<PAGE>
File No. 70-8571
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
AMENDMENT NO. 1
TO
FORM U-1
APPLICATION/DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
NEW ENGLAND ENERGY INCORPORATED
NEW ENGLAND ELECTRIC SYSTEM
NEW ENGLAND POWER COMPANY
(Name of companies filing this statement)
25 Research Drive, Westborough, Massachusetts 01582
(Address of principal executive offices)
NEW ENGLAND ELECTRIC SYSTEM
(Name of top registered holding company parent in system)
John G. Cochrane Robert King Wulff
Treasurer Corporation Counsel
New England Energy Incorporated 25 Research Drive
25 Research Drive Westborough, Massachusetts 01582
Westborough, Massachusetts 01582
(Names and addresses of agents for service)
<PAGE>
Form U-1, Application/Declaration in File No. 70-8571 is hereby amended
as follows:
1. By supplying the following exhibits:
*B-2 Form of Revolving Credit Agreement
B-3A Form of Amendment to Capital Funds Agreement
B-4A Form of Amendment to Loan Agreement
B-5A Form of Amendment to Fuel Purchase Contract
B-6A Form of Amendment to Capital Maintenance Agreement
F-1 Opinion of Counsel
H-1 Fees and Expenses of Issue
* Filed under cover of Form SE
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act
of 1935, the undersigned companies have duly caused this Amendment No. 1 to
Form U-1 Application/Declaration, in Commission's File No. 70-8571, to be
signed on their behalf, as indicated by the undersigned officers thereunto
duly authorized by such companies.
NEW ENGLAND ELECTRIC SYSTEM
s/Michael E. Jesanis
By:_________________________________________
Michael E. Jesanis, Treasurer
NEW ENGLAND ENERGY INCORPORATED
s/John G. Cochrane
By:_________________________________________
John G. Cochrane, Treasurer
NEW ENGLAND POWER COMPANY
s/John G. Cochrane
By:_________________________________________
John G. Cochrane, Assistant Treasurer
Date: March 17, 1995
The name "New England Electric System" means the trustee or trustees for the
time being (as trustee or trustees but not personally) under an agreement and
declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of the Commonwealth. Any agreement, obligation or liability made, entered
into or incurred by or on behalf of New England Electric System binds only its
trust estate, and no shareholder, director, trustee, officer or agent thereof
assumed or shall be held to any liability therefor.
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION PAGE
- ----------- ----------- ----
B-2 Form of Revolving Credit Agreement Filed under cover
of Form SE
B-3A Form of Amendment to Capital Funds Filed herewith
Agreement
B-4A Form of Amendment to Loan Agreement Filed herewith
B-5A Form of Amendment to Fuel Purchase Filed herewith
Contract
B-6A Form of Amendment to Capital Filed herewith
Maintenance Agreement
F-1 Opinion of Counsel Filed herewith
H-1 Fees and Expenses of Issue Filed herewith
<PAGE>
EXHIBIT B-3A
AMENDMENT NO. 7 DATED AS OF _________________, 1995
TO
CAPITAL FUNDS AGREEMENT DATED NOVEMBER 1, 1974
BETWEEN
NEW ENGLAND ENERGY INCORPORATED
AND
NEW ENGLAND ELECTRIC SYSTEM
New England Energy Incorporated ("NEEI") and New England Electric System
("NEES") hereby agree to amend the Capital Funds Agreement dated November 1,
1974, between NEEI and NEES, as amended by Amendment No. 1 dated as of July 1,
1976, Amendment No. 2 dated as of July 26, 1979, Amendment No. 3 dated as of
August 26, 1981, Amendment No. 4 dated as of March 26, 1985, Amendment No. 5
dated as of April 28, 1989, and Amendment No. 6 dated as of June 1, 1990 (said
Capital Funds Agreement as so amended being the "Agreement", the terms defined
therein being used herein as therein defined unless otherwise defined herein),
as hereinafter set forth.
Article II is amended to read in full as follows:
"II. Term.
-- ----
This Agreement shall become effective as of November 1, 1974 and shall
expire on a date (the "Expiration Date") which is the later of (a)
_______________, 200__, and (b) the date upon which (i) all promissory notes
of NEEI issued pursuant to the Credit Agreement dated as of _______, 1995 (the
"Credit Agreement") among NEEI, the banks named therein (the "Banks") and
__________________, as agent (the "Agent"), and all other amounts due and
owing under the Credit Agreement, shall have been paid in full and (ii) none
of the Banks shall have any commitment to lend under the Credit Agreement."
Except as specifically amended above, the Agreement shall remain in full
force and effect and is hereby ratified and confirmed.
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an agreement
and declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of The Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
7 to the Capital Funds Agreement dated November 1, 1974, as amended by
Amendment No. 1 dated as of July 1, 1976, Amendment No. 2 dated as of July 26,
1979, Amendment No. 3 dated as of August 26, 1981, Amendment No. 4 dated as of
March 26, 1985, Amendment No. 5 dated as of April 28, 1989, and Amendment No.
6 dated as of June 1, 1990 by their respective officers thereunto duly
authorized as of the date first above written.
NEW ENGLAND ENERGY INCORPORATED
DRAFT
By_______________________________________
Name:
Title:
NEW ENGLAND ELECTRIC SYSTEM
DRAFT
By_______________________________________
Name:
Title:
<PAGE>
EXHIBIT B-4A
AMENDMENT NO. 6 DATED AS OF _________________, 1995
TO
LOAN AGREEMENT DATED JULY 19, 1978
BETWEEN
NEW ENGLAND ENERGY INCORPORATED
AND
NEW ENGLAND ELECTRIC SYSTEM
New England Energy Incorporated ("NEEI") and New England Electric System
("NEES") hereby agree to amend the Loan Agreement dated July 19, 1978, between
NEEI and NEES, as amended by Amendment No. 1 dated as of July 26, 1979,
Amendment No. 2 dated as of August 26, 1981, Amendment No. 3 dated as of March
26, 1985, Amendment No. 4 dated as of April 28, 1989, and Amendment No. 5
dated as of June 1, 1990 (said Loan Agreement as so amended being the "Loan
Agreement", the terms defined therein being used herein as therein defined
unless otherwise defined herein), as hereinafter set forth.
1. Paragraph 1 is amended to read in full as follows:
"1. Effective Date. This Loan Agreement shall be effective as of
November 1, 1974 and shall expire on a date (the "Expiration Date") which is
the later of (a) _____________, 200___, and (b) the date upon which (i) all
promissory notes of NEEI issued pursuant to the Credit Agreement dated as of
_______, 1995 (the "Credit Agreement") among NEEI, the banks named therein
(the "Banks") and ______________, as agent (the "Agent"), and all other
amounts due and owing under the Credit Agreement, shall have been paid in full
and (ii) none of the Banks shall have any commitment to lend under the Credit
Agreement." The terms hereof shall govern (i) retroactively, all loans made
by NEES or NEEI pursuant to this Loan Agreement during the period from
November 1, 1974 to the date of execution of Amendment No. 6 to this Loan
Agreement, such loans being listed on Exhibit 1 of Amendment No. 6 to this
Loan Agreement and referred to hereinafter as 'Prior Loans'; and (ii) loans by
NEES to NEEI from and after the date of execution of Amendment No. 6 to this
Loan Agreement referred to hereinafter as 'Subsequent Loans'."
2. Paragraph 2 is amended to read as follows:
"2. Subordinated Promissory Notes. All loans under this Loan Agreement
shall be evidenced by Subordinated Promissory Notes in the forms attached
hereto as Exhibit 2. NEEI has executed a Subordinated Promissory Note for
each of the Prior Loans. Such Prior Loans shall in all respects be governed
by the terms of this Loan Agreement and said Subordinated Promissory Notes, as
amended by Amendment Nos. 1, 2, 3, 4, 5, and 6 hereto."
3. Exhibits 1 and 3 are deleted and replaced by Exhibits 1 and 3
hereto, respectively.
Upon the execution and delivery of this Amendment No. 6 by NEEI and
NEES, NEES shall be obligated to endorse on each Subordinated Promissory Note
from time to time held by it the following legend: "Pursuant to Amendments
dated as of July 26, 1979, August 26, 1981, March 26, 1985, April 28, 1989,
<PAGE>
June 1, 1990 and __________________, 1995, the Loan Agreement referred to in
this Note was amended to, among other things, (i) clarify the nature, and
extend the duration, of the maker's right to borrow under the Loan Agreement
and (ii) alter the terms of subordination applicable to this Note", or a
legend of similar effect.
Except as specifically amended above, the Loan Agreement and the
Subordinated Promissory Notes shall remain in full force and effect and are
hereby ratified and confirmed.
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an agreement
and declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of The Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
6 to the Loan Agreement dated July 19, 1978, as amended by Amendment No. 1
dated as of July 26, 1979, Amendment No. 2 dated as of August 26, 1981,
Amendment No. 3 dated as of March 26, 1985, Amendment No. 4 dated as of April
28, 1989, and Amendment No. 5 dated as of June 1, 1990 by their respective
officers thereunto duly authorized as of the date first above written.
NEW ENGLAND ENERGY INCORPORATED
DRAFT
By______________________________________
Name:
Title:
NEW ENGLAND ELECTRIC SYSTEM
DRAFT
By______________________________________
Name:
Title:
<PAGE>
EXHIBIT 1
Prior Loans from New England Electric System
to New England Energy Incorporated
- -----------------------------------------------------------------
<PAGE>
EXHIBIT 3
TERMS OF SUBORDINATION
(a) The principal and interest on this promissory note are and shall
be subordinated in right of payment in all respects to all indebtedness of New
England Energy Incorporated (the "Company") under that certain Credit
Agreement dated as of _________________, 1995 (the "Credit Agreement") among
the Company, the banks party thereto (the "Banks") and _______________, as
agent (the "Agent") for the Banks, and under those certain promissory notes
(the "Senior Notes") issued or to be issued pursuant to the Credit Agreement
(including extensions, renewals and refundings thereof, whether or not the
principal amount is increased), and any other note or notes issued under the
Credit Agreement or any other agreement among the Company, the Banks and the
Agent (all such indebtedness being herein called "Senior Debt").
(b) Without limiting the foregoing subparagraph (a), (i) no payment
on this promissory note shall be made or received, directly or indirectly, in
cash or other property or by set-off or in any other manner (including,
without limitation, from or by way of collateral), so long as any Senior Debt
remains outstanding, except that scheduled payments of interest (and, in the
case of subordinated promissory notes issued to New England Electric System
("NEES"), whether under the Loan Agreement, dated July 19, 1978, between the
Company and NEES, as amended through Amendment No.6, dated ____________, 1995,
or otherwise, prepayments of principal, and scheduled payments of principal)
on this promissory note may be made and received so long as, but only so long
as, at the time of such payments and immediately after giving effect thereto,
no Event of Default (as that term is defined in the Credit Agreement) or event
which, with the giving of notice or the lapse of time, or both, would become
an Event of Default exists under the provisions of any Senior Note or any
other instrument evidencing Senior Debt or any agreement under which Senior
Debt is then outstanding, and (ii) in the event of any insolvency or
bankruptcy proceedings directly or indirectly involving the Company, then all
principal of and interest (including, without limitation, any and all interest
which shall accrue after the filing of any petition in bankruptcy) on, the
Senior Debt shall first be paid in full before any payment on account of
principal, premium (if any) or interest is made upon this promissory note, and
in any such proceedings any payment or distribution of any kind or character,
whether in cash, securities or other property, to which the holder of this
promissory note would be entitled if this promissory note were not
subordinated to the Senior Debt shall be made by the liquidating trustee or
agent or other person making such payment or distribution, or by the holder of
this promissory note if received by him, directly to the holders of the Senior
Debt to the extent necessary to make payment in full of the Senior Debt
remaining unpaid, after giving effect to any concurrent payment or
distribution to or for the holders of the Senior Debt.
(c) In the event that the holder of this promissory note receives
any payment or distribution on or with respect to this promissory note which
such holder is not entitled to receive under the provisions of the foregoing
subparagraphs, any amount so received will be held in trust for the benefit of
the holders of Senior Debt, will be segregated from other funds and property
held by the holder of this promissory note and will be forthwith paid over to
the holders of Senior Debt in the same form received (with any necessary
endorsement) to be applied (in the case of cash) to or held as collateral (in
the case of non-cash properties or securities) for the payment or prepayment
of the Senior Debt.
<PAGE>
(d) The holders of Senior Debt may, at any time and from time to
time, without the consent of or notice to the holder of this promissory note,
without incurring responsibility to the holder of this promissory note and
without impairing or releasing the obligations of the holder of this
promissory note hereunder to the holders of Senior Debt: (i) change the time,
manner or place of payment of, or any term of, or renew or alter, the Senior
Debt (including any change in the principal amount thereof or in the rate of
interest thereon), or amend in any manner, or waive or consent to any
departure from the terms or conditions of, any agreement under which Senior
Debt is outstanding; (ii) sell, exchange, release or otherwise deal with any
collateral securing the Senior Debt; (iii) release anyone liable in any manner
for the collection of the Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and others.
(e) The foregoing provisions regarding subordination are intended
solely for the purpose of defining the relative rights of the holders of the
Senior Debt on the one hand and the holder of this promissory note on the
other hand. Nothing contained in this promissory note is intended to or shall
impair, as between the Company and the holder of this promissory note the
obligation of the Company to pay to the holder of this promissory note the
principal of, and premium (if any) and interest on, this promissory note,
subject, in each case, to the rights under the foregoing subparagraphs of the
holders of the Senior Debt.
<PAGE>
EXHIBIT B-5A
AMENDMENT NO. 5 DATED AS OF _________________, 1995
TO
FUEL PURCHASE CONTRACT DATED JULY 26, 1979
BETWEEN
NEW ENGLAND ENERGY INCORPORATED
AND
NEW ENGLAND POWER COMPANY
New England Energy Incorporated ("NEEI") and New England Power Company
("NEP") hereby agree to amend the Fuel Purchase Contract dated July 26, 1979,
between NEEI and NEP, as amended by Amendment No. 1 dated as of August 26,
1981, Amendment No. 2 dated as of March 26, 1985, Amendment No. 3 dated
effective as of January 1, 1984, and Amendment No. 4 dated as of April 28,
1989 (said Fuel Purchase Contract as so amended being the "Fuel Purchase
Contract", the terms defined therein being used herein as therein defined
unless otherwise defined herein), as hereinafter set forth.
Section 2 is amended to read in full as follows:
"Effective Date and Term: This Contract shall be effective upon
execution and shall remain in full force and effect until terminated by both
parties and in accordance with the order of the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935 dated October
22, 1985 in File No. 70-6958 (the "1985 Order"); provided, however, that so
long as any FPC Committed Advance or FPC Competitive Advance (each as defined
in the Credit Agreement dated as of _____________, 1995 (the "Credit
Agreement") among NEEI, the banks named therein (the "Banks"), and
_________________, as agent (the "Agent")), or interest thereon shall remain
unpaid or the Banks shall have any obligation to make FPC Advances (as defined
in the Credit Agreement), this Contract shall not be terminated unless three
(3) months' prior written notice of such termination is given to the Agent.
In the event of any such termination, both parties shall honor their
respective obligations arising prior to termination under this Contract."
Except as specifically amended above, the Fuel Purchase Contract shall
remain in full force and effect and is hereby ratified and confirmed.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
5 to the Fuel Purchase Contract dated July 26, 1979, as amended by Amendment
No. 1 dated as of August 26, 1981, Amendment No. 2 dated as of March 26, 1985,
Amendment No. 3 dated effective as of January 1, 1984, and Amendment No. 4
dated as of April 28, 1989, by their respective officers thereunto duly
authorized as of the date first above written.
NEW ENGLAND ENERGY INCORPORATED
DRAFT
By
Name:
Title:
NEW ENGLAND POWER COMPANY
DRAFT
By
Name:
Title:
<PAGE>
EXHIBIT B-6A
AMENDMENT NO. 2 DATED AS OF _________________, 1995
TO
CAPITAL MAINTENANCE AGREEMENT DATED AS OF NOVEMBER 15, 1985
BETWEEN
NEW ENGLAND ENERGY INCORPORATED
AND
NEW ENGLAND ELECTRIC SYSTEM
New England Energy Incorporated ("NEEI") and New England Electric System
("NEES") hereby agree to amend the Capital Maintenance Agreement dated as of
November 15, 1985, as amended by Amendment No. 1 dated as of April 28, 1989
(said Capital Maintenance Agreement being the "Capital Maintenance Agreement",
the terms defined therein being used herein as therein defined unless
otherwise defined herein) as hereinafter set forth.
1. The two introductory paragraphs are amended to read in full as
follows:
"CAPITAL MAINTENANCE AGREEMENT, dated as of November 15, 1985, made by
NEW ENGLAND ELECTRIC SYSTEM, a voluntary association of the type commonly
known as a Massachusetts business trust, organized and existing under the laws
of the commonwealth of Massachusetts (the "Shareholder"), in favor of NEW
ENGLAND ENERGY INCORPORATED, a corporation organized and existing under the
laws of the Commonwealth of Massachusetts (the "Borrower") and in favor of the
Banks (the "Banks") parties to the Credit Agreement (as defined below) and
_____________, as agent (the "Agent") for the Banks.
PRELIMINARY STATEMENT. The Banks and the Agent have entered into a
Credit Agreement dated as of _______________________, 1995, with the Borrower
(said Agreement, as it may hereafter be amended or otherwise modified from
time to time, being the "Credit Agreement", the terms defined therein and not
otherwise defined herein being used herein as therein defined). This
Agreement is intended to provide security for the CMA Advances to be made
under the Credit Agreement, and it is a condition precedent to the making of
Advances by the Banks under the Credit Agreement that the Shareholder, as
owner of 100 percent of the outstanding shares of stock of the Borrower, shall
have executed and delivered this Agreement."
2. Section 1(b) is amended to read in full as follows:
"(b) In addition to, and as a separate and independent obligation
hereunder to the Banks and the Agent, the Shareholder hereby unconditionally
guarantees and agrees to pay to the Agent (for the account of the Banks) on
each Amortization Date (to the extent not paid by the Borrower) the
outstanding principal amount of CMA Advances in excess of the Commitment
(irrespective of, and without giving effect to, any acceleration, mandatory
prepayment or other disposition, adjudication or settlement that may occur
among the Agent, the Banks and the Borrower with respect to CMA Advances on or
prior to any such Amortization Date), together with all interest thereon and
expenses (including counsel fees and expenses) incurred by the Agent or the
Banks for enforcing any rights under this subsection (b). For purposes only
of subsections (e) and (f) below, each payment by the Shareholder pursuant to
this subsection (b) shall be deemed to be an 'Investment'."
<PAGE>
3. Section 1(c) is amended to read in full as follows:
"(c) An 'Investment' shall be any of (i) the purchase by the
Shareholder and sale by the Borrower of capital stock of the Borrower, or (ii)
the purchase by the Shareholder and sale by the Borrower of promissory notes
of the Borrower subject to the terms of subordination annexed to the Credit
Agreement as Exhibit ___, or (iii) the contribution by the Shareholder to the
Borrower of additional equity capital, provided, however, in each such case,
that payment in any such transaction shall be made by the Shareholder in U.S.
Dollars to the Agent (for the account of the Borrower) at the address referred
to in Section [ 8.02 ]* of the Credit Agreement and all such payments shall be
applied pursuant to Section [ 2.10(e) ] of the Credit Agreement and the
Shareholder shall indicate in a written notice to the Agent whether such
payment is in respect of the current fiscal quarter or the preceding fiscal
quarter. If the Shareholder shall fail to indicate the fiscal quarter in
respect of which such payment is made, such payment shall be conclusively
presumed to be in respect of the current fiscal quarter. Upon receipt of any
such payment, the maximum CMA Borrowing Base shall be reduced by an amount
equal to the principal amount of CMA Advances repaid after the application
pursuant to Section [ 2.10(e) ] of the Credit Agreement."
4. Section 7 is amended to read in full as follows:
"SECTION 7. Covenants of Shareholder. So long as any CMA
Committed Advance, CMA Competitive Advance, or interest thereon, shall remain
unpaid or the Banks shall have any obligation to make CMA Advances under the
Credit Agreement, the Shareholder shall not:
(a) Maintenance of Ownership of Borrower. Sell or otherwise
dispose of any shares of capital stock of the Borrower or permit the
Borrower to issue, sell or otherwise dispose of any shares of its
capital stock except to the Shareholder.
(b) Subrogation. Exercise any rights which it may acquire by
way of subrogation under this Agreement, by any payment made hereunder
or otherwise. If any amount shall be paid to the Shareholder on account
of such subrogation rights at any time prior to the payment in full of
the CMA Committed Advances, CMA Competitive Advances, and interest
thereon, and the termination of the Banks' obligation to make CMA
Advances under the Credit Agreement, such amount shall be held in trust
for the benefit of the Agent and the Banks and shall forthwith be paid
to the Agent to be credited and applied in accordance with Section [
2.10(e) ] of the Credit Agreement. If (i) the Shareholder shall make
payment to the Agent or the Banks of all or any amounts due under the
Committed Notes, the CMA Competitive Notes or the CMA Advances, and
(ii) all amounts due under the Committed Notes, the CMA Competitive
Notes, CMA Advances, all other amounts payable with respect thereto
under the Credit Agreement, and all other amounts payable under this
Agreement shall be paid in full, and the Banks have no further
commitment to make CMA Advances under the Credit Agreement, the Agents
and the Banks will, at the Shareholder's request, execute and deliver to
the Shareholder appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by
subrogation to the Shareholder of an interest in such amounts resulting
from such payment by the Shareholder."
_______________
* Bracketed section numbers remain subject to change to reflect the final
section numbering of the Credit Agreement.
<PAGE>
5. Section 12 is amended to read in full as follows:
"SECTION 12. Continuing Agreement; Transfer of Notes. This
Agreement is a continuing agreement and shall (i) remain in full force and
effect until payment in full of the Committed Notes, the CMA Competitive
Notes, all other amounts payable with respect thereto under the Credit
Agreement, and all other amounts payable under this Agreement and the Banks
have no further commitment to make CMA Advances under the Credit Agreement,
(ii) be binding upon the Shareholder, its successors and assigns, and (iii)
inure to the benefit of and be enforceable by the Borrower, the Banks, the
Agent and their respective successors, transferees and assigns. Without
limiting the generality of the foregoing clause (iii), (a) any Bank may assign
all or a portion of its rights and obligations under the Credit Agreement as
described in Section [ 8.07 ] of the Credit Agreement and any person or entity
which has been assigned all or a portion of a CMA Advance, a CMA Committed
Note or a CMA Competitive Note shall have the rights in respect thereof
granted to Banks herein and (b) any Bank may grant participations in any CMA
Advance owing to such Bank and any Committed Note or CMA Competitive Note held
by it to any other person or entity, provided that the participants of such
participation shall not have any of the rights in respect thereof granted to
such Bank herein other than to receive the proceeds hereof as and when
received by the participating Bank."
Except as specifically amended above, the Capital Maintenance Agreement
shall remain in full force and effect and is hereby ratified and confirmed.
The name "New England Electric System" means the trustee or trustees for
the time being (as trustee or trustees but not personally) under an agreement
and declaration of trust dated January 2, 1926, as amended, which is hereby
referred to, and a copy of which as amended has been filed with the Secretary
of The Commonwealth of Massachusetts. Any agreement, obligation or liability
made, entered into or incurred by or on behalf of New England Electric System
binds only its trust estate, and no shareholder, director, trustee, officer or
agent thereof assumes or shall be held to any liability therefor.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
2 to the Capital Maintenance Agreement dated as of November 15, 1985, as
amended by Amendment No. 1 dated as of April 28, 1989, by their respective
officers thereunto duly authorized as of the date first above written.
NEW ENGLAND ENERGY INCORPORATED
DRAFT
By
Name:
Title:
NEW ENGLAND ELECTRIC SYSTEM
DRAFT
By
Name:
Title:
<PAGE>
25 Research Drive, Westborough, Massachusetts 01582
===================================================
EXHIBIT F-1
March 17, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: New England Electric System
New England Energy Incorporated
New England Power Company
File No. 70-8571
Dear Sirs:
New England Electric System (NEES), a registered holding company under
the Public Utility Holding Company Act of 1935 (the Act), is an unincorporated
voluntary association duly created and existing in The Commonwealth of
Massachusetts under an Agreement and Declaration of Trust dated January 2,
1926, as amended. New England Energy Incorporated (NEEI) is a wholly-owned
subsidiary of NEES engaged in various activities related to fuel supply for
the NEES system as authorized by the Commission. These activities presently
include exploration, development and production of oil and gas, the conversion
of such production, and the sale of fuel oil to its affiliate, New England
Power Company (NEP). NEP is the generation and transmission subsidiary of
NEES, providing electric energy at wholesale principally to the retail
operating companies within the NEES system.
NEEI proposes to enter into a revolving credit agreement (Credit
Agreement) with a group of banks (Banks) headed by Credit Suisse, which will
act as agent for the Banks. Under the Credit Agreement, the banks agree to
lend to NEEI, on a revolving credit basis, their respective shares of an
aggregate commitment in the principal amount of $225 million. This commitment
would reduce incrementally over the term of the Credit Agreement. The
proposed term of the Credit Agreement is seven years with an option for a one
year extension beyond that term. The terms of the Credit Agreement are more
fully described in Application/Declaration Form U-1 in the above-mentioned
file.
The proceeds from the proposed loan will be applied to the payment of
expenditures incurred by NEEI for oil and gas exploration and development, and
to the repayment of notes issued pursuant to a Credit Agreement dated as of
April 28, 1989 (Commission File No. 70-7613), and subordinated notes issued to
NEES.
The Boards of Directors of NEEI, NEES, and NEP have taken appropriate
votes authorizing (i) the proposed loan, and the terms thereof as set forth in
the Credit Agreement and Exhibits thereto, including the assignment by NEEI to
the Banks of a security interest in its rights under the Capital Funds
Agreement with NEES dated November 1, 1974, as amended, the Loan Agreement
with NEES dated July 19, 1978, as amended, the Capital Maintenance Agreement
with NEES dated November 15, 1985, as amended, and the Fuel Purchase Contract
with NEP dated July 26, 1979, as amended, and (ii) the amendments of the
Capital Funds Agreement, the Loan Agreement, the Capital Maintenance
Agreement, and the Fuel Purchase Contract.
<PAGE>
Based on the foregoing, it is my opinion that, if the proposed
transactions are consummated in accordance with the Application/Declaration,
as amended, and subject to appropriate action by your commission under the
Act:
(a) All state laws applicable to the proposed transactions will have
been complied with;
(b) NEEI, a Massachusetts corporation, is validly organized and duly
existing;
(c) Notes issued by NEEI pursuant to the Loan Agreement or the Capital
Maintenance Agreement will be valid and binding obligations of
NEEI in accordance with their terms, subject to laws of general
application affecting the rights and remedies of creditors; and
(d) Consummation of the proposed transactions will not violate the
legal rights of the holders of any securities issued by NEEI, NEES
or NEP or any of their associate companies.
I hereby consent to the use of this opinion as part of the statement on
Form U-1 filed by NEEI, NEES and NEP with the Securities and Exchange
Commission in connection with the proposed transactions.
Very truly yours,
s/Kirk L. Ramsauer
Kirk L. Ramsauer
Assistant General Counsel
<PAGE>
EXHIBIT H-1
FEES AND EXPENSES OF ISSUES*
The estimated expenses in connection with the proposed transactions are
itemized below:
Services of New England Power Service Company
Corporate Department (including attorneys) $ 15,000
Treasury Department (including accountants) 15,000
--------
Subtotal $ 30,000
Services of Messrs. King & Spalding (Counsel to Banks) $100,000
Credit Suisse 30,000
--------
Total (estimated) $160,000
_______________
* These fees are in addition to the fees described in Section C of Form U-1
(New Credit Agreement).
