class thereof
and any series now established:
STOCK PROVISIONS
Section 1
Definitions
Section 1.1. The term "Preferred Stock" when
referred to collectively shall mean the classes of
Preferred Stock now or hereafter described in Section 2
and additional classes of stock created or permitted by
Section 3 with respect to which all dividends and
amounts payable upon any liquidation, dissolution or
winding up of the Corporation shall be payable on a
parity with and in proportion to the amounts payable on
outstanding classes of Preferred Stock, notwithstanding
that such additional classes of Preferred Stock may have
par values, dividend rates, redemption prices, amounts
payable thereon upon liquidation, dissolution or winding
up, sinking or purchase funds, voting rights and other
terms and provisions varying from those of the
outstanding Preferred Stock, and each class of Preferred
Stock when referred to separately shall be designated by
including in its title the annual dividend rate or such
other distinguishing term as may be adopted at the time
of original authorization of such class.
Section 1.2. The term "Gross Income available for
payment of interest charges on the Corporation's
indebtedness" shall mean the gross revenues of the
Corporation and other revenue (including interest and
dividends received from Montaup Electric Corporation)
from all sources less all proper deductions for
operating expenses, taxes (including income, excess
profits and other taxes based on or measured by income
or undistributed earnings or income) and other
appropriate items, including provisions for maintenance,
retirements, depreciation and obsolescence (but in
respect of retirements, depreciation and obsolescence
the amount thereof shall not be less than the minimum
provision therefor required by the terms of the
indenture or agreement securing any outstanding
indebtedness of the Corporation), determined in
accordance with such system of accounting as may at the
time be prescribed by governmental authorities having
jurisdiction in the premises or in the absence thereof
in accordance with sound accounting practice; provided,
however, that no deduction or adjustment shall be made
for or in respect of profits or losses from sales of
utility property or other capital assets, or from the
reacquisitions of any securities of the Corporation, or
taxes on or in respect of any such profits.
Section 1.3. The term "Net Income of the
Corporation available for Junior Stock Dividends" shall
mean the "Gross Income available for payment of interest
charges on the Corporation's indebtedness", as defined
in Section 1.2, reduced by interest and amortization
charges and other income deductions and dividends paid
or accrued on all shares of the Preferred Stock and on
any class of stock-ranking as to dividends equal to or
prior to the Preferred Stock; provided, however, no
deduction or adjustment shall be made for or in respect
of (i) expenses in connection with the issuance of
capital stock or redemption or retirement of any
securities issued by the Corporation (including any
amount paid in excess of the principal amount or par or
stated value of securities redeemed or retired) or (ii)
items stated in the provision in Section 1.2 above.
Section 1.4. The term "Junior Stock" shall mean
any capital stock (including the outstanding capital
stock which shall hereafter be designated as Common
Stock) ranking junior to the Preferred Stock as to
dividends or assets.
Section 1.5. The term "Junior Stock Equity" shall
mean the aggregate of the par value of, or stated
capital represented by, the outstanding shares of Junior
Stock and all earned surplus, capital or paid in surplus
of the Corporation and any premium on all classes of
Junior Stock of the Corporation then carried on the
books of the Corporation, less -
(1) The excess if any of the aggregate amount
payable on involuntary liquidation of the
Corporation upon all outstanding shares of each
class of Preferred Stock and of each class of stock
ranking prior or equal to Preferred Stock in
liquidation over the sum of (i) the aggregate par
or stated value of such shares and (ii) any
premiums thereon;
(2) Any amounts on the books of the
Corporation known, or estimated if not known, to
represent the excess, if any, of recorded value
over original cost of used or useful utility plant
of the Corporation; and
(3) Any intangible items included in an asset
account on the books of the Corporation, in
accordance with good accounting practice;
provided, however, that no deductions shall be required
to be made in respect of items referred to in paragraphs
(2) and (3) hereof in cases in which such items are
being amortized or are provided for, or being provided
for, by reserves of the Corporation.
Section 1.6. The term "Capitalization" shall mean
the aggregate of (i) the Junior Stock Equity, (ii) the
principal amount of all indebtedness of the Corporation
outstanding maturing more than twelve (12) months after
the date of issue or assumption thereof, and (iii) the
par value of, or stated capital represented by, premiums
shown on the books of the Corporation in respect of, the
outstanding shares of all classes of stock of the
Corporation, other than Junior Stock.
Section 2
Classes of Preferred Stock
Section 2.1. The 4.64% Preferred Stock. The
authorized amount of the 4.64% Preferred Stock, hereby
designated as "4.64% Preferred Stock", (which shares are
hereinafter sometimes called "Preferred Stock (1963
Class)"), shall consist of 60,000 shares of the par
value of $100 per share.
(a) Dividends
Out of any funds of the Corporation available
for dividends, the holders of the Preferred Stock (1963
Class) at the time outstanding shall be entitled to
receive, but only when and as declared by the Board of
Directors, dividends at the rate of 4.64% per annum, and
no more, payable quarterly on March1, June1, September
1 and December 1 in each year, beginning with December
1, 1963. Dividends on the shares of Preferred Stock
(1963 Class) shall be cumulative from and after
September 1, 1963 on shares initially issued and on
subsequently issued shares from and after the first date
of the quarterly period in which they are issued.
(b) Liquidation Rights
In the event of any liquidation, dissolution
or winding up of the Corporation the holders of the
Preferred Stock (1963 Class) shall be entitled to
receive the amounts prescribed in Section 3.2.
(c) Redemption Provisions
The Corporation may, at its option expressed
by vote of its Board of Directors, redeem the Preferred
Stock (1963 Class) as a whole at any time or in part
from time to time at $100 per share, plus a premium of
$3.62 per share if redeemed prior to September 1,
1968
$3.48 per share if redeemed on September 1, 1963,
or thereafter prior to September 1, 1973
$3.23 per share if redeemed on September 1, 1973,
or thereafter prior to September 1, 1978 and
$2.98 per share if redeemed on or after September
1, 1978,
in each case together with any accrued dividends.
(d) Voting and Other Rights
The holders of Preferred Stock (1963 Class)
shall have such voting and other rights and be subject
to such restrictions and qualifications as are set forth
in Sections 3 and 5.
Section 2.2. The 9.80% Preferred Stock. The
authorized amount of the 9.80% Preferred Stock, hereby
designated as "9.80% Preferred Stock" (which shares are
hereinafter sometimes called "Preferred Stock (1988
Class)"), shall consist of 200,000 shares of the par
value of $100 per share.
(a) Dividends
Out of the funds of the Corporation available
for dividends, the holders of the Preferred Stock (1988
Class) at the time outstanding shall be entitled to
receive, but only when and as declared by the Board of
Directors, dividends at the rate of 9.80% per annum, and
no more, payable quarterly on March 1, June 1, September
1, and December 1 in each year, beginning with December
1, 1988. Dividends on the shares of Preferred Stock
(1988 Class) shall be cumulative from and after
September 29, 1988 on shares initially issued and on
subsequently issued shares from and after the first day
of the quarterly period in which they are issued.
(b) Liquidation Rights
In the event of any liquidation, dissolution
or winding up of the Corporation the holders of the
Preferred Stock (1988 Class) shall be entitled to
receive the amounts prescribed in Section 3.2.
(c) Redemption Provisions
The Corporation may, at its option expressed
by vote of its Board of Directors, redeem the Preferred
Stock (1988 Class) as a whole at any time or in part
from time to time at $100 per share, plus a premium of
$109.80 per share if redeemed prior to September 1,
1993,
$107.35 per share if redeemed on September 1, 1993
or thereafter prior to September 1, 1998,
$104.90 per share if redeemed on September1, 1998,
or thereafter prior to September 1, 2003,
$102.45 per share if redeemed on September 1, 2003,
or thereafter prior to September 1, 2008, and
$100.98 per share if redeemed on or after September
1, 2008.
in each case together with any accrued dividends;
provided, however, that (i) no share of Preferred Stock
(1988 Class) shall be redeemed prior to September 1,
1993 if such redemption is for the purpose or in
anticipation of refunding such share, directly or
indirectly, through the incurring of debt, or through
the issuance of capital stock ranking equally with or
prior to the Preferred Stock (1988 Class) as to
dividends or assets, if such debt has an effective
interest cost to the Corporation (computed in accordance
with generally accepted financial practice), or such
stock has an effective dividend cost to the Corporation
(so computed), of less than the effective dividend cost
to the Corporation of the Preferred Stock (1988 Class);
and (ii) on and after September 1, 1993 shares of
Preferred Stock (1988 Class) may be redeemed at $100.00
per share together with any accrued dividends to the
extent required or permitted for the sinking fund for
such shares pursuant to paragraph (d) of this Section
2.2.
(d) Sinking Fund
(1) As long as any shares of Preferred Stock
(1988 Class) are outstanding, the Corporation shall, on
or before August 31, 1993, and on or before August 31 of
each year thereafter, deposit (out of any funds legally
available therefor) with the transfer agent for the
Preferred Stock (1988 Class) as a sinking fund, in trust
for the benefit of the holders of shares of Preferred
Stock (1988 Class) to be called for redemption, a cash
sum sufficient to redeem 8,000 shares of the Preferred
Stock (1988 Class) on the next succeeding September 1 at
a price of $100.00 per share plus dividends accrued to
such September 1. In addition to the cash required to
be deposited with such transfer agent pursuant to the
preceding sentence, the Corporation may at its option on
any such August 31 also deposit with such transfer agent
as and for an increased sinking fund a sum in cash
sufficient to redeem at such price on the next
succeeding September 1 a whole multiple of 100 shares,
but not in excess of 8,000 shares, of Preferred Stock
(1988 Class). Any election by the Corporation to use
such option shall be evidenced by written notice
delivered to such transfer agent not later than July15,
in the year in question, and shall be irrevocable upon
such delivery. The option to increase the size of the
sinking fund shall be noncumulative so that the failure
to elect such option in any year, in whole or in part,
shall not increase the maximum amount which may be
deposited with such transfer agent in any subsequent
year. The foregoing is subject to the provision that
the Corporation shall be entitled to credit against any
required or optional sinking fund payment, at $100.00
per share (not including any amount equal to any
dividends accrued), any shares of Preferred Stock (1988
Class), which the Corporation may have previously
acquired in any manner other than through the operation
of the required or optional provisions of the sinking
fund, and not previously used as such credit, provided
that on or before July 15 in the year in which such
credit is to be used such transfer agent is furnished
with a written notice of the number of shares of
Preferred Stock (1988 Class) to be used as such credit
and provided, further, that not later than the next
succeeding August 31 the Corporation delivers to such
transfer agent certificates, cancelled or for
cancellation, representing such number of shares.
Forthwith after July 15 in each year in which a deposit
of cash is to be made as required or permitted hereby
the Corporation shall take such action as shall be
required to cause the amount so deposited to be applied
to the redemption of the largest number of shares of
Preferred Stock (1988 Class) that can be redeemed
therewith on the next succeeding September 1, at a price
of $100.00 per share plus dividends accrued to such
September 1, in the manner and with the effect provided
in Section 3.3 of Article 4 of the Articles of
Organization. Any balance remaining in the sinking fund
shall be carried forward and added to the next sinking
fund deposit required to be made. If the transfer agent
for the Preferred Stock (1988 Class) is not a bank or
trust Corporation doing business in the City of New
York, New York or the City of Boston, Massachusetts,
having a capital and surplus of at least $3,000,000, any
deposit of cash required or permitted hereunder shall be
made with such a bank or trust Corporation, in trust for
the benefit of the holders of shares of Preferred Stock
(1988 Class) to be called for redemption, instead of
with such transfer agent.
(2) If and so long as a default exists in any
obligation of the Corporation for the benefit of the
Preferred Stock (1988 Class) set forth in paragraph (1),
no Restricted Stock Payment as defined in Section 3.6 of
Article 4 of the Articles of Organization may be
declared or made. The restriction imposed by this
paragraph (2) is in addition to and not in substitution
for the provisions of said Section 3.6.
(e) Voting and Other Rights
The holders of Preferred Stock (1988 Class)
shall have voting and other rights, and be subject to
such restrictions and qualifications, as are set forth
in Sections 3 and 5.
Section 2.3. The 6 5/8% Preferred Stock. The
authorized amount of the 6 5/8% Preferred Stock, hereby
designated as "6 5/8% Preferred Stock" (which shares are
hereinafter sometimes called "Preferred Stock (1993
Class)"), shall consist of 300,000 shares of the par
value of $100 per share.
(a) Dividends
Out of any funds of the Corporation available
for dividends, the holders of the Preferred Stock (1993
Class) at the time outstanding shall be entitled to
receive, but only when and as declared by the Board of
Directors, dividends at the rate of 6 5/8% per annum,
and no more, payable quarterly on March 1, June 1,
September 1, and December 1 in each year, beginning with
September 1, 1993. Dividends on the shares of Preferred
Stock (1993 Class) shall be cumulative from and after
August 11, 1993 on shares initially issued and on
subsequently issued shares from and after the first day
of the quarterly period in which they are issued.
(b) Liquidation Rights
In the event of any liquidation, dissolution
or winding up of the Corporation the holders of the
Preferred Stock (1993 Class) shall be entitled to
receive the amounts prescribed in Section3.2.
(c) Redemption Provisions
The Corporation may, at its option expressed
by vote of its Board of Directors, redeem the Preferred
Stock (1993 Class) as a whole or in part from time to
time at any time on or after September 1, 2003 at $100
per share, together with any accrued dividends and on or
after September 1, 2003, 15,000 shares of Preferred
Stock (1993 Class) may be redeemed at $100.00 per share
together with any accrued dividends to the extent
required for the sinking fund for such shares pursuant
to paragraph (d) of this Section 2.3; provided, however,
that the Corporation shall redeem on September 1, 2008
all outstanding shares of Preferred Stock (1993 Class)
at $100.00 per share together with any accrued
dividends.
(d) Sinking Fund
(1) As long as any shares of Preferred Stock
(1993 Class) are outstanding, the Corporation shall, on
or before August 31, 2003, and on or before August 31 of
each year thereafter, deposit (out of any funds legally
available therefor) with the transfer agent for the
Preferred Stock (1993 Class) as a sinking fund, in trust
for the benefit of the holders of shares of Preferred
Stock (1993 Class) to be called for redemption, a cash
sum sufficient to redeem 15,000 shares of the Preferred
Stock (1993 class) on the next succeeding September 1 at
a price of $100.00 per share plus dividends accrued to
such September 1. The foregoing is subject to the
provision that the Corporation shall be entitled to
credit against any sinking fund payment, at $100.00 per
share (not including any amount equal to any dividends
accrued), any shares of Preferred Stock (1993 Class),
which the Corporation may have previously acquired in
any manner other than through the operation of the
provisions of the sinking fund, and not previously used
as such credit, provided that on or before July 15 in
the year in which such credit is to be used such
transfer agent is furnished with a written notice of the
number of shares of Preferred Stock (1993 Class) to be
used as such credit and provided, further, that not
later than the next succeeding August 31 the Corporation
delivers to such transfer agent certificates, cancelled
or for cancellation, representing such number of shares.
Forthwith after July 15 in each year in which a deposit
of cash is to be made as required hereby the Corporation
shall take such action as shall be required to cause the
amount so deposited to be applied to the redemption of
the largest number of shares of Preferred Stock (1993
Class) that can be redeemed therewith on the next
succeeding September 1, at the price of $100.00 per
share plus dividends accrued to such September 1, in the
manner and with the effect provided in Section3.3 of
Article4 of the Articles of Organization. Any balance
remaining in the sinking fund shall be carried forward
and added to the next sinking fund deposit required to
be made. If the transfer agent for the Preferred Stock
(1993 Class) is not a bank or trust corporation doing
business in the City of New York, New York or the City
of Boston, Massachusetts, having a capital and surplus
of at least $3,000,000, any deposit of cash required or
permitted hereunder shall be made with such a bank or
trust corporation, in trust for the benefit of the
holders of shares of Preferred Stock (1993 Class) to be
called for redemption, instead of with such transfer
agent.
(2) If and so long as a default exists in any
obligation of the Corporation for the benefit of the
Preferred Stock (1993 Class) set forth in paragraph (1),
no Restricted Stock Payment as defined in Section3.6 of
Article4 of the Articles of Organization may be
declared or made. The restriction imposed by this
paragraph(2) is in addition to and not in substitution
for the provisions of said Section3.6.
(e) Voting and Other Rights
The holders of Preferred Stock (1993 Class)
shall have such voting and other rights, and be subject
to such restrictions and qualifications, as are set
forth in Sections3 and 5.
Section 3
Dividends Rights, Liquidation Rights, Redemption Provisions,
Restrictions On Corporate Action, Voting Rights, Dividend
Restrictions and Preemptive Rights Applicable to
All Classes of Preferred Stock
Section 3.1. Dividend Rights.
Dividends in full shall not be declared, paid
or set apart for payment on any class of Preferred Stock
for any dividend period unless dividends in full have
been or are contemporaneously declared, paid or set
apart for payment on all outstanding shares of all
classes of Preferred Stock for such dividend period and
for all prior dividend periods. When the specified
dividends are not paid in full on any class of Preferred
Stock, the shares of each class of Preferred Stock shall
share ratably in the payment of dividends, including
accumulations, if any, in accordance with the sums which
would be payable on such shares if all dividends,
including accumulations, were paid in full. No
dividends shall be paid up or set apart for the shares
of any class of Junior Stock, unless full dividends on
all the outstanding shares of Preferred Stock for all
past quarterly dividend periods shall have been paid or
declared and a sum sufficient for the payment thereof
set apart and the full dividend for the then current
quarterly dividend period shall have been or
concurrently shall be paid or declared and a sum
sufficient for the payment thereof set apart, and then
only on compliance with the provisions of Sections 3.6
and 4.1. Any accumulation of dividends on the Preferred
Stock shall not bear interest.
Section 3.2. Liquidation Rights.
In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or
involuntary, the holders of each class of Preferred
Stock shall be entitled to receive, for each share
thereof, the par value thereof together with accrued
dividends, plus, in case such liquidation, dissolution
or winding up shall have been voluntary, an amount per
share equal to the redemption premium that would then be
payable to the holders of the particular class of
Preferred Stock as set forth in Section2 hereof if such
Preferred Stock were to be redeemed as set forth below
under the caption "Redemption Provisions", before any
distribution of the assets shall be made to the holders
of Junior Stock; but the holders of the Preferred Stock
shall be entitled to no further participation in such
distribution. The term "accrued dividends", means in
respect of each share of the Preferred Stock that amount
which shall be equal to simple interest upon the par
value thereof at an annual rate equal to the dividend
rate thereon and no more from the date upon which
dividends on such share became cumulative to the date
fixed for payment of any amount to be distributed as
aforesaid or upon redemption as hereafter provided less
the aggregate amount (without interest thereon) of all
dividends theretofore paid or declared and set apart for
payment thereon. A consolidation or merger of the
Corporation or sale, conveyance, exchange or transfer
(for cash, shares of stock, securities or other
consideration) of all or substantially all of the
property or assets of the Corporation shall not be
deemed a liquidation, dissolution or winding up of the
Corporation within the meaning of this Section 3.2.
Section 3.3. Redemption Provisions.
Any redemption of any class of Preferred Stock
under Section 2 hereof shall be in such amount, at such
place and by such method, which if in part shall be by
lot, as shall from time to time be determined by vote of
the Board of Directors. Notice of any proposed
redemption of any class of Preferred Stock shall be
given by the Corporation by mailing a copy of such
notice at least thirty (30) days but not more than
ninety (90) days prior to the date fixed for such
redemption to the holders of records of the particular
shares of Preferred Stock to be redeemed at their
respective addresses then appearing on the books of the
Corporation. On or after the date specified in such
notice, each holder of shares of any class or classes of
Preferred Stock called for redemption as aforesaid upon
presentation and surrender at the place designated in
such notice of the certificates for such shares of
Preferred Stock held by him, properly endorsed in blank
for transfer or accompanied by proper instruments of
assignment or transfer in blank (if required by the
Corporation) and bearing all necessary stock transfer
tax stamps thereto affixed and cancelled, shall be
entitled to receive therefor the redemption price
thereof. From and after the date fixed for redemption,
unless default is made by the Corporation in providing
moneys for payment of the redemption price, all
dividends on the shares called for redemption shall
cease to accrue, and from and after such redemption
date, unless default be made as aforesaid or, at the
election of the Corporation, from and after the earlier
deposit by the Corporation with a bank or trust
Corporation doing business in the City of Boston,
Massachusetts, and having a capital and surplus of at
least $1,000,000, in trust for the benefit of the
holders of the shares so called for redemption, of all
funds necessary for such redemption as aforesaid
(provided in the latter case that there shall have been
mailed as aforesaid to holders of records of shares to
be redeemed a notice of the redemption thereof stating
that such deposit has been or is to be made, or that the
Corporation shall have executed and delivered to the
Transfer Agent for the particular class or classes of
Preferred Stock or to the bank or trust Corporation with
which such deposit is made an instrument, purporting to
be irrevocable, authorizing it to mail such notice) all
rights of the holders of the shares called for
redemption as stockholders of the Corporation, except
only the right to receive the redemption price, shall
cease and determine and Preferred Stock so redeemed
shall not be reissued. Any funds so deposited which
shall remain unclaimed by the holders of such Preferred
Stock at the end of six (6) years after the redemption
date, together with any interest thereon which shall
have been allowed by the bank or trust corporation with
which such deposit shall have been made, shall be paid
by it to the Corporation and thereafter such holders
shall be entitled to look only to the Corporation for
the payment of the redemption price. The Corporation
may also from time to time purchase shares of its
Preferred Stock at not exceeding the redemption price
plus customary brokerage commissions. Shares of
Preferred Stock so purchased may in the discretion of
the Board of Directors be reissued or otherwise disposed
of from time to time to the extent permitted by law. So
long as there are dividends in arrears on any shares of
Preferred Stock, (a) the Corporation shall not redeem or
purchase any shares of Preferred Stock unless, (i) in
the case of redemption, all of the outstanding Preferred
Stock is redeemed; or (ii) in the case of purchases, an
offer to purchase is made to the holders of all the
outstanding Preferred Stock and approval of such
purchase of any other acquisition thereof (other than by
redemption) is obtained under the Public Utility Holding
Corporation Act of 1935, and (b) the Corporation shall
not redeem or purchase any shares of any Junior Stock.
Section 3.4. Restrictions on Corporate Action.
(a) So long as any class of Preferred Stock
is outstanding, the Corporation shall not, without the
consent (given in writing or by a vote in person or by
proxy at a meeting called for the purpose) of the
holders of at least two thirds in voting power of the
total number of shares of the Preferred Stock
outstanding, voting as one class:
(i) Create or authorize (a) any shares of any
class of stock ranking as to dividends or assets
prior to the Preferred Stock or (b) any obligation
or security convertible into stock ranking as to
dividends or assets prior to the Preferred Stock,
or issue any shares of any such prior class of
stock (except upon conversion pursuant to (b)
above) more than twelve months after the
Corporation was empowered to create or authorize
such stock;
(ii) Amend, change, alter or repeal any of
the express rights, preferences or powers of the
Preferred Stock outstanding in any manner so as to
affect adversely any such rights, preferences or
powers of the holders thereof, except that, if such
amendment, change, alteration or repeal affects
adversely the rights, preferences or power of the
holders of one or more, but not all, the classes of
the Preferred Stock at the time outstanding only
the consent of the holders of two thirds in voting
power of the total number of shares of all classes
so affected shall be required; provided, however,
that an amendment to increase or decrease the
authorized but unissued amount of Preferred Stock,
or of any class of stock ranking equal to the
Preferred Stock as to dividends or assets, shall
not be deemed to affect adversely the rights,
preferences or powers of the holders of any class
of Preferred Stock, or
(iii) Issue shares of Preferred Stock, in
addition to the shares authorized in Section 2, or
any shares of any other class of stock ranking
equal to the Preferred Stock as to dividends or
assets for any purpose other than to refinance an
equal par amount or stated value of Preferred Stock
or stock ranking prior to or equal to the Preferred
Stock as to dividends or assets at the time
outstanding, or reissue any reacquired shares of
Preferred Stock or of any class of stock ranking
equal to the Preferred Stock as aforesaid, unless:
(A) the "Gross Income available for payment
of interest charges on the Corporation's
indebtedness" for any period of twelve
(12) consecutive calendar months within
the fifteen (15) calendar months
immediately preceding the month within
which such additional shares are to be
issued, shall have been at least one and
one-half (1 1/2) times the aggregate
annual interest charges on indebtedness
of the Corporation and the annual
dividend requirements upon all shares of
Preferred Stock and on all shares of any
other class of stock ranking as to
dividends or assets equal to or prior to
the Preferred Stock to be outstanding
immediately after the issue of any such
additional shares, and
(B) the Junior Stock Equity shall be not less
than the sum of the aggregate amounts
payable upon involuntary liquidation,
dissolution or winding up of the
Corporation to the holders of Preferred
Stock and to the holders of any other
class of stock, if any, ranking as to
dividends or assets equal to or prior to
the Preferred Stock of the Corporation,
to be outstanding after giving effect to
such issue, excluding all shares thereof
to be retired in connection with such
proposed issue;
provided, however, that if it shall have been necessary
to take into consideration any earned surplus of the
Corporation in such computation, the Corporation shall
not thereafter pay any dividends on, or take any
distribution in respect of, or purchase or otherwise
acquire for value, Junior Stock, which would result in
reducing the Junior Stock Equity to an amount less than
the amount payable on involuntary liquidation
dissolution or winding up of the Corporation with
respect to all shares of Preferred Stock and all shares
of any class of stock at the time outstanding ranking
equal to or prior to the Preferred Stock as to dividends
or assets. There shall be excluded from the foregoing
computations interest charges on all indebtedness and
dividend requirements on all classes of stock which are
to be retired in connection with the issue of such
additional shares. The Gross Income (as above) of any
property acquired by the Corporation during the period
for which income is computed or which is to be acquired
in connection with the issuance of any such additional
shares may be included on a pro forma basis in the
foregoing computations.
(b) So long as any shares of the Preferred Stock
(1963 Class) and (1988 Class) are outstanding, the
Corporation shall not, without the consent (given in
writing or by vote in person or by proxy at a meeting
called for that purpose) of the holders of a majority in
voting power of the total number of shares of the
Preferred Stock (1963 Class) and (1988 Class)
outstanding, voting as one class, issue or assume any
unsecured notes, debentures, or other securities
representing unsecured indebtedness, for purpose other
than for the refunding or renewing of such outstanding
unsecured securities with equal or longer maturities
theretofore issued or assumed by the Corporation or the
redemption or other retirement of all outstanding shares
of the Preferred Stock (1963 Class) and (1988 Class) if,
immediately after such issue or assumption (1) the total
principal amount of all unsecured notes debentures or
other securities representing unsecured indebtedness
issued or assumed by the Corporation and then
outstanding would exceed twenty percent (20%) of the
aggregate of (x) the total principal amount of all bonds
or other securities representing secured indebtedness
issued or assumed by the Corporation, and then to be
outstanding and (y) the capital (including premiums on
capital stock) and surplus of the Corporation as then to
be stated on the books of account of the Corporation, or
(2) the total outstanding principal amount of all
unsecured notes, debentures or other securities
representing unsecured indebtedness issued or assigned
by the Corporation of maturities of less than 10 years
would exceed 10% of such aggregate. (For the purpose of
the foregoing, the payment due upon the maturity of
unsecured indebtedness having an original single
maturity in excess of 10 years of the payment due upon
the final maturity of any unsecured serial indebtedness
which had original maturities in excess of 10 years
shall not be regarded as unsecured indebtedness of a
maturity of less than 10 years until such payment shall
be required to be made within three years.)
(c) So long as any shares of the Preferred Stock
are outstanding, the Corporation shall not, without the
consent (given in writing or by vote in person or by
proxy at a meeting called for that purpose) of the
holders of a majority in voting power of the total
number of shares of the Preferred Stock outstanding,
voting as one class, merge or consolidate with or into
any other corporation or corporations or sell or
otherwise dispose of all or substantially all of its
assets unless such merger, consolidation, sale or other
disposition or the issuance and assumption of all
securities to be issued or assumed in connection with
any such merger or consolidation, shall have been
ordered, approved, or permitted under the provisions of
the Public Utility Holding Corporation Act of 1935.
(d) The voting rights of the Preferred Stock
hereinabove set forth shall not be effective as to a
particular class or classes thereof if in connection
with any of the matters specified in paragraph (a), (b)
and (c), provision shall have been made for the
redemption of all of the outstanding shares of such
class or classes of Preferred Stock or provision shall
have been made that the proposed action shall not be
effective unless provision be made for the purchase,
redemption or retirement of all shares of such class or
classes of Preferred Stock at the time outstanding.
Section 3.5. Voting Rights.
The holders of the Preferred Stock shall not
be entitled to vote except:
(a) as provided in Section 3.4;
(b) as may from time to time be required by the
laws of Massachusetts; or
(c) for the election of the smallest number of
directors necessary to constitute a majority
of the full Board of Directors whenever and as
often as dividends payable on any class of the
Preferred Stock shall be in arrears in an
amount equivalent to or exceeding four
quarterly dividends, which right may be
exercised as hereinafter provided until such
time as all dividends in arrears or any class
of Preferred Stock shall have been paid or
declared and set apart for payment, at which
time such right shall terminate.
So long as holders of the Preferred Stock shall
have the right to elect directors under the terms of the
foregoing clause (c), the Preferred Stock shall vote as
one class and the holders of the Common Stock voting
separately as a class shall be entitled to elect the
remaining directors.
Whenever, under the provisions of the foregoing
clause (c) the right of holders of the Preferred Stock
to elect directors shall accrue or shall terminate, the
clerk of the Corporation shall in accordance with the
by-laws of the Corporation, call a special meeting of
the holders of the class or classes of stock of the
Corporation entitled to vote for the election of
directors to be held not less than 45 days and not more
than 90 days after the accrual or termination of the
aforesaid right, for the purpose of electing a full
Board of Directors to serve until the next annual
meeting and until their respective successors shall be
elected and shall qualify. If at any meeting called as
aforesaid or at any annual meeting of stockholders after
accrual or termination of the right of holders of the
Preferred Stock to elect directors as in the foregoing
clause (c) provided, any director shall not be re-
elected, his term of office shall end upon the election
and qualification of his successor, notwithstanding that
the term for which such director was originally elected
shall not at the time have expired.
If, during any interval between annual meetings of
stockholders for the election of directors while holders
of the Preferred Stock shall be entitled to elect any
director pursuant to the foregoing clause (c), the
number of directors in office who have been elected by
the holders of the Preferred Stock or Common Stock, as
the case may be, shall become less than the total number
of directors subject to election by holders of shares of
such class, whether by reason of the resignation, death
or removal of any director or directors, or an increase
in the total number of directors, (1) the vacancy or
vacancies shall be filled by a majority vote of the
remaining directors who either were elected by the votes
of shares of such class or succeeded to a vacancy
originally filled by the votes of shares of such class,
and (2) if such remaining directors then in office do
not constitute a majority of the number of directors
subject to election by the holder of such class or if
they fail to fill such vacancy within sixty days after
such vacancy occurs, they, or the clerk of the
Corporation, shall call a special meeting of holders of
shares of such class upon not less than seven (7) days'
notice and the vacancy or vacancies shall be filled at
such special meeting.
Any director may be removed from office for cause
by vote of the holders of a majority of the shares of
the class of stock voted for his election or for his
predecessor in cases where such director was elected by
the Board of Directors. A special meeting of holders of
shares of the appropriate class may be called by a
majority vote of the Board of Directors for the purpose
of removing a director in accordance with the provisions
of the preceding sentence, and shall be called by the
clerk within forty (40) days after there shall have been
delivered to the Corporation at its principal office a
request to such effect signed by holders of at least
five percent (5%) of the outstanding shares of the class
entitled to vote with respect to the removal of any such
director.
Whenever, under the provisions hereof, the right of
holders of the Preferred Stock to elect directors shall
accrue and be exercised, the amount of all dividends on
the Preferred Stock which shall be in default shall be
paid, or shall be deposited in trust, out of any assets
of the Corporation available therefor as soon as shall
be reasonably practicable.
Each holder of Preferred Stock, as to all matters
in respect of which such stock has voting power, is
entitled to one vote for each share of stock standing in
his name, provided that if there shall be several
classes of Preferred Stock outstanding which have a
different par value per share for the purposes of all
votes or consents contemplated in this Section 3, the
class having the lowest par value per share shall be
entitled to one vote per share and each other class
shall be entitled to a number of votes per share
proportionate to the par value per share thereof, and
provided further that if at any meeting of stockholders
the holders of one or more classes of Preferred Stock
and the holders of any other class of stock (including
Common Stock) shall be entitled to vote together and not
as classes, the holders of Preferred Stock shall be
entitled only to one vote per share without regard to
the par value of any share.
Section 3.6. Dividend Restrictions.
So long as any shares of the Preferred Stock
shall be outstanding, the Corporation shall not declare
or pay any dividend or make any distribution on any
shares of Junior Stock (other than dividends payable in
shares of Junior Stock) or purchase or otherwise acquire
for value any shares of any Junior Stock (other than by
the issuance in exchange therefor, or by the application
forthwith of the proceeds of the contemporaneous
issuance or sale, of any such Junior Stock of the
Corporation), each such payment, distribution, purchase
and/or acquisition being hereinafter referred to as a
"Restricted Stock Payment", except to the extent
permitted by the following provisions:
(a) No Restricted Stock Payment shall be
declared or made in an amount which, together with
all other dividends on any such Junior Stock
declared and any other Restricted Stock Payments
made in the year ending on (and including) the date
of the declaration of any such dividend or the
making of any other such Restricted Stock Payment,
would in the aggregate exceed fifty percent (50%)
of the "Net Income of the Corporation available for
Junior Stock dividends" for the period of twelve
(12) consecutive calendar months immediately
preceding the calendar month in which such dividend
is declared or such other payment is made, if at
the end of such twelve (12) months' period the
ratio (herein referred to as the "Capitalization
Ratio") of the Junior Stock Equity of the
Corporation to the Capitalization of the
Corporation (after adjustment, in each case, of the
surplus accounts to reflect such Restricted Stock
Payment) would be less than twenty percent (20%);
(b) No Restricted Stock Payment shall be
declared or made in an amount which, together with
all other dividends on any such Junior Stock
declared and any other Restricted Stock Payments
made in the year ending on (and including) the date
of the declaration of any such dividend or the
making of any other such Restricted Stock Payment,
would in the aggregate exceed seventy-five percent
(75%) of the Net Income of the Corporation
available for Junior Stock dividends for the period
of twelve (12) consecutive calendar months
immediately preceding the calendar month in which
such dividend is declared or such other payment is
made, if at the end of such twelve (12) month
period the Capitalization Ratio (after adjustment,
in each case, of the surplus accounts to reflect
such Restricted Stock Payment) would be twenty
percent (20%) or more but less than twenty-five
percent (25%).
Section 3.7. Subscription Rights.
Holders of Preferred Stock shall be entitled
to subscribe for or acquire (a) new or additional shares
of any class of Preferred Stock or (b) securities
convertible into new or additional shares of any class
of Preferred Stock, unless the stockholders upon
authorizing such increase in new or additional shares of
any class of Preferred Stock or such convertible
securities shall provide that such new or additional
shares or convertible securities shall be disposed of
without being offered to the Stockholders. Except as
above provided, the holders of Preferred Stock shall
have no right to subscribe for or acquire any new or
additional shares of stock of the Corporation. No
holder of Preferred Stock need be given notice of any
increase of stock of the Corporation to which he is not
entitled to subscribe.
Section 4
Common Stock
Section 4.1. Dividends.
Out of any funds of the Corporation available
for dividends remaining after full cumulative dividends
upon the Preferred Stock then outstanding shall have
been paid, or declared and a sum sufficient for the
payment thereof set apart, for all past quarterly
dividend periods, and after, or concurrently with,
making payment of or provision for full dividends for
the current quarterly dividend period on the Preferred
Stock or any other stock, if any, then outstanding
ranking as to dividends ahead of the Common Stock, and
provided that the Corporation is not in default in any
sinking fund obligations provided for any Preferred
Stock, then, and not otherwise, dividends may be paid
upon the Common Stock to the exclusion of the Preferred
Stock subject to the limitations provided for in section
3.6.
Section 4.2. Distribution of Assets.
In the event of any liquidation, dissolution
or winding up of the Corporation, after there shall have
been paid to or set aside for the holders of Preferred
Stock or any other stock, if any, ranking as to assets
ahead of the Common Stock, the full preferential amounts
to which they are respectively entitled, the holders of
the Common Stock shall be entitled to receive, pro rata,
all of the remaining assets of the Corporation available
for distribution to its stockholders. The Board of
Directors by vote of the majority of the members
thereof, may distribute in kind to the holders of the
Common Stock such remaining assets of the Corporation or
may sell, transfer or otherwise dispose of all or any of
the remaining property and assets of the Corporation to
any other corporation and receive payment therefor
wholly or part in cash and/or in stock and/or in
obligations of such corporation and may sell all or any
part of the consideration received therefor or
distribute the same and/or the balance thereof in kind
to the holders of the Common Stock.
Section 4.3. Subscription Rights.
Holders of Common Stock shall have the right
to subscribe for or acquire any additional share of
Common Stock and, to the extent permitted by law, to
subscribe for or acquire stock or securities of any kind
or class convertible into shares of Common Stock, but no
holder of Common Stock shall have any right to subscribe
for or acquire any additional shares of Preferred Stock
or any other class of stock of the Corporation except
Common Stock or any stock or securities of any kind or
class convertible into shares of any other class of
stock of the Corporation other than Common Stock, unless
otherwise determined by the Stockholders authorizing
such additional shares or convertible securities. No
holder of Common Stock need be given notice of any
increase of stock of the Corporation to which he is not
entitled to subscribe.
Section 4.4. Voting Rights. Subject to the voting
rights expressly conferred upon the Preferred Stock by
Section 3 and the voting rights of any other class of
Junior Stock, the holders of the Common stock shall
exclusively possess full voting power for the election
of directors and for all other purposes.
Section 5
Miscellaneous
Section 5.1. Amendments.
From time to time and without limitation of
other rights and powers of the Corporation as provided
by law, the Corporation may create or authorize one or
more classes or kinds of stock ranking prior to or on a
parity with or junior to the Preferred Stock or may
increase the authorized amount of any class of stock,
authorize the disposition thereof permitted by law or
make other amendments to the Article of Organization or
the By-Laws of the Corporation permitted by law,
including, in particular, the provisions setting out the
preferences, restrictions or qualifications of any class
of stock at the time outstanding, upon the vote given at
a meeting called for the purpose of the holders of a
majority of the shares of stock then entitled to vote
thereon, or upon such other vote as may then be provided
by law; provided that the consent of the holders of
shares of any class of Preferred Stock required by
Section 3.4, if any such consent be so required, shall
have been obtained, and provided further that the
rights, privileges, terms and conditions of shares of
the Common stock shall not be subject to amendment,
alteration, change or repeal without the consent by vote
at a meeting called for that purpose of the holders of a
majority of the total number of shares of the Common
Stock then outstanding. Notwithstanding the foregoing,
the Board of Directors of the Corporation to the extent
permitted by law, may fix the par values, dividends
rates, redemption prices, amounts payable thereon upon
liquidation, dissolution or winding up and sinking or
purchase funds and other permitted provisions for
additional classes of Preferred Stock within the
aggregate par value thereof authorized by the Articles
of Organization, votes of the Stockholders or By-Laws.
* 5. The restrictions, if any, imposed by the articles of
organization upon the transfer of shares of stock of any
class are as follows:
None.
* 6. Other lawful provisions, if any, for the conduct and
regulation of the business and affairs of the
corporation, for its voluntary dissolution, or for
limiting, defining, or regulating the powers of the
corporation, or of its directors or stockholders, or of
any class of stockholders:
None.
* We further certify that the foregoing restated articles
of organization effect no amendments to the articles of
organization of the corporation as heretofore amended, except
amendments to the following articles 3 and 4.
Briefly describe amendments in space below:
The authorized shares of Preferred Stock have been
reduced from 800,000 to 560,000. Sections 2.02
through 2.06 of Article 4 have been deleted.
Sections 2.01 and 2.07 of Article 4 have been
redesignated Sections 2.1 and 2.2. A new Section
2.3 has been inserted into Article 4. Paragraph (b)
of Section 3.4 of Article 4 has been deleted and
replaced.
* If there are no such provisions, state "None".
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we
have hereto signed our names this 9th day of August in the
year 1993
/s/ Richard M. Burns, Vice President
/s/ William F. O'Connor, Clerk
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(General Laws, Chapter 164, Section 8C)
I hereby approve the within restated
articles of organization and, the filing
fee in the amount of $400 having been
paid, said articles are deemed to have
been filed with me this 9th day of
August, 1993.
/s/ Michael Joseph Connolly
MICHAEL JOSEPH CONNOLLY
Secretary of State
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF
ORGANIZATION TO BE SENT TO:
Arthur I. Anderson, Esq.
McDermott, Will & Emery
75 State Street, Suite 1700
Boston, MA 02109
617/345-5016
EXHIBIT C-33
EASTERN EDISON COMPANY
TO
STATE STREET BANK AND TRUST COMPANY
(formerly State Street Trust Company)
BOSTON, MASSACHUSETTS,
Trustee
TWENTY-FOURTH SUPPLEMENTAL INDENTURE
Dated as of May 1, 1993
Supplementing the Indenture of First Mortgage
And Deed of Trust Dated As Of
September 1, 1948
This is a Mortgage of Personal Property as well as a
Mortgage upon Real Estate.
*n*
THIS TWENTY-FOURTH SUPPLEMENTAL INDENTURE, dated as of
May 1, 1993 between Eastern Edison Company (formerly named
Brockton Edison Company), as Debtor (its Federal tax number
being 04-1123095), a corporation organized and existing under
the laws of The Commonwealth of Massachusetts and having its
principal place of business and mailing address at 110
Mulberry Street in the City of Brockton in said Commonwealth
(hereinafter sometimes called the "Company"), party of the
first part, and State Street Bank and Trust Company (formerly
State Street Trust Company and hereinafter sometimes called
the "Trustee"), as Secured Party (its Federal tax number
being 04-1867445), a corporation duly organized and existing
under the laws of The Commonwealth of Massachusetts, having
its principal office andmailing address at 225 Franklin
Street, Boston, Massachusetts 02110, party of the second
part.
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture of First Mortgage and
Deed of Trust dated as of September 1, 1948 (hereinafter
called the "Original Indenture") to secure, as provided
therein, its bonds (in the Original Indenture and herein
called the "Bonds"), not limited except as provided in
Section 3.01 of the Original Indenture, to be known generally
as its "First Mortgage and Collateral Trust Bonds", and to be
issued in one or more series as provided in the Original
Indenture; and
WHEREAS, the Company has heretofore executed and
delivered to the Trustee twenty-three indentures supplemental
to the Original Indenture as follows: a First Supplemental
Indenture dated as of February 1, 1953 (hereinafter sometimes
called the "First Supplemental Indenture"), a Second
Supplemental Indenture dated as of May 1, 1954 (hereinafter
sometimes called the "Second Supplemental Indenture"), a
Third Supplemental Indenture dated as of June 1, 1955
(hereinafter sometimes called the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture dated as of
September 1, 1957 (hereinafter sometimes called the "Fourth
Supplemental Indenture"), a Fifth Supplemental Indenture
dated as of April 1, 1959 (hereinafter sometimes called the
"Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture dated as of October 1, 1963 (hereinafter sometimes
called the "Sixth Supplemental Indenture"), a Seventh
Supplemental Indenture dated as of June 1, 1969 (hereinafter
sometimes called the "Seventh Supplemental Indenture"), an
Eighth Supplemental Indenture dated as of July 1, 1972
(hereinafter sometimes called the "Eighth Supplemental
Indenture"), a Ninth Supplemental Indenture dated as of
September 1, 1973 (hereinafter sometimes called the "Ninth
Supplemental Indenture"), a Tenth Supplemental Indenture
dated as of October 1, 1975 (hereinafter sometimes called the
"Tenth Supplemental Indenture"), an Eleventh Supplemental
Indenture dated as of January 1, 1979 (hereinafter sometimes
called the "Eleventh Supplemental Indenture"), a Twelfth
Supplemental Indenture dated as of October 1, 1980
(hereinafter sometimes called the "Twelfth Supplemental
Indenture"), a Thirteenth Supplemental Indenture dated as of
July 1, 1981 (hereinafter sometimes called the "Thirteenth
Supplemental Indenture"), a Fourteenth Supplemental Indenture
dated as of June 1, 1982 (hereinafter sometimes called the
"Fourteenth Supplemental Indenture"), a Fifteenth
Supplemental Indenture dated as of May 1, 1983 (hereinafter
sometimes called the "Fifteenth Supplemental Indenture"), a
Sixteenth Supplemental Indenture dated as of September 1,
1984 (hereinafter sometimes called the "Sixteenth
Supplemental Indenture"), a Seventeenth Supplemental
Indenture dated as of July 1, 1986 (hereinafter sometimes
called the "Seventeenth Supplemental Indenture"), an
Eighteenth Supplemental Indenture dated as of June 1, 1987
(hereinafter sometimes called the "Eighteenth Supplemental
Indenture"), a Nineteenth Supplemental Indenture dated as of
November 1, 1987 (hereinafter sometimes called the
"Nineteenth Supplemental Indenture"), a Twentieth
Supplemental Indenture dated as of May 1, 1988 (hereinafter
sometimes called the "Twentieth Supplemental Indenture"), a
Twenty-First Supplemental Indenture dated as of September 1,
1988 (hereinafter sometimes called the "Twenty-First
Supplemental Indenture"), a Twenty-Second Supplemental
Indenture dated as of December 1, 1990 (hereinafter sometimes
called the "Twenty-Second Supplemental Indenture") and a
Twenty-Third Supplemental Indenture dated of July 1, 1992
(hereinafter sometimes called the "Twenty-Third Supplemental
Indenture") (the Original Indenture, as supplemented and
modified by the First Supplemental Indenture, the Eighth
Supplemental Indenture, the Ninth Supplemental Indenture, the
Tenth Supplemental Indenture and the Eleventh Supplemental
Indenture and as supplemented by the Second Supplemental
Indenture, the Third Supplemental Indenture, the Fourth
Supplemental Indenture, the Fifth Supplemental Indenture, the
Sixth Supplemental Indenture, the Seventh Supplemental
Indenture, the Twelfth Supplemental Indenture, the Thirteenth
Supplemental Indenture, the Fourteenth Supplemental
Indenture, the Fifteenth Supplemental Indenture, the
Sixteenth Supplemental Indenture, the Seventeenth
Supplemental Indenture, the Eighteenth Supplemental
Indenture, the Nineteenth Supplemental Indenture, the
Twentieth Supplemental Indenture, the Twenty-First
Supplemental Indenture, the Twenty-Second Supplemental
Indenture, the Twenty-Third Supplemental Indenture and this
Twenty-Fourth Supplemental Indenture, being herein sometimes
called the "Indenture"); and
WHEREAS, pursuant to the Original Indenture, as
heretofore supplemented and modified, there have been
executed, authenticated, delivered and issued and there are
now outstanding First Mortgage and Collateral Trust Bonds of
series and in principal amounts as follows:
Title Issued
Outstanding
4 1/2% Series due 1993 . . . . . 5,000,000
8.90% Series due 1995/Secured
Medium Term Notes . . . . 10,000,000
6 1/2% Series due 1997 . . . . . 7,000,000
10 1/8% Second Series due 1997. . 35,000,000
9 7/8% Series due 1998 . . . . . 40,000,000
8 3/8% Series due 1999 . . . . . 5,000,000
7 7/8% Series due 2002 . . . . . 8,000,000
7.78% Second Series due 2002/
Secured Medium Term Notes 35,000,000
8 3/8% Series due 2003 . . . . . 10,000,000
9 5/8% Series due 2016 . . . . . 55,000,000
and
WHEREAS, the Board of Directors of the Company has
established under Section 3.02 of the Original Indenture,
three new series of Bonds, the first to be designated First
Mortgage and Collateral Trust Bonds, 5 7/8% Second Series due
1998 (hereinafter referred to as the "Bonds of the Second
1998 Series"), the second to be designated First Mortgage and
Collateral Trust Bonds 6 7/8% Second Series due 2003
(hereinafter referred to as the "Bonds of the Second 2003
Series") and the third to be designated First Mortgage and
Collateral Trust Bonds 8% Series due 2023 (hereinafter
referred to as the "Bonds of the 2023 Series"), and has
authorized the issue of said Bonds of the Second 1998 Series
in the aggregate principal amount of Twenty Million Dollars
($20,000,000), the issue of said Bonds of the Second 2003
Series in the aggregate principal amount of Forty Million
Dollars ($40,000,000) and the issue of said Bonds of the 2023
Series in the aggregate principal amount of Forty Million
Dollars ($40,000,000), all pursuant to the provisions of
Article Four of this Twenty-Fourth Supplemental Indenture;
and
WHEREAS, Article Eighteen of the Original Indenture
provides, among other things, that the Company, when
authorized by a resolution of the Board of Directors, and the
Trustee, from time to time and at any time, subject to the
restrictions in the Indenture contained, may, and when so
required by the Indenture, shall, enter into indentures
supplemental to the Original Indenture and which thereafter
shall form a part thereof, for the purposes, among others, of
(a) providing for the creation of a series of Bonds,
designating the series to be created and specifying the form
and provisions of the Bonds of such series, (b)adding to the
Indenture other covenants and agreements to be thereafter
observed by the Company, and (c)mortgaging, pledging,
conveying, transferring or assigning to the Trustee, and
subjecting to the lien of the Indenture, additional
properties acquired by the Company; and
WHEREAS, the Board of Directors of the Company (pursuant
to authority granted by the stockholders of the Company
entitled to vote thereon) by resolutions duly adopted
authorized the execution of this Twenty-Fourth Supplemental
Indenture for the purpose of (a) creating the Bonds of the
Second 1998 Series, the Bonds of the Second 2003 Series and
the Bonds of the 2023 Series, designating the series created
and specifying the form and the provisions of the Bonds of
such series, (b) adding to the Indenture certain covenants
and agreements to be hereafter observed by the Company, and
(c) subjecting to the lien of the Indenture additional
properties acquired by the Company;
WHEREAS, all acts and proceedings required by law and by
the Certificate of Organization and Certificate of
Incorporation and by-laws of the Company necessary to secure
the payment of the principal of and interest and premium, if
any, on the Bonds of the Second 1998 Series, the Bonds of the
Second 2003 Series and the Bonds of the 2023 Series, to make
the Bonds of the Second 1998 Series, the Bonds of the Second
2003 Series and the Bonds of the 2023 Series to be issued
hereunder, when executed by the Company, authenticated and
delivered by the Trustee and duly issued, the valid, binding
and legal obligations of the Company, and to constitute the
Indenture a valid and binding mortgage for the security of
the Bonds, in accordance with its and their terms, have been
done and taken; and the execution and delivery of this
Twenty-Fourth Supplemental Indenture and the issue of the
Bonds of the Second 1998 Series, the Bonds of the Second 2003
Series and the Bonds of the 2023 Series, have been in all
respects duly authorized:
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order
to secure the payment of the principal of and premium, if
any, and interest on all Bonds at any time issued and
outstanding under the Indenture, according to their tenor,
purport and effect, to confirm the lien of the Indenture upon
the mortgaged property mentioned therein including any and
all property purchased, constructed or otherwise acquired by
the Company since the date of execution of the Original
Indenture and to secure the performance and observance of all
the covenants and conditions in the Bonds and in the
Indenture contained, and to declare the terms and conditions
upon and subject to which the Bonds of the Second 1998
Series, the Bonds of the Second 2003 Series and the Bonds of
the 2023 Series are to be issued and secured, and for and in
consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the
Bonds of the Second 1998 Series, the Bonds of the Second 2003
Series and the Bonds of the 2023 Series by the holders
thereof, and of the sum of $10 duly paid to the Company by
the Trustee, at or before the ensealing and delivery hereof,
and for other valuable consideration, the receipt whereof is
hereby acknowledged, the Company has executed and delivered
this Twenty-Fourth Supplemental Indenture, and by these
presents, does grant, bargain, sell, alien, remise, release,
convey, assign, transfer, mortgage, pledge, set over and
confirm unto State Street Bank and Trust Company, Trustee,
its successors in trust and its and their successors and
assigns, all the property, rights, privileges and franchises
(other than excepted property) of the character described in
the Granting Clauses of the Original Indenture now owned of
record or otherwise by the Company, whether or not
constructed or acquired since the date of execution of the
Original Indenture or which may hereafter be constructed or
acquired by it, including without limiting the generality of
the foregoing the property described in Article Four hereof,
if any, but subject to all exceptions, reservations and
matters of the character therein referred to, and expressly
excepting and excluding from the lien and operation of the
Indenture all properties of the character specifically
excepted by Paragraphs B through H of Granting Clause VII of
the Original Indenture and all property released or otherwise
disposed of pursuant to the provisions of the Indenture.
If, upon the happening of any default as defined in
Article Twelve of the Original Indenture, the Trustee or a
receiver or trustee shall enter upon and take possession of
the trust estate, the Trustee or such receiver or trustee
may, to the extent permitted by law, at the same time
likewise take possession of any and all of the property of
the character specifically excepted under the heading
"Excepted Property" of Granting Clause VII of the Original
Indenture, other than Paragraph F thereof, then on hand and
use and administer the same to the same extent as if such
property were part of the trust estate, unless and until such
default shall be remedied or waived and possession of the
trust estate restored to the Company.
TO HAVE AND TO HOLD all of the property, real, personal
and mixed, and all and singular the lands, properties,
estates, rights, franchises, privileges and appurtenances
hereby granted, bargained, sold, aliened, remised, released,
conveyed, assigned, transferred, mortgaged, pledged, set over
or confirmed, or intended so to be, unto the Trustee and its
successors in trust and to its and their successors and
assigns, forever.
BUT IN TRUST, NEVERTHELESS, for the equal and
proportionate use, benefit, security and protection of those
who from time to time shall hold the Bonds and coupons, or
any of them, authenticated and delivered under the Original
Indenture, as heretofore and hereby supplemented and
modified, and duly issued by the Company, without any
discrimination, preference or priority of any one Bond or
coupon over any other by reason of priority in the time of
issue, sale or negotiation thereof or otherwise, except as
provided in Section 12.28 of the Original Indenture, so that,
subject to said Section 12.28, each and all of said Bonds and
coupons shall have the same right, lien and privilege under
the Original Indenture, as heretofore and hereby supplemented
and modified, and shall be equally and proportionately
secured thereby and hereby (except as any sinking,
replacement or other analogous fund established in accordance
with the provisions of the Indenture may afford additional
security for the Bonds of any specific series), with the same
effect as if all of the Bonds and coupons had been issued,
sold and negotiated simultaneously on the date of the
delivery of the Original Indenture.
THE COMPANY HEREBY DECLARES that it holds and will hold
and apply all property and rights of the character described
in Paragraph F of Granting Clause VII of the Original
Indenture as specifically reserved and excepted, upon the
trusts set forth in the Original Indenture, as heretofore and
hereby supplemented and modified, and as the Trustee (or any
purchaser upon any sale of the mortgaged property) shall for
such purpose direct from time to time, to the fullest extent
permitted by law or in equity and by any instruments creating
the same, as fully as if the same could be and had been
hereby granted, conveyed, mortgaged, pledged, transferred and
assigned to and vested in the Trustee.
It is hereby covenanted, declared and agreed by and
between the parties hereto that all Bonds and coupons, if
any, are to be authenticated, delivered and issued and that
all property subject to or to become subject to the Indenture
is to be held, subject to the further covenants, conditions,
uses and trusts set forth in the Indenture, and the Company
for itself and its successors or assigns does hereby covenant
and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall
hold Bonds, or coupons, or any of them as follows:
ARTICLE ONE
Bonds of the Second 1998 Series and Certain
Provisions Relating Thereto.
Section 1.01. A. Terms of Bonds of the Second 1998
Series. There shall be, and hereby is, created a new series
of Bonds, known as and entitled "First Mortgage and
Collateral Trust Bonds, 5 7/8% Second Series due 1998". The
principal amount of the Bonds of the Second 1998 Series shall
not be limited except as provided in Section 3.01 of the
Original Indenture and except as may be provided in any
indenture supplemental thereto.
The definitive Bonds of the Second 1998 Series shall be
issued only as registered Bonds without coupons in
denominations of $1,000 or any multiple thereof, numbered RZ1
upwards.
May 1, 1993 shall be the date of the commencement of the
first interest period for Bonds of the Second 1998 Series.
All Bonds of the Second 1998 Series shall mature May 1, 1998,
and shall bear interest at the rate of 5 7/8% per annum until
the payment of the principal thereof, such interest to be
payable semi-annually on May 1 and November 1 in each year
commencing November 1, 1993. The principal of and the
premium, if any, and interest on the Bonds of the Second 1998
Series shall be paid in any coin or currency of the United
States of America which at the time of payment is legal
tender for the payment of public and private debts.
Principal of and premium, if any, on Bonds of the Second 1998
Series shall be payable at the principal corporate trust
office in the City of Boston, Commonwealth of Massachusetts,
of the Trustee, except that, in case of the redemption as a
whole at any time of the Bonds of the Second 1998 Series then
outstanding, the Company may designate in the redemption
notice other offices or agencies at which, at the option of
the registered holders, Bonds of the Second 1998 Series may
be surrendered for redemption and payment. Except as herein
provided, interest on Bonds of the Second 1998 Series shall
be payable at the principal corporate trust office in the
City of Boston, Massachusetts, of the Trustee, or at the
option of the holder, at the office or agency of the Company
in the Borough of Manhattan, City and State of New York, in
each case to the holder of record on the record date as
hereinbelow defined. Interest on the Bonds of the Second
1998 Series shall, unless otherwise directed by the
respective registered holders thereof, be paid by checks
payable to the order of the respective holders entitled
thereto, and mailed by the Trustee by first class mail,
postage prepaid, to such holders at their respective
registered addresses as shown on the Bond register for the
Bonds of the Second 1998 Series.
The definitive Bonds of the Second 1998 Series may be
issued in the form of Bonds engraved, printed or lithographed
on steel engraved borders.
The person in whose name any Bond of the Second 1998
Series is registered at the close of business on any record
date (as hereinbelow defined) with respect to any interest
payment date shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such Bond of the Second 1998 Series upon any
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except that, if and to the extent that the Company shall
default in the payment of the interest due on such interest
payment date, then the registered holders of Bonds of the
Second 1998 Series on such record date shall have no further
right to or claim in respect of such defaulted interest as
such registered holders on such record date, and the persons
entitled to receive payment of any defaulted interest
thereafter payable or paid on any Bonds of the Second 1998
Series shall be the registered holders of such Bonds of the
Second 1998 Series on the record date for payment of such
defaulted interest. The term "record date" as used in this
Section 1.01, and in the form of the Bonds of the Second 1998
Series, with respect to any interest payment date applicable
to the Bonds of the Second 1998 Series, shall mean the April
15 next preceding a May 1 interest payment date or the
October 15 next preceding a November 1 interest payment date,
as the case may be, or such record date established for
defaulted interest as hereinafter provided.
In case of failure by the Company to pay any interest when
due, the claim for such interest shall be deemed to have been
transferred by transfer of any Bond of the Second 1998 Series
registered on the books of the Company, and the Company, by
not less than 10 days prior written notice to bondholders,
may fix a subsequent record date for determination of holders
entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in
no way affect the rights of bondholders or of the Trustee
consequent on any default.
Except as provided in this Section 1.01, every Bond of the
Second 1998 Series shall be dated as provided in Section 3.05
of the Original Indenture. However, so long as there is no
existing default in the payment of interest on the Bonds of
the Second 1998 Series, all Bonds of the Second 1998 Series
authenticated by the Trustee between the record date for any
interest payment date and such interest payment date shall be
dated such interest payment date and shall bear interest from
such interest payment date; provided, however, that if and to
the extent that the Company shall default in the interest due
on such interest payment date, then any such Bond of the
Second 1998 Series shall bear interest from the May 1 or
November 1, as the case may be, to which interest has been
paid, unless such interest payment date is November 1, 1993,
in which case from May 1, 1993.
Notwithstanding the provisions of Section 3.11 of the
Original Indenture, for any exchange of Bonds of the Second
1998 Series for other Bonds of the Second 1998 Series of
different authorized denominations or for any transfer of
Bonds of the Second 1998 Series the Company, at its option,
may require the payment of a sum only sufficient to reimburse
it for any stamp tax or other governmental charge incident
thereto.
The Trustee hereunder shall, by virtue of its office as
such Trustee, be a paying agent of the Company for the
purpose of the payment of the principal of and premium, if
any, and interest on the Bonds of the Second 1998 Series and
the registrar and transfer agent of the Company for the
purpose of registering and transferring Bonds of the Second
1998 Series. Neither the Company nor the Trustee shall be
required to make transfers or exchanges of Bonds of the
Second 1998 Series for a period of ten days next preceding
any date on which any Bonds of the Second 1998 Series are to
be designated to be redeemed and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any Bonds designated in whole for redemption or that part of
any Bond designated in part for redemption.
B. Form of Bonds of the Second 1998 Series. The Bonds of
the Second 1998 Series and the Trustee's authentication
certificate to be executed on the Bonds of said Series, shall
be in substantially the following form:
No. RZ $_______________
EASTERN EDISON COMPANY
FIRST MORTGAGE AND COLLATERAL TRUST BOND
5 7/8% SECOND SERIES DUE 1998
DUE May 1, 1998
Eastern Edison Company, a Massachusetts corporation
(hereinafter sometimes called the "Company"), for value
received, herebypromisestopay to or
registered assigns, on May 1, 1998 or earlier as hereinafter provided and
to pay to said payee, or registered assigns, interest hereon at the
rate specified in the title of this bond, from the date
hereof, as provided in the Twenty-Fourth Supplemental
Indenture mentioned on the reverse hereof, payable
semi-annually on the first days of May and November in each
year until payment of the principal hereof.
The interest so payable upon any May 1 or November 1 will,
subject to certain exceptions described on the reverse
hereof, be paid to the person in whose name this bond is
registered at the close of business on the April 15 preceding
such May 1 or the October 15 preceding such November 1, as
the case may be.
Principal of, premium, if any, and interest on this bond
will be paid in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts. Principal and premium
will be payable at the principal corporate trust office in
the City of Boston, Massachusetts of the Trustee under the
Indenture mentioned on the reverse hereof, except that in
case of the redemption as a whole at any time of the bonds of
this series then outstanding, the Company may designate in
the redemption notice other offices or agencies at which, at
the option of the registered holder, this bond may be
surrendered for redemption and payment. Interest on this
bond will be payable at the principal corporate trust office
in the City of Boston, Massachusetts, of the Trustee or, at
the option of the holder hereof, at the office or agency of
the Company in the Borough of Manhattan, City and State of
New York; provided, however, that interest on this bond
shall, unless otherwise directed by the registered holder
hereof, be paid by check payable to the order of the
registered holder entitled thereto and mailed by the Trustee
by first class mail, postage prepaid to such holder at his
address as shown on the bond register for the bonds of this
series.
This bond shall not become or be valid or obligatory for
any purpose until the authentication certificate hereon shall
have been signed by the Trustee.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, EASTERN EDISON COMPANY has caused
these presents, which are intended to take effect as a sealed
instrument, to be executed in its corporate name by the
manual or facsimile signature of its President or one of its
Vice Presidents under its corporate seal or a facsimile
thereof, attested by the manual or facsimile signature of its
Clerk or one of its Assistant Clerks, all as of the date set
forth below.
Dated:_____________________ EASTERN EDISON COMPANY
By ______________________
President
Attest
________________________
Clerk
[FORM OF REVERSE OF BOND OF THE SECOND 1998 SERIES]
This bond is one of the bonds, of the above designated
series, of an authorized issue of bonds of the Company, known
as First Mortgage and Collateral Trust Bonds, all issued or
issuable in one or more series under and equally and
proportionately secured (except insofar as any sinking fund,
replacement fund or other fund established in accordance with
the provisions of the Indenture hereinafter mentioned may
afford additional security for the bonds of any specific
series) by an Indenture of First Mortgage and Deed of Trust
dated as of September 1, 1948, executed and delivered by the
Company to State Street Trust Company (now State Street Bank
and Trust Company), Boston, Massachusetts, as Trustee (herein
with its successors under said Indenture sometimes called the
"Trustee"), as supplemented and modified by the First
Supplemental Indenture dated as of February1, 1953, by the
Eighth Supplemental Indenture dated as of July1, 1972, by
the Ninth Supplemental Indenture dated as of September1,
1973, by the Tenth Supplemental Indenture dated as of
October1, 1975 and by the Eleventh Supplemental Indenture
dated as of January1, 1979 and as supplemented by all other
indentures supplemental thereto, executed and delivered by
the Company to said Trustee, to which Indenture and all
indentures supplemental thereto to which the Trustee shall be
a party (herein sometimes called the "Indenture") reference
is hereby made for a description of the property mortgaged
and pledged as security for said bonds, the nature and extent
of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be
issued thereunder; but neither the foregoing reference to the
Indenture nor any provision of this bond or of the Indenture
or of any indenture supplemental thereto shall affect or
permit any impairment of the obligation of the Company, which
is absolute and unconditional, to pay at the stated or
accelerated times herein provided, the principal of and the
premium, if any, and the interest on this bond as herein
provided.
The bonds of this series are subject to redemption prior
to maturity as a whole at any time or in part from time to
time, (a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth in the tabulation
below under the heading "Regular Redemption Price" (provided,
however, that such right of redemption shall be limited as
provided in the Twenty-Fourth Supplemental Indenture); and
(b)for the replacement fund provided for in the Indenture
and by the application of proceeds of certain property
subject to the lien thereof, upon payment of the applicable
percentage of the called principal amount thereof set forth
in said tabulation under the heading "Special Redemption
Price":
If Redemption
Date is during
Twelve Months' Regular Special
Period Beginning Redemption Redemption
May 1 Price Price
1993 105.469% 100%
1994 104.102% 100%
1995 102.734% 100%
1996 101.367% 100%
1997 100.000% 100%
together in any case with interest accrued thereon to the
redemption date, upon prior notice given by first class mail,
postage prepaid, as provided in the Twenty-Fourth
Supplemental Indenture to the holders of record of each bond
affected not less than thirty days nor more than ninety days
prior to the redemption date and subject to all other
conditions and provisions of the Indenture.
If this bond or any portion thereof ($1,000 or any
multiple thereof) is duly designated for redemption, if
payment of the principal hereof or of such portion with
accrued interest and premium, if any, is provided for, and if
notice of such redemption is duly given or provided for, all
as specified in the Indenture, this bond or such portion
shall cease to be entitled to the lien of the Indenture from
and after the date such payment and notice are irrevocably so
provided for and shall cease to bear interest from and after
the date fixed for redemption.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made only (a) upon presentation of this bond
for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon
surrender of this bond in exchange for a bond or bonds (of
authorized denominations of the same series) for the
unredeemed balance of the principal amount of this bond. In
the event of the redemption of this bond in whole, payment of
the redemption price will be made only upon surrender of this
bond.
The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding (determined as
provided in the Indenture) including, if more than one series
of bonds shall be at the time outstanding, not less than
sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the
holders of the bonds and coupons; provided, however, that no
such modification or alteration shall be made without the
consent of the registered owner hereof which will (a) extend
the maturity of this bond or reduce the rate or extend or
otherwise change the time of payment of interest hereon or
reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of the Indenture, or alter the equal
and proportionate security afforded by the lien of the
Indenture for the bonds issued thereunder, or (c) reduce the
number or percentage of the principal amount of the bonds
upon the consent of the holders of which modifications or
alterations may be made as aforesaid.
This bond is transferable by the registered owner hereof
in person or by his duly authorized attorney, on books of the
Company kept for the purpose, at the principal corporate
trust office of the Trustee upon surrender of this bond for
cancellation and upon payment, if the Company shall so
require, of the charges provided for in the Twenty-Fourth
Supplemental Indenture, sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and thereupon a new registered bond or bonds of the
same series of like aggregate principal amount will be issued
to the transferee in exchange therefor.
The registered owner of this bond at his option may
surrender the same for cancellation at said office and
receive in exchange therefor the same aggregate principal
amount of registered bonds of the same series but of other
authorized denominations, upon payment, if the Company shall
so require, of the charges provided for in the Twenty-Fourth
Supplemental Indenture sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and subject to the terms and conditions therein set
forth.
Neither the Company nor the Trustee shall be required to
make transfers or exchanges of bonds of this series for a
period of ten days next preceding any designation of bonds of
said series to be redeemed, and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any bonds designated in whole for redemption or that part of
any bond designated in part for redemption. Subject to the
provisions of the Twenty-Fourth Supplemental Indenture, if
this bond is surrendered for any transfer or exchange between
the record date for any interest payment date and such
interest payment date, the new bond will be dated such
interest payment date.
The Twenty-Fourth Supplemental Indenture provides that in
the event of any default in payment of the interest due on
any interest payment date, such interest shall not be payable
to the holder of this bond on the original record date but
shall be paid to the registered holder of such bond on the
subsequent record date established for payment of such
defaulted interest.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and
payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of
particular series, may in the cases, to the extent and under
the conditions provided in the Indenture, waive past defaults
thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal
of or the premium, if any, or the interest on this bond, or
for any claim based hereon or otherwise in respect hereof or
of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the
Company or of any predecessor or successor corporation,
either directly or through the Company or such predecessor or
successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers, as such, being waived
and released by the holder and owner hereof by the acceptance
of this bond and as provided in the Indenture.
The Company and the Trustee and any paying agent and any
bond registrar may deem and treat the person in whose name
this bond shall be registered upon the books of the Company
as the absolute owner of such bond for the purpose of
receiving payment of or on account of the principal of and
interest on this bond and for all other purposes, whether or
not this bond be overdue; and all such payments so made to
such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon this
bond to the extent of the sum or sums so paid and neither the
Company nor the Trustee nor any paying agent nor any bond
registrar shall be affected by any notice to the contrary.
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
This is one of the bonds, of the series designated
therein, described in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE,
By__________________________________
Authorized Officer
SECTION 1.02. Redemption Provisions for Bonds of the
Second 1998 Series. The Bonds of the Second 1998 Series
shall be subject to redemption prior to maturity as a whole
at any time or in part from time to time,
(a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth under the heading
"Regular Redemption Price" in the tabulation in the form of
the Bonds of the Second 1998 Series set forth in Section 1.01
hereof; provided, however, that no such redemption shall be
made (except in connection with any consolidation or merger
with any corporation other than an affiliate of the Company
in which the Company shall not be the surviving corporation,
or transfer or sale of all or substantially all of the
property of the Company to any corporation other than an
affiliate of the Company), directly or indirectly as a part
of, or in anticipation of, any refunding operation involving
the incurring of indebtedness which has an effective interest
cost to the Company (calculated after adjustment, in
accordance with generally accepted financial practice, for
any premium received or discount granted in connection with
the indebtedness being incurred in such refunding operation)
of less than the effective interest cost to the Company of
the Bonds of the Second 1998 Series; and
(b) upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth under the heading "Special Redemption Price" in the
tabulation in the form of the Bonds of the Second 1998 Series
set forth in Section 1.01 hereof, either,
(i) through the application of cash deposited with
the Trustee for the replacement fund provided for in
Section 4.04 of the Original Indenture and in Section 1.03
hereof, or
(ii) through the application pursuant to Section 8.05
of the Original Indenture of any trust moneys held by the
Trustee received from the proceeds of property sold or
taken pursuant to the provisions of Section 7.04 of the
Original Indenture,
together in any case with interest accrued thereon to the
date fixed for redemption, upon not less than thirty days'
nor more than ninety days' notice given by first class mail,
postage prepaid, to the holder of record at the date of such
notice of each Bond of the Second 1998 Series affected, at
his address as shown on the books of the Company. Such
notice shall be sufficiently given if deposited in the United
States mail postage prepaid within such period. Neither the
failure to mail such notice, nor any defect in any notice so
mailed to any such holder, shall affect the sufficiency of
such notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all
other conditions and provisions of the Indenture not
inconsistent herewith.
SECTION 1.03. Replacement Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the
Company hereby covenants that, so long as any of the Bonds of
the Second 1998 Series shall remain outstanding, (a) the
covenants made by the Company in Section 4.04 of the Original
Indenture shall continue in full force and effect and (b)
Bonds delivered, redeemed or purchased pursuant to said
Section 4.04 and any amount of available Bond credits and all
available Montaup Securities used as a credit in Item 8 of
any replacement fund certificate shall be deemed to be
funded, unless and until the same shall have been reinstated
as provided in said Section 4.04 or in Section 2.07 of the
Original Indenture.
SECTION 1.04. Restriction on Payment of Dividends on
Common Stock. The Company covenants that, so long as any
Bonds of the Second 1998 Series remain outstanding, it will
not (a) declare or pay any dividend or make any distribution
on any shares of Common Stock (other than dividends payable
in Common Stock of the Company) or (b) directly or indirectly
through a subsidiary make any expenditures for the purchase,
redemption or other retirement for a consideration of any
shares of Common Stock of the Company (other than in exchange
for, or from the proceeds of, other and new shares of Common
Stock of the Company), if the aggregate amount of all such
dividends, distributions and expenditures made after January
31, 1953 would exceed the aggregate amount of the Company's
net income available for dividends on its Common Stock,
accumulated after January 31, 1953.
Net income of the Company available for dividends on its
Common Stock for the purpose of this Section 1.04 shall be
defined as in the second paragraph of Section 1.05 of the
First Supplemental Indenture as modified by Section 7.02 of
the Eleventh Supplemental Indenture.
Nothing in this Section 1.04 shall affect the restrictions
imposed by similar provisions in any previous Supplemental
Indenture for the benefit of Bonds of any series.
SECTION 1.05. Minimum Provision for Depreciation.
Notwithstanding the provisions of Section 1.35 of the
Original Indenture, the Company hereby covenants that the
term "minimum provision for depreciation" shall have the
meaning specified in such Section so long as any of the Bonds
of the Second 1998 Series shall remain outstanding.
SECTION 1.06. Continuation of Effectiveness of Term
"funded". Property additions, net additions, Bonds and
Montaup Securities which have or shall become funded to the
extent provided in Paragraphs (1), (2), (3) and (4) of
Section 1.36 of the Original Indenture as modified by Section
7.01 of the Eleventh Supplemental Indenture shall continue to
be funded except to the extent that any provision of the
Original Indenture or of any supplemental indenture expressly
provides that property additions, net additions, Bonds or
Montaup Securities shall be funded only so long as Bonds of
particular series shall remain outstanding.
SECTION 1.07. Duration of Effectiveness of Article One.
This Article shall be in force and effect only so long as any
of the Bonds of the Second 1998 Series are outstanding.
ARTICLE TWO
Bonds of the Second 2003 Series and Certain
Provisions Relating Thereto.
Section 2.01. A. Terms of Bonds of the Second 2003
Series. There shall be, and hereby is, created a new series
of Bonds, known as and entitled "First Mortgage and
Collateral Trust Bonds, 6 7/8% Second Series due 2003. The
principal amount of the Bonds of the Second 2003 Series shall
not be limited except as provided in Section 3.01 of the
Original Indenture and except as may be provided in any
indenture supplemental thereto.
The definitive Bonds of the Second 2003 Series shall be
issued only as registered Bonds without coupons in
denominations of $1,000 or any multiple thereof, numbered
RAA1 upwards.
May 1, 1993 shall be the date of the commencement of the
first interest period for Bonds of the Second 2003 Series.
All Bonds of the Second 2003 Series shall mature May 1, 2003,
and shall bear interest at the rate of 6 7/8% per annum until
the payment of the principal thereof, such interest to be
payable semi-annually on May 1 and November 1 in each year
commencing November 1, 1993. The principal of and the
premium, if any, and interest on the Bonds of the Second 2003
Series shall be paid in any coin or currency of the United
States of America which at the time of payment is legal
tender for the payment of public and private debts.
Principal of and premium, if any, on Bonds of the Second 2003
Series shall be payable at the principal corporate trust
office in the City of Boston, Commonwealth of Massachusetts,
of the Trustee, except that, in case of the redemption as a
whole at any time of the Bonds of the Second 2003 Series then
outstanding, the Company may designate in the redemption
notice other offices or agencies at which, at the option of
the registered holders, Bonds of the Second 2003 Series may
be surrendered for redemption and payment. Except as herein
provided, interest on Bonds of the Second 2003 Series shall
be payable at the principal corporate trust office in the
City of Boston, Massachusetts, of the Trustee, or at the
option of the holder, at the office or agency of the Company
in the Borough of Manhattan, City and State of New York, in
each case to the holder of record on the record date as
hereinbelow defined. Interest on the Bonds of the Second
2003 Series shall, unless otherwise directed by the
respective registered holders thereof, be paid by checks
payable to the order of the respective holders entitled
thereto, and mailed by the Trustee by first class mail,
postage prepaid, to such holders at their respective
registered addresses as shown on the Bond register for the
Bonds of the Second 2003 Series.
The definitive Bonds of the Second 2003 Series may be
issued in the form of Bonds engraved, printed or lithographed
on steel engraved borders.
The person in whose name any Bond of the Second 2003
Series is registered at the close of business on any record
date (as herein below defined) with respect to any interest
payment date shall be entitled to receive the interest
payable on such interest payment date notwithstanding the
cancellation of such Bond of the Second 2003 Series upon any
transfer or exchange thereof (including any exchange effected
as an incident to a partial redemption thereof) subsequent to
the record date and prior to such interest payment date,
except that, if and to the extent that the Company shall
default in the payment of the interest due on such interest
payment date, then the registered holders of Bonds of the
Second 2003 Series on such record date shall have no further
right to or claim in respect of such defaulted interest as
such registered holders on such record date, and the persons
entitled to receive payment of any defaulted interest
thereafter payable or paid on any Bonds of the Second 2003
Series shall be the registered holders of such Bonds of the
Second 2003 Series on the record date for payment of such
defaulted interest. The term "record date" as used in this
Section 2.01, and in the form of the Bonds of the Second 2003
Series, with respect to any interest payment date applicable
to the Bonds of the Second 2003 Series, shall mean the April
15 next preceding a May 1 interest payment date or the
October 15 next preceding a November 1 interest payment date,
as the case may be, or such record date established for
defaulted interest as hereinafter provided.
In case of failure by the Company to pay any interest when
due, the claim for such interest shall be deemed to have been
transferred by transfer of any Bond of the Second 2003 Series
registered on the books of the Company, and the Company, by
not less than 10 days prior written notice to bondholders,
may fix a subsequent record date for determination of holders
entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in
no way affect the rights of bondholders or of the Trustee
consequent on any default.
Except as provided in this Section 2.01, every Bond of the
Second 2003 Series shall be dated as provided in Section 3.05
of the Original Indenture. However, so long as there is no
existing default in the payment of interest on the Bonds of
the Second 2003 Series, all Bonds of the Second 2003 Series
authenticated by the Trustee between the record date for any
interest payment date and such interest payment date shall be
dated such interest payment date and shall bear interest from
such interest payment date; provided, however, that if and to
the extent that the Company shall default in the interest due
on such interest payment date, then any such Bond of the
Second 2003 Series shall bear interest from the May 1 or
November 1, as the case may be, to which interest has been
paid, unless such interest payment date is November 1, 1993,
in which case from May 1, 1993.
Notwithstanding the provisions of Section 3.11 of the
Original Indenture, for any exchange of Bonds of the Second
2003 Series for other Bonds of the Second 2003 Series of
different authorized denominations or for any transfer of
Bonds of the Second 2003 Series the Company, at its option,
may require the payment of a sum only sufficient to reimburse
it for any stamp tax or other governmental charge incident
thereto.
The Trustee hereunder shall, by virtue of its office as
such Trustee, be a paying agent of the Company for the
purpose of the payment of the principal of and premium, if
any, and interest on the Bonds of the Second 2003 Series and
the registrar and transfer agent of the Company for the
purpose of registering and transferring Bonds of the 2003
Series. Neither the Company nor the Trustee shall be
required to make transfers or exchanges of Bonds of the
Second 2003 Series for a period of ten days next preceding
any date on which any Bonds of the Second 2003 Series are to
be designated to be redeemed and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any Bonds designated in whole for redemption or that part of
any Bond designated in part for redemption.
B. Form of Bonds of the Second 2003 Series. The Bonds of
the Second 2003 Series and the Trustee's authentication
certificate to be executed on the Bonds of said Series, shall
be in substantially the following form:
No. RAA $________________
EASTERN EDISON COMPANY
FIRST MORTGAGE AND COLLATERAL TRUST BOND
6 7/8% SECOND SERIES DUE 2003
DUE May 1, 2003
Eastern Edison Company, a Massachusetts corporation
(hereinafter sometimes called the "Company"), for value
received, herebypromises to pay to or registered, assigns dollars on
May 1, 2003 or earlier as hereinafter provided and to pay to
said payee, or registered assigns, interest hereon at the
rate specified in the title of this bond, from the date
hereof, as provided in the Twenty-Fourth Supplemental
Indenture mentioned on the reverse hereof, payable
semi-annually on the first days of May and November in each
year until payment of the principal hereof.
The interest so payable upon any May 1 or November 1 will,
subject to certain exceptions described on the reverse
hereof, be paid to the person in whose name this bond is
registered at the close of business on the April 15 preceding
such May 1 or the October 15 preceding such November 1, as
the case may be.
Principal of, premium, if any, and interest on this bond
will be paid in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts. Principal and premium
will be payable at the principal corporate trust office in
the City of Boston, Massachusetts of the Trustee under the
Indenture mentioned on the reverse hereof, except that in
case of the redemption as a whole at any time of the bonds of
this series then outstanding, the Company may designate in
the redemption notice other offices or agencies at which, at
the option of the registered holder, this bond may be
surrendered for redemption and payment. Interest on this
bond will be payable at the principal corporate trust office
in the City of Boston, Massachusetts, of the Trustee or, at
the option of the holder hereof, at the office or agency of
the Company in the Borough of Manhattan, City and State of
New York; provided, however, that interest on this bond
shall, unless otherwise directed by the registered holder
hereof, be paid by check payable to the order of the
registered holder entitled thereto and mailed by the Trustee
by first class mail, postage prepaid to such holder at his
address as shown on the bond register for the bonds of this
series.
This bond shall not become or be valid or obligatory for
any purpose until the authentication certificate hereon shall
have been signed by the Trustee.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, EASTERN EDISON COMPANY has caused
these presents, which are intended to take effect as a sealed
instrument, to be executed in its corporate name by the
manual or facsimile signature of its President or one of its
Vice Presidents under its corporate seal or a facsimile
thereof, attested by the manual or facsimile signature of its
Clerk or one of its Assistant Clerks, all as of the date set
forth below.
Dated:_____________________ EASTERN EDISON COMPANY
By_________________________
President
Attest
__________________________
Clerk
*n*
[FORM OF REVERSE OF BOND OF THE SECOND 2003 SERIES]
This bond is one of the
bonds, of the above designated series, of an authorized issue
of bonds of the Company, known as First Mortgage and
Collateral Trust Bonds, all issued or issuable in one or more
series under and equally and proportionately secured (except
insofar as any sinking fund, replacement fund or other fund
established in accordance with the provisions of the
Indenture hereinafter mentioned may afford additional
security for the bonds of any specific series) by an
Indenture of First Mortgage and Deed of Trust dated as of
September 1, 1948, executed and delivered by the Company to
State Street Trust Company (now State Street Bank and Trust
Company), Boston, Massachusetts, as Trustee (herein with its
successors under said Indenture sometimes called the
"Trustee"), as supplemented and modified by the First
Supplemental Indenture dated as of February1, 1953, by the
Eighth Supplemental Indenture dated as of July1, 1972, by
the Ninth Supplemental Indenture dated as of September1,
1973, by the Tenth Supplemental Indenture dated as of
October1, 1975 and by the Eleventh Supplemental Indenture
dated as of January1, 1979 and as supplemented by all other
indentures supplemental thereto, executed and delivered by
the Company to said Trustee, to which Indenture and all
indentures supplemental thereto to which the Trustee shall be
a party (herein sometimes called the "Indenture") reference
is hereby made for a description of the property mortgaged
and pledged as security for said bonds, the nature and extent
of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be
issued thereunder; but neither the foregoing reference to the
Indenture nor any provision of this bond or of the Indenture
or of any indenture supplemental thereto shall affect or
permit any impairment of the obligation of the Company, which
is absolute and unconditional, to pay at the stated or
accelerated times herein provided, the principal of and the
premium, if any, and the interest on this bond as herein
provided.
The bonds of this series are
subject to redemption prior to maturity as a whole at any
time or in part from time to time, (a) at the option of the
Company, upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth in the tabulation below under the heading "Regular
Redemption Price" (provided, however, that such right of
redemption shall be limited as provided in the Twenty-Fourth
Supplemental Indenture); and (b)for the replacement fund
provided for in the Indenture and by the application of
proceeds of certain property subject to the lien thereof,
upon payment of the applicable percentage of the called
principal amount thereof set forth in said tabulation under
the heading "Special Redemption Price":
If Redemption
Date is during
Twelve Months' Regular Special
Period Beginning Redemption Redemption
May 1, Price Price
1993 106.375% 100%
1994 105.464 100%
1995 104.554% 100%
1996 103.643% 100%
1997 102.732% 100%
1998 101.822% 100%
1999 100.911% 100%
2000 100.000% 100%
2001 100.000% 100%
2002 100.000% 100%
together in any case with interest accrued thereon to the
redemption date, upon prior notice given by first class mail,
postage prepaid, as provided in the Twenty-Fourth
Supplemental Indenture to the holders of record of each bond
affected not less than thirty days nor more than ninety days
prior to the redemption date and subject to all other
conditions and provisions of the Indenture.
If this bond or any portion thereof ($1,000 or any
multiple thereof) is duly designated for redemption, if
payment of the principal hereof or of such portion with
accrued interest and premium, if any, is provided for, and if
notice of such redemption is duly given or provided for, all
as specified in the Indenture, this bond or such portion
shall cease to be entitled to the lien of the Indenture from
and after the date such payment and notice are irrevocably so
provided for and shall cease to bear interest from and after
the date fixed for redemption.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made only (a) upon presentation of this bond
for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon
surrender of this bond in exchange for a bond or bonds (of
authorized denominations of the same series) for the
unredeemed balance of the principal amount of this bond. In
the event of the redemption of this bond in whole, payment of
the redemption price will be made only upon surrender of this
bond.
The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding (determined as
provided in the Indenture) including, if more than one series
of bonds shall be at the time outstanding, not less than
sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the
holders of the bonds and coupons; provided, however, that no
such modification or alteration shall be made without the
consent of the registered owner hereof which will (a) extend
the maturity of this bond or reduce the rate or extend or
otherwise change the time of payment of interest hereon or
reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of the Indenture, or alter the equal
and proportionate security afforded by the lien of the
Indenture for the bonds issued thereunder, or (c) reduce the
number or percentage of the principal amount of the bonds
upon the consent of the holders of which modifications or
alterations may be made as aforesaid.
This bond is transferable by the registered owner hereof
in person or by his duly authorized attorney, on books of the
Company kept for the purpose, at the principal corporate
trust office of the Trustee upon surrender of this bond for
cancellation and upon payment, if the Company shall so
require, of the charges provided for in the Twenty-Fourth
Supplemental Indenture, sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and thereupon a new registered bond or bonds of the
same series of like aggregate principal amount will be issued
to the transferee in exchange therefor.
The registered owner of this bond at his option may
surrender the same for cancellation at said office and
receive in exchange therefor the same aggregate principal
amount of registered bonds of the same series but of other
authorized denominations, upon payment, if the Company shall
so require, of the charges provided for in the Twenty-Fourth
Supplemental Indenture sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and subject to the terms and conditions therein set
forth.
Neither the Company nor the Trustee shall be required to
make transfers or exchanges of bonds of this series for a
period of ten days next preceding any designation of bonds of
said series to be redeemed, and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any bonds designated in whole for redemption or that part of
any bond designated in part for redemption. Subject to the
provisions of the Twenty-Fourth Supplemental Indenture, if
this bond is surrendered for any transfer or exchange between
the record date for any interest payment date and such
interest payment date, the new bond will be dated such
interest payment date.
The Twenty-Fourth Supplemental Indenture provides that in
the event of any default in payment of the interest due on
any interest payment date, such interest shall not be payable
to the holder of this bond on the original record date but
shall be paid to the registered holder of such bond on the
subsequent record date established for payment of such
defaulted interest.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and
payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of
particular series, may in the cases, to the extent and under
the conditions provided in the Indenture, waive past defaults
thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal
of or the premium, if any, or the interest on this bond, or
for any claim based hereon or otherwise in respect hereof or
of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the
Company or of any predecessor or successor corporation,
either directly or through the Company or such predecessor or
successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers, as such, being waived
and released by the holder and owner hereof by the acceptance
of this bond and as provided in the Indenture.
The Company and the Trustee and any paying agent and any
bond registrar may deem and treat the person in whose name
this bond shall be registered upon the books of the Company
as the absolute owner of such bond for the purpose of
receiving payment of or on account of the principal of and
interest on this bond and for all other purposes, whether or
not this bond be overdue; and all such payments so made to
such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon this
bond to the extent of the sum or sums so paid and neither the
Company nor the Trustee nor any paying agent nor any bond
registrar shall be affected by any notice to the contrary.
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
This is one of the bonds, of the series designated
therein, described in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE,
By__________________________________
Authorized Officer
SECTION 2.02. Redemption Provisions for Bonds of the
Second 2003 Series. The Bonds of the Second 2003 Series
shall be subject to redemption prior to maturity as a whole
at any time or in part from time to time,
(a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth under the heading
"Regular Redemption Price" in the tabulation in the form of
the Bonds of the Second 2003 Series set forth in Section 2.01
hereof; provided, however, that no such redemption shall be
made (except in connection with any consolidation or merger
with any corporation other than an affiliate of the Company
in which the Company shall not be the surviving corporation,
or transfer or sale of all or substantially all of the
property of the Company to any corporation other than an
affiliate of the Company), directly or indirectly as a part
of, or in anticipation of, any refunding operation involving
the incurring of indebtedness which has an effective interest
cost to the Company (calculated after adjustment, in
accordance with generally accepted financial practice, for
any premium received or discount granted in connection with
the indebtedness being incurred in such refunding operation)
of less than the effective interest cost to the Company of
the Bonds of the Second 2003 Series; and
(b) upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth under the heading "Special Redemption Price" in the
tabulation in the form of the Bonds of the Second 2003 Series
set forth in Section 2.01 hereof, either,
(i) through the application of cash deposited with
the Trustee for the replacement fund provided for in
Section 4.04 of the Original Indenture and in Section 2.03
hereof, or
(ii) through the application pursuant to Section 8.05
of the Original Indenture of any trust moneys held by the
Trustee received from the proceeds of property sold or
taken pursuant to the provisions of Section 7.04 of the
Original Indenture,
together in any case with interest accrued thereon to the
date fixed for redemption, upon not less than thirty days'
nor more than ninety days' notice given by first class mail,
postage prepaid, to the holder of record at the date of such
notice of each Bond of the Second 2003 Series affected, at
his address as shown on the books of the Company. Such
notice shall be sufficiently given if deposited in the United
States mail postage prepaid within such period. Neither the
failure to mail such notice, nor any defect in any notice so
mailed to any such holder, shall affect the sufficiency of
such notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all
other conditions and provisions of the Indenture not
inconsistent herewith.
SECTION 2.03. Replacement Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the
Company hereby covenants that, so long as any of the Bonds of
the Second 2003 Series shall remain outstanding, (a) the
covenants made by the Company in Section 4.04 of the Original
Indenture shall continue in full force and effect and (b)
Bonds delivered, redeemed or purchased pursuant to said
Section 4.04 and any amount of available Bond credits and all
available Montaup Securities used as a credit in Item 8 of
any replacement fund certificate shall be deemed to be
funded, unless and until the same shall have been reinstated
as provided in said Section 4.04 or in Section 2.07 of the
Original Indenture.
SECTION 2.04. Restriction on Payment of Dividends on
Common Stock. The Company covenants that, so long as any
Bonds of the Second 2003 Series remain outstanding, it will
not (a) declare or pay any dividend or make any distribution
on any shares of Common Stock (other than dividends payable
in Common Stock of the Company) or (b) directly or indirectly
through a subsidiary make any expenditures for the purchase,
redemption or other retirement for a consideration of any
shares of Common Stock of the Company (other than in exchange
for, or from the proceeds of, other and new shares of Common
Stock of the Company), if the aggregate amount of all such
dividends, distributions and expenditures made after January
31, 1953 would exceed the aggregate amount of the Company's
net income available for dividends on its Common Stock,
accumulated after January 31, 1953.
Net income of the Company available for dividends on its
Common Stock for the purpose of this Section 2.04 shall be
defined as in the second paragraph of Section 1.05 of the
First Supplemental Indenture as modified by Section 7.02 of
the Eleventh Supplemental Indenture.
Nothing in this Section 2.04 shall affect the restrictions
imposed by similar provisions in any previous Supplemental
Indenture for the benefit of Bonds of any series.
SECTION 2.05. Minimum Provision for Depreciation.
Notwithstanding the provisions of Section 1.35 of the
Original Indenture, the Company hereby covenants that the
term "minimum provision for depreciation" shall have the
meaning specified in such Section so long as any of the Bonds
of the Second 2003 Series shall remain outstanding.
SECTION 2.06. Continuation of Effectiveness of Term
"funded". Property additions, net additions, Bonds and
Montaup Securities which have or shall become funded to the
extent provided in Paragraphs (1), (2), (3) and (4) of
Section 1.36 of the Original Indenture as modified by Section
7.01 of the Eleventh Supplemental Indenture shall continue to
be funded except to the extent that any provision of the
Original Indenture or of any supplemental indenture expressly
provides that property additions, net additions, Bonds or
Montaup Securities shall be funded only so long as Bonds of
particular series shall remain outstanding.
SECTION 2.07. Duration of Effectiveness of Article Two.
This Article shall be in force and effect only so long as any
of the Bonds of the Second 2003 Series are outstanding.
ARTICLE THREE
Bonds of the 2023 Series and Certain
Provisions Relating Thereto.
Section 3.01. A. Terms of Bonds of the 2023 Series.
There shall be, and hereby is, created a new series of Bonds,
known as and entitled "First Mortgage and Collateral Trust
Bonds, 8% Series due 2023". The principal amount of the Bonds
of the 2023 Series shall not be limited except as provided in
Section 3.01 of the Original Indenture and except as may be
provided in any indenture supplemental thereto.
The definitive Bonds of the 2023 Series shall be issued
only as registered Bonds without coupons in denominations of
$1,000 or any multiple thereof, numbered RAB1 upwards.
May 1, 1993 shall be the date of the commencement of the
first interest period for Bonds of the 2023 Series. All
Bonds of the 2023 Series shall mature May 1, 2023, and shall
bear interest at the rate of 8% per annum until the payment
of the principal thereof, such interest to be payable
semi-annually on May 1 and November 1 in each year commencing
November 1, 1993. The principal of and the premium, if any,
and interest on the Bonds of the 2023 Series shall be paid in
any coin or currency of the United States of America which at
the time of payment is legal tender for the payment of public
and private debts. Principal of and premium, if any, on
Bonds of the 2023 Series shall be payable at the principal
corporate trust office in the City of Boston, Commonwealth of
Massachusetts, of the Trustee, except that, in case of the
redemption as a whole at any time of the Bonds of the 2023
Series then outstanding, the Company may designate in the
redemption notice other offices or agencies at which, at the
option of the registered holders, Bonds of the 2023 Series
may be surrendered for redemption and payment. Except as
herein provided, interest on Bonds of the 2023 Series shall
be payable at the principal corporate trust office in the
City of Boston, Massachusetts, of the Trustee, or at the
option of the holder, at the office or agency of the Company
in the Borough of Manhattan, City and State of New York, in
each case to the holder of record on the record date as
hereinbelow defined. Interest on the Bonds of the 2023
Series shall, unless otherwise directed by the respective
registered holders thereof, be paid by checks payable to the
order of the respective holders entitled thereto, and mailed
by the Trustee by first class mail, postage prepaid, to such
holders at their respective registered addresses as shown on
the Bond register for the Bonds of the 2023 Series.
The definitive Bonds of the 2023 Series may be issued in
the form of Bonds engraved, printed or lithographed on steel
engraved borders.
The person in whose name any Bond of the 2023 Series is
registered at the close of business on any record date (as
hereinbelow defined) with respect to any interest payment
date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation
of such Bond of the 2023 Series upon any transfer or exchange
thereof (including any exchange effected as an incident to a
partial redemption thereof) subsequent to the record date and
prior to such interest payment date, except that, if and to
the extent that the Company shall default in the payment of
the interest due on such interest payment date, then the
registered holders of Bonds of the 2023 Series on such record
date shall have no further right to or claim in respect of
such defaulted interest as such registered holders on such
record date, and the persons entitled to receive payment of
any defaulted interest thereafter payable or paid on any
Bonds of the 2023 Series shall be the registered holders of
such Bonds of the 2023 Series on the record date for payment
of such defaulted interest. The term "record date" as used
in this Section 3.01, and in the form of the Bonds of the
2023 Series, with respect to any interest payment date
applicable to the Bonds of the 2023 Series, shall mean the
April 15 next preceding a May 1 interest payment date or the
October 15 next preceding a November 1 interest payment date,
as the case may be, or such record date established for
defaulted interest as hereinafter provided.
In case of failure by the Company to pay any interest when
due, the claim for such interest shall be deemed to have been
transferred by transfer of any Bond of the 2023 Series
registered on the books of the Company, and the Company, by
not less than 10 days prior written notice to bondholders,
may fix a subsequent record date for determination of holders
entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in
no way affect the rights of bondholders or of the Trustee
consequent on any default.
Except as provided in this Section 3.01, every Bond of the
2023 Series shall be dated as provided in Section 3.05 of the
Original Indenture. However, so long as there is no existing
default in the payment of interest on the Bonds of the 2023
Series, all Bonds of the 2023 Series authenticated by the
Trustee between the record date for any interest payment date
and such interest payment date shall be dated such interest
payment date and shall bear interest from such interest
payment date; provided, however, that if and to the extent
that the Company shall default in the interest due on such
interest payment date, then any such Bond of the 2023 Series
shall bear interest from the May 1 or November 1, as the case
may be, to which interest has been paid, unless such interest
payment date is November 1, 1993, in which case from May 1,
1993.
Notwithstanding the provisions of Section 3.11 of the
Original Indenture, for any exchange of Bonds of the 2023
Series for other Bonds of the 2023 Series of different
authorized denominations or for any transfer of Bonds of the
2023 Series the Company, at its option, may require the
payment of a sum only sufficient to reimburse it for any
stamp tax or other governmental charge incident thereto.
The Trustee hereunder shall, by virtue of its office as
such Trustee, be a paying agent of the Company for the
purpose of the payment of the principal of and premium, if
any, and interest on the Bonds of the 2023 Series and the
registrar and transfer agent of the Company for the purpose
of registering and transferring Bonds of the 2023 Series.
Neither the Company nor the Trustee shall be required to make
transfers or exchanges of Bonds of the 2023 Series for a
period of ten days next preceding any date on which any Bonds
of the 2023 Series are to be designated to be redeemed and
neither the Company nor the Trustee shall be required to make
transfers or exchanges of any Bonds designated in whole for
redemption or that part of any Bond designated in part for
redemption.
B. Form of Bonds of the 2023 Series. The Bonds of the
2023 Series and the Trustee's authentication certificate to
be executed on the Bonds of said Series, shall be in
substantially the following form:
No. RAB $________________
EASTERN EDISON COMPANY
FIRST MORTGAGE AND COLLATERAL TRUST BOND
8% SERIES DUE 2023
DUE May 1, 2023
Eastern Edison Company, a Massachusetts corporation
(hereinafter sometimes called the "Company"), for value
received, hereby promises to pay to or
registered assigns, dollars on May 1, 2023 or earlier as
hereinafter provided and to pay to said payee, or registered
assigns, interest hereon at the rate specified in the title
of this bond, from the date
hereof, as provided in the Twenty-Fourth Supplemental
Indenture mentioned on the reverse hereof, payable
semi-annually on the first days of May and November in each
year until payment of the principal hereof.
The interest so payable upon any May 1 or November 1 will,
subject to certain exceptions described on the reverse
hereof, be paid to the person in whose name this bond is
registered at the close of business on the April 15 preceding
such May 1 or the October 15 preceding such November 1, as
the case may be.
Principal of, premium, if any, and interest on this bond
will be paid in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts. Principal and premium
will be payable at the principal corporate trust office in
the City of Boston, Massachusetts of the Trustee under the
Indenture mentioned on the reverse hereof, except that in
case of the redemption as a whole at any time of the bonds of
this series then outstanding, the Company may designate in
the redemption notice other offices or agencies at which, at
the option of the registered holder, this bond may be
surrendered for redemption and payment. Interest on this
bond will be payable at the principal corporate trust office
in the City of Boston, Massachusetts, of the Trustee or, at
the option of the holder hereof, at the office or agency of
the Company in the Borough of Manhattan, City and State of
New York; provided, however, that interest on this bond
shall, unless otherwise directed by the registered holder
hereof, be paid by check payable to the order of the
registered holder entitled thereto and mailed by the Trustee
by first class mail, postage prepaid to such holder at his
address as shown on the bond register for the bonds of this
series.
This bond shall not become or be valid or obligatory for
any purpose until the authentication certificate hereon shall
have been signed by the Trustee.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, EASTERN EDISON COMPANY has caused
these presents, which are intended to take effect as a sealed
instrument, to be executed in its corporate name by the
manual or facsimile signature of its President or one of its
Vice Presidents under its corporate seal or a facsimile
thereof, attested by the manual or facsimile signature of its
Clerk or one of its Assistant Clerks, all as of the date set
forth below.
Dated:_____________________ EASTERN EDISON COMPANY
By__________________________
President
Attest
________________________
Clerk
[FORM OF REVERSE OF BOND OF THE 2023 SERIES]
This bond is one of the
bonds, of the above designated series, of an authorized issue
of bonds of the Company, known as First Mortgage and
Collateral Trust Bonds, all issued or issuable in one or more
series under and equally and proportionately secured (except
insofar as any sinking fund, replacement fund or other fund
established in accordance with the provisions of the
Indenture hereinafter mentioned may afford additional
security for the bonds of any specific series) by an
Indenture of First Mortgage and Deed of Trust dated as of
September 1, 1948, executed and delivered by the Company to
State Street Trust Company (now State Street Bank and Trust
Company), Boston, Massachusetts, as Trustee (herein with its
successors under said Indenture sometimes called the
"Trustee"), as supplemented and modified by the First
Supplemental Indenture dated as of February1, 1953, by the
Eighth Supplemental Indenture dated as of July1, 1972, by
the Ninth Supplemental Indenture dated as of September1,
1973, by the Tenth Supplemental Indenture dated as of
October1, 1975 and by the Eleventh Supplemental Indenture
dated as of January1, 1979 and as supplemented by all other
indentures supplemental thereto, executed and delivered by
the Company to said Trustee, to which Indenture and all
indentures supplemental thereto to which the Trustee shall be
a party (herein sometimes called the "Indenture") reference
is hereby made for a description of the property mortgaged
and pledged as security for said bonds, the nature and extent
of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be
issued thereunder; but neither the foregoing reference to the
Indenture nor any provision of this bond or of the Indenture
or of any indenture supplemental thereto shall affect or
permit any impairment of the obligation of the Company, which
is absolute and unconditional, to pay at the stated or
accelerated times herein provided, the principal of and the
premium, if any, and the interest on this bond as herein
provided.
The bonds of this series are
subject to redemption prior to maturity as a whole at any
time or in part from time to time, (a) at the option of the
Company, upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth in the tabulation below under the heading "Regular
Redemption Price" (provided, however, that such right of
redemption prior to May 1, 2003 shall be limited as provided
in the Twenty-Fourth Supplemental Indenture); and (b)for the
replacement fund provided for in the Indenture and by the
application of proceeds of certain property subject to the
lien thereof, upon payment of the applicable percentage of
the called principal amount thereof set forth in said
tabulation under the heading "Special Redemption Price":
If Redemption
Date is during
Twelve Months' Regular Special
Period Beginning Redemption Redemption
May 1, Price Price
1993 106.880% 100%
1994 106.536% 100%
1995 106.192% 100%
1996 105.848% 100%
1997 105.504% 100%
1998 105.160% 100%
1999 104.816% 100%
2000 104.472% 100%
2001 104.128% 100%
2002 103.784% 100%
2003 103.440% 100%
2004 103.096% 100%
*n*
If Redemption
Date is during
Twelve Months' Regular Special
Period Beginning Redemption Redemption
May 1, Price Price
2005 102.752% 100%
2006 102.408% 100%
2007 102.064% 100%
2008 101.720% 100%
2009 101.376% 100%
2010 101.032% 100%
2011 100.688% 100%
2012 100.344% 100%
2013 100.000% 100%
2014 100.000% 100%
2015 100.000% 100%
2016 100.000% 100%
2017 100.000% 100%
2018 100.000% 100%
2019 100.000% 100%
2020 100.000% 100%
2021 100.000% 100%
2022 100.000% 100%
together in any case with interest accrued thereon to the
redemption date, upon prior notice given by first class mail,
postage prepaid, as provided in the Twenty-Fourth
Supplemental Indenture to the holders of record of each bond
affected not less than thirty days nor more than ninety days
prior to the redemption date and subject to all other
conditions and provisions of the Indenture.
If this bond or any portion thereof ($1,000 or any
multiple thereof) is duly designated for redemption, if
payment of the principal hereof or of such portion with
accrued interest and premium, if any, is provided for, and if
notice of such redemption is duly given or provided for, all
as specified in the Indenture, this bond or such portion
shall cease to be entitled to the lien of the Indenture from
and after the date such payment and notice are irrevocably so
provided for and shall cease to bear interest from and after
the date fixed for redemption.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made only (a) upon presentation of this bond
for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon
surrender of this bond in exchange for a bond or bonds (of
authorized denominations of the same series) for the
unredeemed balance of the principal amount of this bond. In
the event of the redemption of this bond in whole, payment of
the redemption price will be made only upon surrender of this
bond.
The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding (determined as
provided in the Indenture) including, if more than one series
of bonds shall be at the time outstanding, not less than
sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the
holders of the bonds and coupons; provided, however, that no
such modification or alteration shall be made without the
consent of the registered owner hereof which will (a) extend
the maturity of this bond or reduce the rate or extend or
otherwise change the time of payment of interest hereon or
reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of the Indenture, or alter the equal
and proportionate security afforded by the lien of the
Indenture for the bonds issued thereunder, or (c) reduce the
number or percentage of the principal amount of the bonds
upon the consent of the holders of which modifications or
alterations may be made as aforesaid.
This bond is transferable by the registered owner hereof
in person or by his duly authorized attorney, on books of the
Company kept for the purpose, at the principal corporate
trust office of the Trustee upon surrender of this bond for
cancellation and upon payment, if the Company shall so
require, of the charges provided for in the Twenty-Fourth
Supplemental Indenture, sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and thereupon a new registered bond or bonds of the
same series of like aggregate principal amount will be issued
to the transferee in exchange therefor.
The registered owner of this bond at his option may
surrender the same for cancellation at said office and
receive in exchange therefor the same aggregate principal
amount of registered bonds of the same series but of other
authorized denominations, upon payment, if the Company shall
so require, of the charges provided for in the Twenty-Fourth
Supplemental Indenture sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and subject to the terms and conditions therein set
forth.
Neither the Company nor the Trustee shall be required to
make transfers or exchanges of bonds of this series for a
period of ten days next preceding any designation of bonds of
said series to be redeemed, and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any bonds designated in whole for redemption or that part of
any bond designated in part for redemption. Subject to the
provisions of the Twenty-Fourth Supplemental Indenture, if
this bond is surrendered for any transfer or exchange between
the record date for any interest payment date and such
interest payment date, the new bond will be dated such
interest payment date.
The Twenty-Fourth Supplemental Indenture provides that in
the event of any default in payment of the interest due on
any interest payment date, such interest shall not be payable
to the holder of this bond on the original record date but
shall be paid to the registered holder of such bond on the
subsequent record date established for payment of such
defaulted interest.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and
payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of
particular series, may in the cases, to the extent and under
the conditions provided in the Indenture, waive past defaults
thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal
of or the premium, if any, or the interest on this bond, or
for any claim based hereon or otherwise in respect hereof or
of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the
Company or of any predecessor or successor corporation,
either directly or through the Company or such predecessor or
successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers, as such, being waived
and released by the holder and owner hereof by the acceptance
of this bond and as provided in the Indenture.
The Company and the Trustee and any paying agent and any
bond registrar may deem and treat the person in whose name
this bond shall be registered upon the books of the Company
as the absolute owner of such bond for the purpose of
receiving payment of or on account of the principal of and
interest on this bond and for all other purposes, whether or
not this bond be overdue; and all such payments so made to
such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon this
bond to the extent of the sum or sums so paid and neither the
Company nor the Trustee nor any paying agent nor any bond
registrar shall be affected by any notice to the contrary.
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
This is one of the bonds, of the series designated
therein, described in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE,
By__________________________________
Authorized Officer
SECTION 3.02. Redemption Provisions for Bonds of the 2023
Series. The Bonds of the 2023 Series shall be subject to
redemption prior to maturity as a whole at any time or in
part from time to time,
(a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth under the heading
"Regular Redemption Price" in the tabulation in the form of
the Bonds of the 2023 Series set forth in Section 3.01
hereof; provided, however, that no such redemption shall be
made prior to May 1, 2003 (except in connection with any
consolidation or merger with any corporation other than an
affiliate of the Company in which the Company shall not be
the surviving corporation, or transfer or sale of all or
substantially all of the property of the Company to any
corporation other than an affiliate of the Company), directly
or indirectly as a part of, or in anticipation of, any
refunding operation involving the incurring of indebtedness
which has an effective interest cost to the Company
(calculated after adjustment, in accordance with generally
accepted financial practice, for any premium received or
discount granted in connection with the indebtedness being
incurred in such refunding operation) of less than the
effective interest cost to the Company of the Bonds of the
2023 Series; and
(b) upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth under the heading "Special Redemption Price" in the
tabulation in the form of the Bonds of the 2023 Series set
forth in Section 3.01 hereof, either,
(ii) through the application of cash deposited with
the Trustee for the replacement fund provided for in
Section 4.04 of the Original Indenture and in Section 3.03
hereof, or
(ii) through the application pursuant to Section 8.05
of the Original Indenture of any trust moneys held by the
Trustee received from the proceeds of property sold or
taken pursuant to the provisions of Section 7.04 of the
Original Indenture,
together in any case with interest accrued thereon to the
date fixed for redemption, upon not less than thirty days'
nor more than ninety days' notice given by first class mail,
postage prepaid, to the holder of record at the date of such
notice of each Bond of the 2023 Series affected, at his
address as shown on the books of the Company. Such notice
shall be sufficiently given if deposited in the United States
mail postage prepaid within such period. Neither the failure
to mail such notice, nor any defect in any notice so mailed
to any such holder, shall affect the sufficiency of such
notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all
other conditions and provisions of the Indenture not
inconsistent herewith.
SECTION 3.03. Replacement Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the
Company hereby covenants that, so long as any of the Bonds of
the 2023 Series shall remain outstanding, (a) the covenants
made by the Company in Section 4.04 of the Original Indenture
shall continue in full force and effect and (b) Bonds
delivered, redeemed or purchased pursuant to said Section
4.04 and any amount of available Bond credits and all
available Montaup Securities used as a credit in Item 8 of
any replacement fund certificate shall be deemed to be
funded, unless and until the same shall have been reinstated
as provided in said Section 4.04 or in Section 2.07 of the
Original Indenture.
SECTION 3.04. Restriction on Payment of Dividends on
Common Stock. The Company covenants that, so long as any
Bonds of the 2023 Series remain outstanding, it will not (a)
declare or pay any dividend or make any distribution on any
shares of Common Stock (other than dividends payable in
Common Stock of the Company) or (b) directly or indirectly
through a subsidiary make any expenditures for the purchase,
redemption or other retirement for a consideration of any
shares of Common Stock of the Company (other than in exchange
for, or from the proceeds of, other and new shares of Common
Stock of the Company), if the aggregate amount of all such
dividends, distributions and expenditures made after January
31, 1953 would exceed the aggregate amount of the Company's
net income available for dividends on its Common Stock,
accumulated after January 31, 1953.
Net income of the Company available for dividends on its
Common Stock for the purpose of this Section 3.04 shall be
defined as in the second paragraph of Section 1.05 of the
First Supplemental Indenture as modified by Section 7.02 of
the Eleventh Supplemental Indenture.
Nothing in this Section 3.04 shall affect the restrictions
imposed by similar provisions in any previous Supplemental
Indenture for the benefit of Bonds of any series.
SECTION 3.05. Minimum Provision for Depreciation.
Notwithstanding the provisions of Section 1.35 of the
Original Indenture, the Company hereby covenants that the
term "minimum provision for depreciation" shall have the
meaning specified in such Section so long as any of the Bonds
of the 2023 Series shall remain outstanding.
SECTION 3.06. Continuation of Effectiveness of Term
"funded". Property additions, net additions, Bonds and
Montaup Securities which have or shall become funded to the
extent provided in Paragraphs (1), (2), (3) and (4) of
Section 1.36 of the Original Indenture as modified by Section
7.01 of the Eleventh Supplemental Indenture shall continue to
be funded except to the extent that any provision of the
Original Indenture or of any supplemental indenture expressly
provides that property additions, net additions, Bonds or
Montaup Securities shall be funded only so long as Bonds of
particular series shall remain outstanding.
SECTION 3.07. Duration of Effectiveness of Article Three.
This Article shall be in force and effect only so long as any
of the Bonds of the 2023 Series are outstanding.
ARTICLE FOUR
PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING
SECTION 4.01. The total aggregate principal amount of
First Mortgage and Collateral Trust Bonds of the Company
issued and outstanding and presently to be issued and
outstanding under the provisions of and secured by the
Indenture will be Three Hundred Ten Million Dollars
($310,000,000), namely Five Million Dollars ($5,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 4 1/2% Series due 1993 now issued and outstanding, Ten
Million Dollars ($10,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 8.90% Series due
1995/Secured Medium Term Notes now issued and outstanding,
Seven Million Dollars ($7,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 6 1/2% Series due 1997
now issued and outstanding, Thirty-Five Million Dollars
($35,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 10 1/8% Second Series due 1997 now
issued and outstanding, Forty Million Dollars ($40,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 9 7/8% due 1998 now issued and outstanding, Five
Million Dollars ($5,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 8 3/8% Series due 1999
now issued and outstanding, Eight Million Dollars
($8,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 7 7/8% Series due 2002 now issued and
outstanding, Thirty-Five Million Dollars ($35,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 7.78% Second Series due 2002/Secured Medium Term Notes
now issued and outstanding, Ten Million Dollars ($10,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 8 3/8% Series due 2003 now issued and outstanding,
Fifty-Five Million Dollars ($55,000,000) principal amount of
First Mortgage and Collateral Trust Bonds, 95/8% Series due
2016 now issued and outstanding, Twenty Million Dollars
($20,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 5 7/8% Series due 1998, Forty Million
Dollars ($40,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 6 7/8% Series due 2003, and Forty
Million Dollars ($40,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 8% Series due 2023.
Additional Bonds of the 1993 Series, the 1995 Series, the
Second 1997 Series, the 1998 Series, the 1999 Series, the
2002 Series, the Second 2002 Series, the 2003 Series, the
2016 Series, the Second 1998 Series, the Second 2003 Series
and the 2023 Series, and of any other series established
after the execution and delivery of this Twenty-Fourth
Supplemental Indenture may from time to time be
authenticated, delivered and issued pursuant to the terms of
the Indenture.
SECTION 4.02. Bonds of the Second 1998 Series in the
aggregate principal amount of Twenty Million Dollars
($20,000,000), Bonds of the Second 2003 Series in the
aggregate principal amount of Forty Million Dollars
($40,000,000) and Bonds of the 2023 Series in the aggregate
principal amount of Forty Million Dollars ($40,000,000) may
forthwith, upon the execution and delivery of this
Twenty-Fourth Supplemental Indenture, or from time to time
thereafter, and upon compliance by the Company with the
provisions of Section 5.02 and any or all of Sections 5.03,
5.04, 5.05 and 5.06 of the Original Indenture, be executed by
the Company and delivered to the Trustee and shall thereupon
be authenticated and delivered by the Trustee to or upon the
written order of the Company.
ARTICLE FIVE
MISCELLANEOUS
Section 5.01. This Twenty-Fourth Supplemental Indenture
is executed and shall be construed as an indenture
supplemental to the Original Indenture, as supplemented and
modified, and shall form a part thereof, and the Original
Indenture, as heretofore supplemented and modified (to the
extent and when and as the same shall become and be effective
as provided in the respective modifying supplemental
indentures) and as hereby supplemented is hereby confirmed.
Except to the extent inconsistent with the express terms
thereof, all of the provisions, terms, covenants and
conditions of the Original Indenture, as supplemented and
modified, shall be applicable to the Bonds of the Second 1998
Series, the Bonds of the Second 2003 Series and the Bonds of
the 2023 Series to the same extent as if specifically set
forth herein. All terms used in this Twenty-Fourth
Supplemental Indenture shall be taken to have the same
meaning as in the Original Indenture, as supplemented and
modified, except in cases where the context clearly indicates
otherwise.
SECTION 5.02. All recitals in this Twenty-Fourth
Supplemental Indenture are made by the Company only and not
by the Trustee; and all of the provisions contained in the
Original Indenture in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as
if set forth herein in full.
SECTION 5.03. The Company covenants that it is lawfully
seized and possessed at the date of execution of this
Twenty-Fourth Supplemental Indenture of all the trust estate
described in this Twenty-Fourth Supplemental Indenture,
except as specifically otherwise stated in this Twenty-Fourth
Supplemental Indenture, and that all the trust estate so
described is free and clear of any lien other than the lien
of the Indenture and permitted encumbrances; that the Company
will warrant and forever defend all the trust estate so
described to the Trustee against the claims of all persons
whomsoever except as in the Indenture specifically otherwise
stated; that it will maintain and preserve the lien of the
Indenture so long as any of the Bonds issued under the
Indenture are outstanding; and that it has good right and
lawful authority to subject all the trust estate so described
to the lien of the Indenture as provided in and by the
Original Indenture, as heretofore supplemented and modified
and as supplemented by this Twenty-Fourth Supplemental
Indenture.
SECTION 5.04. This Twenty-Fourth Supplemental Indenture
may be executed in several counterparts, and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts, or as many of them as
the Company and the Trustee shall preserve undestroyed, shall
together constitute but one and the same instrument.
SECTION 5.05. Although this Twenty-Fourth Supplemental
Indenture is dated for convenience and for the purpose of
reference as of May 1, 1993, the actual date or dates of
execution by the Company and by the Trustee are as indicated
by their respective acknowledgments hereto annexed.
*n*
ARTICLE SIX
SCHEDULE OF PROPERTY ACQUIRED SINCE DATE OF THE
TWENTY-THIRD SUPPLEMENTAL INDENTURE
NONE
IN WITNESS WHEREOF, Eastern Edison Company has caused this
Twenty-Fourth Supplemental Indenture to be signed in its
corporate name and behalf by its President, either of its
Vice Chairmen or one of its Vice Presidents and its corporate
seal to be hereunto affixed and attested by its Clerk or one
of its Assistant Clerks, and State Street Bank and Trust
Company in token of its acceptance of the trust hereby
created has caused this Twenty-Fourth Supplemental Indenture
to be signed in its corporate name and behalf by one of its
Assistant Vice Presidents, and its corporate seal to be
hereunto affixed and attested by its Secretary or one of its
Assistant Secretaries, all as of the day and year first above
written.
EASTERN EDISON COMPANY
By /s/ Richard M. Burns
Vice President
Attest:
/s/ Basil G. Pallone
Assistant Clerk (CORPORATE SEAL)
STATE STREET BANK AND TRUST
COMPANY
By /s/ Daniel Golden
Assistant Vice President
Attest:
/s/ Andrew M. Sinasky
Assistant Secretary (CORPORATE SEAL)
*n*
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 30th day of April, 1993 before me
appeared Richard M. Burns and Basil G. Pallone, to me
personally known, who, being by me duly sworn, did say that
they are a Vice President and an Assistant Clerk,
respectively, of Eastern Edison Company, and that the seal
affixed to the foregoing instrument is the corporate seal of
said Corporation, and that the said instrument was signed and
sealed by them on behalf of said Corporation by authority of
its Board of Directors, and each of said officers
acknowledged said instrument to be the free act and deed of
said Corporation.
/s/ Elizabeth A. Erbland
Notary Public
My Commission Expires 2/19/99
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 30th day of April, 1993 before me
appeared Daniel Golden and Andrew M. Sinasky, to me
personally known, who being by me duly sworn, did say that
they are an Assistant Vice President and an Assistant
Secretary, respectively, of State Street Bank and Trust
Company, and that the seal affixed to the foregoing
instrument is the corporate seal of said Trust Company, and
that the said instrument was signed and sealed by them on
behalf of said Trust Company by authority of its Board of
Directors and each of said officers acknowledged said
instrument to be the free act and deed of said Trust Company.
/s/ Elizabeth A. Erbland
Notary Public
My Commission Expires 2/19/99
*n*
Votes Certificate
Execution Copy
EASTERN EDISON COMPANY
Directors' Votes
I, Basil G. Pallone, DO HEREBY CERTIFY that I am Assistant
Clerk of Eastern Edison Company (hereinafter called the
"Corporation"), a Massachusetts corporation, and that
attached hereto as ExhibitA is a true, correct and complete
copy of certain votes duly adopted by the Special Committee
of the Board of Directors, which Committee was duly elected
by the Board of Directors pursuant to ArticleV of the By-
laws of the Corporation, a true copy of which is attached
hereto as ExhibitB, on April 28, 1993, at which meeting a
quorum for the transaction of business was present and acting
throughout.
I further certify that said votes have not been amended or
revoked and that the same are now in full force and effect.
I further certify that RichardM. Burns is the duly
elected Vice President of the Corporation.
WITNESS my hand and seal of said Corporation, this 30th
day of April, 1993.
/s/ Basil G. Pallone
Basil G. Pallone
Assistant Clerk
[SEAL]
*n*
Exhibit A
VOTED - that this Corporation enter into that certain
Purchase Agreement among this Corporation, Salomon Brothers
Inc and PaineWebber Incorporated (the "Purchase Agreement")
to be in substantially the form presented to this Committee
with such changes therein as the Chairman of the Board, the
Vice Chairman of the Board, the President, any Vice
President, the Treasurer, the Assistant Treasurer, the Clerk
or the Assistant Clerk (the "Authorized Officers") executing
such Purchase Agreement deems necessary or appropriate.
VOTED - that this Corporation shall enter into that
certain Twenty-Fourth Supplemental Indenture (the
"Supplemental Indenture") between this Corporation and State
Street Bank and Trust Company, as trustee (the "Trustee"),
supplementing the Indenture of First Mortgage and Deed of
Trust dated as of September 1, 1948 (the "Mortgage") between
this Corporation and the Trustee, as previously supplemented
and modified, such Supplemental Indenture to be in
substantially the form presented to this Committee with such
changes therein as may be determined by the officer or
officers executing the same on behalf of this Corporation to
be necessary or convenient and in the best interests of this
Corporation.
VOTED - that the Authorized Officers be, and each of them
hereby is, authorized and empowered by and on behalf of this
Corporation to execute, seal with this Corporation's seal,
acknowledge, attest, file, register, record and deliver the
Purchase Agreement, the Supplemental Indenture and the First
Mortgage Bonds referred to in the preceding votes, such
execution and delivery of such documents by such officers to
evidence conclusively for all purposes that the Purchase
Agreement, the Supplemental Indenture and the First Mortgage
Bonds are authorized by these votes.
*n*
Exhibit B
ARTICLE V
Executive and Other Committees
The board of directors may elect from their own number an
executive committee to consist of not less than three nor
more than seven members, which committee shall have and
exercise the powers of the board of directors in the
management of the business and affairs of the corporation
when the board of directors is not in session. The executive
committee shall report all action taken by it to the board of
directors for approval. The executive committee may make
rules for the notice, holding, conduct, and keeping of
records of its meetings.
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 30th day of April 1993 before me
appeared BasilG. Pallone, to me personally known, who, being
by me duly sworn, did say that he is the Assistant Clerk of
Eastern Edison Company, and that the seal affixed to the
foregoing certificate is the corporate seal of said
Corporation, and that the said certificate was signed and
sealed by him on behalf of said Corporation by authority of
its Board of Directors, and said Assistant Clerk acknowledged
said certificate to be the free act and deed of said
Corporation.
/s/ Elizabeth A. Erbland
Notary Public
My Commission Expires:
2/19/99
(Notarial Seal)
*n*
STATE STREET BANK AND TRUST COMPANY
BOSTON, MASSACHUSETTS, 02101
Certified Excerpt from Vote of Board of Directors
VOTED: That officers and employees of STATE STREET BANK AND
TRUST COMPANY are hereby authorized to exercise
powers as hereinafter specified:
4. To accept, execute, seal, acknowledge and
deliver mortgages, indentures or other
instruments, running to this Company as trustee
or in any other fiduciary capacity to secure
bonds, notes or other obligations
The Chairman of the Board
A Vice Chairman of the Board
The Chairman of the Executive Committee
The President
An Executive Vice President
A First Vice President
A Senior Vice President
A Vice President
The Treasurer
The Secretary
An Assistant Vice President
I hereby certify that the foregoing is a true excerpt from a
vote unanimously passed at a meeting of the Board of
Directors of STATE STREET BANK AND TRUST COMPANY duly called
and held on April14, 1961, as amended to date.
I further certify that said vote, as so amended, is in full
force and effect and that the person listed below was duly
elected and held the above respective office on the date this
instrument was executed.
Name Title Signature
Daniel Golden Assistant Vice President /s/ Daniel Golden
ATTEST: /s/ Arthur J. MacDonald
Assistant Secretary
Date: April 30, 1993
Received & Recorded May 3, 1993 at 2 hrs. 39 min. P.M.
Attest: /s/ John Gomes, Register
31584\052\big-ed.02
EXHIBIT C-34
EASTERN EDISON COMPANY
TO
STATE STREET BANK AND TRUST COMPANY
(formerly State Street Trust Company)
BOSTON, MASSACHUSETTS,
Trustee
TWENTY-FIFTH SUPPLEMENTAL INDENTURE
Dated as of July 1, 1993
Supplementing the Indenture of First Mortgage
And Deed of Trust Dated As Of
September 1, 1948
This is a Mortgage of Personal Property as well as a
Mortgage upon Real Estate.
*n*
THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of
July 1, 1993 between Eastern Edison Company (formerly named
Brockton Edison Company), as Debtor (its Federal tax number
being 04-1123095), a corporation organized and existing under
the laws of The Commonwealth of Massachusetts and having its
principal place of business and mailing address at 110
Mulberry Street in the City of Brockton in said Commonwealth
(hereinafter sometimes called the "Company"), party of the
first part, and State Street Bank and Trust Company (formerly
State Street Trust Company and hereinafter sometimes called
the "Trustee"), as Secured Party (its Federal tax number
being 04-1867445), a corporation duly organized and existing
under the laws of The Commonwealth of Massachusetts, having
its principal office andmailing address at 225 Franklin
Street, Boston, Massachusetts 02110, party of the second
part.
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture of First Mortgage and
Deed of Trust dated as of September 1, 1948 (hereinafter
called the "Original Indenture") to secure, as provided
therein, its bonds (in the Original Indenture and herein
called the "Bonds"), not limited except as provided in
Section 3.01 of the Original Indenture, to be known generally
as its "First Mortgage and Collateral Trust Bonds", and to be
issued in one or more series as provided in the Original
Indenture; and
WHEREAS, the Company has heretofore executed and
delivered to the Trustee twenty-four indentures supplemental
to the Original Indenture as follows: a First Supplemental
Indenture dated as of February 1, 1953 (hereinafter sometimes
called the "First Supplemental Indenture"), a Second
Supplemental Indenture dated as of May 1, 1954 (hereinafter
sometimes called the "Second Supplemental Indenture"), a
Third Supplemental Indenture dated as of June 1, 1955
(hereinafter sometimes called the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture dated as of
September 1, 1957 (hereinafter sometimes called the "Fourth
Supplemental Indenture"), a Fifth Supplemental Indenture
dated as of April 1, 1959 (hereinafter sometimes called the
"Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture dated as of October 1, 1963 (hereinafter sometimes
called the "Sixth Supplemental Indenture"), a Seventh
Supplemental Indenture dated as of June 1, 1969 (hereinafter
sometimes called the "Seventh Supplemental Indenture"), an
Eighth Supplemental Indenture dated as of July 1, 1972
(hereinafter sometimes called the "Eighth Supplemental
Indenture"), a Ninth Supplemental Indenture dated as of
September 1, 1973 (hereinafter sometimes called the "Ninth
Supplemental Indenture"), a Tenth Supplemental Indenture
dated as of October 1, 1975 (hereinafter sometimes called the
"Tenth Supplemental Indenture"), an Eleventh Supplemental
Indenture dated as of January 1, 1979 (hereinafter sometimes
called the "Eleventh Supplemental Indenture"), a Twelfth
Supplemental Indenture dated as of October 1, 1980
(hereinafter sometimes called the "Twelfth Supplemental
Indenture"), a Thirteenth Supplemental Indenture dated as of
July 1, 1981 (hereinafter sometimes called the "Thirteenth
Supplemental Indenture"), a Fourteenth Supplemental Indenture
dated as of June 1, 1982 (hereinafter sometimes called the
"Fourteenth Supplemental Indenture"), a Fifteenth
Supplemental Indenture dated as of May 1, 1983 (hereinafter
sometimes called the "Fifteenth Supplemental Indenture"), a
Sixteenth Supplemental Indenture dated as of September 1,
1984 (hereinafter sometimes called the "Sixteenth
Supplemental Indenture"), a Seventeenth Supplemental
Indenture dated as of July 1, 1986 (hereinafter sometimes
called the "Seventeenth Supplemental Indenture"), an
Eighteenth Supplemental Indenture dated as of June 1, 1987
(hereinafter sometimes called the "Eighteenth Supplemental
Indenture"), a Nineteenth Supplemental Indenture dated as of
November 1, 1987 (hereinafter sometimes called the
"Nineteenth Supplemental Indenture"), a Twentieth
Supplemental Indenture dated as of May 1, 1988 (hereinafter
sometimes called the "Twentieth Supplemental Indenture"), a
Twenty-First Supplemental Indenture dated as of September 1,
1988 (hereinafter sometimes called the "Twenty-First
Supplemental Indenture"), a Twenty-Second Supplemental
Indenture dated as of December 1, 1990 (hereinafter sometimes
called the "Twenty-Second Supplemental Indenture"), a Twenty-
Third Supplemental Indenture dated as of July 1, 1992
(hereinafter sometimes called the "Twenty-Third Supplemental
Indenture") and a Twenty-Fourth Supplemental Indenture dated
as of May 1, 1993 (hereinafter sometimes called the Twenty-
Fourth Supplemental Indenture) (the Original Indenture, as
supplemented and modified by the First Supplemental
Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture and
the Eleventh Supplemental Indenture and as supplemented by
the Second Supplemental Indenture, the Third Supplemental
Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the
Seventh Supplemental Indenture, the Twelfth Supplemental
Indenture, the Thirteenth Supplemental Indenture, the
Fourteenth Supplemental Indenture, the Fifteenth Supplemental
Indenture, the Sixteenth Supplemental Indenture, the
Seventeenth Supplemental Indenture, the Eighteenth
Supplemental Indenture, the Nineteenth Supplemental
Indenture, the Twentieth Supplemental Indenture, the
Twenty-First Supplemental Indenture, the Twenty-Second
Supplemental Indenture, the Twenty-Third Supplemental
Indenture, the Twenty-Fourth Supplemental Indenture and this
Twenty-Fifth Supplemental Indenture, being herein sometimes
called the "Indenture"); and
WHEREAS, pursuant to the Original Indenture, as
heretofore supplemented and modified, there have been
executed, authenticated, delivered and issued and there are
now outstanding First Mortgage and Collateral Trust Bonds of
series and in principal amounts as follows:
Title Issued
Outstanding
4 1/2% Series due 1993 . . . . . 5,000,000
8.90% Series due 1995/Secured
Medium Term Notes . . . . 10,000,000
6 1/2% Series due 1997 . . . . . 7,000,000
9 7/8% Series due 1998 . . . . . 40,000,000
5 7/8% Second Series due 1998. . 20,000,000
7 7/8% Series due 2002 . . . . . 8,000,000
7.78% Second Series due 2002/
Secured Medium Term Notes 35,000,000
6 7/8% Second Series due 2003. . 40,000,000
8 % Series due 2023 . . . . . 40,000,000
and
WHEREAS, the Board of Directors of the Company has
established under Section 3.02 of the Original Indenture, a
new series of Bonds, to be designated First Mortgage and
Collateral Trust Bonds, 5 3/4% Third Series due 1998
(hereinafter referred to as the "Bonds of the Third 1998
Series"), and has authorized the issue of said Bonds of the
Third 1998 Series in the aggregate principal amount of Forty
Million Dollars ($40,000,000), pursuant to the provisions of
Article Two of this Twenty-Fifth Supplemental Indenture; and
WHEREAS, Article Eighteen of the Original Indenture
provides, among other things, that the Company, when
authorized by a resolution of the Board of Directors, and the
Trustee, from time to time and at any time, subject to the
restrictions in the Indenture contained, may, and when so
required by the Indenture, shall, enter into indentures
supplemental to the Original Indenture and which thereafter
shall form a part thereof, for the purposes, among others, of
(a)providing for the creation of a series of Bonds,
designating the series to be created and specifying the form
and provisions of the Bonds of such series, (b)adding to the
Indenture other covenants and agreements to be thereafter
observed by the Company, and (c)mortgaging, pledging,
conveying, transferring or assigning to the Trustee, and
subjecting to the lien of the Indenture, additional
properties acquired by the Company; and
WHEREAS, the Board of Directors of the Company (pursuant
to authority granted by the stockholders of the Company
entitled to vote thereon) by resolutions duly adopted
authorized the execution of this Twenty-Fifth Supplemental
Indenture for the purpose of (a) creating the Bonds of the
Third 1998 Series, designating the series created and
specifying the form and the provisions of the Bonds of such
series, (b) adding to the Indenture certain covenants and
agreements to be hereafter observed by the Company, and (c)
subjecting to the lien of the Indenture additional properties
acquired by the Company;
WHEREAS, all acts and proceedings required by law and by
the Certificate of Organization and Certificate of
Incorporation and by-laws of the Company necessary to secure
the payment of the principal of and interest and premium, if
any, on the Bonds of the Third 1998 Series, to make the Bonds
of the Third 1998 Series to be issued hereunder, when
executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a
valid and binding mortgage for the security of the Bonds, in
accordance with its and their terms, have been done and
taken; and the execution and delivery of this Twenty-Fifth
Supplemental Indenture and the issue of the Bonds of the
Third 1998 Series, have been in all respects duly authorized:
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order
to secure the payment of the principal of and premium, if
any, and interest on all Bonds at any time issued and
outstanding under the Indenture, according to their tenor,
purport and effect, to confirm the lien of the Indenture upon
the mortgaged property mentioned therein including any and
all property purchased, constructed or otherwise acquired by
the Company since the date of execution of the Original
Indenture and to secure the performance and observance of all
the covenants and conditions in the Bonds and in the
Indenture contained, and to declare the terms and conditions
upon and subject to which the Bonds of the Third 1998 Series
are to be issued and secured, and for and in consideration of
the premises and of the mutual covenants herein contained and
of the purchase and acceptance of the Bonds of the Third 1998
Series by the holders thereof, and of the sum of $10 duly
paid to the Company by the Trustee, at or before the
ensealing and delivery hereof, and for other valuable
consideration, the receipt whereof is hereby acknowledged,
the Company has executed and delivered this Twenty-Fifth
Supplemental Indenture, and by these presents, does grant,
bargain, sell, alien, remise, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto State
Street Bank and Trust Company, Trustee, its successors in
trust and its and their successors and assigns, all the
property, rights, privileges and franchises (other than
excepted property) of the character described in the Granting
Clauses of the Original Indenture now owned of record or
otherwise by the Company, whether or not constructed or
acquired since the date of execution of the Original
Indenture or which may hereafter be constructed or acquired
by it, including without limiting the generality of the
foregoing the property described in Article Four hereof, if
any, but subject to all exceptions, reservations and matters
of the character therein referred to, and expressly excepting
and excluding from the lien and operation of the Indenture
all properties of the character specifically excepted by
Paragraphs B through H of Granting Clause VII of the Original
Indenture and all property released or otherwise disposed of
pursuant to the provisions of the Indenture.
If, upon the happening of any default as defined in
Article Twelve of the Original Indenture, the Trustee or a
receiver or trustee shall enter upon and take possession of
the trust estate, the Trustee or such receiver or trustee
may, to the extent permitted by law, at the same time
likewise take possession of any and all of the property of
the character specifically excepted under the heading
"Excepted Property" of Granting Clause VII of the Original
Indenture, other than Paragraph F thereof, then on hand and
use and administer the same to the same extent as if such
property were part of the trust estate, unless and until such
default shall be remedied or waived and possession of the
trust estate restored to the Company.
TO HAVE AND TO HOLD all of the property, real, personal
and mixed, and all and singular the lands, properties,
estates, rights, franchises, privileges and appurtenances
hereby granted, bargained, sold, aliened, remised, released,
conveyed, assigned, transferred, mortgaged, pledged, set over
or confirmed, or intended so to be, unto the Trustee and its
successors in trust and to its and their successors and
assigns, forever.
BUT IN TRUST, NEVERTHELESS, for the equal and
proportionate use, benefit, security and protection of those
who from time to time shall hold the Bonds and coupons, or
any of them, authenticated and delivered under the Original
Indenture, as heretofore and hereby supplemented and
modified, and duly issued by the Company, without any
discrimination, preference or priority of any one Bond or
coupon over any other by reason of priority in the time of
issue, sale or negotiation thereof or otherwise, except as
provided in Section 12.28 of the Original Indenture, so that,
subject to said Section 12.28, each and all of said Bonds and
coupons shall have the same right, lien and privilege under
the Original Indenture, as heretofore and hereby supplemented
and modified, and shall be equally and proportionately
secured thereby and hereby (except as any sinking,
replacement or other analogous fund established in accordance
with the provisions of the Indenture may afford additional
security for the Bonds of any specific series), with the same
effect as if all of the Bonds and coupons had been issued,
sold and negotiated simultaneously on the date of the
delivery of the Original Indenture.
THE COMPANY HEREBY DECLARES that it holds and will hold
and apply all property and rights of the character described
in Paragraph F of Granting Clause VII of the Original
Indenture as specifically reserved and excepted, upon the
trusts set forth in the Original Indenture, as heretofore and
hereby supplemented and modified, and as the Trustee (or any
purchaser upon any sale of the mortgaged property) shall for
such purpose direct from time to time, to the fullest extent
permitted by law or in equity and by any instruments creating
the same, as fully as if the same could be and had been
hereby granted, conveyed, mortgaged, pledged, transferred and
assigned to and vested in the Trustee.
It is hereby covenanted, declared and agreed by and
between the parties hereto that all Bonds and coupons, if
any, are to be authenticated, delivered and issued and that
all property subject to or to become subject to the Indenture
is to be held, subject to the further covenants, conditions,
uses and trusts set forth in the Indenture, and the Company
for itself and its successors or assigns does hereby covenant
and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall
hold Bonds, or coupons, or any of them as follows:
ARTICLE ONE
Bonds of the Third 1998 Series and Certain
Provisions Relating Thereto.
Section 1.01. A. Terms of Bonds of the Third 1998 Series.
There shall be, and hereby is, created a new series of Bonds,
known as and entitled "First Mortgage and Collateral Trust
Bonds, 5 3/4% Third Series due 1998". The principal amount
of the Bonds of the Third 1998 Series shall not be limited
except as provided in Section 3.01 of the Original Indenture
and except as may be provided in any indenture supplemental
thereto.
The definitive Bonds of the Third 1998 Series shall be
issued only as registered Bonds without coupons in
denominations of $1,000 or any multiple thereof, numbered RAC
upwards.
July 27, 1993 shall be the date of the commencement of the
first interest period for Bonds of the Third 1998 Series.
All Bonds of the Third 1998 Series shall mature July 1, 1998,
and shall bear interest at the rate of 5 3/4% per annum until
the payment of the principal thereof, such interest to be
payable semi-annually on January 1 and July 1 in each year
commencing January 1, 1994. The principal of and the
premium, if any, and interest on the Bonds of the Third 1998
Series shall be paid in any coin or currency of the United
States of America which at the time of payment is legal
tender for the payment of public and private debts.
Principal of and premium, if any, on Bonds of the Third 1998
Series shall be payable at the principal corporate trust
office in the City of Boston, Commonwealth of Massachusetts,
of the Trustee, except that, in case of the redemption as a
whole at any time of the Bonds of the Third 1998 Series then
outstanding, the Company may designate in the redemption
notice other offices or agencies at which, at the option of
the registered holders, Bonds of the Third 1998 Series may be
surrendered for redemption and payment. Except as herein
provided, interest on Bonds of the Third 1998 Series shall be
payable at the principal corporate trust office in the City
of Boston, Massachusetts, of the Trustee, or at the option of
the holder, at the office or agency of the Company in the
Borough of Manhattan, City and State of New York, in each
case to the holder of record on the record date as
hereinbelow defined. Interest on the Bonds of the Third 1998
Series shall, unless otherwise directed by the respective
registered holders thereof, be paid by checks payable to the
order of the respective holders entitled thereto, and mailed
by the Trustee by first class mail, postage prepaid, to such
holders at their respective registered addresses as shown on
the Bond register for the Bonds of the Third 1998 Series.
The definitive Bonds of the Third 1998 Series may be
issued in the form of Bonds engraved, printed or lithographed
on steel engraved borders.
The person in whose name any Bond of the Third 1998 Series
is registered at the close of business on any record date (as
hereinbelow defined) with respect to any interest payment
date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation
of such Bond of the Third 1998 Series upon any transfer or
exchange thereof (including any exchange effected as an
incident to a partial redemption thereof) subsequent to the
record date and prior to such interest payment date, except
that, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment
date, then the registered holders of Bonds of the Third 1998
Series on such record date shall have no further right to or
claim in respect of such defaulted interest as such
registered holders on such record date, and the persons
entitled to receive payment of any defaulted interest
thereafter payable or paid on any Bonds of the Third 1998
Series shall be the registered holders of such Bonds of the
Third 1998 Series on the record date for payment of such
defaulted interest. The term "record date" as used in this
Section 1.01, and in the form of the Bonds of the Third 1998
Series, with respect to any interest payment date applicable
to the Bonds of the Third 1998 Series, shall mean the
December 15 next preceding a January 1 interest payment date
or the June 15 next preceding a July 1 interest payment date,
as the case may be, or such record date established for
defaulted interest as hereinafter provided.
In case of failure by the Company to pay any interest when
due, the claim for such interest shall be deemed to have been
transferred by transfer of any Bond of the Third 1998 Series
registered on the books of the Company, and the Company, by
not less than 10 days prior written notice to bondholders,
may fix a subsequent record date for determination of holders
entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in
no way affect the rights of bondholders or of the Trustee
consequent on any default.
Except as provided in this Section 1.01, every Bond of the
Third 1998 Series shall be dated as provided in Section 3.05
of the Original Indenture. However, so long as there is no
existing default in the payment of interest on the Bonds of
the Third 1998 Series, all Bonds of the Third 1998 Series
authenticated by the Trustee between the record date for any
interest payment date and such interest payment date shall be
dated such interest payment date and shall bear interest from
such interest payment date; provided, however, that if and to
the extent that the Company shall default in the interest due
on such interest payment date, then any such Bond of the
Third 1998 Series shall bear interest from the January 1 or
July 1, as the case may be, to which interest has been paid,
unless such interest payment date is January 1, 1994, in
which case from July 27, 1993.
Notwithstanding the provisions of Section 3.11 of the
Original Indenture, for any exchange of Bonds of the Third
1998 Series for other Bonds of the Third 1998 Series of
different authorized denominations or for any transfer of
Bonds of the Third 1998 Series the Company, at its option,
may require the payment of a sum only sufficient to reimburse
it for any stamp tax or other governmental charge incident
thereto.
The Trustee hereunder shall, by virtue of its office as
such Trustee, be a paying agent of the Company for the
purpose of the payment of the principal of and premium, if
any, and interest on the Bonds of the Third 1998 Series and
the registrar and transfer agent of the Company for the
purpose of registering and transferring Bonds of the Third
1998 Series. Neither the Company nor the Trustee shall be
required to make transfers or exchanges of Bonds of the Third
1998 Series for a period of ten days next preceding any date
on which any Bonds of the Third 1998 Series are to be
designated to be redeemed and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any Bonds designated in whole for redemption or that part of
any Bond designated in part for redemption.
B. Form of Bonds of the Third 1998 Series. The Bonds of
the Third 1998 Series and the Trustee's authentication
certificate to be executed on the Bonds of said Series, shall
be in substantially the following form:
*n*
No. RAC $____________________
EASTERN EDISON COMPANY
FIRST MORTGAGE AND COLLATERAL TRUST BOND
5 3/4% THIRD SERIES DUE 1998
DUE July 1, 1998
Eastern Edison Company, a Massachusetts corporation
(hereinafter sometimes called the "Company"), for value
received, hereby promises to pay to or
registered assigns, dollars on
July 1, 1998 or earlier as hereinafter provided and to pay to
said payee, or registered assigns, interest hereon at the
rate specified in the title of this bond, from July 27, 1993,
as provided in the Twenty-Fifth Supplemental Indenture
mentioned on the reverse hereof, payable semi-annually on the
first days of January and July in each year until payment of
the principal hereof.
The interest so payable upon any January 1 or July 1 will,
subject to certain exceptions described on the reverse
hereof, be paid to the person in whose name this bond is
registered at the close of business on the December 15
preceding such January 1 or the June 15 preceding such July
1, as the case may be.
Principal of, premium, if any, and interest on this bond
will be paid in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts. Principal and premium
will be payable at the principal corporate trust office in
the City of Boston, Massachusetts of the Trustee under the
Indenture mentioned on the reverse hereof, except that in
case of the redemption as a whole at any time of the bonds of
this series then outstanding, the Company may designate in
the redemption notice other offices or agencies at which, at
the option of the registered holder, this bond may be
surrendered for redemption and payment. Interest on this
bond will be payable at the principal corporate trust office
in the City of Boston, Massachusetts, of the Trustee or, at
the option of the holder hereof, at the office or agency of
the Company in the Borough of Manhattan, City and State of
New York; provided, however, that interest on this bond
shall, unless otherwise directed by the registered holder
hereof, be paid by check payable to the order of the
registered holder entitled thereto and mailed by the Trustee
by first class mail, postage prepaid to such holder at his
address as shown on the bond register for the bonds of this
series.
This bond shall not become or be valid or obligatory for
any purpose until the authentication certificate hereon shall
have been signed by the Trustee.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, EASTERN EDISON COMPANY has caused
these presents, which are intended to take effect as a sealed
instrument, to be executed in its corporate name by the
manual or facsimile signature of its President or one of its
Vice Presidents under its corporate seal or a facsimile
thereof, attested by the manual or facsimile signature of its
Clerk or one of its Assistant Clerks, all as of the date set
forth below.
Dated:_____________________ EASTERN EDISON COMPANY
By_________________________
President
Attest
________________________
Clerk
*n*
[FORM OF REVERSE OF BOND OF THE THIRD 1998 SERIES]
This bond is one of the bonds, of the above designated
series, of an authorized issue of bonds of the Company, known
as First Mortgage and Collateral Trust Bonds, all issued or
issuable in one or more series under and equally and
proportionately secured (except insofar as any sinking fund,
replacement fund or other fund established in accordance with
the provisions of the Indenture hereinafter mentioned may
afford additional security for the bonds of any specific
series) by an Indenture of First Mortgage and Deed of Trust
dated as of September 1, 1948, executed and delivered by the
Company to State Street Trust Company (now State Street Bank
and Trust Company), Boston, Massachusetts, as Trustee (herein
with its successors under said Indenture sometimes called the
"Trustee"), as supplemented and modified by the First
Supplemental Indenture dated as of February1, 1953, by the
Eighth Supplemental Indenture dated as of July1, 1972, by
the Ninth Supplemental Indenture dated as of September1,
1973, by the Tenth Supplemental Indenture dated as of
October1, 1975 and by the Eleventh Supplemental Indenture
dated as of January1, 1979 and as supplemented by all other
indentures supplemental thereto, executed and delivered by
the Company to said Trustee, to which Indenture and all
indentures supplemental thereto to which the Trustee shall be
a party (herein sometimes called the "Indenture") reference
is hereby made for a description of the property mortgaged
and pledged as security for said bonds, the nature and extent
of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be
issued thereunder; but neither the foregoing reference to the
Indenture nor any provision of this bond or of the Indenture
or of any indenture supplemental thereto shall affect or
permit any impairment of the obligation of the Company, which
is absolute and unconditional, to pay at the stated or
accelerated times herein provided, the principal of and the
premium, if any, and the interest on this bond as herein
provided.
The bonds of this series are subject to redemption prior
to maturity as a whole at any time or in part from time to
time, (a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth in the tabulation
below under the heading "Regular Redemption Price" (provided,
however, that such right of redemption shall be limited as
provided in the Twenty-Fifth Supplemental Indenture); and
(b)for the replacement fund provided for in the Indenture
and by the application of proceeds of certain property
subject to the lien thereof, upon payment of the applicable
percentage of the called principal amount thereof set forth
in said tabulation under the heading "Special Redemption
Price":
If Redemption
Date is during
Twelve Months' Regular Special
Period Beginning Redemption Redemption
July 1 Price Price
1993 105.290% 100%
1994 103.978% 100%
1995 102.645% 100%
1996 101.323% 100%
1997 100.000% 100%
together in any case with interest accrued thereon to the
redemption date, upon prior notice given by first class mail,
postage prepaid, as provided in the Twenty-Fifth Supplemental
Indenture to the holders of record of each bond affected not
less than thirty days nor more than ninety days prior to the
redemption date and subject to all other conditions and
provisions of the Indenture.
If this bond or any portion thereof ($1,000 or any
multiple thereof) is duly designated for redemption, if
payment of the principal hereof or of such portion with
accrued interest and premium, if any, is provided for, and if
notice of such redemption is duly given or provided for, all
as specified in the Indenture, this bond or such portion
shall cease to be entitled to the lien of the Indenture from
and after the date such payment and notice are irrevocably so
provided for and shall cease to bear interest from and after
the date fixed for redemption.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made only (a) upon presentation of this bond
for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon
surrender of this bond in exchange for a bond or bonds (of
authorized denominations of the same series) for the
unredeemed balance of the principal amount of this bond. In
the event of the redemption of this bond in whole, payment of
the redemption price will be made only upon surrender of this
bond.
The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding (determined as
provided in the Indenture) including, if more than one series
of bonds shall be at the time outstanding, not less than
sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the
holders of the bonds and coupons; provided, however, that no
such modification or alteration shall be made without the
consent of the registered owner hereof which will (a) extend
the maturity of this bond or reduce the rate or extend or
otherwise change the time of payment of interest hereon or
reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of the Indenture, or alter the equal
and proportionate security afforded by the lien of the
Indenture for the bonds issued thereunder, or (c) reduce the
number or percentage of the principal amount of the bonds
upon the consent of the holders of which modifications or
alterations may be made as aforesaid.
This bond is transferable by the registered owner hereof
in person or by his duly authorized attorney, on books of the
Company kept for the purpose, at the principal corporate
trust office of the Trustee upon surrender of this bond for
cancellation and upon payment, if the Company shall so
require, of the charges provided for in the Twenty-Fifth
Supplemental Indenture, sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and thereupon a new registered bond or bonds of the
same series of like aggregate principal amount will be issued
to the transferee in exchange therefor.
The registered owner of this bond at his option may
surrender the same for cancellation at said office and
receive in exchange therefor the same aggregate principal
amount of registered bonds of the same series but of other
authorized denominations, upon payment, if the Company shall
so require, of the charges provided for in the Twenty-Fifth
Supplemental Indenture sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and subject to the terms and conditions therein set
forth.
Neither the Company nor the Trustee shall be required to
make transfers or exchanges of bonds of this series for a
period of ten days next preceding any designation of bonds of
said series to be redeemed, and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any bonds designated in whole for redemption or that part of
any bond designated in part for redemption. Subject to the
provisions of the Twenty-Fifth Supplemental Indenture, if
this bond is surrendered for any transfer or exchange between
the record date for any interest payment date and such
interest payment date, the new bond will be dated such
interest payment date.
The Twenty-Fifth Supplemental Indenture provides that in
the event of any default in payment of the interest due on
any interest payment date, such interest shall not be payable
to the holder of this bond on the original record date but
shall be paid to the registered holder of such bond on the
subsequent record date established for payment of such
defaulted interest.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and
payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of
particular series, may in the cases, to the extent and under
the conditions provided in the Indenture, waive past defaults
thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal
of or the premium, if any, or the interest on this bond, or
for any claim based hereon or otherwise in respect hereof or
of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the
Company or of any predecessor or successor corporation,
either directly or through the Company or such predecessor or
successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers, as such, being waived
and released by the holder and owner hereof by the acceptance
of this bond and as provided in the Indenture.
The Company and the Trustee and any paying agent and any
bond registrar may deem and treat the person in whose name
this bond shall be registered upon the books of the Company
as the absolute owner of such bond for the purpose of
receiving payment of or on account of the principal of and
interest on this bond and for all other purposes, whether or
not this bond be overdue; and all such payments so made to
such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon this
bond to the extent of the sum or sums so paid and neither the
Company nor the Trustee nor any paying agent nor any bond
registrar shall be affected by any notice to the contrary.
*n*
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
This is one of the bonds, of the series designated
therein, described in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE,
By__________________________________
Authorized Officer
SECTION 1.02. Redemption Provisions for Bonds of the
Third 1998 Series. The Bonds of the Third 1998 Series shall
be subject to redemption prior to maturity as a whole at any
time or in part from time to time,
(a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth under the heading
"Regular Redemption Price" in the tabulation in the form of
the Bonds of the Third 1998 Series set forth in Section 1.01
hereof; provided, however, that no such redemption shall be
made (except in connection with any consolidation or merger
with any corporation other than an affiliate of the Company
in which the Company shall not be the surviving corporation,
or transfer or sale of all or substantially all of the
property of the Company to any corporation other than an
affiliate of the Company), directly or indirectly as a part
of, or in anticipation of, any refunding operation involving
the incurring of indebtedness which has an effective interest
cost to the Company (calculated after adjustment, in
accordance with generally accepted financial practice, for
any premium received or discount granted in connection with
the indebtedness being incurred in such refunding operation)
of less than the effective interest cost to the Company of
the Bonds of the Third 1998 Series; and
(b) upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth under the heading "Special Redemption Price" in the
tabulation in the form of the Bonds of the Third 1998 Series
set forth in Section 1.01 hereof, either,
(i) through the application of cash deposited with
the Trustee for the replacement fund provided for in
Section 4.04 of the Original Indenture and in Section 1.03
hereof, or
(ii) through the application pursuant to Section 8.05
of the Original Indenture of any trust moneys held by the
Trustee received from the proceeds of property sold or
taken pursuant to the provisions of Section 7.04 of the
Original Indenture,
together in any case with interest accrued thereon to the
date fixed for redemption, upon not less than thirty days'
nor more than ninety days' notice given by first class mail,
postage prepaid, to the holder of record at the date of such
notice of each Bond of the Third 1998 Series affected, at his
address as shown on the books of the Company. Such notice
shall be sufficiently given if deposited in the United States
mail postage prepaid within such period. Neither the failure
to mail such notice, nor any defect in any notice so mailed
to any such holder, shall affect the sufficiency of such
notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all
other conditions and provisions of the Indenture not
inconsistent herewith.
SECTION 1.03. Replacement Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the
Company hereby covenants that, so long as any of the Bonds of
the Third 1998 Series shall remain outstanding, (a) the
covenants made by the Company in Section 4.04 of the Original
Indenture shall continue in full force and effect and (b)
Bonds delivered, redeemed or purchased pursuant to said
Section 4.04 and any amount of available Bond credits and all
available Montaup Securities used as a credit in Item 8 of
any replacement fund certificate shall be deemed to be
funded, unless and until the same shall have been reinstated
as provided in said Section 4.04 or in Section 2.07 of the
Original Indenture.
SECTION 1.04. Restriction on Payment of Dividends on
Common Stock. The Company covenants that, so long as any
Bonds of the Third 1998 Series remain outstanding, it will
not (a) declare or pay any dividend or make any distribution
on any shares of Common Stock (other than dividends payable
in Common Stock of the Company) or (b) directly or indirectly
through a subsidiary make any expenditures for the purchase,
redemption or other retirement for a consideration of any
shares of Common Stock of the Company (other than in exchange
for, or from the proceeds of, other and new shares of Common
Stock of the Company), if the aggregate amount of all such
dividends, distributions and expenditures made after January
31, 1953 would exceed the aggregate amount of the Company's
net income available for dividends on its Common Stock,
accumulated after January 31, 1953.
Net income of the Company available for dividends on its
Common Stock for the purpose of this Section 1.04 shall be
defined as in the second paragraph of Section 1.05 of the
First Supplemental Indenture as modified by Section 7.02 of
the Eleventh Supplemental Indenture.
Nothing in this Section 1.04 shall affect the restrictions
imposed by similar provisions in any previous Supplemental
Indenture for the benefit of Bonds of any series.
SECTION 1.05. Minimum Provision for Depreciation.
Notwithstanding the provisions of Section 1.35 of the
Original Indenture, the Company hereby covenants that the
term "minimum provision for depreciation" shall have the
meaning specified in such Section so long as any of the Bonds
of the Third 1998 Series shall remain outstanding.
SECTION 1.06. Continuation of Effectiveness of Term
"funded". Property additions, net additions, Bonds and
Montaup Securities which have or shall become funded to the
extent provided in Paragraphs (1), (2), (3) and (4) of
Section 1.36 of the Original Indenture as modified by Section
7.01 of the Eleventh Supplemental Indenture shall continue to
be funded except to the extent that any provision of the
Original Indenture or of any supplemental indenture expressly
provides that property additions, net additions, Bonds or
Montaup Securities shall be funded only so long as Bonds of
particular series shall remain outstanding.
SECTION 1.07. Duration of Effectiveness of Article One.
This Article shall be in force and effect only so long as any
of the Bonds of the Third 1998 Series are outstanding.
ARTICLE TWO
PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING
SECTION 2.01. The total aggregate principal amount of
First Mortgage and Collateral Trust Bonds of the Company
issued and outstanding and presently to be issued and
outstanding under the provisions of and secured by the
Indenture will be Two Hundred Forty-Five Million Dollars
($245,000,000), namely Five Million Dollars ($5,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 4 1/2% Series due 1993 now issued and outstanding, Ten
Million Dollars ($10,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 8.90% Series due
1995/Secured Medium Term Notes now issued and outstanding,
Seven Million Dollars ($7,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 6 1/2% Series due 1997
now issued and outstanding, Forty Million Dollars
($40,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 9 7/8% Series due 1998 now issued and
outstanding, Twenty Million Dollars ($20,000,000) principal
amount of First Mortgage and Collateral Trust Bonds, 5 7/8%,
Second Series due 1998 now issued and outstanding, Forty
Million Dollars ($40,000,000) principal amount of First
Mortgage and Collateral Trust Bonds 5 3/4% Third Series
presently to be issued and outstanding, Eight Million Dollars
($8,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 7 7/8% Series due 2002 now issued and
outstanding, Thirty-Five Million Dollars ($35,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 7.78% Second Series due 2002/Secured Medium Term Notes
now issued and outstanding, and Forty Million Dollars
($40,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 6 7/8% Series due 2003 now issued and
outstanding, Forty Million Dollars ($40,000,000) principal
amount of First Mortgage and Collateral Trust Bonds, 8%
Series due 2023 now issued and outstanding. Additional Bonds
of the 1993 Series, the 1995 Series, the 1998 Series, the
Second 1998 Series, the Third 1998 Series, the 1999 Series,
the 2002 Series, the Second 2002 Series, the Second 2003
Series, and the 2023 Series, and of any other series
established after the execution and delivery of this
Twenty-Fifth Supplemental Indenture may from time to time be
authenticated, delivered and issued pursuant to the terms of
the Indenture.
SECTION 2.02. Bonds of the Third 1998 Series in the
aggregate principal amount of Forty Million Dollars
($40,000,000) may forthwith, upon the execution and delivery
of this Twenty-Fifth Supplemental Indenture, or from time to
time thereafter, and upon compliance by the Company with the
provisions of Section 5.02 and any or all of Sections 5.03,
5.04, 5.05 and 5.06 of the Original Indenture, be executed by
the Company and delivered to the Trustee and shall thereupon
be authenticated and delivered by the Trustee to or upon the
written order of the Company.
ARTICLE THREE
MISCELLANEOUS
Section 3.01. This Twenty-Fifth Supplemental Indenture is
executed and shall be construed as an indenture supplemental
to the Original Indenture, as supplemented and modified, and
shall form a part thereof, and the Original Indenture, as
heretofore supplemented and modified (to the extent and when
and as the same shall become and be effective as provided in
the respective modifying supplemental indentures) and as
hereby supplemented is hereby confirmed. Except to the
extent inconsistent with the express terms thereof, all of
the provisions, terms, covenants and conditions of the
Original Indenture, as supplemented and modified, shall be
applicable to the Bonds of the Third 1998 Series, to the same
extent as if specifically set forth herein. All terms used
in this Twenty-Fifth Supplemental Indenture shall be taken to
have the same meaning as in the Original Indenture, as
supplemented and modified, except in cases where the context
clearly indicates otherwise.
SECTION 3.02. All recitals in this Twenty-Fifth
Supplemental Indenture are made by the Company only and not
by the Trustee; and all of the provisions contained in the
Original Indenture in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as
if set forth herein in full.
SECTION 3.03. The Company covenants that it is lawfully
seized and possessed at the date of execution of this
Twenty-Fifth Supplemental Indenture of all the trust estate
described in this Twenty-Fifth Supplemental Indenture, except
as specifically otherwise stated in this Twenty-Fifth
Supplemental Indenture, and that all the trust estate so
described is free and clear of any lien other than the lien
of the Indenture and permitted encumbrances; that the Company
will warrant and forever defend all the trust estate so
described to the Trustee against the claims of all persons
whomsoever except as in the Indenture specifically otherwise
stated; that it will maintain and preserve the lien of the
Indenture so long as any of the Bonds issued under the
Indenture are outstanding; and that it has good right and
lawful authority to subject all the trust estate so described
to the lien of the Indenture as provided in and by the
Original Indenture, as heretofore supplemented and modified
and as supplemented by this Twenty-Fifth Supplemental
Indenture.
SECTION 3.04. This Twenty-Fifth Supplemental Indenture
may be executed in several counterparts, and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts, or as many of them as
the Company and the Trustee shall preserve undestroyed, shall
together constitute but one and the same instrument.
SECTION 3.05. Although this Twenty-Fifth Supplemental
Indenture is dated for convenience and for the purpose of
reference as of July 1, 1993, the actual date or dates of
execution by the Company and by the Trustee are as indicated
by their respective acknowledgments hereto annexed.
ARTICLE FOUR
SCHEDULE OF PROPERTY ACQUIRED SINCE DATE OF THE
TWENTY-FOURTH SUPPLEMENTAL INDENTURE
None.
IN WITNESS WHEREOF, Eastern Edison Company has caused this
Twenty-Fifth Supplemental Indenture to be signed in its
corporate name and behalf by its President, either of its
Vice Chairmen or one of its Vice Presidents and its corporate
seal to be hereunto affixed and attested by its Treasurer,
and State Street Bank and Trust Company in token of its
acceptance of the trust hereby created has caused this
Twenty-Fifth Supplemental Indenture to be signed in its
corporate name and behalf by one of its Assistant Vice
Presidents, and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant
Secretaries, all as of the day and year first above written.
EASTERN EDISON COMPANY
By /s/ Richard M. Burns
Vice President
Attest:
/s/ Clifford J. Hebert, Jr.
Treasurer (CORPORATE SEAL)
STATE STREET BANK AND TRUST
COMPANY
By /s/ Daniel Golden
Assistant Vice
President
Attest:
/s/ Andrew M. Sinasky
Assistant Secretary (CORPORATE SEAL)
*n*
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 21st day of July, 1993 before me
appeared Richard M. Burns and Clifford J. Hebert, Jr., to me
personally known, who, being by me duly sworn, did say that
they are a Vice President and a Treasurer, respectively, of
Eastern Edison Company, and that the seal affixed to the
foregoing instrument is the corporate seal of said
Corporation, and that the said instrument was signed and
sealed by them on behalf of said Corporation by authority of
its Board of Directors, and each of said officers
acknowledged said instrument to be the free act and deed of
said Corporation.
/s/ Cheryl Ann Nobile
Notary Public
My Commission Expires 3/20/98
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 21st day of July, 1993 before me
appeared Daniel Golden and Andrew M. Sinasky, to me
personally known, who being by me duly sworn, did say that
they are an Assistant Vice President and an Assistant
Secretary, respectively, of State Street Bank and Trust
Company, and that the seal affixed to the foregoing
instrument is the corporate seal of said Trust Company, and
that the said instrument was signed and sealed by them on
behalf of said Trust Company by authority of its Board of
Directors and each of said officers acknowledged said
instrument to be the free act and deed of said Trust Company.
/s/ Cheryl Anne Nobile
Notary Public
My Commission Expires 3/20/98
(Notarial Seal)
*n*
Assistant Clerk's Certificate
Certifying Votes Responsive
to Subsection B of 5.02 and
Section 18.01 of the Indenture
EASTERN EDISON COMPANY
I, Richard M. Burns, DO HEREBY CERTIFY that I am an
Assistant Clerk of Eastern Edison Company (hereinafter called
the "Corporation"), a Massachusetts corporation, and that
attached hereto are true, correct and complete copies of
certain votes duly adopted by the Board of Directors of the
Corporation at Meetings of said Board duly convened and held
on February 23, 1993 and on July 20, 1993, at each of which
meetings a quorum for the transaction of business was present
and acting throughout.
I further certify that said votes have not been amended
or revoked and that the same are now in full force and
effect.
WITNESS my hand and the seal of said Corporation, this
21st day of July, 1993.
___________________________
Richard M. Burns
Assistant Clerk
(SEAL)
*n*
VOTES TAKEN AT A MEETING OF THE BOARD OF DIRECTORS OF
EASTERN EDISON COMPANY HELD ON FEBRUARY 23, 1993
VOTED - that the Chairman of the Board, the Vice
Chairman of the Board, the President, any Vice President, the
Treasurer or the Assistant Treasurer (the "Authorized
Officers") of this Corporation be, and each of them hereby
are, authorized (a) to issue and sell, or cause to be issued
and sold, on behalf of this Corporation, from time to time,
on a competitive bid or negotiated basis, up to $215,000,000
aggregate principal amount of any combination of one or more
new series of First Mortgage and Collateral Trust Bonds,
medium term securities (consisting of one or more series of
first mortgage bonds or unsecured notes), unsecured notes and
tax-exempt pollution control revenue bonds (collectively
referred to hereinafter as the "Debt") and one or more series
of new classes of cumulative Preferred Stock (the "New
Preferred Stock") up to an aggregate of 400,000 shares, each
such share to have a par value of $100 per share and all such
shares to have an aggregate par value of $40,000,000, (b) to
execute and deliver on behalf of this Corporation loan and
trust agreements, letters of credit, reimbursement
agreements, remarketing agreements or any other agreement or
instrument necessary or appropriate to effect the issuance
and sale of such tax-exempt pollution control revenue bonds
the proceeds of which will be loaned to this Corporation and
(c) to use the proceeds from the sale of the Debt and the New
Preferred Stock for (i) the retirement or redemption of
outstanding long-term debt and preferred stock and any
premiums paid in connection with such retirements and
redemptions, (ii) the repayment of short-term borrowings,
(iii) the payment of underwriting expenses and other issuance
expenses and (iv) for general corporate purposes including
(a) payment for construction of capital additions and
improvements to plant and system, (b) working capital needs
and the repayment of short-term borrowings incurred for such
purposes, and (c) sinking fund payments and the retirement or
redemption of outstanding securities; and that the Authorized
Officers be, and each of them hereby is, authorized and
empowered by and on behalf of this Corporation to execute and
file such other appropriate documents as the officer signing
any such documents may deem necessary or desirable, for
requisite authority for the issuance and sale of the Debt,
the New Preferred Stock and related transactions.
VOTED - that the execution and filing of an amended
application by the Authorized Officers of this Corporation in
the form presented at this meeting with the Massachusetts
Department of Public Utilities (the "MDPU") requesting
authorization to issue and sell the New Preferred Stock and
up to $175,000,000 of the Debt as set forth in said
application be and hereby is, ratified, approved and
confirmed.
VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to file an application relating to the
issuance and sale of the remaining $40,000,000 of the Debt
with the MDPU, in such form as the signing officer deems
necessary or appropriate; and that the Authorized Officers
be, and each of them hereby is, authorized and empowered by
and on behalf of this Corporation to execute and file such
other appropriate documents, together with any and all such
amendments to such application as the officer signing such
amendment deems necessary or appropriate for requisite
authority for the issuance and sale of the $40,000,000 of the
Debt and related transactions.
VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to file an application-declaration on Form
U-1 relating to the issuance and sale of all or a portion of
the Debt and the New Preferred Stock with the Securities and
Exchange Commission (the "SEC") under the Public Utility
Holding Company Act of 1935, as amended, in such form as the
signing officer deems necessary or appropriate; and that the
Authorized Officers be, and each of them hereby is,
authorized and empowered by and on behalf of this Corporation
to execute and file such other appropriate documents,
together with any and all such amendments to such
application-declaration as the officer signing such amendment
deems necessary or appropriate for requisite authority for
the issuance and sale of the Debt, the New Preferred Stock
and related transactions.
VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to execute and file one or more registration
statements with the SEC (the "Registration Statements") to
provide for the issuance and sale of all or any portion of
the Debt and the New Preferred Stock, in such form as the
signing officer or officers deem necessary or appropriate;
that the execution thereof by the Authorized Officers, as
required by the Rules and Regulations of the SEC, be, and
hereby is, authorized and approved; provided, however, that
the Authorized Officers be, and each of them hereby is,
authorized to sign said Registration Statements (whether on
behalf of this Corporation, or as an officer or otherwise)
through Donald G. Pardus, John R. Stevens, Richard M. Burns
and Clifford J. Hebert, Jr., or any of them, as duly
authorized attorneys or attorney; that the Authorized
Officers be, and each of them hereby is, authorized and
empowered by and on behalf of this Corporation and
individually as officers to execute in like manner such
further amendments to said Registration Statements as may be
required or deemed by them advisable and to cause the same to
be filed with the SEC; provided that each Authorized Officer
be, and hereby is, authorized to sign any such amendments
(whether on behalf of this Corporation, or as an officer or
otherwise) through Donald G. Pardus, John R. Stevens, Richard
M. Burns and Clifford J. Hebert, Jr., or any of them, as duly
authorized attorneys or attorney.
VOTED - that John R. Stevens and Clifford J. Hebert, Jr.
be, and each of them hereby is, designated as agent for
service with respect to the Registration Statements with all
the powers provided in the Rules and Regulations of the SEC
with respect to agents for service.
VOTED - that the firm of McDermott, Will & Emery of
Boston, Massachusetts, be employed as principal counsel by
this Corporation to act for it in all matters in connection
with the proposed issue and sale of the Debt and the New
Preferred Stock, including giving any opinion or opinions as
to titles to real estate and as to franchises of this
Corporation which may appear desirable in connection with the
proposed issue and sale of the Debt and New Preferred Stock.
VOTED - that the following individuals hereby are
elected to a Special Committee, a majority of which shall
have the powers of this Corporation's Board of Directors with
respect to all aspects of the issuance and sale of the Debt
and the New Preferred Stock when the Board is not in session,
including approval of the pricing and all other terms and
conditions under which the Debt shall be issued and the
approval of, and grant of authority to the officers of this
Corporation to execute, any and all documents and instruments
or to do such other acts and things necessary for (i) the
issuance and sale of the Debt and the New Preferred Stock and
(ii) the retirement or redemption of this Corporation's
outstanding debt and preferred stock in accordance with the
terms of such debt and preferred stock for the purposes of
refinancing such debt and preferred stock:
Donald G. Pardus
Donald H. Ramsbottom
John R. Stevens
VOTED - that the officers of this Corporation be, and
each them hereby is, authorized to execute all such
agreements and other instruments, make all such payments, and
do all such other acts and things as in their opinion or in
the opinion of any of them may be necessary or desirable in
order to carry out the intent and purposes of the foregoing
votes, including, without limitation, (i) the giving of the
Corporation's agreement as called for by the second paragraph
of Article VI of the Montaup contract, so called, dated
September 11, 1923, as amended, the present parties to which
are Montaup Electric Company, Blackstone Valley Electric
Company and this Corporation, in connection with the proposed
increase of this Corporation's investment in Montaup Electric
Company and (ii) the pledging of any additional securities of
Montaup Electric Company, when acquired by this Corporation,
to State Street Bank and Trust Company, as Trustee under this
Corporation's Indenture of First Mortgage and Deed of Trust
dated as of September 1, 1948 as supplemented and modified,
securing this Corporation's First Mortgage and Collateral
Trust Bonds.
*n*
VOTES TAKEN AT A MEETING OF
THE BOARD OF DIRECTORS
OF EASTERN EDISON COMPANY
HELD ON JULY 20, 1993
1. VOTED - that this Corporation enter into a Purchase
Agreement among this Corporation, Salomon Brothers Inc and
PaineWebber Incorporated (the "Purchase Agreement") to be
substantially on the terms and conditions presented to this
Committee with such changes as the Chairman of the Board, the
Vice Chairman of the Board, the President, any Vice
President, the Treasurer, the Assistant Treasurer, the Clerk
or the Assistant Clerk (the "Authorized Officers") executing
such Purchase Agreement deems necessary or appropriate.
2. VOTED - that this Corporation shall enter into that
certain Twenty-Fifth Supplemental Indenture (the
"Supplemental Indenture") between this Corporation and State
Street Bank and Trust Company, as trustee (the "Trustee"),
supplementing the Indenture of First Mortgage and Deed of
Trust dated as of September 1, 1948 (the "Mortgage") between
this Corporation and the Trustee, as previously supplemented
and modified, such Supplemental Indenture to be in
substantially the form presented to this Committee with such
changes therein as may be determined by the officer or
officers executing the same on behalf of this Corporation to
be necessary or convenient and in the best interests of this
Corporation.
3. VOTED - that this Corporation shall issue and sell
pursuant to the Purchase Agreement up to an aggregate
principal amount of $40,000,000 of First Mortgage and
Collateral Trust Bonds (the "First Mortgage Bonds"), in one
series with a maturity of not longer than five years from the
date of issuance; such First Mortgage Bonds to be issued
under the Supplemental Indenture, and to be in substantially
the form, and upon substantially the terms and conditions,
provided for in the Supplemental Indenture with such changes
therein as may be determined by the officer or officers
executing the same on behalf of this Corporation to be
necessary or convenient and in the best interests of this
Corporation.
4. VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation, to fix the interest rate at which such
First Mortgage Bonds referred to in the preceding vote may be
sold to the purchasers thereof at 5 3/4%; provided further,
that this Corporation will not undertake to issue or sell the
First Mortgage Bonds if it does not believe that the
estimated net present value of the interest cost savings to
be derived from the net difference between interest on the
First Mortgage Bonds and any outstanding securities to be
redeemed or retired with the proceeds from the First Mortgage
Bonds would, on an after-tax basis, be greater than the
present value of all redemption and issuance costs, including
any tendering and premium costs and credit enhancement
expenses, assuming an appropriate discount rate.
5. VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to execute, seal with this Corporation's
seal, acknowledge, attest, file, register, record and deliver
the Purchase Agreement and the First Mortgage Bonds referred
to in the preceding votes, such execution and delivery of
such documents by such officers to evidence conclusively for
all purposes that the Purchase Agreement and the First
Mortgage Bonds are authorized by these votes.
6. VOTED - that State Street Bank and Trust Company, N.A.
hereby is designated as paying agent for the First Mortgage
Bonds.
7. VOTED - that Authorized Officers be and each of them
hereby is authorized and empowered by and on behalf of this
Corporation to redeem or retire all or any part of this
Corporation's outstanding securities in accordance with the
terms thereof and that each of the Authorized Officers is
hereby further authorized and empowered to execute any and
all documents which they or any of them deem necessary or
advisable to effect the transactions set forth in this vote,
such execution to be conclusive evidence of approval of the
actions of the Authorized Officers.
8. VOTED - that Authorized Officers be and each of them
hereby is authorized and empowered by and on behalf of this
Corporation to use (i) the proceeds from the issuance of the
First Mortgage Bonds authorized in the preceding votes and
(ii) other available cash to make the redemptions or
retirements of the outstanding securities of this Corporation
referred to in the foregoing vote, and that each of the
Authorized Officers is hereby further authorized and
empowered to execute any and all documents which they or any
of them deem necessary or advisable to effect the
transactions set forth in this vote, such execution to be
conclusive evidence of approval of the actions of the
Authorized Officers.
9. VOTED - that the Authorized Officers of this
Corporation be, and each them hereby is, authorized to
execute all such agreements and other instruments, make all
such payments, and do all such other acts and things as in
their opinion or in the opinion of any of them may be
necessary or desirable in order to carry out the intent and
purposes of the foregoing votes.
*n*
STATE STREET BANK AND TRUST COMPANY
BOSTON, MASSACHUSETTS, 02101
Certified Excerpt from Vote of Board of Directors
VOTED: That officers and employees of STATE STREET BANK
AND TRUST COMPANY are hereby authorized to
exercise powers as hereinafter specified:
4. To accept, execute, seal, acknowledge and
deliver mortgages, indentures or other
instruments, running to this Company as
trustee or in any other fiduciary capacity
to secure bonds, notes or other obligations
The Chairman of the Board
A Vice Chairman of the Board
The Chairman of the Executive Committee
The President
An Executive Vice President
A First Vice President
A Senior Vice President
A Vice President
The Treasurer
The Secretary
An Assistant Vice President
I hereby certify that the foregoing is a true excerpt from a
vote unanimously passed at a meeting of the Board of
Directors of STATE STREET BANK AND TRUST COMPANY duly called
and held on April14, 1961, as amended to date.
I further certify that said vote, as so amended, is in full
force and effect and that the person listed below was duly
elected and held the above respective office on the date this
instrument was executed.
Name Ti
tle
Signature
Daniel Golden Assistant Vice President /s/ Daniel Golden
ATTEST: /s/ Clare M. O'Brien
Assistant Secretary
Date: July 21, 1993
*n*
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss
.:
At Boston on this 21st day of
July 1993 before me appeared Richard M. Burns, to me
personally known, who, being by me duly sworn, did say that
he is the Assistant Clerk of Eastern Edison Company, and that
the seal affixed to the foregoing certificate is the
corporate seal of said Corporation, and that the said
certificate was signed and sealed by him on behalf of said
Corporation by authority of its Board of Directors, and said
Assistant Clerk acknowledged said certificate to be the free
act and deed of said Corporation.
/s/ Cheryl Ann Nobile
Notary Public
My Commission Expires:
3/20/98
(Notarial Seal)
Received & Recorded July 23, 1993 at 12 hrs. 16 min. P.M.
Attest: /s/ John Gomes, Register
31584\052\big-ed.03
EXHIBIT C-35
EASTERN EDISON COMPANY
TO
STATE STREET BANK AND TRUST COMPANY
(formerly State Street Trust Company)
BOSTON, MASSACHUSETTS,
Trustee
TWENTY-FIFTH SUPPLEMENTAL INDENTURE
Dated as of July 1, 1993
Supplementing the Indenture of First Mortgage
And Deed of Trust Dated As Of
September 1, 1948
This is a Mortgage of Personal Property as well as a
Mortgage upon Real Estate.
*n*
THIS TWENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of
July 1, 1993 between Eastern Edison Company (formerly named
Brockton Edison Company), as Debtor (its Federal tax number
being 04-1123095), a corporation organized and existing under
the laws of The Commonwealth of Massachusetts and having its
principal place of business and mailing address at 110
Mulberry Street in the City of Brockton in said Commonwealth
(hereinafter sometimes called the "Company"), party of the
first part, and State Street Bank and Trust Company (formerly
State Street Trust Company and hereinafter sometimes called
the "Trustee"), as Secured Party (its Federal tax number
being 04-1867445), a corporation duly organized and existing
under the laws of The Commonwealth of Massachusetts, having
its principal office andmailing address at 225 Franklin
Street, Boston, Massachusetts 02110, party of the second
part.
WHEREAS, the Company has heretofore executed and
delivered to the Trustee an Indenture of First Mortgage and
Deed of Trust dated as of September 1, 1948 (hereinafter
called the "Original Indenture") to secure, as provided
therein, its bonds (in the Original Indenture and herein
called the "Bonds"), not limited except as provided in
Section 3.01 of the Original Indenture, to be known generally
as its "First Mortgage and Collateral Trust Bonds", and to be
issued in one or more series as provided in the Original
Indenture; and
WHEREAS, the Company has heretofore executed and
delivered to the Trustee twenty-four indentures supplemental
to the Original Indenture as follows: a First Supplemental
Indenture dated as of February 1, 1953 (hereinafter sometimes
called the "First Supplemental Indenture"), a Second
Supplemental Indenture dated as of May 1, 1954 (hereinafter
sometimes called the "Second Supplemental Indenture"), a
Third Supplemental Indenture dated as of June 1, 1955
(hereinafter sometimes called the "Third Supplemental
Indenture"), a Fourth Supplemental Indenture dated as of
September 1, 1957 (hereinafter sometimes called the "Fourth
Supplemental Indenture"), a Fifth Supplemental Indenture
dated as of April 1, 1959 (hereinafter sometimes called the
"Fifth Supplemental Indenture"), a Sixth Supplemental
Indenture dated as of October 1, 1963 (hereinafter sometimes
called the "Sixth Supplemental Indenture"), a Seventh
Supplemental Indenture dated as of June 1, 1969 (hereinafter
sometimes called the "Seventh Supplemental Indenture"), an
Eighth Supplemental Indenture dated as of July 1, 1972
(hereinafter sometimes called the "Eighth Supplemental
Indenture"), a Ninth Supplemental Indenture dated as of
September 1, 1973 (hereinafter sometimes called the "Ninth
Supplemental Indenture"), a Tenth Supplemental Indenture
dated as of October 1, 1975 (hereinafter sometimes called the
"Tenth Supplemental Indenture"), an Eleventh Supplemental
Indenture dated as of January 1, 1979 (hereinafter sometimes
called the "Eleventh Supplemental Indenture"), a Twelfth
Supplemental Indenture dated as of October 1, 1980
(hereinafter sometimes called the "Twelfth Supplemental
Indenture"), a Thirteenth Supplemental Indenture dated as of
July 1, 1981 (hereinafter sometimes called the "Thirteenth
Supplemental Indenture"), a Fourteenth Supplemental Indenture
dated as of June 1, 1982 (hereinafter sometimes called the
"Fourteenth Supplemental Indenture"), a Fifteenth
Supplemental Indenture dated as of May 1, 1983 (hereinafter
sometimes called the "Fifteenth Supplemental Indenture"), a
Sixteenth Supplemental Indenture dated as of September 1,
1984 (hereinafter sometimes called the "Sixteenth
Supplemental Indenture"), a Seventeenth Supplemental
Indenture dated as of July 1, 1986 (hereinafter sometimes
called the "Seventeenth Supplemental Indenture"), an
Eighteenth Supplemental Indenture dated as of June 1, 1987
(hereinafter sometimes called the "Eighteenth Supplemental
Indenture"), a Nineteenth Supplemental Indenture dated as of
November 1, 1987 (hereinafter sometimes called the
"Nineteenth Supplemental Indenture"), a Twentieth
Supplemental Indenture dated as of May 1, 1988 (hereinafter
sometimes called the "Twentieth Supplemental Indenture"), a
Twenty-First Supplemental Indenture dated as of September 1,
1988 (hereinafter sometimes called the "Twenty-First
Supplemental Indenture"), a Twenty-Second Supplemental
Indenture dated as of December 1, 1990 (hereinafter sometimes
called the "Twenty-Second Supplemental Indenture"), a Twenty-
Third Supplemental Indenture dated as of July 1, 1992
(hereinafter sometimes called the "Twenty-Third Supplemental
Indenture") and a Twenty-Fourth Supplemental Indenture dated
as of May 1, 1993 (hereinafter sometimes called the Twenty-
Fourth Supplemental Indenture) (the Original Indenture, as
supplemented and modified by the First Supplemental
Indenture, the Eighth Supplemental Indenture, the Ninth
Supplemental Indenture, the Tenth Supplemental Indenture and
the Eleventh Supplemental Indenture and as supplemented by
the Second Supplemental Indenture, the Third Supplemental
Indenture, the Fourth Supplemental Indenture, the Fifth
Supplemental Indenture, the Sixth Supplemental Indenture, the
Seventh Supplemental Indenture, the Twelfth Supplemental
Indenture, the Thirteenth Supplemental Indenture, the
Fourteenth Supplemental Indenture, the Fifteenth Supplemental
Indenture, the Sixteenth Supplemental Indenture, the
Seventeenth Supplemental Indenture, the Eighteenth
Supplemental Indenture, the Nineteenth Supplemental
Indenture, the Twentieth Supplemental Indenture, the
Twenty-First Supplemental Indenture, the Twenty-Second
Supplemental Indenture, the Twenty-Third Supplemental
Indenture, the Twenty-Fourth Supplemental Indenture and this
Twenty-Fifth Supplemental Indenture, being herein sometimes
called the "Indenture"); and
WHEREAS, pursuant to the Original Indenture, as
heretofore supplemented and modified, there have been
executed, authenticated, delivered and issued and there are
now outstanding First Mortgage and Collateral Trust Bonds of
series and in principal amounts as follows:
Title Issued
Outstanding
4 1/2% Series due 1993 . . . . . 5,000,000
8.90% Series due 1995/Secured
Medium Term Notes . . . . 10,000,000
6 1/2% Series due 1997 . . . . . 7,000,000
9 7/8% Series due 1998 . . . . . 40,000,000
5 7/8% Second Series due 1998. . 20,000,000
7 7/8% Series due 2002 . . . . . 8,000,000
7.78% Second Series due 2002/
Secured Medium Term Notes 35,000,000
6 7/8% Second Series due 2003. . 40,000,000
8 % Series due 2023 . . . . . 40,000,000
and
WHEREAS, the Board of Directors of the Company has
established under Section 3.02 of the Original Indenture, a
new series of Bonds, to be designated First Mortgage and
Collateral Trust Bonds, 5 3/4% Third Series due 1998
(hereinafter referred to as the "Bonds of the Third 1998
Series"), and has authorized the issue of said Bonds of the
Third 1998 Series in the aggregate principal amount of Forty
Million Dollars ($40,000,000), pursuant to the provisions of
Article Two of this Twenty-Fifth Supplemental Indenture; and
WHEREAS, Article Eighteen of the Original Indenture
provides, among other things, that the Company, when
authorized by a resolution of the Board of Directors, and the
Trustee, from time to time and at any time, subject to the
restrictions in the Indenture contained, may, and when so
required by the Indenture, shall, enter into indentures
supplemental to the Original Indenture and which thereafter
shall form a part thereof, for the purposes, among others, of
(a)providing for the creation of a series of Bonds,
designating the series to be created and specifying the form
and provisions of the Bonds of such series, (b)adding to the
Indenture other covenants and agreements to be thereafter
observed by the Company, and (c)mortgaging, pledging,
conveying, transferring or assigning to the Trustee, and
subjecting to the lien of the Indenture, additional
properties acquired by the Company; and
WHEREAS, the Board of Directors of the Company (pursuant
to authority granted by the stockholders of the Company
entitled to vote thereon) by resolutions duly adopted
authorized the execution of this Twenty-Fifth Supplemental
Indenture for the purpose of (a) creating the Bonds of the
Third 1998 Series, designating the series created and
specifying the form and the provisions of the Bonds of such
series, (b) adding to the Indenture certain covenants and
agreements to be hereafter observed by the Company, and (c)
subjecting to the lien of the Indenture additional properties
acquired by the Company;
WHEREAS, all acts and proceedings required by law and by
the Certificate of Organization and Certificate of
Incorporation and by-laws of the Company necessary to secure
the payment of the principal of and interest and premium, if
any, on the Bonds of the Third 1998 Series, to make the Bonds
of the Third 1998 Series to be issued hereunder, when
executed by the Company, authenticated and delivered by the
Trustee and duly issued, the valid, binding and legal
obligations of the Company, and to constitute the Indenture a
valid and binding mortgage for the security of the Bonds, in
accordance with its and their terms, have been done and
taken; and the execution and delivery of this Twenty-Fifth
Supplemental Indenture and the issue of the Bonds of the
Third 1998 Series, have been in all respects duly authorized:
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order
to secure the payment of the principal of and premium, if
any, and interest on all Bonds at any time issued and
outstanding under the Indenture, according to their tenor,
purport and effect, to confirm the lien of the Indenture upon
the mortgaged property mentioned therein including any and
all property purchased, constructed or otherwise acquired by
the Company since the date of execution of the Original
Indenture and to secure the performance and observance of all
the covenants and conditions in the Bonds and in the
Indenture contained, and to declare the terms and conditions
upon and subject to which the Bonds of the Third 1998 Series
are to be issued and secured, and for and in consideration of
the premises and of the mutual covenants herein contained and
of the purchase and acceptance of the Bonds of the Third 1998
Series by the holders thereof, and of the sum of $10 duly
paid to the Company by the Trustee, at or before the
ensealing and delivery hereof, and for other valuable
consideration, the receipt whereof is hereby acknowledged,
the Company has executed and delivered this Twenty-Fifth
Supplemental Indenture, and by these presents, does grant,
bargain, sell, alien, remise, release, convey, assign,
transfer, mortgage, pledge, set over and confirm unto State
Street Bank and Trust Company, Trustee, its successors in
trust and its and their successors and assigns, all the
property, rights, privileges and franchises (other than
excepted property) of the character described in the Granting
Clauses of the Original Indenture now owned of record or
otherwise by the Company, whether or not constructed or
acquired since the date of execution of the Original
Indenture or which may hereafter be constructed or acquired
by it, including without limiting the generality of the
foregoing the property described in Article Four hereof, if
any, but subject to all exceptions, reservations and matters
of the character therein referred to, and expressly excepting
and excluding from the lien and operation of the Indenture
all properties of the character specifically excepted by
Paragraphs B through H of Granting Clause VII of the Original
Indenture and all property released or otherwise disposed of
pursuant to the provisions of the Indenture.
If, upon the happening of any default as defined in
Article Twelve of the Original Indenture, the Trustee or a
receiver or trustee shall enter upon and take possession of
the trust estate, the Trustee or such receiver or trustee
may, to the extent permitted by law, at the same time
likewise take possession of any and all of the property of
the character specifically excepted under the heading
"Excepted Property" of Granting Clause VII of the Original
Indenture, other than Paragraph F thereof, then on hand and
use and administer the same to the same extent as if such
property were part of the trust estate, unless and until such
default shall be remedied or waived and possession of the
trust estate restored to the Company.
TO HAVE AND TO HOLD all of the property, real, personal
and mixed, and all and singular the lands, properties,
estates, rights, franchises, privileges and appurtenances
hereby granted, bargained, sold, aliened, remised, released,
conveyed, assigned, transferred, mortgaged, pledged, set over
or confirmed, or intended so to be, unto the Trustee and its
successors in trust and to its and their successors and
assigns, forever.
BUT IN TRUST, NEVERTHELESS, for the equal and
proportionate use, benefit, security and protection of those
who from time to time shall hold the Bonds and coupons, or
any of them, authenticated and delivered under the Original
Indenture, as heretofore and hereby supplemented and
modified, and duly issued by the Company, without any
discrimination, preference or priority of any one Bond or
coupon over any other by reason of priority in the time of
issue, sale or negotiation thereof or otherwise, except as
provided in Section 12.28 of the Original Indenture, so that,
subject to said Section 12.28, each and all of said Bonds and
coupons shall have the same right, lien and privilege under
the Original Indenture, as heretofore and hereby supplemented
and modified, and shall be equally and proportionately
secured thereby and hereby (except as any sinking,
replacement or other analogous fund established in accordance
with the provisions of the Indenture may afford additional
security for the Bonds of any specific series), with the same
effect as if all of the Bonds and coupons had been issued,
sold and negotiated simultaneously on the date of the
delivery of the Original Indenture.
THE COMPANY HEREBY DECLARES that it holds and will hold
and apply all property and rights of the character described
in Paragraph F of Granting Clause VII of the Original
Indenture as specifically reserved and excepted, upon the
trusts set forth in the Original Indenture, as heretofore and
hereby supplemented and modified, and as the Trustee (or any
purchaser upon any sale of the mortgaged property) shall for
such purpose direct from time to time, to the fullest extent
permitted by law or in equity and by any instruments creating
the same, as fully as if the same could be and had been
hereby granted, conveyed, mortgaged, pledged, transferred and
assigned to and vested in the Trustee.
It is hereby covenanted, declared and agreed by and
between the parties hereto that all Bonds and coupons, if
any, are to be authenticated, delivered and issued and that
all property subject to or to become subject to the Indenture
is to be held, subject to the further covenants, conditions,
uses and trusts set forth in the Indenture, and the Company
for itself and its successors or assigns does hereby covenant
and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall
hold Bonds, or coupons, or any of them as follows:
ARTICLE ONE
Bonds of the Third 1998 Series and Certain
Provisions Relating Thereto.
Section 1.01. A. Terms of Bonds of the Third 1998 Series.
There shall be, and hereby is, created a new series of Bonds,
known as and entitled "First Mortgage and Collateral Trust
Bonds, 5 3/4% Third Series due 1998". The principal amount
of the Bonds of the Third 1998 Series shall not be limited
except as provided in Section 3.01 of the Original Indenture
and except as may be provided in any indenture supplemental
thereto.
The definitive Bonds of the Third 1998 Series shall be
issued only as registered Bonds without coupons in
denominations of $1,000 or any multiple thereof, numbered RAC
upwards.
July 27, 1993 shall be the date of the commencement of the
first interest period for Bonds of the Third 1998 Series.
All Bonds of the Third 1998 Series shall mature July 1, 1998,
and shall bear interest at the rate of 5 3/4% per annum until
the payment of the principal thereof, such interest to be
payable semi-annually on January 1 and July 1 in each year
commencing January 1, 1994. The principal of and the
premium, if any, and interest on the Bonds of the Third 1998
Series shall be paid in any coin or currency of the United
States of America which at the time of payment is legal
tender for the payment of public and private debts.
Principal of and premium, if any, on Bonds of the Third 1998
Series shall be payable at the principal corporate trust
office in the City of Boston, Commonwealth of Massachusetts,
of the Trustee, except that, in case of the redemption as a
whole at any time of the Bonds of the Third 1998 Series then
outstanding, the Company may designate in the redemption
notice other offices or agencies at which, at the option of
the registered holders, Bonds of the Third 1998 Series may be
surrendered for redemption and payment. Except as herein
provided, interest on Bonds of the Third 1998 Series shall be
payable at the principal corporate trust office in the City
of Boston, Massachusetts, of the Trustee, or at the option of
the holder, at the office or agency of the Company in the
Borough of Manhattan, City and State of New York, in each
case to the holder of record on the record date as
hereinbelow defined. Interest on the Bonds of the Third 1998
Series shall, unless otherwise directed by the respective
registered holders thereof, be paid by checks payable to the
order of the respective holders entitled thereto, and mailed
by the Trustee by first class mail, postage prepaid, to such
holders at their respective registered addresses as shown on
the Bond register for the Bonds of the Third 1998 Series.
The definitive Bonds of the Third 1998 Series may be
issued in the form of Bonds engraved, printed or lithographed
on steel engraved borders.
The person in whose name any Bond of the Third 1998 Series
is registered at the close of business on any record date (as
hereinbelow defined) with respect to any interest payment
date shall be entitled to receive the interest payable on
such interest payment date notwithstanding the cancellation
of such Bond of the Third 1998 Series upon any transfer or
exchange thereof (including any exchange effected as an
incident to a partial redemption thereof) subsequent to the
record date and prior to such interest payment date, except
that, if and to the extent that the Company shall default in
the payment of the interest due on such interest payment
date, then the registered holders of Bonds of the Third 1998
Series on such record date shall have no further right to or
claim in respect of such defaulted interest as such
registered holders on such record date, and the persons
entitled to receive payment of any defaulted interest
thereafter payable or paid on any Bonds of the Third 1998
Series shall be the registered holders of such Bonds of the
Third 1998 Series on the record date for payment of such
defaulted interest. The term "record date" as used in this
Section 1.01, and in the form of the Bonds of the Third 1998
Series, with respect to any interest payment date applicable
to the Bonds of the Third 1998 Series, shall mean the
December 15 next preceding a January 1 interest payment date
or the June 15 next preceding a July 1 interest payment date,
as the case may be, or such record date established for
defaulted interest as hereinafter provided.
In case of failure by the Company to pay any interest when
due, the claim for such interest shall be deemed to have been
transferred by transfer of any Bond of the Third 1998 Series
registered on the books of the Company, and the Company, by
not less than 10 days prior written notice to bondholders,
may fix a subsequent record date for determination of holders
entitled to payment of such interest. Such provision for
establishment of a subsequent record date, however, shall in
no way affect the rights of bondholders or of the Trustee
consequent on any default.
Except as provided in this Section 1.01, every Bond of the
Third 1998 Series shall be dated as provided in Section 3.05
of the Original Indenture. However, so long as there is no
existing default in the payment of interest on the Bonds of
the Third 1998 Series, all Bonds of the Third 1998 Series
authenticated by the Trustee between the record date for any
interest payment date and such interest payment date shall be
dated such interest payment date and shall bear interest from
such interest payment date; provided, however, that if and to
the extent that the Company shall default in the interest due
on such interest payment date, then any such Bond of the
Third 1998 Series shall bear interest from the January 1 or
July 1, as the case may be, to which interest has been paid,
unless such interest payment date is January 1, 1994, in
which case from July 27, 1993.
Notwithstanding the provisions of Section 3.11 of the
Original Indenture, for any exchange of Bonds of the Third
1998 Series for other Bonds of the Third 1998 Series of
different authorized denominations or for any transfer of
Bonds of the Third 1998 Series the Company, at its option,
may require the payment of a sum only sufficient to reimburse
it for any stamp tax or other governmental charge incident
thereto.
The Trustee hereunder shall, by virtue of its office as
such Trustee, be a paying agent of the Company for the
purpose of the payment of the principal of and premium, if
any, and interest on the Bonds of the Third 1998 Series and
the registrar and transfer agent of the Company for the
purpose of registering and transferring Bonds of the Third
1998 Series. Neither the Company nor the Trustee shall be
required to make transfers or exchanges of Bonds of the Third
1998 Series for a period of ten days next preceding any date
on which any Bonds of the Third 1998 Series are to be
designated to be redeemed and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any Bonds designated in whole for redemption or that part of
any Bond designated in part for redemption.
B. Form of Bonds of the Third 1998 Series. The Bonds of
the Third 1998 Series and the Trustee's authentication
certificate to be executed on the Bonds of said Series, shall
be in substantially the following form:
*n*
No. RAC $____________________
EASTERN EDISON COMPANY
FIRST MORTGAGE AND COLLATERAL TRUST BOND
5 3/4% THIRD SERIES DUE 1998
DUE July 1, 1998
Eastern Edison Company, a Massachusetts corporation
(hereinafter sometimes called the "Company"), for value
received, hereby promises to pay to or
registered assigns, dollars on July 1, 1998 or earlier as
hereinafter provided and to pay to said payee, or registered
assigns, interest hereon at the rate specified in the title
of this bond, from July 27, 1993, as provided in the
Twenty-Fifth Supplemental Indenture mentioned on the reverse
hereof, payable semi-annually on the first days of January
and July in each year until payment of the principal hereof.
The interest so payable upon any January 1 or July 1 will,
subject to certain exceptions described on the reverse
hereof, be paid to the person in whose name this bond is
registered at the close of business on the December 15
preceding such January 1 or the June 15 preceding such July
1, as the case may be.
Principal of, premium, if any, and interest on this bond
will be paid in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts. Principal and premium
will be payable at the principal corporate trust office in
the City of Boston, Massachusetts of the Trustee under the
Indenture mentioned on the reverse hereof, except that in
case of the redemption as a whole at any time of the bonds of
this series then outstanding, the Company may designate in
the redemption notice other offices or agencies at which, at
the option of the registered holder, this bond may be
surrendered for redemption and payment. Interest on this
bond will be payable at the principal corporate trust office
in the City of Boston, Massachusetts, of the Trustee or, at
the option of the holder hereof, at the office or agency of
the Company in the Borough of Manhattan, City and State of
New York; provided, however, that interest on this bond
shall, unless otherwise directed by the registered holder
hereof, be paid by check payable to the order of the
registered holder entitled thereto and mailed by the Trustee
by first class mail, postage prepaid to such holder at his
address as shown on the bond register for the bonds of this
series.
This bond shall not become or be valid or obligatory for
any purpose until the authentication certificate hereon shall
have been signed by the Trustee.
The provisions of this bond are continued on the reverse
hereof and such continued provisions shall for all purposes
have the same effect as though fully set forth at this place.
IN WITNESS WHEREOF, EASTERN EDISON COMPANY has caused
these presents, which are intended to take effect as a sealed
instrument, to be executed in its corporate name by the
manual or facsimile signature of its President or one of its
Vice Presidents under its corporate seal or a facsimile
thereof, attested by the manual or facsimile signature of its
Clerk or one of its Assistant Clerks, all as of the date set
forth below.
Dated:_____________________ EASTERN EDISON COMPANY
By_________________________
President
Attest
________________________
Clerk
*n*
[FORM OF REVERSE OF BOND OF THE THIRD 1998 SERIES]
This bond is one of the bonds, of the above designated
series, of an authorized issue of bonds of the Company, known
as First Mortgage and Collateral Trust Bonds, all issued or
issuable in one or more series under and equally and
proportionately secured (except insofar as any sinking fund,
replacement fund or other fund established in accordance with
the provisions of the Indenture hereinafter mentioned may
afford additional security for the bonds of any specific
series) by an Indenture of First Mortgage and Deed of Trust
dated as of September 1, 1948, executed and delivered by the
Company to State Street Trust Company (now State Street Bank
and Trust Company), Boston, Massachusetts, as Trustee (herein
with its successors under said Indenture sometimes called the
"Trustee"), as supplemented and modified by the First
Supplemental Indenture dated as of February1, 1953, by the
Eighth Supplemental Indenture dated as of July1, 1972, by
the Ninth Supplemental Indenture dated as of September1,
1973, by the Tenth Supplemental Indenture dated as of
October1, 1975 and by the Eleventh Supplemental Indenture
dated as of January1, 1979 and as supplemented by all other
indentures supplemental thereto, executed and delivered by
the Company to said Trustee, to which Indenture and all
indentures supplemental thereto to which the Trustee shall be
a party (herein sometimes called the "Indenture") reference
is hereby made for a description of the property mortgaged
and pledged as security for said bonds, the nature and extent
of the security, and the rights, duties and immunities
thereunder of the Trustee, the rights of the holders of said
bonds and of the Trustee and of the Company in respect of
such security, and the terms upon which said bonds may be
issued thereunder; but neither the foregoing reference to the
Indenture nor any provision of this bond or of the Indenture
or of any indenture supplemental thereto shall affect or
permit any impairment of the obligation of the Company, which
is absolute and unconditional, to pay at the stated or
accelerated times herein provided, the principal of and the
premium, if any, and the interest on this bond as herein
provided.
The bonds of this series are subject to redemption prior
to maturity as a whole at any time or in part from time to
time, (a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth in the tabulation
below under the heading "Regular Redemption Price" (provided,
however, that such right of redemption shall be limited as
provided in the Twenty-Fifth Supplemental Indenture); and
(b)for the replacement fund provided for in the Indenture
and by the application of proceeds of certain property
subject to the lien thereof, upon payment of the applicable
percentage of the called principal amount thereof set forth
in said tabulation under the heading "Special Redemption
Price":
If Redemption
Date is during
Twelve Months' Regular Special
Period Beginning Redemption Redemption
July 1 Price Price
1993 105.290% 100%
1994 103.978% 100%
1995 102.645% 100%
1996 101.323% 100%
1997 100.000% 100%
together in any case with interest accrued thereon to the
redemption date, upon prior notice given by first class mail,
postage prepaid, as provided in the Twenty-Fifth Supplemental
Indenture to the holders of record of each bond affected not
less than thirty days nor more than ninety days prior to the
redemption date and subject to all other conditions and
provisions of the Indenture.
If this bond or any portion thereof ($1,000 or any
multiple thereof) is duly designated for redemption, if
payment of the principal hereof or of such portion with
accrued interest and premium, if any, is provided for, and if
notice of such redemption is duly given or provided for, all
as specified in the Indenture, this bond or such portion
shall cease to be entitled to the lien of the Indenture from
and after the date such payment and notice are irrevocably so
provided for and shall cease to bear interest from and after
the date fixed for redemption.
In the event of the selection for redemption of a portion
only of the principal of this bond, payment of the redemption
price will be made only (a) upon presentation of this bond
for notation hereon of such payment of the portion of the
principal of this bond so called for redemption, or (b) upon
surrender of this bond in exchange for a bond or bonds (of
authorized denominations of the same series) for the
unredeemed balance of the principal amount of this bond. In
the event of the redemption of this bond in whole, payment of
the redemption price will be made only upon surrender of this
bond.
The Indenture contains provisions permitting the Company
and the Trustee, with the consent of the holders of not less
than sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding (determined as
provided in the Indenture) including, if more than one series
of bonds shall be at the time outstanding, not less than
sixty-six and two-thirds per cent (66 2/3%) in principal
amount of the bonds at the time outstanding of each series
affected, to effect, by an indenture supplemental to the
Indenture, modifications or alterations of the Indenture and
of the rights and obligations of the Company and of the
holders of the bonds and coupons; provided, however, that no
such modification or alteration shall be made without the
consent of the registered owner hereof which will (a) extend
the maturity of this bond or reduce the rate or extend or
otherwise change the time of payment of interest hereon or
reduce the amount of the principal hereof or reduce any
premium payable on the redemption hereof, or (b) permit the
creation of any lien, not otherwise permitted, prior to or on
a parity with the lien of the Indenture, or alter the equal
and proportionate security afforded by the lien of the
Indenture for the bonds issued thereunder, or (c) reduce the
number or percentage of the principal amount of the bonds
upon the consent of the holders of which modifications or
alterations may be made as aforesaid.
This bond is transferable by the registered owner hereof
in person or by his duly authorized attorney, on books of the
Company kept for the purpose, at the principal corporate
trust office of the Trustee upon surrender of this bond for
cancellation and upon payment, if the Company shall so
require, of the charges provided for in the Twenty-Fifth
Supplemental Indenture, sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and thereupon a new registered bond or bonds of the
same series of like aggregate principal amount will be issued
to the transferee in exchange therefor.
The registered owner of this bond at his option may
surrender the same for cancellation at said office and
receive in exchange therefor the same aggregate principal
amount of registered bonds of the same series but of other
authorized denominations, upon payment, if the Company shall
so require, of the charges provided for in the Twenty-Fifth
Supplemental Indenture sufficient to reimburse the Company
for any stamp tax or other governmental charge incident
thereto and subject to the terms and conditions therein set
forth.
Neither the Company nor the Trustee shall be required to
make transfers or exchanges of bonds of this series for a
period of ten days next preceding any designation of bonds of
said series to be redeemed, and neither the Company nor the
Trustee shall be required to make transfers or exchanges of
any bonds designated in whole for redemption or that part of
any bond designated in part for redemption. Subject to the
provisions of the Twenty-Fifth Supplemental Indenture, if
this bond is surrendered for any transfer or exchange between
the record date for any interest payment date and such
interest payment date, the new bond will be dated such
interest payment date.
The Twenty-Fifth Supplemental Indenture provides that in
the event of any default in payment of the interest due on
any interest payment date, such interest shall not be payable
to the holder of this bond on the original record date but
shall be paid to the registered holder of such bond on the
subsequent record date established for payment of such
defaulted interest.
If a default as defined in the Indenture shall occur, the
principal of this bond may become or be declared due and
payable before maturity in the manner and with the effect
provided in the Indenture. The holders, however, of certain
specified percentages of the bonds at the time outstanding,
including in certain cases specified percentages of bonds of
particular series, may in the cases, to the extent and under
the conditions provided in the Indenture, waive past defaults
thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal
of or the premium, if any, or the interest on this bond, or
for any claim based hereon or otherwise in respect hereof or
of the Indenture, against any incorporator, stockholder,
director or officer, past, present or future, as such, of the
Company or of any predecessor or successor corporation,
either directly or through the Company or such predecessor or
successor corporation, under any constitution or statute or
rule of law, or by the enforcement of any assessment or
penalty, or otherwise, all such liability of incorporators,
stockholders, directors and officers, as such, being waived
and released by the holder and owner hereof by the acceptance
of this bond and as provided in the Indenture.
The Company and the Trustee and any paying agent and any
bond registrar may deem and treat the person in whose name
this bond shall be registered upon the books of the Company
as the absolute owner of such bond for the purpose of
receiving payment of or on account of the principal of and
interest on this bond and for all other purposes, whether or
not this bond be overdue; and all such payments so made to
such registered owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon this
bond to the extent of the sum or sums so paid and neither the
Company nor the Trustee nor any paying agent nor any bond
registrar shall be affected by any notice to the contrary.
*n*
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
This is one of the bonds, of the series designated
therein, described in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
AS TRUSTEE,
By__________________________________
Authorized Officer
SECTION 1.02. Redemption Provisions for Bonds of the
Third 1998 Series. The Bonds of the Third 1998 Series shall
be subject to redemption prior to maturity as a whole at any
time or in part from time to time,
(a) at the option of the Company, upon payment of the
applicable percentage of the called principal amount thereof
during the respective periods set forth under the heading
"Regular Redemption Price" in the tabulation in the form of
the Bonds of the Third 1998 Series set forth in Section 1.01
hereof; provided, however, that no such redemption shall be
made (except in connection with any consolidation or merger
with any corporation other than an affiliate of the Company
in which the Company shall not be the surviving corporation,
or transfer or sale of all or substantially all of the
property of the Company to any corporation other than an
affiliate of the Company), directly or indirectly as a part
of, or in anticipation of, any refunding operation involving
the incurring of indebtedness which has an effective interest
cost to the Company (calculated after adjustment, in
accordance with generally accepted financial practice, for
any premium received or discount granted in connection with
the indebtedness being incurred in such refunding operation)
of less than the effective interest cost to the Company of
the Bonds of the Third 1998 Series; and
(b) upon payment of the applicable percentage of the
called principal amount thereof during the respective periods
set forth under the heading "Special Redemption Price" in the
tabulation in the form of the Bonds of the Third 1998 Series
set forth in Section 1.01 hereof, either,
(i) through the application of cash deposited with
the Trustee for the replacement fund provided for in
Section 4.04 of the Original Indenture and in Section 1.03
hereof, or
(ii) through the application pursuant to Section 8.05
of the Original Indenture of any trust moneys held by the
Trustee received from the proceeds of property sold or
taken pursuant to the provisions of Section 7.04 of the
Original Indenture,
together in any case with interest accrued thereon to the
date fixed for redemption, upon not less than thirty days'
nor more than ninety days' notice given by first class mail,
postage prepaid, to the holder of record at the date of such
notice of each Bond of the Third 1998 Series affected, at his
address as shown on the books of the Company. Such notice
shall be sufficiently given if deposited in the United States
mail postage prepaid within such period. Neither the failure
to mail such notice, nor any defect in any notice so mailed
to any such holder, shall affect the sufficiency of such
notice with respect to other holders. The foregoing
provisions with respect to notice shall be subject to all
other conditions and provisions of the Indenture not
inconsistent herewith.
SECTION 1.03. Replacement Fund. Notwithstanding the
provisions of Section 4.06 of the Original Indenture, the
Company hereby covenants that, so long as any of the Bonds of
the Third 1998 Series shall remain outstanding, (a) the
covenants made by the Company in Section 4.04 of the Original
Indenture shall continue in full force and effect and (b)
Bonds delivered, redeemed or purchased pursuant to said
Section 4.04 and any amount of available Bond credits and all
available Montaup Securities used as a credit in Item 8 of
any replacement fund certificate shall be deemed to be
funded, unless and until the same shall have been reinstated
as provided in said Section 4.04 or in Section 2.07 of the
Original Indenture.
SECTION 1.04. Restriction on Payment of Dividends on
Common Stock. The Company covenants that, so long as any
Bonds of the Third 1998 Series remain outstanding, it will
not (a) declare or pay any dividend or make any distribution
on any shares of Common Stock (other than dividends payable
in Common Stock of the Company) or (b) directly or indirectly
through a subsidiary make any expenditures for the purchase,
redemption or other retirement for a consideration of any
shares of Common Stock of the Company (other than in exchange
for, or from the proceeds of, other and new shares of Common
Stock of the Company), if the aggregate amount of all such
dividends, distributions and expenditures made after January
31, 1953 would exceed the aggregate amount of the Company's
net income available for dividends on its Common Stock,
accumulated after January 31, 1953.
Net income of the Company available for dividends on its
Common Stock for the purpose of this Section 1.04 shall be
defined as in the second paragraph of Section 1.05 of the
First Supplemental Indenture as modified by Section 7.02 of
the Eleventh Supplemental Indenture.
Nothing in this Section 1.04 shall affect the restrictions
imposed by similar provisions in any previous Supplemental
Indenture for the benefit of Bonds of any series.
SECTION 1.05. Minimum Provision for Depreciation.
Notwithstanding the provisions of Section 1.35 of the
Original Indenture, the Company hereby covenants that the
term "minimum provision for depreciation" shall have the
meaning specified in such Section so long as any of the Bonds
of the Third 1998 Series shall remain outstanding.
SECTION 1.06. Continuation of Effectiveness of Term
"funded". Property additions, net additions, Bonds and
Montaup Securities which have or shall become funded to the
extent provided in Paragraphs (1), (2), (3) and (4) of
Section 1.36 of the Original Indenture as modified by Section
7.01 of the Eleventh Supplemental Indenture shall continue to
be funded except to the extent that any provision of the
Original Indenture or of any supplemental indenture expressly
provides that property additions, net additions, Bonds or
Montaup Securities shall be funded only so long as Bonds of
particular series shall remain outstanding.
SECTION 1.07. Duration of Effectiveness of Article One.
This Article shall be in force and effect only so long as any
of the Bonds of the Third 1998 Series are outstanding.
ARTICLE TWO
PRINCIPAL AMOUNT PRESENTLY TO BE OUTSTANDING
SECTION 2.01. The total aggregate principal amount of
First Mortgage and Collateral Trust Bonds of the Company
issued and outstanding and presently to be issued and
outstanding under the provisions of and secured by the
Indenture will be Two Hundred Forty-Five Million Dollars
($245,000,000), namely Five Million Dollars ($5,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 4 1/2% Series due 1993 now issued and outstanding, Ten
Million Dollars ($10,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 8.90% Series due
1995/Secured Medium Term Notes now issued and outstanding,
Seven Million Dollars ($7,000,000) principal amount of First
Mortgage and Collateral Trust Bonds, 6 1/2% Series due 1997
now issued and outstanding, Forty Million Dollars
($40,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 9 7/8% Series due 1998 now issued and
outstanding, Twenty Million Dollars ($20,000,000) principal
amount of First Mortgage and Collateral Trust Bonds, 5 7/8%,
Second Series due 1998 now issued and outstanding, Forty
Million Dollars ($40,000,000) principal amount of First
Mortgage and Collateral Trust Bonds 5 3/4% Third Series
presently to be issued and outstanding, Eight Million Dollars
($8,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 7 7/8% Series due 2002 now issued and
outstanding, Thirty-Five Million Dollars ($35,000,000)
principal amount of First Mortgage and Collateral Trust
Bonds, 7.78% Second Series due 2002/Secured Medium Term Notes
now issued and outstanding, and Forty Million Dollars
($40,000,000) principal amount of First Mortgage and
Collateral Trust Bonds, 6 7/8% Series due 2003 now issued and
outstanding, Forty Million Dollars ($40,000,000) principal
amount of First Mortgage and Collateral Trust Bonds, 8%
Series due 2023 now issued and outstanding. Additional Bonds
of the 1993 Series, the 1995 Series, the 1998 Series, the
Second 1998 Series, the Third 1998 Series, the 1999 Series,
the 2002 Series, the Second 2002 Series, the Second 2003
Series, and the 2023 Series, and of any other series
established after the execution and delivery of this
Twenty-Fifth Supplemental Indenture may from time to time be
authenticated, delivered and issued pursuant to the terms of
the Indenture.
SECTION 2.02. Bonds of the Third 1998 Series in the
aggregate principal amount of Forty Million Dollars
($40,000,000) may forthwith, upon the execution and delivery
of this Twenty-Fifth Supplemental Indenture, or from time to
time thereafter, and upon compliance by the Company with the
provisions of Section 5.02 and any or all of Sections 5.03,
5.04, 5.05 and 5.06 of the Original Indenture, be executed by
the Company and delivered to the Trustee and shall thereupon
be authenticated and delivered by the Trustee to or upon the
written order of the Company.
ARTICLE THREE
MISCELLANEOUS
Section 3.01. This Twenty-Fifth Supplemental Indenture is
executed and shall be construed as an indenture supplemental
to the Original Indenture, as supplemented and modified, and
shall form a part thereof, and the Original Indenture, as
heretofore supplemented and modified (to the extent and when
and as the same shall become and be effective as provided in
the respective modifying supplemental indentures) and as
hereby supplemented is hereby confirmed. Except to the
extent inconsistent with the express terms thereof, all of
the provisions, terms, covenants and conditions of the
Original Indenture, as supplemented and modified, shall be
applicable to the Bonds of the Third 1998 Series, to the same
extent as if specifically set forth herein. All terms used
in this Twenty-Fifth Supplemental Indenture shall be taken to
have the same meaning as in the Original Indenture, as
supplemented and modified, except in cases where the context
clearly indicates otherwise.
SECTION 3.02. All recitals in this Twenty-Fifth
Supplemental Indenture are made by the Company only and not
by the Trustee; and all of the provisions contained in the
Original Indenture in respect of the rights, privileges,
immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as
if set forth herein in full.
SECTION 3.03. The Company covenants that it is lawfully
seized and possessed at the date of execution of this
Twenty-Fifth Supplemental Indenture of all the trust estate
described in this Twenty-Fifth Supplemental Indenture, except
as specifically otherwise stated in this Twenty-Fifth
Supplemental Indenture, and that all the trust estate so
described is free and clear of any lien other than the lien
of the Indenture and permitted encumbrances; that the Company
will warrant and forever defend all the trust estate so
described to the Trustee against the claims of all persons
whomsoever except as in the Indenture specifically otherwise
stated; that it will maintain and preserve the lien of the
Indenture so long as any of the Bonds issued under the
Indenture are outstanding; and that it has good right and
lawful authority to subject all the trust estate so described
to the lien of the Indenture as provided in and by the
Original Indenture, as heretofore supplemented and modified
and as supplemented by this Twenty-Fifth Supplemental
Indenture.
SECTION 3.04. This Twenty-Fifth Supplemental Indenture
may be executed in several counterparts, and each of such
counterparts shall for all purposes be deemed to be an
original, and all such counterparts, or as many of them as
the Company and the Trustee shall preserve undestroyed, shall
together constitute but one and the same instrument.
SECTION 3.05. Although this Twenty-Fifth Supplemental
Indenture is dated for convenience and for the purpose of
reference as of July 1, 1993, the actual date or dates of
execution by the Company and by the Trustee are as indicated
by their respective acknowledgments hereto annexed.
ARTICLE FOUR
SCHEDULE OF PROPERTY ACQUIRED SINCE DATE OF THE
TWENTY-FOURTH SUPPLEMENTAL INDENTURE
None.
IN WITNESS WHEREOF, Eastern Edison Company has caused this
Twenty-Fifth Supplemental Indenture to be signed in its
corporate name and behalf by its President, either of its
Vice Chairmen or one of its Vice Presidents and its corporate
seal to be hereunto affixed and attested by its Treasurer,
and State Street Bank and Trust Company in token of its
acceptance of the trust hereby created has caused this
Twenty-Fifth Supplemental Indenture to be signed in its
corporate name and behalf by one of its Assistant Vice
Presidents, and its corporate seal to be hereunto affixed and
attested by its Secretary or one of its Assistant
Secretaries, all as of the day and year first above written.
EASTERN EDISON COMPANY
By /s/ Richard M. Burns
Vice President
Attest:
/s/ Clifford J. Hebert, Jr.
Treasurer (CORPORATE SEAL)
STATE STREET BANK AND TRUST
COMPANY
By /s/ Daniel Golden
Assistant Vice
President
Attest:
/s/ Andrew M. Sinasky
Assistant Secretary (CORPORATE SEAL)
*n*
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 21st day of July, 1993 before me
appeared Richard M. Burns and Clifford J. Hebert, Jr., to me
personally known, who, being by me duly sworn, did say that
they are a Vice President and a Treasurer, respectively, of
Eastern Edison Company, and that the seal affixed to the
foregoing instrument is the corporate seal of said
Corporation, and that the said instrument was signed and
sealed by them on behalf of said Corporation by authority of
its Board of Directors, and each of said officers
acknowledged said instrument to be the free act and deed of
said Corporation.
/s/ Cheryl Ann Nobile
Notary Public
My Commission Expires 3/20/98
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss.:
At Boston on this 21st day of July, 1993 before me
appeared Daniel Golden and Andrew M. Sinasky, to me
personally known, who being by me duly sworn, did say that
they are an Assistant Vice President and an Assistant
Secretary, respectively, of State Street Bank and Trust
Company, and that the seal affixed to the foregoing
instrument is the corporate seal of said Trust Company, and
that the said instrument was signed and sealed by them on
behalf of said Trust Company by authority of its Board of
Directors and each of said officers acknowledged said
instrument to be the free act and deed of said Trust Company.
/s/ Cheryl Anne Nobile
Notary Public
My Commission Expires 3/20/98
(Notarial Seal)
*n*
Assistant Clerk's Certificate
Certifying Votes Responsive
to Subsection B of 5.02 and
Section 18.01 of the Indenture
EASTERN EDISON COMPANY
I, Richard M. Burns, DO HEREBY CERTIFY that I am an
Assistant Clerk of Eastern Edison Company (hereinafter called
the "Corporation"), a Massachusetts corporation, and that
attached hereto are true, correct and complete copies of
certain votes duly adopted by the Board of Directors of the
Corporation at Meetings of said Board duly convened and held
on February 23, 1993 and on July 20, 1993, at each of which
meetings a quorum for the transaction of business was present
and acting throughout.
I further certify that said votes have not been amended
or revoked and that the same are now in full force and
effect.
WITNESS my hand and the seal of said Corporation, this
21st day of July, 1993.
___________________________
Richard M. Burns
Assistant Clerk
(SEAL)
*n*
VOTES TAKEN AT A MEETING OF THE BOARD OF DIRECTORS OF
EASTERN EDISON COMPANY HELD ON FEBRUARY 23, 1993
VOTED - that the Chairman of the Board, the Vice
Chairman of the Board, the President, any Vice President, the
Treasurer or the Assistant Treasurer (the "Authorized
Officers") of this Corporation be, and each of them hereby
are, authorized (a) to issue and sell, or cause to be issued
and sold, on behalf of this Corporation, from time to time,
on a competitive bid or negotiated basis, up to $215,000,000
aggregate principal amount of any combination of one or more
new series of First Mortgage and Collateral Trust Bonds,
medium term securities (consisting of one or more series of
first mortgage bonds or unsecured notes), unsecured notes and
tax-exempt pollution control revenue bonds (collectively
referred to hereinafter as the "Debt") and one or more series
of new classes of cumulative Preferred Stock (the "New
Preferred Stock") up to an aggregate of 400,000 shares, each
such share to have a par value of $100 per share and all such
shares to have an aggregate par value of $40,000,000, (b) to
execute and deliver on behalf of this Corporation loan and
trust agreements, letters of credit, reimbursement
agreements, remarketing agreements or any other agreement or
instrument necessary or appropriate to effect the issuance
and sale of such tax-exempt pollution control revenue bonds
the proceeds of which will be loaned to this Corporation and
(c) to use the proceeds from the sale of the Debt and the New
Preferred Stock for (i) the retirement or redemption of
outstanding long-term debt and preferred stock and any
premiums paid in connection with such retirements and
redemptions, (ii) the repayment of short-term borrowings,
(iii) the payment of underwriting expenses and other issuance
expenses and (iv) for general corporate purposes including
(a) payment for construction of capital additions and
improvements to plant and system, (b) working capital needs
and the repayment of short-term borrowings incurred for such
purposes, and (c) sinking fund payments and the retirement or
redemption of outstanding securities; and that the Authorized
Officers be, and each of them hereby is, authorized and
empowered by and on behalf of this Corporation to execute and
file such other appropriate documents as the officer signing
any such documents may deem necessary or desirable, for
requisite authority for the issuance and sale of the Debt,
the New Preferred Stock and related transactions.
VOTED - that the execution and filing of an amended
application by the Authorized Officers of this Corporation in
the form presented at this meeting with the Massachusetts
Department of Public Utilities (the "MDPU") requesting
authorization to issue and sell the New Preferred Stock and
up to $175,000,000 of the Debt as set forth in said
application be and hereby is, ratified, approved and
confirmed.
VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to file an application relating to the
issuance and sale of the remaining $40,000,000 of the Debt
with the MDPU, in such form as the signing officer deems
necessary or appropriate; and that the Authorized Officers
be, and each of them hereby is, authorized and empowered by
and on behalf of this Corporation to execute and file such
other appropriate documents, together with any and all such
amendments to such application as the officer signing such
amendment deems necessary or appropriate for requisite
authority for the issuance and sale of the $40,000,000 of the
Debt and related transactions.
VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to file an application-declaration on Form
U-1 relating to the issuance and sale of all or a portion of
the Debt and the New Preferred Stock with the Securities and
Exchange Commission (the "SEC") under the Public Utility
Holding Company Act of 1935, as amended, in such form as the
signing officer deems necessary or appropriate; and that the
Authorized Officers be, and each of them hereby is,
authorized and empowered by and on behalf of this Corporation
to execute and file such other appropriate documents,
together with any and all such amendments to such
application-declaration as the officer signing such amendment
deems necessary or appropriate for requisite authority for
the issuance and sale of the Debt, the New Preferred Stock
and related transactions.
VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to execute and file one or more registration
statements with the SEC (the "Registration Statements") to
provide for the issuance and sale of all or any portion of
the Debt and the New Preferred Stock, in such form as the
signing officer or officers deem necessary or appropriate;
that the execution thereof by the Authorized Officers, as
required by the Rules and Regulations of the SEC, be, and
hereby is, authorized and approved; provided, however, that
the Authorized Officers be, and each of them hereby is,
authorized to sign said Registration Statements (whether on
behalf of this Corporation, or as an officer or otherwise)
through Donald G. Pardus, John R. Stevens, Richard M. Burns
and Clifford J. Hebert, Jr., or any of them, as duly
authorized attorneys or attorney; that the Authorized
Officers be, and each of them hereby is, authorized and
empowered by and on behalf of this Corporation and
individually as officers to execute in like manner such
further amendments to said Registration Statements as may be
required or deemed by them advisable and to cause the same to
be filed with the SEC; provided that each Authorized Officer
be, and hereby is, authorized to sign any such amendments
(whether on behalf of this Corporation, or as an officer or
otherwise) through Donald G. Pardus, John R. Stevens, Richard
M. Burns and Clifford J. Hebert, Jr., or any of them, as duly
authorized attorneys or attorney.
VOTED - that John R. Stevens and Clifford J. Hebert, Jr.
be, and each of them hereby is, designated as agent for
service with respect to the Registration Statements with all
the powers provided in the Rules and Regulations of the SEC
with respect to agents for service.
VOTED - that the firm of McDermott, Will & Emery of
Boston, Massachusetts, be employed as principal counsel by
this Corporation to act for it in all matters in connection
with the proposed issue and sale of the Debt and the New
Preferred Stock, including giving any opinion or opinions as
to titles to real estate and as to franchises of this
Corporation which may appear desirable in connection with the
proposed issue and sale of the Debt and New Preferred Stock.
VOTED - that the following individuals hereby are
elected to a Special Committee, a majority of which shall
have the powers of this Corporation's Board of Directors with
respect to all aspects of the issuance and sale of the Debt
and the New Preferred Stock when the Board is not in session,
including approval of the pricing and all other terms and
conditions under which the Debt shall be issued and the
approval of, and grant of authority to the officers of this
Corporation to execute, any and all documents and instruments
or to do such other acts and things necessary for (i) the
issuance and sale of the Debt and the New Preferred Stock and
(ii) the retirement or redemption of this Corporation's
outstanding debt and preferred stock in accordance with the
terms of such debt and preferred stock for the purposes of
refinancing such debt and preferred stock:
Donald G. Pardus
Donald H. Ramsbottom
John R. Stevens
VOTED - that the officers of this Corporation be, and
each them hereby is, authorized to execute all such
agreements and other instruments, make all such payments, and
do all such other acts and things as in their opinion or in
the opinion of any of them may be necessary or desirable in
order to carry out the intent and purposes of the foregoing
votes, including, without limitation, (i) the giving of the
Corporation's agreement as called for by the second paragraph
of Article VI of the Montaup contract, so called, dated
September 11, 1923, as amended, the present parties to which
are Montaup Electric Company, Blackstone Valley Electric
Company and this Corporation, in connection with the proposed
increase of this Corporation's investment in Montaup Electric
Company and (ii) the pledging of any additional securities of
Montaup Electric Company, when acquired by this Corporation,
to State Street Bank and Trust Company, as Trustee under this
Corporation's Indenture of First Mortgage and Deed of Trust
dated as of September 1, 1948 as supplemented and modified,
securing this Corporation's First Mortgage and Collateral
Trust Bonds.
*n*
VOTES TAKEN AT A MEETING OF
THE BOARD OF DIRECTORS
OF EASTERN EDISON COMPANY
HELD ON JULY 20, 1993
1. VOTED - that this Corporation enter into a Purchase
Agreement among this Corporation, Salomon Brothers Inc and
PaineWebber Incorporated (the "Purchase Agreement") to be
substantially on the terms and conditions presented to this
Committee with such changes as the Chairman of the Board, the
Vice Chairman of the Board, the President, any Vice
President, the Treasurer, the Assistant Treasurer, the Clerk
or the Assistant Clerk (the "Authorized Officers") executing
such Purchase Agreement deems necessary or appropriate.
2. VOTED - that this Corporation shall enter into that
certain Twenty-Fifth Supplemental Indenture (the
"Supplemental Indenture") between this Corporation and State
Street Bank and Trust Company, as trustee (the "Trustee"),
supplementing the Indenture of First Mortgage and Deed of
Trust dated as of September 1, 1948 (the "Mortgage") between
this Corporation and the Trustee, as previously supplemented
and modified, such Supplemental Indenture to be in
substantially the form presented to this Committee with such
changes therein as may be determined by the officer or
officers executing the same on behalf of this Corporation to
be necessary or convenient and in the best interests of this
Corporation.
3. VOTED - that this Corporation shall issue and sell
pursuant to the Purchase Agreement up to an aggregate
principal amount of $40,000,000 of First Mortgage and
Collateral Trust Bonds (the "First Mortgage Bonds"), in one
series with a maturity of not longer than five years from the
date of issuance; such First Mortgage Bonds to be issued
under the Supplemental Indenture, and to be in substantially
the form, and upon substantially the terms and conditions,
provided for in the Supplemental Indenture with such changes
therein as may be determined by the officer or officers
executing the same on behalf of this Corporation to be
necessary or convenient and in the best interests of this
Corporation.
4. VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation, to fix the interest rate at which such
First Mortgage Bonds referred to in the preceding vote may be
sold to the purchasers thereof at 5 3/4%; provided further,
that this Corporation will not undertake to issue or sell the
First Mortgage Bonds if it does not believe that the
estimated net present value of the interest cost savings to
be derived from the net difference between interest on the
First Mortgage Bonds and any outstanding securities to be
redeemed or retired with the proceeds from the First Mortgage
Bonds would, on an after-tax basis, be greater than the
present value of all redemption and issuance costs, including
any tendering and premium costs and credit enhancement
expenses, assuming an appropriate discount rate.
5. VOTED - that the Authorized Officers be, and each of
them hereby is, authorized and empowered by and on behalf of
this Corporation to execute, seal with this Corporation's
seal, acknowledge, attest, file, register, record and deliver
the Purchase Agreement and the First Mortgage Bonds referred
to in the preceding votes, such execution and delivery of
such documents by such officers to evidence conclusively for
all purposes that the Purchase Agreement and the First
Mortgage Bonds are authorized by these votes.
6. VOTED - that State Street Bank and Trust Company, N.A.
hereby is designated as paying agent for the First Mortgage
Bonds.
7. VOTED - that Authorized Officers be and each of them
hereby is authorized and empowered by and on behalf of this
Corporation to redeem or retire all or any part of this
Corporation's outstanding securities in accordance with the
terms thereof and that each of the Authorized Officers is
hereby further authorized and empowered to execute any and
all documents which they or any of them deem necessary or
advisable to effect the transactions set forth in this vote,
such execution to be conclusive evidence of approval of the
actions of the Authorized Officers.
8. VOTED - that Authorized Officers be and each of them
hereby is authorized and empowered by and on behalf of this
Corporation to use (i) the proceeds from the issuance of the
First Mortgage Bonds authorized in the preceding votes and
(ii) other available cash to make the redemptions or
retirements of the outstanding securities of this Corporation
referred to in the foregoing vote, and that each of the
Authorized Officers is hereby further authorized and
empowered to execute any and all documents which they or any
of them deem necessary or advisable to effect the
transactions set forth in this vote, such execution to be
conclusive evidence of approval of the actions of the
Authorized Officers.
9. VOTED - that the Authorized Officers of this
Corporation be, and each them hereby is, authorized to
execute all such agreements and other instruments, make all
such payments, and do all such other acts and things as in
their opinion or in the opinion of any of them may be
necessary or desirable in order to carry out the intent and
purposes of the foregoing votes.
*n*
STATE STREET BANK AND TRUST COMPANY
BOSTON, MASSACHUSETTS, 02101
Certified Excerpt from Vote of Board of Directors
VOTED: That officers and employees of STATE STREET BANK
AND TRUST COMPANY are hereby authorized to
exercise powers as hereinafter specified:
4. To accept, execute, seal, acknowledge and
deliver mortgages, indentures or other
instruments, running to this Company as
trustee or in any other fiduciary capacity
to secure bonds, notes or other obligations
The Chairman of the Board
A Vice Chairman of the Board
The Chairman of the Executive Committee
The President
An Executive Vice President
A First Vice President
A Senior Vice President
A Vice President
The Treasurer
The Secretary
An Assistant Vice President
I hereby certify that the foregoing is a true excerpt from a
vote unanimously passed at a meeting of the Board of
Directors of STATE STREET BANK AND TRUST COMPANY duly called
and held on April14, 1961, as amended to date.
I further certify that said vote, as so amended, is in full
force and effect and that the person listed below was duly
elected and held the above respective office on the date this
instrument was executed.
Name Title
Signature
Daniel Golden Assistant Vice President /s/ Daniel Golden
ATTEST: /s/ Clare M. O'Brien
Assistant Secretary
Date: July 21, 1993
*n*
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) ss
.:
At Boston on this 21st day of
July 1993 before me appeared Richard M. Burns, to me
personally known, who, being by me duly sworn, did say that
he is the Assistant Clerk of Eastern Edison Company, and that
the seal affixed to the foregoing certificate is the
corporate seal of said Corporation, and that the said
certificate was signed and sealed by him on behalf of said
Corporation by authority of its Board of Directors, and said
Assistant Clerk acknowledged said certificate to be the free
act and deed of said Corporation.
/s/ Cheryl Ann Nobile
Notary Public
My Commission Expires:
3/20/98
(Notarial Seal)
Received & Recorded July 23, 1993 at 12 hrs. 16 min. P.M.
Attest: /s/ John Gomes, Register
31584\052\big-ed.03
Exhibit D
EASTERN UTILITIES ASSOCIATES AND
AFFILIATED CORPORATIONS
Federal_Income_Tax_Allocation_Agreement
Pursuant_to_Rule_45(c)._Public_Utility_Holding
Company_Act_of_1935_and_I.R.C._Regulation_Section
1.1552-1(A)_(1)_and_Section_1.1502-33(d)_(2)_(ii)
This agreement made as of April 30, 1994, among Eastern Utilities
Associates (the designation of the trustees for the time being under a
Declaration of Trust dated April 2, 1928, as amended) (EUA); Eastern
Edison Company, a Massachusetts corporation (Eastern); Blackstone
Valley Electric Company, a Rhode Island corporation (Blackstone);
Newport Electric Corporation, a Rhode Island corporation (Newport);
Montaup Electric Company, a Massachusetts corporation (Montaup); EUA
Service Corporation, a Massachusetts corporation (EUA Service); EUA
Cogenex Corporation, a Massachusetts corporation (Cogenex); EUA Energy
Investment Corporation, a Massachusetts corporation (EUA Energy); EUA
Ocean State Corporation, a Rhode Island corporation (Ocean State);
Eastern Unicord Corporation, a Massachusetts corporation (Unicord);
Northeast Energy Management, Inc., a Massachusetts corporation (NEM);
and EUA Transcapacity, Inc., a Massachusetts corporation
(Transcapacity).
W I T N E S S E T H T H A T :
WHEREAS, the term "AFFILIATES" as used herein shall be deemed to
refer to Eastern, Blackstone, Newport, Montaup, EUA Service, Cogenex,
EUA Energy, Ocean State, Unicord, NEM, and Transcapacity, the
AFFILIATES together with EUA, and the CONSOLIDATED AFFILIATES as a
collective taxpaying unit is sometimes referred to as the "GROUP" and
WHEREAS, EUA owns directly or indirectly at least 80 percent of
the issued and outstanding shares of each class of voting common stock
of each of the AFFILIATES; each of the CONSOLIDATED AFFILIATES is a
member of an affiliated group within the meaning of Section 1504 of the
Internal Revenue Code of 1954, as mended (the "Code"), of which EUA is
the common parent; and the GROUP presently participates in the filing
of a consolidated income tax return.
Definitions
A. Corporate Tax Benefit - The amount by which the consolidated
tax is reduced by including a net corporate tax loss or other net tax
benefit in the consolidated return. The value of the benefit of the
operating loss shall be determined by applying the then current
corporate income tax rate to the amount of the loss. The value of a
credit is the actual tax savings (100%). The value of capital losses
used to offset capital gains shall be computed at the then current tax
rate applicable to capital gains for corporations. The value of any
corporate tax benefit to be reimbursed to a member shall be reduced by
the amount of any alternate minimum tax attributable to such member.
B. Separate Return Tax - The tax on the corporate taxable income
of an associate company computed as though such company were not a
member of the consolidated group.
C. Excess Tax Credits - The investment tax credit, alternate
minimum tax credit, energy tax credit or other similar credit that
would be allowable in the consolidation (were it not for a limitation
provided by law) in excess of the amount of such credits which could be
utilized on a separate return basis with regard to such limitations.
EUA and the AFFILIATES agree as follows:
Allocation_Procedures_in_Accordance_with_I.R.C_Regulation
Sections_1.1552-1(A)_(I)_and_1.1502-33(d)_(2)_(ii)
A. General_Rule
Step 1 - The consolidated tax liability shall be apportioned among
the companies in the ratio that each member's separate taxable income
bears to the sum of the separate taxable incomes of all members having
taxable income.
Step 2 - An additional amount will be allocated to the members at
100% of the excess of the member's separate tax liability over the
consolidated tax liability allocated to the member under Step 1. Under
no circumstances shall the tax allocated to a member exceed its
separate tax liability.
Step 3 - The total of the amounts allocated under Step 2 is
credited to those members who had "corporate tax benefits" as follows:
(a) Those members having a negative allocation under Step 2;
(b) If the total of the "corporate tax benefits" is greater than
the total reduction in the consolidated tax, then the benefits arising
from the inclusion of negative taxable incomes in the consolidated
return shall be recognized and paid prior to the benefits arising from
excess tax credits.
(c) If the total benefits attributable to the negative taxable
incomes of the members are not absorbed in the consolidated return, the
benefit allocated to each company shall be in proportion to their re
spective negative taxable incomes.
(d) If the total benefits attributable to the excess tax credits
are not applied in the consolidated return, the benefit allocated to
each company shall be in proportion to their respective excess tax
credits.
Step 4 - If the total consolidated tax liability shall result in
an "Alternative Minimum Tax" liability position then an additional
amount will be added to Steps 1 and 2. This additional amount will be
allocated to the members based upon their proportionate amounts of
alternate minimum taxable income until such time as the proposed
amendments to the income tax regulations under Sections 53 to 59, 1502
and 1552 of the Internal Revenue Code become effective. Subsequent to
the effective date of the new regulations, the alternate minimum tax
liability will be allocated in accordance with the approved regulations
provided that such regulations prohibit the use of the net positive
alternate minimum taxable income allocation method.
Step 5 - Reimbursement - Benefiting members will reimburse the
others no later than 90 days after the filing of the consolidated tax
return.
B. Unused_Corporate_Tax_Benefits
A member that is entitled to payment for a tax benefit, but does
not receive such payment because of the rules in Step 3 shall retain
such right for the future to the extent that such benefit can be
applied against the consolidated tax liability. Uncompensated
corporate tax benefits arising from negative taxable income shall have
priority over the benefits attributable to excess tax credits.
C. Tax_Adjustments
In the event of any adjustments to the tax returns of any of the
CONSOLIDATED AFFILIATES filed (by reason of an amended return, a claim
for refund or an audit by the Internal Revenue Service), the liability,
if any, of each of the AFFILIATES under Section A shall be redetermined
to give effect to any such adjustment as if it had been made as part of
the original computation of tax liability, and payments between EUA and
the appropriate AFFILIATES shall be made within 120 days after any such
payments are made or refunds are received, or, in the case of contested
proceedings, within 120 days after a final determination of the
contest. Interest and penalties, if any, attributable to such an
adjustment shall be paid by each AFFILIATE to EUA in proportion to the
increase in such AFFILIATE's separate return tax liability computed
under Section A of this Agreement that is required to be paid to EUA.
In any situation in which the Group's tax liability is adjusted by a
revenue agent's report or a court settlement and an item-by-item
modification is not made, the Group shall consult its accountants for
assistance in determining a fair allocation of the adjusted liability.
D. Subsidiaries_of_Affiliates
If at any time, any of the AFFILIATES acquires or creates one or
more subsidiary corporations that are includible corporations of the
Group, they shall be subject to this Agreement and all references to
the AFFILIATES herein shall be interpreted to include such subsidiaries
as a group.
E. Successors
This Agreement shall be binding on and insure to the benefit of
any successor, by merger, acquisition of assets or otherwise, to any of
the parties hereto (including but not limited to any successor of EUA
or any of the AFFILIATES succeeding to the tax attributes of such
corporation under Section 381 of the Code) to the same extent as if
such successor had been an original party to this agreement.
*NEW PAGE*
F. Special_Rule
In making the tax allocations provided for in this agreement,
notwithstanding any of the foregoing, no corporate tax benefits shall
be allocated to EUA. Although the separate corporate taxable income or
taxable loss of EUA and any tax credits attributable to EUA will be
included in the consolidated return, only the tax savings attributable
to such items shall be allocated to the other AFFILIATES as if EUA were
not a member of the Group. In making this allocation, the tax savings
of EUA shall be allocated only to members of the Group having taxable
income.
Also, in making the tax allocations, only those tax consequences
attributable to non-affiliated transactions shall be allocated to EUA
Service Corporation in accordance with Section A of this Agreement.
All others will be allocated to the other AFFILIATES as if EUA Service
Corporation were not a member of the Group.
G. Termination Clause
This Agreement shall apply to the taxable year ending December 31,
1994, unless all of the members of the Group agree in writing to
terminate the Agreement prior to the end of the taxable year. The
Agreement shall be renewable on a year to year basis for subsequent
taxable years, provided all of the members of the Group agree in
writing, prior to the end of the immediately preceding taxable year, to
extend the Agreement one additional year. Notwithstanding any
termination, this Agreement shall continue in effect with respect to
any payment or refunds due for all taxable periods prior to termination.
*NEW PAGE*
IN WITNESS WHEREOF, the duly authorized representatives of the
parties have set their hands this 30th day of April, 1994.
EASTERN UTILITIES ASSOCIATES
By /s/ Donald G. Pardus
---------------------
Title: Chairman of the Board
EASTERN EDISON COMPANY EUA COGENEX CORPORATION
By /s/ John D. Carney By /s/ Joseph S. Fitzpatrick
------------------- -------------------------
Title: President Title: President
BLACKSTONE VALLEY ELECTRIC COMPANY EUA ENERGY INVESTMENT CORPORATION
By /s/ David H. Gulvin By /s/ Richard M. Burns
------------------ --------------------
Title: President Title: Vice President
MONTAUP ELECTRIC COMPANY EUA OCEAN STATE CORPORATION
By /s/ Arthur A. Hatch By /s/ Clifford J. Hebert, Jr.
------------------- --------------------------
Title: Executive Vice President Title: Treasurer
EUA SERVICE CORPORATION EUA UNICORD CORPORATION
By /s/ John R. Stevens By /s/ William F. O'Connor
------------------- -----------------------
Title: President Title: Clerk
NEWPORT ELECTRIC COMPANY NORTHEAST ENERGY MANAGEMENT, INC.
By /s/ David H. Gulvin By /s/ Basil G. Pallone
------------------- --------------------
Title: President Title: Vice President
EUA TRANSCAPACITY, INC.
By /s/ Robert G. Powderly
----------------------
Title: Vice President
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT F-1
EASTERN UTILITIES ASSOCIATES Schedule V
(In thousands) PROPERTY PLANT AND EQUIPMENT ----------
<CAPTION> Montaup Eastern Eastern Blackstone EUA EUA EUA Newport
Electric Edison Edison Electric Service Cogenex Ocean Electric EUA
Classification Company Electric Consold. Company Corp. Company State Corporation Consolidated
- ------------------------------ ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- - ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beg. Balance December 31, 1992
Production Nuclear........... $367,193 $0 $367,193 $0 $0 $0 $0 $0 367,193
Production -- Steam.......... 124,377 0 124,377 0 0 0 0 1,292 125,669
Production -- Hydraulic...... 0 0 7,083 0 0 0 0 7,083
Production -- Other.......... 4,571 0 4,571 0 0 0 0 3,097 7,668
Transmission and Distribution 46,085 193,694 239,779 114,504 0 0 0 58,222 412,505
General Plant................ 5,918 13,143 19,061 3,883 30,301 0 0 6,665 59,910
Intangible Plant............. 273 0 273 22 0 0 0 313 608
Electric Prop. Held for Future 605 0 605 0 0 0 0 216 821
Nuclear Fuel in Service...... 20,358 0 20,358 0 0 0 0 0 20,358
Construction Work in Progress 2,210 964 3,174 376 160 0 0 1,233 4,943
Nuclear Fuel in Process...... 903 0 903 0 0 0 0 0 903
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- - ----------
Total Utility Plant........... $572,493 $207,801 $780,294 $125,868 $30,461 $0 $0 $71,038 $1,007,661
Non-Utility Property $2,609 $106 $2,715 $70 $0 $103,008 $0 $0 $105,793
========== ========== ========== ========== ========== ========== ========== ========== = ==========
Additions at Cost
Production Nuclear........... $492 $492 $492
Production -- Steam.......... 3,578 3,578 4 3,582
Production -- Hydraulic....... 0
Production -- Other.......... 1 1 1
Transmission and Distribution 626 9,565 10,191 4,125 3,679 17,995
General Plant................ 224 229 453 151 364 228 1,196
Intangible Plant.............. 0
Electric Property Held for Future Use... 0
Nuclear Fuel in Service...... 2,347 2,347 2,347
Construction Work in Progress 3,301 304 3,605 326 12 (158) 3,785
Nuclear Fuel in Process...... (216) (216) (216)
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- - ----------
Total Utility Plant........... $10,353 $10,098 $20,451 $4,602 $376 $0 $0 $3,753 $29,182
Non-Utility Property $0 $0 $0 $29,993 $0 $29,993
========== ========== ========== ========== ========== ========== ========== ========== = ==========
Retirements/Sales
Production Nuclear........... $498 $498 $498
Production -- Steam.......... 894 894 0 894
Production -- Hydraulic........ 0
Production -- Other........... 2 2
Transmission and Distribution 82 2,993 3,075 1,137 1080 5,292
General Plant................ 22 253 275 1 28 132 436
Intangible Plant.............. 0
Electric Property Held for Future Use... 0 0
Nuclear Fuel in Service...... 4,512 4,512 4,512
Construction Work in Progress... 0
Nuclear Fuel in Process........ 0
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- - ----------
Total Utility Plant........... $6,008 $3,246 $9,254 $1,138 $28 $0 $0 $1,214 $11,634
Non-Utility Property $0 $0 $0 $14,153 $0 $14,153
========== ========== ========== ========== ========== ========== ========== ========== = ==========
Other Charges (a) (b)
Production Nuclear........... ($48) (48) ($48)
Production -- Steam..................... 0
Production -- Hydraulic................. 0
Production -- Other..................... 0
Transmission and Distribution........... 0 0
General Plant........................... 0 20 20
Intangible Plant........................ 0
Electric Property Held for Future Use... 0
Nuclear Fuel in Service................. 0
Construction Work in Progress........... 0
Nuclear Fuel in Process................. 0
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- - ----------
Total Utility Plant........... ($48) $0 ($48) $0 $20 $0 $0 $0 ($28)
Non-Utility Property $0 $1,477 (c) $1,477
========== ========== ========== ========== ========== ========== ========== ========== = ==========
Ending Balance 12/31/93
Production Nuclear........... $367,139 $0 $367,139 $0 $0 $0 $0 $0 $367,139
Production -- Steam.......... 127,061 0 127,061 0 0 0 0 1,296 128,357
Production -- Hydraulic...... 0 0 0 7,083 0 0 0 0 7,083
Production -- Other.......... 4,572 0 4,572 0 0 0 0 3,095 7,667
Transmission and Distribution 46,629 200,266 246,895 117,492 0 0 0 60,821 425,208
General Plant................ 6,120 13,119 19,239 4,033 30,657 0 0 6,761 60,690
Intangible Plant............. 273 0 273 22 0 0 0 313 608
Electric Property Held for Fu 605 0 605 0 0 0 0 216 821
Nuclear Fuel in Service...... 18,193 0 18,193 0 0 0 0 0 18,193
Construction Work in Progress 5,511 1,268 6,779 702 172 0 0 1,075 8,728
Nuclear Fuel in Process...... 687 0 687 0 0 0 0 0 687
---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- - ----------
Total Utility Plant........... $576,790 $214,653 $791,443 $129,332 $30,829 $0 $0 $73,577 $1,025,181
========== ========== ========== ========== ========== ========== ========== ========== = ==========
Non-Utility Property $2,609 $106 $2,715 $70 $0 $120,325 $0 $0 $123,110
========== ========== ========== ========== ========== ========== ========== ========== = ==========
(a) Millstone Sales Tax Refund received for years 1982-1986.
(b) Adjustment made directly to plant for EUASC Voucher incorrectly classified.
(c) EUA /DAY @11/30/93
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
EXHIBIT F-2
EASTERN UTILITIES ASSOCIATES Schedule VI
ACCUMULATED DEPRECIATION,DEPLETION AND AMORTIZATION OF ----------
(In Thousands) PROPERTY PLANT AND EQUIPMENT
- ----------------------------------- --------- --------- --------- --------- --------- --------- --------- --------- - ----------
<CAPTION> Montaup Eastern Eastern Blackston EUA EUA EUA Newport
Electric Edison Edison Electric Service Cogenex Ocean Electric EUA
Classification Company Electric Consold. Company Corp. Company State Corp. Consolidated
- ----------------------------------- --------- --------- --------- --------- --------- --------- --------- --------- - ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning Balance December 31, 1992
Accumulated Depreciation, Depletion
and Amortization................. $137,477 $62,147 $199,624 $37,552 $8,746 19,053 $264,975
Nuclear Fuel ..................... $9,750 9,750 9,750
--------- --------- --------- --------- --------- --------- --------- --------- - ----------
Total Utility Reserve.............. $147,227 $62,147 $209,374 $37,552 $8,746 $0 $0 $19,053 $274,725
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Non-Utility Depr.& Amort.Reserve... $0 $10 $10 $20 $0 $18,488 $0 $0 $18,518
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Additions to Utility Plant Reserve
Depreciation and Amortization..... $15,466 $8,530 $23,996 $4,972 $1,345 $2,475 $32,788
Amort.-Nuclear Fuel............... 5,135 5,135 5,135
--------- --------- --------- --------- --------- --------- --------- --------- - ----------
Total Additions to Reserve......... $20,601 $8,530 $29,131 $4,972 $1,345 $0 $0 $2,475 $37,923
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Additions to Non-Utility Reserve... $0 $0 $1 $7,726 $0 $7,727
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Retirements
Book Value of Property Retired.... $1,496 $3,246 $4,742 1,139 $28 1214 $7,123
Cost of Removal................... 1,536 1,749 3,285 881 0 553 4,719
(Salvage)......................... (25) (456) (481) (96) (16) (164) (757)
Nuclear Fuel...................... 4,511 4,511 4,511
--------- --------- --------- --------- --------- --------- --------- --------- - ----------
Net Utility Plant Retirements...... $7,518 $4,539 $12,057 $1,924 $12 $0 $0 $1,603 $15,596
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Net Non-Utility Plant Retirements.. $0 $0 $3,516 $3,516
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Other Charges to Reserve
Explaination:
SALE on RWH 0 0
FERC Order Adjustment (57) (57) (57)
NEMAL Buy Out 0 0
--------- --------- --------- --------- --------- --------- --------- --------- - ----------
Total Other Charges to Utility Plan $0 ($57) ($57) $0 $0 $0 $0 $0 ($57)
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Total Other Chrgs. to Non-Utility Plant Reserve... $0 $591 (a) $591
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Ending Balance 12/31/93
Accumulated Depreciation, Depletion
and Amortization Reserve......... $149,936 $66,081 $216,017 $40,600 $10,079 $0 $0 $19,925 $286,621
Amortization Nuclear Fuel......... $10,374 $10,374 $10,374
--------- --------- --------- --------- --------- --------- --------- --------- - ----------
Total Utility Plant................ $160,310 $66,081 $226,391 $40,600 $10,079 $0 $0 $19,925 $296,995
========= ========= ========= ========= ========= ========= ========= ========= = ==========
Non-Utility Property $0 $10 $10 $21 $0 $23,289 $0 $0 $23,320
========= ========= ========= ========= ========= ========= ========= ========= = ==========
(a) EUA/DAY acquisition 11/30/93
</TABLE>
