<PAGE>File No. 30-33
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM U-5-S
ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 1999
Filed pursuant to the
Public Utility Holding Company Act of 1935 by
LOGO NATIONAL GRID USA
25 Research Drive, Westborough, Massachusetts 01582
<PAGE><TABLE>
Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1999 (1)
<CAPTION> Value Per
Books of
Percent of Issuer and
Number of Voting Power Carrying
Name of Company Common Shares (100% unless Value
(and abbreviation used herein) Owned Specified) to Owner
- ------------------------------ ------------- ------------
- ---------
(000's)
<S> <C> <C> <C>
National Grid USA (2)
Granite State Electric Company (Granite) 60,400 $24,312
Granite State Energy, Inc.
(Granite State Energy) 1,000 (326)
Unsecured Debt - 445
Massachusetts Electric
Company (Mass Electric) 2,398,111 484,273
Nantucket Electric Company (Nantucket) 1 5,883
The Narragansett Electric
Company (Narragansett) 1,132,487 277,324
NEES Energy, Inc. (NEES Energy) 1,000 (19,767)
Unsecured Debt - 202,917
Wayfinder Group, Inc. (3)
(Wayfinder) 1,000 (4,337)
Unsecured Debt - 11,951
New England Hydro-Transmission
Electric Company, Inc. (NEHTEC) 1,576,056 53.97 22,572
New England Hydro-Transmission
Corporation (NEHTC) 7,565 53.97 14,070
New England Electric Transmission
Corporation (NEET) (62) 1,770
New England Energy
Incorporated (NEEI) (4) 2,500 (25,470)
Unsecured debt - 23,594
New England Power Service Company (NEPSCO) 3 18,189
New England Power Company (NEP) 3,619,896 99.97 564,610
NEES Communications, Inc. (NEESCom) (5) 10,000 (2,845)
Unsecured debt 37,810
Metrowest Realty LLC (Metrowest) (6) 1,887
Unsecured debt 8,652
Research Drive, LLC (7)
----------
$1,647,514
==========
NEESCom
NEESTelecom* (5)
New England Hydro Finance Company
(NEHFC) (8) 504 53.97 $ 5
NEES Energy, Inc.
AllEnergy Marketing Company, LLC (Del)
(AllEnergy) (9) -
Texas Liquids Ltd, LLC
AEDR Fuels, L.L.C. 50
Texas-Ohio Gas, Inc.
NEP
Connecticut Yankee Atomic Power Company 52,50015 $15,873
Maine Yankee Atomic Power Company 100,00020 $15,024
Vermont Yankee Nuclear Power Corporation 80,002 20 $10,568
Yankee Atomic Electric Company 46,020 30 $4,766
New England Wholesale Electric Company* (10)
AllEnergy Fuels Corp.* (11)
Wayfinder
NEWHC, Inc. * (12) 1,000
<FN>
- --------------------
*Inactive.
</FN>
</TABLE>
<PAGE>
(1) Attached as Exhibit E.1. hereto is a schedule showing investments
during the year ended December 31, 1999 in the NEES Money Pool, through which
certain System companies lend to or borrow from other System companies
(Commission File Nos. 70-8901 and 70-9089).
(2)On March 22, 2000, the merger of New England Electric System (NEES)
and The National Grid Group plc (National Grid) was completed, with NEES
(renamed National Grid USA) becoming a wholly-owned subsidiary of National
Grid.
(3) At a shareholder meeting held September 27, 1999, NEES Global, Inc.
was renamed Wayfinder Group, Inc. Wayfinder is a wholly-owned, nonutility
subsidiary of National Grid USA which provides consulting services to
nonaffiliates.
(4) Samedan/NEEI Exploration Company was a partnership engaged in oil
and gas exploration and development. NEEI owned a 50% interest in the
partnership. NEEI sold its oil and gas properties in February 1998.
(5)NEESCom is a wholly-owned, nonutility subsidiary of National Grid USA
which provides telecommunications and information-related products and
services, and was formed under the laws of Massachusetts on August 2, 1996.
NEES Telecommunications Corp. (formerly CO-LOCATE, Inc.) was formed under the
laws of Massachusetts on April 9, 1998, and is wholly-owned by NEESCom.
(6)Metrowest, a Delaware limited liability corporation formed on December
18, 1998, is a wholly-owned subsidiary of National Grid USA. Metrowest owns
the System's headquarters complex and the Service Center occupied by
Massachusetts Electric.
(7)Research Drive, LLC was formed on February 28, 1999 as an acquisition
vehicle for the merger with Eastern Utilities Associates.
(8) NEHFC has two shareholders, NEHTEC and NEHTC, which each have a 50%
interest. The tabulation shown above reflects National Grid USA's indirect
ownership in NEHFC.
(9) AllEnergy, a Delaware limited liability corporation formed on
April 23, 1998 (AllEnergy DE), is the surviving entity from a merger with
AllEnergy Marketing Company, LLC, a Massachusetts limited liability
corporation (AllEnergy MA), which became effective January 1, 1999. At that
time, AllEnergy DE became a wholly-owned subsidiary of NEES Energy. AEDR
Fuels, L.L.C., a Maine limited liability corporation formed on January 12,
1998, was 50% owned by AllEnergy DE and 50% owned by Dead River Company, an
unaffiliated company. On November 26, 1999, AEDR Fuels became wholly-owned by
AllEnergy DE. Texas-Ohio Gas, Inc. was acquired on July 1, 1999 and markets
natural gas.
<PAGE> (10) Incorporated in 1972; not yet capitalized.
(11)AllEnergy Fuels Corp. was formed under the laws of Delaware on March
27, 1998 and is a wholly-owned subsidiary of National Grid USA.
(12)On September 20, 1999, the assets of New England Water Heater Company,
Inc. a subsidiary of Wayfinder were sold. The company was renamed NEWHC,
Inc., and remains a wholly-owned subsidiary of Wayfinder.
Item 2. ACQUISITION OR SALES OF UTILITY ASSETS
Merger Agreement with National Grid
- -----------------------------------
On March 22, 2000, the merger of New England Electric System (NEES) and
the National Grid Group plc (National Grid) was completed, with NEES (renamed
National Grid USA) becoming a wholly-owned subsidiary of National Grid.
Merger Agreement with Eastern Utilities Associates
- --------------------------------------------------
On April 19, 2000, the merger of Eastern Utilities Associates (EUA) and
National Grid USA was completed. National Grid USA is the surviving entity.
The subsidiaries of National Grid USA and EUA whose operations are similar are
expected to be consolidated on May 1, 2000.
Item 3. ISSUE, SALE, PLEDGE, GUARANTEE OR ASSUMPTION OF SYSTEM SECURITIES
(None to be reported.)
<PAGE><TABLE>
Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
<CAPTION>
Calendar Year 1999
------------------
Name of Company
Acquiring,
Redeeming Number of Shares
or Retiring or Principal Amount Commission
Securities --------------------------
Authorization
(Issuer unless Redeemed or (Release No.
Name of Issuer otherwise noted) Acquired Retired (1)
Consideration or Other)
-------------- ---------------- ----------- -------------
- ------------- --------------
<S> <C> <C> <C> <C> <C>
NEHFC
Secured Notes $11,520,000 $11,520,000 25304 & (B)
NEES ENERGY
Sub. Promissory Note NEES $206,120,000
$206,120,000 26520 & 26633
Sub. Promissory Note $71,800,000 $71,800,000
NEET
Common Stock 28 shares $755,677 24162
Secured Note $4,624,000 $4,624,000 24162
NARRAGANSETT
Bonds $8,000,000 $8,000,000 (B)
MASSACHUSETTS ELECTRIC
Bonds $15,000,000 $15,000,000 (B)
WAYFINDER
Sub. Promissory Note NEES $4,075,000 $4,075,000
©
Sub. Promissory Note $19,450,000 $19,450,000 ©
NEES COMMUNICATIONS, INC.
Sub. Promissory Note NEES $31,350,000 $31,350,000
(D)
Sub. Promissory Note NEES $2,350,000 $2,350,000
NEES
Common Stock 3,479 shares $172,757 (B)
<PAGE>
Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES (Cont.)
Calendar Year 1999
------------------
Name of Company
Acquiring,
Redeeming Number of Shares
or Retiring or Principal Amount Commission
Securities ------------------------ Authorization
(Issuer unless Redeemed or (Release No.
Name of Issuer otherwise noted) Acquired Retired (1)
Consideration or Other)
-------------- ---------------- ----------- -------------
- ------------- --------------
<S> <C> <C> <C> <C> <C>
NANTUCKET
Bonds $1,480,000 $1,480,000 (B)
METROWEST
Sub. Promissory Note NEES $9,801,692 $9,801,692(A)
Sub. Promissory Note $1,150,000 $1,150,000
<FN>
- --------------------
(1) Securities were extinguished.
(A) SEC Release No. 24847 and Rule 45(b)(3).
(B) Rule 42.
(C) SEC Release No. 25261, 26017, 26057, 26235, 26277, 26291, & 26681.
(D) NEESCom is an Exempt Telecommunications Company pursuant to Section 34
of the Act.
</FN>
</TABLE>
<PAGE>
<TABLE>
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES
As of December 31, 1999.
<CAPTION> Number of
Shares or General
Principal Percent Nature Carrying
Amount Voting of Issuer's Value
Name of Owner Name of Issuer Security Owned Owned Power
Business to Owner
- ------------- -------------- -------------- ---------
- ------- ----------- -----------
(in thous.)
<S> <C> <C> <C> <C> <C> <C>
NEES UNITIL Corporation Capital Stock 34,400 shs.
0.8 Public $303
no par value Utility
Three Two business Stocks $ 74
Subsidiaries development
(A) corporations
<FN>
- --------------------
(A) Mass. Electric, Narragansett, and NEP.
</FN>
</TABLE>
<PAGE><TABLE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999.
(Note A)
<CAPTION>
Mass Way-
NEES Granite Elec Narra NEEI finder NEET
NEP NEPSCO NEHTC NEHTEC NEHFC
---- ------- ---- ----- ---- ----- ----
- --- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
<C> <C> <C> <C>
Cynthia A. Arcate
9 Lowell Road, Salem, NH E-VP D s
- --------------------------------------------------------------------------------
- -------------------------------------------
Francis X. Beirne
280 Melrose St., Providence R.I.VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
Joan T. Bok
22 Beacon St., Boston, MA D
f
- --------------------------------------------------------------------------------
- -------------------------------------------
William M. Bulger
1 Beacon St., Boston, MA D f
- --------------------------------------------------------------------------------
- -------------------------------------------
John G. Cochrane VP T T T T T T T T VP
s T T T
- --------------------------------------------------------------------------------
- -------------------------------------------
Eric P. Cody VP VP
s
- --------------------------------------------------------------------------------
- -------------------------------------------
William R. Connallon
476 Union Ave., Middlesex, NJ
- --------------------------------------------------------------------------------
- -------------------------------------------
John H. Dickson
95 Sawyer Rd., Waltham, MA
- --------------------------------------------------------------------------------
- -------------------------------------------
William F. Dowd VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
William J. Flaherty
1101 Turnpike St., No. Andover, MA VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
Peter G. Flynn VP D P
- --------------------------------------------------------------------------------
- -------------------------------------------
Andrea Foley-Stapleford VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
<PAGE>
Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Granite
State Nantucket NEES NEES Texas AllEnergy
Energy Electric Comm. Energy AllEnergy Liquids
Fuels NEWHC Metrowest
------ --------- ---- ------ --------- -------
- --------- ----- ---------
Cynthia A. Arcate
9 Lowell Road, Salem, NH
- --------------------------------------------------------------------------------
- ---------------------------------------------
Francis X. Beirne
280 Melrose St., Providence R.I.VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Joan T. Bok
22 Beacon St., Boston, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
William M. Bulger
1 Beacon St., Boston, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
John G. Cochrane T T
T
- --------------------------------------------------------------------------------
- ---------------------------------------------
Eric P. Cody
- --------------------------------------------------------------------------------
- ---------------------------------------------
William R. Connallon
476 Union Ave., Middlesex, NJ VP P
s
- --------------------------------------------------------------------------------
- ---------------------------------------------
John H. Dickson
95 Sawyer Rd., Waltham, MA P D P s
VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
William F. Dowd
- --------------------------------------------------------------------------------
- ---------------------------------------------
William J. Flaherty
1101 Turnpike St., No. Andover, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Peter G. Flynn
- --------------------------------------------------------------------------------
- ---------------------------------------------
Andrea Foley-Stapleford
- --------------------------------------------------------------------------------
- ---------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Mass Way-
NEES Granite Elec Narra NEEI finder NEET
NEP NEPSCO NEHTC NEHTEC NEHFC
---- ------- ---- ----- ---- ----- ---- ---
------ ----- ------ -----
David Fredericks
2 Fairgrounds Rd., Nant., MA
- --------------------------------------------------------------------------------
- -------------------------------------------
Ronald T. Gerwatowski
280 Melrose St., Providence, RI
S s
- --------------------------------------------------------------------------------
- -------------------------------------------
Peter H. Gibson
Westborough, MA
- --------------------------------------------------------------------------------
- -------------------------------------------
Christopher G. Gulick
95 Sawyer Road, Waltham, MA
- --------------------------------------------------------------------------------
- -------------------------------------------
Gregory A. Hale C s
- --------------------------------------------------------------------------------
- -------------------------------------------
William H. Heil
95 Sawyer Road, Waltham, MA
- --------------------------------------------------------------------------------
- -------------------------------------------
David L. Holt E-VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
Alfred D. Houston D Ch D P Ch D D Ch D
D Ch Ps D D D
- --------------------------------------------------------------------------------
- -------------------------------------------
Michael E. Jesanis Sr-VP VP VP VP
s
- --------------------------------------------------------------------------------
- -------------------------------------------
David Johnson
- --------------------------------------------------------------------------------
- -------------------------------------------
Paul L. Joskow
7 Chilton Street, Brookline, MA D f
- --------------------------------------------------------------------------------
- -------------------------------------------
David C. Kennedy VP VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
John M. Kucharski
Decatur Lane, Wayland, MA D f
- --------------------------------------------------------------------------------
- -------------------------------------------
Edward H. Ladd
125 Claybrook Rd., Dover, MA D f
- --------------------------------------------------------------------------------
- -------------------------------------------
Cheryl A. LaFleur Sr-VP S D D D D D
D VP D VP Ds D D D
- --------------------------------------------------------------------------------
- -------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Granite
State Nantucket NEES NEES Texas AllEnergy
Energy Electric Comm. Energy AllEnergy Liquids
Fuels NEWHC Metrowest
------ --------- ---- ------ --------- -------
- ------- ----- ---------
David Fredericks
2 Fairgrounds Rd., Nant., MA VP s
- --------------------------------------------------------------------------------
- ---------------------------------------------
Ronald T. Gerwatowski
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
Peter H. Gibson
Westborough, MA VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Christopher G. Gulick
95 Sawyer Road, Waltham, MA
VP VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Gregory A. Hale S
C
- --------------------------------------------------------------------------------
- ---------------------------------------------
William H. Heil
95 Sawyer Road, Waltham, MA Ch
Ch P D
- --------------------------------------------------------------------------------
- ---------------------------------------------
David L. Holt
- --------------------------------------------------------------------------------
- ---------------------------------------------
Alfred D. Houston D D P
D D
- --------------------------------------------------------------------------------
- ---------------------------------------------
Michael E. Jesanis
- --------------------------------------------------------------------------------
- ---------------------------------------------
David Johnson VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Paul L. Joskow
7 Chilton Street, Brookline, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
David C.
Kennedy P
- --------------------------------------------------------------------------------
- ---------------------------------------------
John M. Kucharski
Decatur Lane, Wayland, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Edward H. Ladd
125 Claybrook Rd., Dover, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Cheryl A. LaFleur D D D
D D D
- --------------------------------------------------------------------------------
- ---------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Mass Way-
NEES Granite Elec Narra NEEI finder NEET
NEP NEPSCO NEHTC NEHTEC NEHFC
---- ------- ---- ----- ---- ----- ----
- --- ------ ----- ------ -----
Shannon M. Larson VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Ralph E. Loomis
633 Penn. Ave., NW 6th floor
Washington, DC VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
John F. Malley VP
s
- --------------------------------------------------------------------------------
- --------------------------------------------
Robert L. McCabe D
- --------------------------------------------------------------------------------
- --------------------------------------------
Joshua A. McClure
P.O. Box 1119, Westerly, RI D f
- --------------------------------------------------------------------------------
- --------------------------------------------
Howard W. McDowell T Co Co Co Co
Sr-VPCo s Co Co Co
- --------------------------------------------------------------------------------
- --------------------------------------------
Robert H. McLaren VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
James P. Meehan s
- --------------------------------------------------------------------------------
- --------------------------------------------
Rita A. Moran
939 Southbridge St.,Worcester, MA VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Charles H. Moser
55 Bearfoot Rd., Northboro, MA
VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Richard Nadeau
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- --------------------------------------------
James A. Neumann
476 Union Ave., Middlesex, NJ
- --------------------------------------------------------------------------------
- --------------------------------------------
Joseph P. Newman
55 Bearfoot Rd., Northboro, MA
VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Kwong O. Nuey VP s
55 Bearfoot Rd., Northboro, MA
- --------------------------------------------------------------------------------
- --------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, (continued).
(Note A)
Granite
State Nantucket NEES NEES Texas
AllEnergy
Energy Electric Comm. Energy AllEnergy Liquids
Fuels NEWHC Metrowest
------ --------- ---- ------ --------- -------
- ---------- ----- ---------
Shannon M.
Larson VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Ralph E. Loomis
633 Penn. Ave., NW 6th floor
Washington, DC
- --------------------------------------------------------------------------------
- ---------------------------------------------
John F. Malley
- --------------------------------------------------------------------------------
- ---------------------------------------------
Robert L. McCabe
- --------------------------------------------------------------------------------
- ---------------------------------------------
Joshua A. McClure
P.O. Box 1119, Westerly, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
Howard W. McDowell T Co
- --------------------------------------------------------------------------------
- ---------------------------------------------
Robert H. McLaren
T T
- --------------------------------------------------------------------------------
- ---------------------------------------------
James P. Meehan C C
- --------------------------------------------------------------------------------
- ---------------------------------------------
Rita A. Moran
939 Southbridge St.,Worcester, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Charles H. Moser
55 Bearfoot Rd., Northboro, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Richard Nadeau
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
James A. Neumann
476 Union Ave., Middlesex,
NJ VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Joseph P. Newman
55 Bearfoot Rd., Northboro, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Kwong O. Nuey
- --------------------------------------------------------------------------------
- ---------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Mass Way-
NEES Granite Elec Narra NEEI finder NEET
NEP NEPSCO NEHTC NEHTEC NEHFC
---- ------- ---- ----- ---- ----- ----
- --- ------ ----- ------ -----
Rosemarie O'Donahue
476 Union Ave., Middlesex, NJ
- --------------------------------------------------------------------------------
- --------------------------------------------
Lydia M. Pastuszek
55 Bearfoot Rd., Northboro, MA Sr-VP D Sr-VP D
Sr-VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Frank L. Peraino
95 Sawyer Road, Waltham, MA
- --------------------------------------------------------------------------------
- --------------------------------------------
Anthony C. Pini D P VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Ronald A. Racine D
280 Melrose St., Providence, R.I.
- --------------------------------------------------------------------------------
- --------------------------------------------
Kirk L. Ramsauer C S S C s
S C C
- --------------------------------------------------------------------------------
- --------------------------------------------
Marcy L. Reed
95 Sawyer Road, Waltham, MA
- --------------------------------------------------------------------------------
- --------------------------------------------
Lawrence J. Reilly
55 Bearfoot Rd., Northboro, MA P D P D P
D s
- --------------------------------------------------------------------------------
- --------------------------------------------
James S. Robinson VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Thomas E. Rogers VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Christopher E. Root
55 Bearfoot Rd., Northboro, MA Sr-VP D Sr-VP D
Sr-VP VP s VP VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Masheed H. Rosenqvist VP VP
s VP VP VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Timothy R. Roughan
548 Haydenville Rd., Northampton, MA VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Michael F. Ryan
280 Melrose St., Providence, RI D VPs
- --------------------------------------------------------------------------------
- --------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Granite
State Nantucket NEES NEES Texas AllEnergy
Energy Electric Comm. Energy AllEnergy Liquids
Fuels NEWHC Metrowest
------ --------- ---- ------ --------- -------
- --------- ----- ---------
Rosemarie O'Donahue
476 Union Ave., Middlesex, NJ VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Lydia M. Pastuszek
55 Bearfoot Rd., Northboro, MA Sr-VP D
- --------------------------------------------------------------------------------
- ---------------------------------------------
Frank L. Peraino
95 Sawyer Road, Waltham, MA Sr-VP
- --------------------------------------------------------------------------------
- ---------------------------------------------
Anthony C. Pini P D
D P D
- --------------------------------------------------------------------------------
- ---------------------------------------------
Ronald A. Racine
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
Kirk L. Ramsauer C S S S
- --------------------------------------------------------------------------------
- ---------------------------------------------
Marcy L. Reed
95 Sawyer Road, Waltham, MA VP T VP
T T
- --------------------------------------------------------------------------------
- ---------------------------------------------
Lawrence J. Reilly
55 Bearfoot Rd., Northboro, MA P D
- --------------------------------------------------------------------------------
- ---------------------------------------------
James S. Robinson
- --------------------------------------------------------------------------------
- ---------------------------------------------
Thomas E. Rogers
- --------------------------------------------------------------------------------
- ---------------------------------------------
Christopher E. Root
55 Bearfoot Rd., Northboro, MA Sr-VP D
- --------------------------------------------------------------------------------
- ---------------------------------------------
Masheed H. Rosenqvist
- --------------------------------------------------------------------------------
- ---------------------------------------------
Timothy R. Roughan
548 Haydenville Rd., Northampton, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Michael F. Ryan
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Mass Way-
NEES Granite Elec Narra NEEI finder NEET
NEP NEPSCO NEHTC NEHTEC NEHFC
---- ------- ---- ----- ---- ----- ----
- --- ------ ----- ------ -----
George M. Sage
P.O. Box 9527, Providence, RI D f
- --------------------------------------------------------------------------------
- --------------------------------------------
Nancy H. SalaSr-VP
55 Bearfoot Rd., Northboro, MA D s
- --------------------------------------------------------------------------------
- --------------------------------------------
Richard P. Sergel D P D D D D D P D
D D s P D P D P D
- --------------------------------------------------------------------------------
- --------------------------------------------
William T. Sherry
245 South Main St., Hopedale, MA VP
- --------------------------------------------------------------------------------
- --------------------------------------------
Charles E. Soule
84 Cliff RD
Nantucket, MA D f
- --------------------------------------------------------------------------------
- --------------------------------------------
Harry E. Stapleford VP s
- --------------------------------------------------------------------------------
- -------------------------------------------
Susan Stevens VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Ronald L. Thomas
280 Melrose St., Providence, RI D
- --------------------------------------------------------------------------------
- --------------------------------------------
John G. Upham II
170 Medford St., Malden, MA VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
Anne Wexler
1317 F Street, N.W., Suite 600
Washington, DC D f
- --------------------------------------------------------------------------------
- --------------------------------------------
James Q. Wilson
32910 Camino de Buena Ventura,
Malibu, CA D f
- --------------------------------------------------------------------------------
- --------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Granite
State Nantucket NEES NEES Texas AllEnergy
Energy Electric Comm. Energy AllEnergy Liquids
Fuels NEWHC Metrowest
------ --------- ---- ------ --------- -------
- -------- ----- ---------
George M. Sage
P.O. Box 9527, Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
Nancy H. Sala
55 Bearfoot Rd., Northboro, MA Sr-VP D
- --------------------------------------------------------------------------------
- ---------------------------------------------
Richard P. Sergel D D D
D D
- --------------------------------------------------------------------------------
- ---------------------------------------------
William T. Sherry
245 South Main St., Hopedale, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Charles E. Soule
84 Cliff Rd
Nantucket, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Harry E. Stapleford
- --------------------------------------------------------------------------------
- ---------------------------------------------
Susan Stevens
- --------------------------------------------------------------------------------
- ---------------------------------------------
Ronald L. Thomas
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
John G. Upham II
170 Medford St., Malden, MA
- --------------------------------------------------------------------------------
- ---------------------------------------------
Anne Wexler
1317 F Street, N.W., Suite 600
Washington, DC
- --------------------------------------------------------------------------------
- ---------------------------------------------
James Q. Wilson
32910 Camino de Buena Ventura,
Malibu, CA
- --------------------------------------------------------------------------------
- ---------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Mass Way-
NEES Granite Elec Narra NEEI finder NEET
NEP NEPSCO NEHTC NEHTEC NEHFC
---- ------- ---- ----- ---- ----- ----
- --- ------ ----- ------ ----
James R. Winoker
222 Richmond Street
Providence, RI D f
- --------------------------------------------------------------------------------
- --------------------------------------------
Geraldine M. Zipser S S C s
- --------------------------------------------------------------------------------
- --------------------------------------------
Peter T. Zschokke
280 Melrose St., Providence, RI VP s
- --------------------------------------------------------------------------------
- --------------------------------------------
<PAGE>Item 6. OFFICERS AND DIRECTORS
Part I. As of December 31, 1999 (continued).
(Note A)
Granite
State Nantucket NEES NEES Texas AllEnergy
Energy Electric Comm. Energy AllEnergy Liquids
Fuels NEWHC Metrowest
------ --------- ---- ------ --------- -------
- -------- ----- ---------
James R. Winoker
222 Richmond Street
Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
Geraldine M. Zipser
S S
- --------------------------------------------------------------------------------
- ---------------------------------------------
Peter T. Zschokke
280 Melrose St., Providence, RI
- --------------------------------------------------------------------------------
- ---------------------------------------------
Key: Ch-Chairman; ChB-Chairman of the Board; VCh-Vice Chairman;
D-Director; P-President; E-VP-Executive Vice President;
Sr-VP-Senior Vice President; VP-F-Vice President--Finance; VP-Vice
President; T-Treasurer; Co-Controller; C-Clerk;
S-Secretary; s-Salary; f-Fee.
Note A: Address is 25 Research Drive, Westborough, Massachusetts 01582 unless
otherwise indicated.
</TABLE>
<PAGE><TABLE>
Item 6. OFFICERS AND DIRECTORS
Part II. Financial Connections as of December 31, 1999.
<CAPTION>
Position
Name and Held in
Name of Location of Financial Applicable
Officer or Financial Institution Exemption
Director Institution (g) Rule
---------- ----------- ----------- ----------
<S> <C> <C> <C>
William M. Bulger Citizens Bank of Massachusetts D a
Boston, MA
John M. Kucharski State Street Corporation D a
Boston, MA
Richard P. SergelState Street CorporationDa, e
Boston, MA
<FN>
- --------------------
a - Rule 70(a)
e - Rule 70(e)
g - C-Chairman & CEO; D-Director; T-Trustee
</FN>
</TABLE>
Item 6. OFFICERS AND DIRECTORS
Part III.
Disclosures made in Annual Report on Form 10-K, filed in 2000 for NEP,
follow:
EXECUTIVE COMPENSATION
- ----------------------
The following table gives information with respect to all compensation
(whether paid directly by NEP or billed to it as hourly charges) for services
in all capacities for NEP for the years 1997 through 1999 to or for the
benefit of the Chief Executive Officer and the four other most highly
compensated executive officers.<PAGE>NEP
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
Long-Term
Annual Compensation (b) Compensation
-------------------------- -------------------
Other Restricted
Name and Annual & Deferred All Other
Principal Compensa- Share LTIP Compensa-
Position Year Salary Bonus tion Awards
Payouts tion
(a) ($) ($)(c) ($)(d) ($)(e) ($) ($)(f)
- ---------- ---- ------- ------ --------- ----------
- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Peter G. 1999 154,707 74,812 3,616 30,220 46,464
359
Flynn 1998 57,838 29,383 1,151 12,176 6,864 75
President
(Elected 1/99)
Alfred D. 1999 40,385 20,766 1,054 11,576 20,235
219
Houston 1998 49,236 32,804 1,137 18,677 17,545
288
Chairman
Cheryl A. 1999 36,268 17,321 1,278 7,871 19,015
82
LaFleur 1998 32,922 18,509 1,258 8,562 6,143 69
Vice 1997 85,555 93,340 3,311 1,832 0 149
President
Masheed H. 1999 124,740 45,569 2,538 17,671 0 412
Rosenqvist 1998 113,697 44,654 2,285 17,618 0 366
Vice
President
James S. 1999 115,920 42,415 2,693 16,405 22,018
167
Robinson 1998 108,205 39,143 2,510 17,734 13,641
149
Vice
President
</TABLE>
(a)Certain officers of NEP are also officers of affiliate companies.
(b)Includes deferred compensation in category and year earned.
(c)The bonus figure represents: cash bonuses under an incentive compensation
plan, the all-employee goals program, the variable match of the incentive
thrift plan, including related deferred compensation plan matches, special
cash bonuses, and unrestricted shares under the incentive share plan. In
1997, the bonus amounts were all cash or contributions to the incentive thrift
plan, including related deferred compensation plan matches. See descriptions
under Plan Summaries.
(d)Includes amounts reimbursed by NEP for the payment of taxes on certain
noncash benefits and NEP contributions to the incentive thrift plan that are
not bonus contributions including related deferred compensation plan match.
See description under Plan Summaries.
<PAGE>
(e)The incentive share awards for the named executives who were also NEES
executives (1997 - 1999) and the other named executives (in 1998 only) were in
the form of restricted shares (with a five-year restriction) or deferred share
equivalents, deferred for receipt for at least five years, at the executive's
option. As cash dividends were declared, the number of deferred share
equivalents increased as if the dividends were reinvested in shares. The
shares awarded for the other named executives in 1997 were not restricted and
the value of the awards is included in the bonus column.
As of December 31, 1999, the following executive officers held the amount of
restricted and deferred shares with the value indicated: Mr. Flynn 3,691
shares, $191,009 value; Mr. Houston 19,545 shares, $1,011,454 value; Ms.
LaFleur 8,306 shares, $429,836 value; Ms. Rosenqvist 376 shares, $19,458
value; and Mr. Robinson 131 shares, $6,779 value. The value was calculated by
multiplying the closing market price on December 31, 1999 by the number of
shares.
(f)Includes NEP contributions to life insurance. See description under Plan
Summaries. The life insurance contribution is calculated based on the value
of term life insurance for the named individuals. The premium costs for most
of these policies have been or will be recovered by NEP.
<PAGE>Share Ownership
- ---------------
As of March 23, 2000, there were no outstanding NEES common shares due
to the completion of the merger with The National Grid Group plc and no
officers or directors of NEP owned any NEP securities.
Plan Summaries
- --------------
A brief description of the various plans through which compensation and
benefits have been provided to the named executive officers is presented below
to better enable shareholders to understand the information presented in the
tables shown earlier. The amounts of compensation and benefits provided to
the named executive officers under the plans described below (and charged to
NEP) are presented in the Summary Compensation Table.
Goals Program
The Goals Program establishes goals annually. For 1999, these included
goals related to core operating income, costs for customers for electricity
delivery, safety, absenteeism, transmission and distribution reliability,
environmental and OSHA compliance, and customer satisfaction. Some goals
apply to all employees, while others apply to particular functional groups.
Depending upon the number of goals met, and provided the minimum earnings goal
is met, employees may earn a cash bonus of 1 percent to 4-1/2 percent of their
compensation.
Incentive Thrift Plan
The incentive thrift plan (a 401(k) program) provides for a match of 40
percent of up to the first 5 percent of base compensation contributed to the
incentive thrift plan (shown under Other Annual Compensation in the Summary
Compensation Table) and, based on an incentive formula tied to core operating
income, may fully match the first 5 percent of base compensation contributed
(the additional amount, if any, is shown under Bonus in the Summary
Compensation Table). Under Federal law, contributions to these plans are
limited. In 1999, the salary reduction amount was limited to $10,000.
Deferred Compensation Plan
The Deferred Compensation Plan offered executives the opportunity to
defer base pay and bonuses. The plan offered the option of investing at the
prime rate or in NEES common shares. Under Federal law, the Incentive Thrift
Plan, described above, was required to limit participant base compensation to
$160,000 in calculating the NEES match. Under the Deferred Compensation Plan,
NEES made a contribution to an executive's share account equivalent to the
resultant reduction in his or her match under the Incentive Thrift Plan.
Life Insurance
National Grid USA has established for certain senior executives life
insurance plans funded by individual policies. The combined death benefit
under these insurance plans is three times the participant's annual salary.
These plans are structured so that, over time, National Grid USA should
recover the cost of the insurance premiums.
<PAGE>
After termination of employment, Mr. Houston may elect, commencing at age
55 or later, to receive an annuity income equal to 22.5 percent of 1998 annual
salary plus 40 percent of final annual salary. In that event, the life
insurance is reduced over 15 years to an amount equal to his final annual
salary.
Incentive Compensation Plan
Under the bonus plan for certain senior employees, bonuses are tied to
achievement of core business operating income and strategic objectives.
Annual income targets and strategic objectives are established for each year.
Bonuses are also dependent upon the achievement of individual goals. An
individual's award of shares under the incentive share plan has been a fixed
percentage of her or his cash bonus for that year. If no cash award was made,
no shares would be distributed.
Financial Counseling
- --------------------
National Grid USA pays for personal financial counseling for certain
executives. As required by the IRS, a portion of the amount paid is reported
as taxable income for the executive. Financial counseling is also offered to
other employees through seminars conducted at various locations each year.
Other
- -----
National Grid USA does not have any share option plans.
Long-Term Incentive Plan - Awards in Last Fiscal Year
- -----------------------------------------------------
The Long-Term Performance Share Award Plan provided awards based on
various measures of NEES performance over a three-year period. Each award
factor functioned independently. The performance targets for each cycle were
set by the Compensation Committee of the NEES Board. Performance was rated on
rolling three-year periods, with a new cycle beginning each year. An
individual's potential award under the plan was a fixed percentage (ranging
from 15 percent to 50 percent) of base pay. At the end of the three-year
cycle, the participant received NEES shares based upon the performance against
the various factors.
The only measure of performance for the cycle commencing January 1, 1999
was the successful completion of the merger with National Grid.
The following table shows the awards, for those executive officers named
in the Summary Compensation Table, under the Long-Term Performance Share Award
Plan for the performance cycle commencing January 1, 1999. Due to the change
of control provisions in the plan, triggered by the merger with National Grid
on March 22, 2000, the listed participants received awards in the amounts
indicated in the table. The amount awarded was based upon the average of
incentive compensation target achievement for the prior three years and not
upon the measure specified above.
<PAGE>NEP
- ---
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE-BASED PLANS
- ------------------------------------------------
<TABLE>
<CAPTION>
Number of Actual Change
Common Shares Performance in Control
Name Allotted Period Award (a)
--------- ----------- ------------
<S> <C> <C> <C>
Peter G. Flynn 856 3 years 744
Alfred D. Houston 5187 3 years 4512
Cheryl A. LaFleur 2534 3 years 2204
Masheed H. Rosenqvist 388 3 years 338
James S. Robinson 361 3 years 314
</TABLE>
(a)The awards in this column were made as a result of the change in control on
March 22, 2000. The listed participants received awards in the amounts
indicated in the table. The amount awarded was based upon the average of
incentive compensation target achievement for the prior three years and not
upon the measure specified above.
<PAGE>Payments Upon a Change of Control or Termination of Employment
- -------------------------------------------------------------------
National Grid USA is a party to agreements with each of Mr. Houston, Ms.
LaFleur, and Mr. Flynn (each, an Executive and each agreement, a Severance
Agreement), which Severance Agreements were entered into in 1995 with Mr.
Houston and on March 1, 1998 with the other Executives and which remain in
effect for the three year period following (1) a Change in Control of NEES (as
defined in the Severance Agreements) or (2) a Major Transaction (as defined in
the Severance Agreements). In accordance with the terms of the Severance
Agreements, if the applicable Executive's employment is terminated within
three years following the event described in clause (1) or (2), as applicable,
National Grid USA will pay to the Executive the severance payments and will
provide to the Executive the severance benefits described below, unless the
Executive's employment is terminated (x) by National Grid USA for Cause, (y)
by the Executive without Good Reason or (z) by reason of the Executive's
death, Disability or Retirement (each term, as defined in the Severance
Agreements).
The shareholder approval of the merger agreement with The National Grid
Group plc (May 1999) constituted a Major Transaction and the merger with The
National Grid Group plc on March 22, 2000 constituted a Change in Control.
Accordingly, in the event an Executive's employment is terminated within three
years following the Major Transaction or Change in Control, such Executive
will be entitled to receive, in lieu of any other payments due to the
Executive: (1) lump sum cash payment equal to three times (two times, in
certain cases) the sum of (a) the higher of (I) such Executive's annual base
compensation in effect at the time of termination and (ii) such Executive's
annual base compensation in effect immediately prior to the Change in Control
or Major Transaction and (b) the higher of (I) the average of the annual
bonuses awarded to such Executive under the New England Electric Companies'
Senior Incentive Compensation Plan, New England Electric Companies' Incentive
Compensation Plan I, II and III and the Incentive Share Plan (collectively,
the Incentive Plans) for the three performance years ended prior to the date
of termination and (ii) the average of the annual bonuses awarded to such
Executive pursuant to the Incentive Plans for the three performance years
ended prior to the Change in Control or Major Transaction; (2) a cash lump sum
payment equal to the excess of (a) the actuarial equivalent of the retirement
pension which the Executive would have accrued under the terms of each pension
plan of National Grid USA (determined as if the Executive (I) were fully
vested thereunder and had accumulated 36 additional months (24 additional
months, in certain cases) of service credit thereunder and (ii) had been
credited under each such pension plan of National Grid USA during such 36
month period with compensation at the higher of (A) the Executive's
compensation during the 12 months prior to the date of termination and (B) the
Executive's compensation during the 12 months ending on the date of the Change
in Control or Major Transaction) over (b) the actuarial equivalent of the
retirement pension which the Executive had actually accrued pursuant to the
provisions of National Grid USA's pension plans as of the date of his or her
termination of employment; (3) the continuation of employee welfare benefits
for three years (two years, in certain cases) following the date of
termination, reduced to the extent the Executive receives such benefits from a
subsequent employer; (4) if the Executive would have otherwise been entitled
to post-retirement health care or life insurance had he continued to be
employed for three additional years (two additional years, in certain cases),
such post-retirement health care and life insurance commencing on the later of
<PAGE>
(a) the date that such coverage would have first become available to the
Executive and (b) the date that the benefits described in clause (3) above
terminate and (5) the reimbursement of legal fees and expenses, if any,
incurred by the Executive in disputing any issue relating to the termination
of his employment. Notwithstanding the above, payments to be made and
benefits to be provided to the Executives will be reduced to the extent
necessary to avoid imposition of the excise tax (the Excise Tax) pursuant to
Section 4999 of the Code; in certain cases, however, such payments and
benefits will be reduced only if such reduction would yield a greater result
to the Executive than actual payment by the Executive of the Excise Tax.
Pursuant to the merger agreement with National Grid, National Grid and
National Grid USA entered into a consulting contract with Mr. Houston. The
consulting contract is for a term of two years and provides for payments to
Mr. Houston of $200,000 per year.
Upon a change in control a participant in the deferred compensation plan
has the option of receiving a full distribution of the participant's cash and
share accounts and the actuarial value of future benefits from the insurance
related benefits under a prior plan, all less 10 percent.
NEES's bonus plans, including the incentive compensation plans, the
Incentive Thrift Plan, and the Goals Program, provided for payments equal to
the average of the bonuses for the three prior years in the event of a Change
of Control. These payments would be made in lieu of the regular bonuses for
the year in which the Change in Control occurs. The Long-Term Performance
Share Award Plan provided for a cash payment equal to the value of the
performance shares in the participants' account times the average target
achievement percentage for the Incentive Thrift Plan for the three prior
years. The Retirees Health and Life Insurance Plan has provisions preventing
changes in benefits adverse to the participants for three years following a
Change in Control.
Director Compensation
- ---------------------
Members of the NEP Board who are employees of National Grid USA companies
receive no fees for service on the Board. Non-employee directors receive an
annual retainer of $20,000 plus a meeting fee of $1,000 for each Board or
committee meeting attended.
Retirement Plans
The following table shows estimated annual benefits payable to executive
officers under the qualified pension plan and the supplemental retirement
plan, assuming retirement at age 65 in 2000.
<PAGE><TABLE>
PENSION TABLE
<CAPTION>
Five-Year
Average 10 Years 15 Years 20 Years 25 Years 30 Years
35 Years
Compensa- of of of of of of
tion Service Service Service Service Service Service
- --------- -------- -------- -------- -------- --------
- --------
<S> <C> <C> <C> <C> <C> <C>
$100,000 18,926 29,276 39,626 49,976 60,326 70,676
$150,000 29,276 42,414 57,439 72,464 87,489 102,514
$200,000 39,626 57,439 75,251 94,951 114,651 134,351
$250,000 49,976 72,464 94,951 116,814 141,064 165,314
$300,000 60,326 87,489 114,651 141,064 167,477 184,123
$350,000 70,676 102,514 134,351 165,314 196,277
215,865
$400,000 81,026 117,539 154,051 189,564 225,077
241,590
$450,000 91,376 132,564 173,751 213,814 253,877
279,315
$500,000 101,726 147,589 193,451 238,064 282,677
311,040
</TABLE>
For purposes of the retirement plans, Mr. Flynn, Mr. Houston, Ms.
LaFleur, Ms. Rosenqvist, and Mr. Robinson currently have 18, 21, 14, 18, and
12 credited years of service, respectively.
Benefits under the pension plans are computed using formulae based on
percentages of highest average compensation computed over five consecutive
years. The compensation covered by the pension plan includes salary, bonus,
and incentive share awards. Long-Term Performance Share awards are not
included. The benefits listed in the pension table are not subject to
deduction for Social Security and are shown without any joint and survivor
benefits. If the participant elected at age 65 a 100 percent joint and
survivor benefit with a spouse of the same age, the benefit shown would be
reduced by approximately 16 percent.
The pension plan table above does not include annuity payments to be
received in lieu of life insurance for Mr. Houston. The payments are
described above under Plan Summaries.
NEP contributes the full cost of post-retirement health benefits for
senior executives.
Item 7. CONTRIBUTIONS AND PUBLIC RELATIONS
(1) None. Payments are made to certain employees and other persons, who
may act in the capacities enumerated in Item 7 for services rendered or
materials purchased, but such payments are not contributions.
(2) Year Ended December 31, 1999.
<PAGE><TABLE>
<CAPTION>
Accounts Charged,
if any, per Books
Purpose of Disbursing
Name of Recipient or Beneficiary (A) Company Amount
- ------------------------------- ------- ----------------- ------
<S> <C> <C> <C>
Name of Company
---------------
AllEnergy
---------
Choate, Hall and Stewart930.20 $ 105,000.00
Mass. Electric
--------------
Associated Industries of Mass., Inc. 930.20 $ 10,000.00
Ecotarium 930.20 $ 10,000.00
Joyce & Joyce (B) 426.40 $ 46,463.00
Massachusetts High Technology Council 930.20 $ 20,000.00
Other (4) 426.40 $ 10,006.00
The Alliance to Save Energy 426.10 $ 12,800.00
Other (2) 930.20 $ 10,159.00
Other (8) 426.10 $ 22,651.00
NEP
---
Gallagher, Callahan and Gartrell (B) 426.40 $ 40,221.00
Gary A. Hale 426.40 $ 71,020.00
Sullivan & Leshane, Inc. 426.40 $ 25,440.00
Alliance for Competitive Energy 426.40 $ 44,106.00
Joyce & Joyce (B) 426.40 $ 46,463.00
City of Quincy 426.10 $ 100,000.00
Other (6) 426.10 $ 17,807.00
Narragansett
------------
McGovern, Noel & Benik, Inc. (B) 426.40 $ 30,000.00
John G. Coffey, Esq. (B) 426.40 $ 20,000.00
Winsor Association Consultants (B) 426.40 $ 20,000.00
Other (5) 426.10 $ 18,890.00
Other (2) 426.40 $ 2,677.00
Other (1) 930.20 $ 1,439.00
Granite State
-------------
Gallagher Callahan and Gartrell (B) 426.40 $ 44,071.00
Other (3) 426.10 $ 4,198.00
Other (1) 930.20 $ 2,378.00
<PAGE> NEPSCO
------
Edison Electric Institute 426.40 $ 121,988.00
Edison Electric Institute 930.20 $ 387,443.00
NEES
----
Massachusetts Business Roundtable 930.20 $ 13,300.00
Joyce & Joyce 930.20 $ 10,677.00
Other (3) 426.40 $ 5,261.00
Nantucket Electric Company
--------------------------
None
<FN>
- --------------------
(A)All such payments, unless otherwise noted, were subscriptions, dues, and/or
contributions.
(B)Payments for legislative services.
</FN>
</TABLE>
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS
Part I.
<TABLE>
<CAPTION>
Serving Receiving Compensation
Transaction Company Company (1999)
- ----------- ------- --------- ------------
<S> <C> <C> <C>
Phase I Terminal Facility
Support Agreement (1) NEET NEP $ 1,559,965
Phase II Massachusetts Transmission NEHTEC NEP ($ 154,868)
Facilities Support Agreement (2)
Phase II New Hampshire Transmission NEHTC NEP $ 776
Facilities Support Agreement (3)
<FN>
- --------------------
(1) Agreement dated 12/1/81 as amended was in effect at 12/31/99.
(2) Agreement dated 6/1/85 as amended was in effect at 12/31/99.
(3) Agreement dated 6/1/85 as amended was in effect at 12/31/99.
</FN>
</TABLE>
Part II.
See Item 6, Part III.
<PAGE> Part III.
None.
Item 9. WHOLESALE GENERATORS AND FOREIGN UTILITY COMPANIES
None.
Item 10. FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements
- --------------------
NEES Consolidating Financial Statements (Supplement A-1) and Financial
Statements and Supporting Schedules of NEP as reported on its 1999 Form 10-K
(Supplement A-2).
Exhibits
- --------
Unless otherwise indicated, the exhibits listed below are incorporated by
reference to the appropriate exhibit numbers and the commission file numbers
indicated in parenthesis.
A. Annual Reports:
1. Connecticut Yankee Atomic Power Company 1999 Annual Report to Shareholders
(To be filed under cover of Form SE).
2.Maine Yankee Atomic Power Company 1999 Annual Report (Filed under cover
of Form SE).
3.Massachusetts Electric Company, 1999 Annual Report (Filed under cover
of Form SE).
4.The Narragansett Electric Company, 1999 Annual Report (Filed under
cover of Form SE).
5.New England Power Company, Form 10-K for the year ended December 31,
1999 (File No. 1-6564).
6. a.Vermont Yankee Nuclear Power Corporation 1999 Annual Report to
Stockholders (Filed under cover of Form SE).
b.Vermont Yankee Nuclear Power Corporation 1999 FERC Form 1 (Filed
under cover of Form SE).
7. Yankee Atomic Electric Company 1999 Annual Report to
Stockholders
(Filed under cover of Form SE).
8.New England Electric Transmission Corporation 1999 Annual Report
(Filed under cover of Form SE).
<PAGE>B. Corporate Documents:
1.AEDR Fuels, L.L.C.:
AEDR Fuels Operating Agreement effective, December 1997 (Exhibit B.4 to NEES
1998 Form U-5-S).
2. AllEnergy Marketing Company, L.L.C.:
a.Agreement and Plan of Merger dated December 31, 1998 (Exhibit 10(ii) to
1998 NEES Form 10-K, File No. 1-3446).
b.Limited Liability Company Agreement (Exhibit B-1 to Amendment No.
1 to Form U-1, File No. 70-8921).
c.Amendment No. 1 to Limited Liability Company Agreement (Exhibit
10(jj) to 1997 NEES Form 10-K, File No. 1-3446).
3. Texas Liquids, L.L.C.:
Limited Liability Company Agreement (Exhibit B.2.a to NEES 1997 Form
U-5-S).
4.Granite State Electric Company:
a.Articles of Organization (Exhibit B.1.a to NEES 1983 Form U-5-S).
b.By-laws March 27, 1998 (Exhibit B.4.b to NEES 1998 Form U-5-S).
5. Granite State Energy, Inc.:
a.Certificate of Incorporation (Exhibit No. 3(I) to Certificate of
Notification, File No. 70-8803).
b.By-laws (Exhibit No. 3(ii) to Certificate of Notification, File
No. 70-8803).
6.Massachusetts Electric Company:
a.Articles of Organization (Exhibit B.2.a to NEES 1983 Form U-5-S);
Articles of Amendment dated March 5, 1993, August 11, 1993, September 20,
1993, and November 11, 1993 (Exhibit 3(a) to 1993 Form 10-K, File No. 0-5464);
Articles of Amendment dated January 27, 1998 (Filed herewith).
b.By-laws (Exhibit 3(b) to 1997 Mass. Electric Form 10-K, File No.
0-5464).
7. Nantucket Electric Company:
a.Articles of Organization (Exhibit A-6 filed under cover of Form
SE, File No. 70-8675).
b.By-laws (Exhibit A-7 filed under cover of Form SE, File No. 70-
8675).
<PAGE> 8.The Narragansett Electric Company:
a.Charter (Exhibit B.3.a to NEES 1983 Form U-5-S); Amendment to
Charter dated June 9, 1988 (Exhibit B.3.a to NEES 1988 Form
U-5-S).
b.By-laws (Exhibit 3 to 1980 Form 10-K, File No. 0-898).
c.Preference Provisions as amended dated December 15, 1997 (Exhibit
4(C) to NEES 1997 Form 10-K, File No. 1-3446).
9. NEES Communications, Inc.:
a.Articles of Organization (Exhibit B.9.a to NEES 1996 Form U-5-S).
b.By-laws (Exhibit B.9.b to NEES 1996 Form U-5-S).
10. NEES Energy, Inc.:
a.Certificate of Incorporation (Exhibit 3(I) to Certificate of
Notification, File No. 70-8803).
b.By-laws (Exhibit 3(ii) to Certificate of Notification, File No.
70-8803).
11.NEES Telecommunications Corp.:
a.Articles of Organization as amended through May 29, 1998 (Filed herewith).
b. By-Laws (Filed herewith).
12.New England Electric System:
Agreement and Declaration of Trust (as amended through May 3, 1999 (Filed
herewith).
13. New England Electric Transmission Corporation:
a.Restated Articles of Incorporation (Exhibit B.6.a to NEES 1983
Form U-5-S).
b.By-laws dated March 17, 1998 (Exhibit B.13.b to NEES 1998 Form
U-5-S)
14. New England Energy Incorporated:
a.Articles of Organization (Exhibit B.7.a to NEES 1983 Form U-5-S);
Articles of Amendment dated April 8, 1988 (Exhibit B.8.a to NEES 1988 Form
U-5-S).
b.By-laws (Exhibit B.8.b to NEES 1995 Form U-5-S).
15. New England Hydro Finance Company, Inc.
a.Articles of Organization (Exhibit B.9.a to NEES 1988
Form U-5-S).
b.By-laws (Exhibit B.9.b to NEES 1995 Form U-5-S).
<PAGE> 16. New England Hydro-Transmission Corporation
a.Articles of Incorporation (Exhibit B.8.a to NEES 1986 Form U-5-S);
Articles of Amendment dated January 18, 1989 (Exhibit B.10.a to NEES 1988 Form
U-5-S).
b.By-laws dated March 17, 1998 (Exhibit B.16.b to NEES 1998 Form
U-5-S).
17. New England Hydro-Transmission Electric Company
a.Restated Articles of Organization dated January 13, 1989 (Exhibit
B.11.a to NEES 1988 Form U-5-S).
b.By-laws dated March 17, 1998 (Exhibit B.17.b to NEES 1998 Form
U-5-S).
18.New England Power Company:
a.Articles of Organization (Exhibit B.8.a to NEES 1983 Form U-5-S);
Articles of Amendment dated June 25, 1987 (Exhibit B.12.a to NEES 1988 Form
U-5-S); Articles of Amendment dated January 27, 1998 (Filed herewith).
b.By-laws (Exhibit 3(b) to 1997 Form 10-K, File No. 0-1229).
19. New England Power Service Company:
a.Articles of Organization (Exhibit B.9.a to NEES 1983 Form U-5-S).
b.By-laws (Exhibit B.13.b to NEES 1988 Form 10-K, File No. 0-1229).
20. NEWHC, Inc.:
a.Articles of Merger (Exhibit B.20.a to NEES 1998 Form U-5-S);
Articles of Amendment dated October 21, 1999 (Filed herewith).
b.By-laws dated March 30, 1998 (Exhibit B.20.b to NEES 1998 Form
U-5-S).
21.Metrowest Realty, L.L.C.:
Limited Liability Company Agreement dated as of December 17, 1998 (Exhibit
B.21 to NEES 1998 Form U-5-S).
22.Research Drive, LLC:
Limited Liability Company Amended and Restated Certificate of
Organization dated February 26, 1999 (Filed herewith).
23. Wayfinder Group, Inc.
a.Articles of Organization (Exhibit B.5.a to NEES 1993 Form U-5-S).
Articles of Amendment dated June 27, 1997 and December 13, 1999
(Filed herewith).
b. By-Laws (Exhibit B.5.b to NEES 1993 Form U-5-S).
<PAGE>C. Funded Debt:
1. Granite State Electric Company:
a.Note Agreement with Aid Association for Lutherans dated as of October 1,
1991 (Exhibit C-1 to NEES 1991 Form U-5-S).
b.Note Agreement with First Colony Life Insurance Company dated as
of November 1, 1993 (Exhibit C-1 to NEES 1993 Form U-5-S).
c.Note Agreement with First Colony Life Insurance Company dated as
of July 1, 1995 (Exhibit A to Granite Certificate of Notification, File No.
70-8625).
d.Note Agreement with the Paul Revere Life Insurance Company dated as of June
15, 1998 (Exhibit C.1.d to NEES 1998 Form U-5-S).
2. Massachusetts Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of July 1,
1949, and twenty-one supplements thereto (Exhibit 7-A, File No. 1-8019;
Exhibit 7-B, File No. 2-8836; Exhibit 4-C, File No. 2-9593; Exhibit 4 to 1980
Form 10-K, File No. 2-8019; Exhibit 4 to 1982 Form 10-K, File No. 0-5464;
Exhibit 4 to 1986 Form 10-K, File No. 0-5464; Exhibit 4(a) to 1988 Form 10-K,
File No. 1-3446; Exhibit 4(a) to 1989 Form 10-K, File No. 1-3446; Exhibit 4(a)
to 1992 Form 10-K, File No. 1-3446; Exhibit 4(a) to 1993 Form 10-K, File No.
1-3446; Exhibit 4(a) to 1995 NEES Form 10-K, File No. 1- 3446).
3. The Narragansett Electric Company:
First Mortgage Indenture and Deed of Trust, dated as of September 1,
1944, and twenty-three supplements thereto (Exhibit 7-1, File No. 2-7042;
Exhibit 7-B, File No. 2-7490; Exhibit 4-C, File No. 2-9423; Exhibit 4-D, File
No. 2-10056; Exhibit 4 to 1980 Form 10-K, File No. 0-898; Exhibit 4 to 1982
Form 10-K, File No. 0-898; Exhibit 4 to 1983 Form 10-K, File No. 0-898;
Exhibit 4 to 1985 Form 10-K, File No. 0-898; Exhibit 4 to 1986 Form 10-K, File
No. 0-898; Exhibit 4 to 1987 Form 10-K, File No. 0-898; Exhibit C-3 to NEES
1991 Form U-5-S; Exhibit 4(b) to 1992 Form 10-K, File No. 1- 3446; Exhibit
4(b) to 1993 Form 10-K, File No. 1-3446; Exhibit 4(b) to 1995 NEES Form 10-K,
File No. 1- 3446), Exhibit 4(b) to 1997 NEES Form 10-K, File No. 1-3446).
4.New England Electric Transmission Corporation:
Note Agreement with PruCapital Management, Inc. et al. dated as of
September 1, 1986; Mortgage, Deed of Trust and Security Agreement dated as of
September 1, 1986 (Exhibit 10(g) to 1986 Form 10-K, File No. 1-3446).
5.New England Power Company:
a.Loan Agreement with Massachusetts Industrial Finance Agency dated
as of March 15, 1980 and two supplements thereto (Exhibit C.8.c to NEES 1983
Form U-5-S); Supplements dated as of October 1, 1992 and September 1, 1993
(Exhibit C.6.b to NEES 1993 Form U-5-S); Fifth Supplement dated as of August
1, 1998 (Exhibit 5.a to NEES 1998 Form U-5-S).
<PAGE>
b.Loan Agreement with Business Finance Authority of the State of New
Hampshire (formerly the Industrial Development Authority of the State of New
Hampshire) dated as of November 15, 1983 (Exhibit C.8.d to NEES 1983 Form
U-5-S); First Supplement dated as of April 1, 1986 (Exhibit C.7.d to NEES 1986
Form U-5-S); Second Supplement dated as of August 1, 1988 (Exhibit C.7.d to
NEES 1988 Form U-5- S); Third Supplement dated as of February 1, 1989; Fourth
Supplement dated as of November 1, 1990 (Exhibit C.6.d to NEES 1990 Form
U-5-S); Fifth Supplement dated as of June 15, 1991 (Exhibit C.6.d to NEES 1991
Form U-5-S); Sixth Supplement dated as of January 1, 1993 (Exhibit C.6.d to
NEES 1992 Form U-5-S); Seventh Supplement dated as of October 1, 1993 and
Eighth Supplement dated as of December 1, 1993 (Exhibit C.6.c to NEES 1993
Form U-5-S); Ninth Supplement dated as of February 1, 1995 (Exhibit 6.c to
NEES 1995 Form U-5-S), Tenth Supplement dated as of January 15, 1996, Eleventh
Supplement dated as of January 15, 1996, and Twelfth Supplement dated as of
December 1, 1996 (Exhibit 6.c to NEES 1996 Form U-5-S); Thirteenth Supplement
dated as of August 1, 1998 (Exhibit 5.b to NEES 1998 Form U-5-S).
c.Loan Agreement with the Connecticut Development Authority dated as
of September 1, 1999 (Filed herewith).
D.New England Electric System and Subsidiary Companies, Federal and State
Income Tax Allocation Agreement (Exhibit D to NEES 1998 Form U-5-S).
E. 1.Schedule showing Money Pool investments for 1999 (Filed herewith).
2.Wayfinder annual report on Modified Form U-13-60 (Filed herewith).
F. Schedules (Filed herewith).
G. Financial Data Schedules (To be filed by amendment).
H. None.
I. None.
<PAGE>
SIGNATURE
National Grid USA has duly caused this Annual Report, Form U-5-S, for
the year ended December 31, 1999, Commission's File No. 30-33 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.
NATIONAL GRID USA
s/John G. Cochrane
By:
John G. Cochrane
Vice President and Treasurer
Date: May 1, 2000
<PAGE>EXHIBIT INDEX
- -------------
Exhibit No. Description Page
- ----------- ----------- ----
Supplement NEES Consolidating Balance Sheet,Filed herewith
A-1 Consolidating Income and Retained Earnings
Statements and Consolidating Statement of
Changes in Financial Position for the year
ended December 31, 1999
Supplement NEP Form 10-K for the year ended Incorporated
A-2 December 31, 1999 by reference
A.1Connecticut Yankee Atomic Power CompanyFiled under
1999 Annual Reportcover of Form SE
A.2 Maine Yankee Atomic Power Company Filed under
1999 Annual Report cover of Form SE
A.3 Massachusetts Electric CompanyFiled under
1999 Annual Reportcover of Form SE
A.4Narragansett Electric CompanyFiled under
1999 Annual Reportcover of Form SE
A.5 New England Power Company Incorporated
Form 10-K for the year ended December 31, by reference
1999
A.6.a Vermont Yankee Nuclear Power Corporation Filed under
1999 Annual Report to Stockholders cover of Form SE
A.6.b Vermont Yankee Nuclear Power Corporation Filed under
1999 FERC Form 1 cover of Form SE
A.7 Yankee Atomic Electric Company Filed under
1999 Annual Report to Stockholders cover of Form SE
A.8 New England Electric Transmission Filed under
Corporation 1999 Annual Reportcover of Form SE
B.1AEDR Fuels, L.L.C. Operating Agreement Incorporated
by reference
B.2.a AllEnergy Marketing Company, L.L.C. Incorporated
Agreement and Plan of Merger by reference
B.2.b AllEnergy Marketing Company, L.L.C. Incorporated
Limited Liability Company Agreement by reference
<PAGE>EXHIBIT INDEX
- -------------
Exhibit No. Description Page
- ----------- ----------- ----
B.2.cAllEnergy Marketing Company, L.L.C. Incorporated
Amendment No. 1 to Limited Liability by reference
Company Agreement
B.3 Texas Liquids, L.L.C. Limited Liability Incorporated
Company Agreement by reference
B.4.a Granite State Electric Company Incorporated
Articles of Organization by reference
B.4.b Granite State Electric Company Incorporated
By-lawsby reference
B.5.a Granite State Energy, Inc. Incorporated
Certificate of Incorporation by reference
B.5.b Granite State Energy, Inc. Incorporated
By-laws by reference
B.6.a Massachusetts Electric Company Articles Filed herewith
of Organization and Articles of Amendment
B.6.b Massachusetts Electric Company Incorporated
By-laws by reference
B.7.a Nantucket Electric Company Incorporated
Articles of Organization by reference
B.7.b Nantucket Electric Company Incorporated
By-laws by reference
B.8.a The Narragansett Electric Company Incorporated
Charter and Amendments thereto by reference
B.8.b The Narragansett Electric Company Incorporated
By-laws by reference
B.8.c The Narragansett Electric Company Incorporated
Preference Provisions as amended by reference
B.9.a NEES Communications, Inc. Incorporated
Articles of Organization by reference
B.9.b NEES Communications, Inc. Incorporated
By-laws by reference
B.10.a NEES Energy, Inc. Incorporated
Certificate of Incorporation by reference
<PAGE>EXHIBIT INDEX
- -------------
Exhibit No. Description Page
- ----------- ----------- ----
B.10.b NEES Energy, Inc. Incorporated
By-laws by reference
B.11.aNEES Telecommunications CorpFiled herewith
Articles of Organization
B.11.bNEES Telecommunications CorpFiled herewith
By-laws
B.12 New England Electric System Filed herewith
Agreement and Declaration of Trust
B.13.a New England Electric Transmission Corporation Incorporated
Restated Articles of Incorporation by reference
B.13.b New England Electric Transmission Corporation Incorporated
By-lawsby reference
B.14.a New England Energy Incorporated Incorporated
Articles of Organization and Articles of by reference
Amendment
B.14.b New England Energy Incorporated Incorporated
By-laws by reference
B.15.a New England Hydro Finance Company, Inc. Incorporated
Articles of Organization by reference
B.15.b New England Hydro Finance Company, Inc. Incorporated
By-Laws by reference
B.16.a New England Hydro-Transmission Corporation Incorporated
Articles of Incorporation and Articles of by reference
Amendment
B.16.b New England Hydro-Transmission CorporationIncorporated
By-lawsby reference
B.17.a New England Hydro-Transmission Electric Incorporated
Company Restated Articles of Organization by reference
B.17.b New England Hydro-Transmission Electric Incorporated
Company By-lawsby reference
B.18.a New England Power Company Filed herewith
Articles of Organization and
Articles of Amendment
<PAGE>EXHIBIT INDEX
- -------------
Exhibit No. Description Page
- ----------- ----------- ----
B.18.b New England Power Company Incorporated
By-laws by reference
B.19.a New England Power Service Company Incorporated
Articles of Organization by reference
B.19.b New England Power Service Company Incorporated
By-laws by reference
B.20.aNEWHC, Inc. Filed herewith
Articles of Amendment
B.20.bNEWHC, Inc. Incorporated
By-Lawsby reference
B.21 Metrowest Realty LLC Incorporated
Limited Liability Company Agreement by reference
B.22 Research Drive, LLC: Limited Liability Filed herewith
Company amended and restated Certificate
of Organization dated February 26, 1999
B.23.a Wayfinder Filed herewith
Articles of Amendment
B.23.b Wayfinder Incorporated
By-laws by reference
C.1.a Granite State Electric Company Incorporated
Note Agreement with Aid Association for by reference
Lutherans
C.1.b Granite State Electric Company Incorporated
Note Agreement with First Colony Life by reference
Insurance Company
C.1.c Granite State Electric Company Incorporated
Note Agreement with First Colony Life by reference
Insurance Company
C.1.d Granite State Electric Company Incorporated
Note Agreement with Paul Revere Lifeby reference
Insurance Company
C.2 Massachusetts Electric Company Incorporated
First Mortgage Indenture and Deed of Trust by reference
and twenty-one supplements thereto
<PAGE>EXHIBIT INDEX
- -------------
Exhibit No. Description Page
- ----------- ----------- ----
C.3 The Narragansett Electric Company Incorporated
First Mortgage Indenture and Deed of Trust by reference
and twenty-three supplements thereto
C.4 New England Electric Transmission Corporation Incorporated
Note Agreement with PruCapital Management, by reference
Inc. et al. and Mortgage, Deed of Trust and
Security Agreement
C.5.a New England Power Company Incorporated
Loan Agreement with Massachusetts Industrial by reference
Finance Agency and five supplements
thereto
C.5.b New England Power Company Incorporated
Loan Agreement with Business Finance by reference
Authority of the State of New Hampshire
(formerly the Industrial Development Authority
of the State of New Hampshire) and thirteen
supplements thereto
C.5.c New England Power Company Filed herewith
Loan Agreement with Connecticut Development
Authority
D New England Electric System and SubsidiaryIncorporated
Companies, Federal and State Income Tax by reference
Allocation Agreement
E.1 Money Pool investments for 1999 Filed herewith
E.2 Wayfinder Annual Report on Modified Filed herewith
Form U-13-60
F Schedules Filed under
cover of Form SE
G Financial Data Schedules To be filed by
amendment
<PAGE>
SUPPLEMENT A-1
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 1999
CONSOLIDATING INCOME AND RETAINED EARNINGS STATEMENTS
FOR YEAR ENDED DECEMBER 31, 1999
CONSOLIDATING STATEMENT OF CASH FLOWS
FOR YEAR ENDED DECEMBER 31, 1999
<PAGE><TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
INDEX OF CONSOLIDATED WORKSHEETS
YEAR ENDED DECEMBER 31, 1999
<CAPTION>
Pages
- -----
<S>
<C>
Consolidating Balance
Sheet........................................................... 1
Consolidating Statement of
Income..................................................... 2
Consolidating Statement of Retained
Earnings.......................................... 3
Consolidating Statement of Cash
Flows................................................. 4
INDEX OF INDIVIDUAL COMPANY STATEMENTS
Balance Statement
Retained Statement of
Sheet of Income
Earnings Cash Flows
------- ---------
- -------- ------------
<S> <C> <C>
<C> <C>
GRANITE STATE ELECTRIC COMPANY (GRANITE STATE) 1 2 3 4
MASSACHUSETTS ELECTRIC COMPANY (MASS. ELECTRIC) 1 2 3 4
THE NARRAGANSETT ELECTRIC COMPANY (NARRA. ELECTRIC) 1 2 3 4
NEW ENGLAND POWER COMPANY (NEP) 1 2 3 4
NEW ENGLAND ENERGY INCORPORATED (NEEI) 1 2 3 4
NEW ENGLAND POWER SERVICE COMPANY (NEPSCO) 1 2 3 4
NEW ENGLAND HYDRO-TRANSMISSION ELECTRIC COMPANY,
INC. (NEHTECI) 1 2 3 4
NEW ENGLAND HYDRO-TRANSMISSION CORPORATION (NEHTC) 1 2 3 4
METROWEST REALTY LLC (METRO) 1 2 3 4
WAYFINDER GROUP, INC. (WAYFINDER),
formerly NEES Global, Inc. 1 2 3 4
NEES COMMUNICATIONS, INC. (NEESCOM) 1 2 3 4
NANTUCKET ELECTRIC COMPANY (NANT.ELECTRIC) 1 2 3 4
GRANITE STATE ENERGY (GS EN) 1 2 3 4
NEES ENERGY (NEES EN) 1 2 3 4
NEW ENGLAND ELECTRIC SYSTEM (PARENT) 1 2 3 4
</TABLE>
<PAGE><TABLE>
Page 1A
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEET
DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
<CAPTION>
GRANITE MASS. NARRA.
STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO
NEHTECI NEHTC
------- -------- -------- --- ---- ------
- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Utility plant,
at original cost $75.3 $1,691.1 $752.4 $1,312.4
$220.6 $170.7
Less accumulated
depreciation and
amortization 25.2 543.0 226.3 849.7 79.5
52.5
----- ------- ----- ------- ---- ------
- ------ ------
50.1 1,148.1 526.1 462.7 141.1 118.2
Construction work in
progress 0.5 11.4 2.2 30.1
----- ------- ------ ------- ---- ------
- ------ ------
Net utility plant 50.6 1,159.5 528.3 492.8
141.1 118.2
----- ------- ------ ------- ---- ------
- ------ ------
Investments in
nuclear power
companies, at equity 46.2
Investments in other
subsidiaries, at
equity
Other investments
at cost 43.5 $82.7
Current assets 11.7 214.7 76.6 370.9 $10.8 27.9
4.2 1.0
Deferred charges and
other assets 2.6 40.2 60.3 1,349.3 16.3 4.4
4.6
----- ------- ------ ------- ---- ------
- ------ ------
$64.9 $1,414.4 $665.2 $2,302.7 $10.8 $126.9
$149.7 $123.8
===== ======= ====== ======= ==== ======
====== ======
<PAGE>Page 1B
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEET
DECEMBER 31, 1999 (IN MILLIONS, ROUNDED NEAREST TO HUNDRED THOUSAND)
(Continued)
NANT.
METRO WAYFINDER NEESCOM ELECTRIC GS EN NEES EN
PARENT
----- --------- ------- -------- ----- -------
- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Utility plant,
at original cost $44.1
Less accumulated
depreciation and
amortization 9.6
------ ------ ------ ------ ------ ------
- --------
34.5
Construction work in
progress
------ ------ ------ ------ ------ ------
- --------
Net utility plant 34.5
------ ------ ------ ------ ------ ------
- --------
Investments in
nuclear power
companies, at equity
Investments in other
subsidiaries, at
equity $1,647.5
Other investments
at cost $10.8 $3.1 $35.9 $13.4 5.7
Current assets 0.1 0.9 1.6 5.4 $0.1 109.3 2.7
Deferred charges and
other assets 4.0 1.1 3.0 115.5 3.1
------ ------ ------ ------ ------ ------
- ---------
$10.9 $8.0 $38.6 $42.9 $0.1 $238.2 $1,659.0
====== ====== ====== ====== ====== ======
=========
<PAGE>Page 1C
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEET
DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
(Continued)
TOTAL
ADJUSTMENTS NEES
& ELMINATIONS CONSOLIDATED
(INCR)/DECR
------------- ------------
<S> <C> <C>
Assets
Utility plant,
at original cost $0.4 $4,266.2
Less accumulated
depreciation and
amortization 1,785.8
-------- --------
0.4 2,480.4
Construction work in
progress 44.2
-------- --------
Net utility plant 0.4 2,524.6
-------- --------
Investments in
nuclear power
companies, at equity 46.2
Investments in other
subsidiaries, at
equity 1,645.7 1.8
Other investments
at cost (13.0) 208.1
Current assets 195.2 642.7
Deferred charges and
other assets 33.4 1,571.0
----------------
$1,861.7 $4,994.4
======== ========
</TABLE>
<PAGE>Page 1D
<TABLE>
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEET
DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
(Continued)
<CAPTION>
GRANITE MASS. NARRA.
STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO
NEHTECI NEHTC
------- -------- --------- --- ---- ------
- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Capitalization and
liabilities
Common share equity $24.5 $484.6 $277.7 $332.3 ($25.5)
$29.0 $44.8 $27.9
Minority interests in
consolidated
subsidiaries
Cumulative preferred
stock 10.7 7.2 1.6
Long-term debt 20.0 332.5 153.8 371.8 23.6
63.7 38.2
----- ----- ----- ----- ----- ----- -----
- -----
Total capitalization 44.5 827.8 438.7 705.7 (1.9)
29.0 108.5 66.1
----- ----- ----- ----- ----- ----- -----
- -----
Current liabilities
Long-term debt due
within 1 year 21.0 15.0 6.9 4.6
Short-term debt 43.0 9.7 38.5 5.3
Other current
liabilities 12.8 265.7 86.0 318.5 12.7 22.5
2.8 5.1
----- ----- ----- ----- ----- ----- -----
- -----
Total current
liabilities 12.8 329.7 110.7 357.0 12.7 27.8
9.7 9.7
----- ----- ----- ----- ----- ----- -----
- -----
Deferred federal and
state income taxes 4.1 169.5 82.9 179.7 (17.3)
23.2 18.6
Unamortized investment
tax credits 0.8 13.3 6.1 19.1 8.3 5.0
Other reserves and
deferred credits 2.7 74.1 26.8 1,041.2 87.4
24.4
----- ------- ------ -------- ----- ------
- ------ -----
$64.9 $1,414.4 $665.2 $2,302.7 $10.8 $126.9
$149.7 $123.8
===== ======= ====== ======== ===== ======
====== =====
<PAGE>Page 1E
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEET
DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
(Continued)
NANT.
METRO WAYFINDER NEESCOM ELECTRIC GS EN NEES EN
PARENT
---- ------ -------- ----- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Capitalization and
liabilities
Common share equity $1.9 ($4.3) ($2.8) $5.9 ($0.3)
($19.8) $1,593.2
Minority interests in
consolidated
subsidiaries
Cumulative preferred
stock
Long-term debt 8.6 11.9 37.8 26.2 0.4 203.5
----- ----- ----- ----- ----- ----- -------
Total capitalization 10.5 7.6 35.0 32.1 0.1 183.7
1,593.2
----- ----- ----- ----- ----- ----- -------
Current liabilities
Long-term debt due
within 1 year 1.5 0.3
Short-term debt 2.3 22.0
Other current
liabilities 0.4 0.4 3.6 3.7 46.7 39.9
----- ----- ----- ----- ----- ----- ------
Total current
liabilities 0.4 0.4 3.6 7.5 47.0 61.9
----- ----- ----- ----- ----- ----- -----
Deferred federal and
state income taxes 1.5 (0.8) (3.9)
Unamortized investment
tax credits 0.1
Other reserves and
deferred credits 1.7 8.3 7.8
----- ----- ----- ----- ----- ------ --------
$10.9 $8.0 $38.6 $42.9 $0.1 $238.2 $1,659.0
===== ===== ===== ===== ===== ====== ========
<PAGE>Page 1F
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
BALANCE SHEET
DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
(Continued)
TOTAL
ADJUSTMENTS NEES
& ELIMINATIONS CONSOLIDATED
(INCR)/DECR
-------------- ------------
<S> <C> <C>
Capitalization and
liabilities
Common share equity $1,176.3 $1,592.8
Minority interests in
consolidated
subsidiaries (36.0) 36.0
Cumulative preferred
stock 19.5
Long-term debt 285.3 1,006.7
-------- -------
Total capitalization 1,425.6 2,655.0
-------- -------
Current liabilities
Long-term debt due
within 1 year 49.3
Short-term debt 60.3 60.5
Other current
liabilities 367.1 453.7
------- ------
Total current
liabilities 427.4 563.5
------- ------
Deferred federal and
state income taxes 1.6 455.9
Unamortized investment
tax credits 52.7
Other reserves and
deferred credits 7.1 1,267.3
------- --------
$1,861.7 $4,994.4
======== ========
</TABLE>
<PAGE><TABLE>
Page 2A
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
<CAPTION> GRANITE MASS. NARRA.
STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO
NEHTECI NEHTC
------- -------- -------- --- ---- ------
- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating revenue $61.4 $1,331.9 $440.2 $596.3
$35.1 $29.4
----- ------- ------ ------ ---- ---- -----
- ----
Operating expenses:
Fuel for generation 12.8
Purchased electric energy 33.8 729.2 227.3 244.5
Cost of Sales AllEnergy
Other operation 13.7 324.3 76.0 70.9 ($0.1)
3.8 9.8
Maintenance 2.0 34.6 13.2 28.5 1.0 0.1
Depreciation and amortization 2.7 65.6 22.2
103.1 8.9 5.8
Taxes, other than income
taxes 2.2 34.4 37.7 20.3 3.5 2.6
Income taxes 1.8 44.3 15.4 37.6 (0.4) 4.1 2.5
----- ------- ------ ------- ---- ---- -----
- ----
Total operating expenses 56.2 1,232.4 391.8 517.7
(0.5) 21.3 20.8
----- ------- ------ ------- ---- ---- -----
- ----
Operating income 5.2 99.5 48.4 78.6 0.5 13.8
8.6
Other income:
Allowance for equity funds
used during construction 2.0
Equity in income of
generating companies 2.9
Other income (expense), net (0.2) 0.6 (2.0) 2.1
$1.8 0.1
---- ------ ----- ----- ---- ---- ----- ----
Operating and other income 5.0 100.1 46.4 85.6 0.5
1.8 13.9 8.6
Interest: ---- ------ ----- ----- ---- ----
- ----- ----
Interest on long-term debt 1.6 27.0 14.2 14.1
6.9 4.2
Other interest 0.4 11.7 3.4 1.0
Allowance for borrowed funds
used during construction (0.7) (0.1) (0.5)
---- ------ ----- ----- ---- ---- ----- ----
Total interest 2.0 38.0 17.5 14.6 6.9 4.2
---- ------ ----- ----- ---- ---- ----- ----
Income after interest 3.0 62.1 28.9 71.0 0.5 1.8
7.0 4.4
Preferred dividends and net gain/loss on
reacquisition of preferred stock of
subsidiaries 0.6 0.4 (0.2)
Minority interests
---- ------ ----- ----- ---- ---- ----- ----
Net income $3.0 $61.5 $28.5 $71.2 $0.5 $1.8
$7.0 $4.4
==== ====== ===== ===== ==== ===== =====
====<PAGE>Page 2B
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
NANT.
METRO WAYFINDER NEESCOM ELECTRIC GS EN NEES EN
PARENT
---- --------- --------- ------- ------- ------
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating revenue $1.1 $11.3 $3.4 $16.1 $0.6 $442.9
---- ---- ---- ---- ---- ------ ------
Operating expenses
Fuel for generation
Purchased electric energy 5.5 0.5
Cost of sales AllEnergy 393.1
Other operation 5.1 3.9 3.6 0.1 53.6 $10.1
Maintenance 1.2
Depreciation and amortization 0.2 1.6 0.7 2.3 9.6
Taxes, other than income taxes 0.2 0.5 0.2
Income taxes 2.7 (0.6) 0.4 (4.8) 0.3
---- ---- ---- ---- ---- ------ ------
Total operating expenses 0.2 9.4 4.2 13.5 0.6
451.5 10.6
---- ---- ---- ---- ---- ------ ------
Operating income 0.9 1.9 (0.8) 2.6 (8.6) (10.6)
Other income:
Allowance for equity funds
used during construction
Equity in income of
generating companies 64.7
Other income (expense), net (0.2) (0.2) 0.7
110.1
---- ---- ---- ---- ---- ------ ------
Operating and other income 0.9 1.7 (1.0) 2.6
(7.9) 164.2
---- ---- ---- ---- ---- ------ ------
Interest:
Interest on long-term debt 1.8
Other interest 0.2 0.9
Allowance for borrowed funds
used during construction
---- ---- ---- ---- ---- ------ ------
Total interest 2.0 0.9
---- ---- ---- ---- ---- ------ ------
Income after interest 0.9 1.7 (1.0) 0.6 (7.9)
163.3
Preferred dividends and net gain/loss on
reacquisition of preferred stock of
subsidiaries
Minority interests
---- ---- ---- ---- ---- ------ ------
Net income $0.9 $1.7 ($1.0) $0.6 $0.0 ($7.9)
$163.3
==== ==== ==== ==== ==== ====== ======<PAGE>Page 2C
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
INCOME STATEMENT
YEAR ENDED DECEMBER 31, 1999(IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
(Continued)
TOTAL ADJUSTMENTS NEES
& ELIMINATIONS CONSOLIDATED
(INCR)/DECR
-------------- ------------
<S> <C> <C>
Operating revenue $346.2 $2,623.5
------- --------
Operating expenses
Fuel for generation 12.8
Purchased electric energy 266.0 974.8
Cost of Sales AllEnergy 393.1
Other operation 76.1 498.7
Maintenance 80.6
Depreciation and amortization 222.7
Taxes, other than income taxes 101.6
Income taxes 2.5 100.8
------- --------
Total operating expenses 344.6 2,385.1
------- --------
Operating income 1.6 238.4
Other income:
Allowance for equity funds
used during construction 2.0
Equity in income of
generating companies 64.7 2.9
Other income (expense), net 105.4 7.4
------- --------
Operating and other income 171.7 250.7
------- --------
Interest:
Interest on long-term debt 69.8
Other interest 5.0 12.6
Allowance for borrowed funds used during construction (1.3)
------- --------
Total interest 5.0 81.1
------- --------
Income after interest 166.7 169.6
Preferred dividends and net gain/loss on
reacquisition of preferred stock of
subsidiaries (0.3) 1.1
Minority interests (5.7) 5.7
------- --------
Net income $172.7 $162.8
======= ========<PAGE>
Page 3A
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
<CAPTION>
GRANITE MASS. NARRA.
STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO
NEHTECI NEHTC
------- -------- -------- ------ ------ ------
- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Retained earnings at
beginning of year $11.8 $208.5 $86.5 $204.6 ($26.2)
$1.8 $0.2 ($0.1)
Additions:
Net income after preferred
dividends of subsidiaries 3.0 61.5 28.5 71.2 0.5
1.8 7.0 4.4
Deductions:
Common dividends 0.5 85.1 241.4 1.8 6.5 3.8
Repurchase of common stock 7.1
----- ----- ----- ----- ----- ----- -----
- -----
Retained earnings at end
of year $14.3 $184.9 $115.0 $27.3 ($25.7) $1.8
$0.7 $0.5
===== ===== ===== ===== ===== ===== ===== =====
<PAGE>Page 3B
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
NANT.
METRO WAYFINDER NEESCOMELECTRIC GS EN NEES ENPARENT
---- --------- --------- ------- ------- -------
- --------
<S> <C> <C> <C> <C> <C> <C>
Retained earnings at
beginning of year $0.0 ($10.4) ($1.8) $1.4 ($0.3)
($22.5) $998.9
Additions:
Net income after preferred
dividends of subsidiaries 0.9 1.7 (1.0) 0.6
(7.9) 163.3
Deductions:
Common dividends 140.1
Repurchase of common stock
---- ---- ---- ---- ---- ----- -------
Retained earnings at end
of year $0.9 ($8.7) ($2.8) $2.0 ($0.3) ($30.4)
$1,022.1
===== ===== ==== ==== ==== ====== ========
<PAGE>Page 3C
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF RETAINED EARNINGS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
TOTAL
ADJUSTMENTS NEES
& ELIMINATIONS CONSOLIDATED
(INCR)/DECR
-------------- ------------
<S> <C> <C>
Retained earnings at
beginning of year $453.5 $998.9
Additions:
Net income after preferred
dividends of subsidiaries 172.7 162.8
Deductions:
Common dividends 339.6 139.6
Repurchase of common stock 7.1
------ ------
Retained earnings at end
of year $279.5 $1,022.1
====== ======
<PAGE>Page 4ANEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
<CAPTION>
GRANITE MASS. NARRA.
STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO
NEHTECI NEHTC
------- -------- -------- --- ---- ------
- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Operating Activities:
Net Income $3.0 $62.1 $28.9 $71.0 $0.5 $1.8
$7.0 $4.4
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Decrease (increase) in
undistributed earnings of subsidiaries
Depreciation and amortization 2.7 65.6 22.2
108.8 8.9 5.8
Deferred income taxes and
investment tax credits-net 0.3 (30.5) 0.7 14.1
(3.2) 1.9 1.1
Allowance for funds used
during construction (0.7) (0.1) (2.5)
Buyout of purchased power contracts (3.5)
Minority interests
Decrease (increase) in other
current assets 0.4 53.9 4.8 4.7 3.5 14.1 0.5
0.6
Increase (decrease) in payables
and other current liabilities 3.2 84.4 2.2 (113.7)
2.8 4.1 (1.2) 1.3
Other, net (1.2) (11.3) (5.8) (4.0) 2.0 (18.6)
(0.1) 0.4
---- ---- ---- ----- ---- ---- ---- ----
Net cash provided by (used
in) operating activities $8.4 $223.5 $52.9 $74.9
$8.8 ($1.8) $17.0 $13.6
---- ---- ---- ----- ---- ---- ---- ----
Investing Activities:
Plant expenditures,excluding
allowance for funds used during
construction (3.4) (81.4) (25.1) (56.9)
Sale of available-for-sale
securities, net
Decrease (increase) in
other investments* (0.4) (0.2) (4.4) (4.4)
---- ----- ----- ------ ---- ---- ---- ----
Net cash provided by (used
in) investing activities ($3.4) ($81.8) ($25.3)
($61.3) ($4.4)
---- ----- ----- ------ ---- ----- ---- ----
<PAGE>Page 4B
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
NANT.
METRO WAYFINDER NEESCOM ELECTRIC GS EN NEES EN
PARENT
---- --------- ------- --------- ------- ------
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Operating Activities:
Net Income $0.9 $1.7 ($1.0) $0.6 ($7.9) $163.3
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Decrease(increase) in
undistributed earnings of subsidiaries (57.4)
Depreciation and amortization 0.3 1.6 0.7 2.3 9.6
Deferred income taxes and
investment tax credits-net (0.9) (0.2) (0.2)
0.3
Allowance for funds used
during construction
Buyout of purchased power contracts
Minority interests
Decrease (increase) in other
current assets 0.2 (0.4) 0.6 $0.1 (23.0) 12.2
Increase (decrease) in payables
and other current liabilities 0.3 (0.2) (1.8) 1.1
(0.2) 7.2 (7.6)
Other, net (2.1) (4.2) (8.2)
---- ---- ---- ---- ---- ---- ----
Net cash provided by (used
in) operating activities $1.5 $0.3 ($2.7) $4.4
($0.1) ($18.3) $102.6
---- ---- ---- ---- ---- ---- -----
Investing Activities:
Plant expenditures, excluding
allowance for funds used during
construction (26.2) (2.0)
Sale of available-for-sale
securities, net 55.9
Decrease (increase) in
other investments* (11.0) 14.6 (106.3) (0.5)
---- ---- ---- ---- ---- ----- -----
Net cash provided by (used
in) investing activities ($11.0) $14.6 ($26.2)
($2.0) ($106.3) $55.4
---- ---- ---- ---- ---- ----- -----
<PAGE>Page 4C
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
TOTAL ADJUSTMENTS NEES
& ELIMINATIONS CONSOLIDATED
(INCR)/DECR
-------------- ------------
<S> <C> <C>
Operating Activities:
Net Income $173.5 $162.8
Adjustments to reconcile net
income to net cash provided
by (used in) operating activities:
Decrease(increase)in undistributed
earnings of subsidiaries (57.4)
Depreciation and amortization 228.5
Deferred income taxes and
investment tax credits-net (16.6)
Allowance for funds used during construction (3.3)
Buyout of purchased power contracts (3.5)
Minority interests (5.7) 5.7
Decrease (increase) in other current assets 46.4 25.8
Increase (decrease) in payables
and other current liabilities (34.8) 16.7
Other, net (53.1)
------- -------
Net cash provided by (used
in) operating activities $122.0 $363.0
------- -------
Investing Activities:
Plant expenditures, excluding allowance
for funds used during construction (195.0)
Sale of available-for-sale
securities, net (2.0) 57.9
Decrease (increase) in other investments* (3.7) (108.9)
------- -------
Net cash provided by (used
in) investing activities ($5.7) ($246.0)
------- -------
*Includes AllEnergy acquisitions<PAGE>Page 4D
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
<CAPTION>
GRANITE MASS. NARRA.
STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO
NEHTECI NEHTC
------- -------- -------- --- ---- ------
- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Financing Activities:
Dividends paid to minority
interests
Dividends paid on common
shares ($2.2) ($89.9) ($4.0) ($9.1) ($1.8)
($6.6) ($4.0)
Dividends paid on preferred stock (0.6) (0.4) (0.1)
Long-term debt - retirements (15.0) (8.0)
(7.0) (4.5)
Capital contribution from parent
Subordinated notes payable
to parent (net)
Changes in short-term debt (37.7) (16.9) 38.5
5.3 (1.5)
Return of capital to minority
interests and related premium (3.9)
(2.8)
Repurchase of common shares (18.0)
----- ----- ----- ----- ----- ----- -----
- -----
Net cash provided by (used
in) financing activities ($2.2) ($143.2) ($29.3)
$11.3 $3.5 ($17.5) ($12.8)
----- ----- ----- ------- ----- ----- -----
- -----
Net increase (decrease) in
cash and cash equivalents $2.8 ($1.5) ($1.7) $24.9
$8.8 ($2.7) ($0.5) $0.8
Cash and cash equivalents at
beginning of year 3.3 7.0 3.0 179.4 1.0 2.8 3.2
----- ----- ----- ------- ----- ----- -----
- -----
Cash and cash equivalents at
end of year $6.1 $5.5 $1.3 $204.3 $9.8 $0.1
$2.7 $0.8
===== ===== ===== ===== ===== ===== =====
=====
<PAGE>Page 4E
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED
THOUSAND)
(Continued)
NANT.
METRO WAYFINDER NEESCOM ELECTRIC GS EN NEES EN
PARENT
---- --------- ------- --------- ------ -------
- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Financing Activities:
Dividends paid to minority
interests
Dividends paid on common
shares ($137.6)
Dividends paid on preferred stock
Long-term debt - retirements ($1.5) ($0.3)
Capital contribution from parent $1.0 14.2
Subordinated notes payable
to parent (net) 8.6 ($15.4) $29.0 134.3
(156.5)
Changes in short-term debt (0.9) 22.0
Return of capital to minority
interests and related premium
Repurchase of common shares (0.1) (0.4)
----- ----- ----- ----- ----- ----- ------
Net cash provided by (used
in) financing activities $9.6 ($15.4) $29.0 ($2.4)
$133.9 ($258.3)
----- ----- ----- ----- ----- ----- ------
Net increase (decrease) in
cash and cash equivalents $0.1 ($0.5) $0.1 ($0.0)
($0.1) $9.3 ($100.3)
Cash and cash equivalents at
beginning of year 0.6 0.2 4.2 100.5
----- ----- ----- ----- ----- ----- ------
Cash and cash equivalents at
end of year $0.1 $0.1 $0.1 $0.0 $0.1 $13.5 $0.2
===== ===== ===== ===== ===== ===== =====
<PAGE>Page 4F
NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
(Continued)
TOTAL
ADJUSTMENTS NEES
& ELIMINATIONS CONSOLIDATED
(INCR)/DECR
-------------- ------------
<S> <C> <C>
Financing Activities:
Dividends paid to minority interest $5.3 ($5.3)
Dividends paid on common shares (118.1) (137.1)
Dividends paid on preferred stock (1.1)
Long-term debt - retirements (36.3)
Capital contribution from parent 15.2
Subordinated notes payable
to parent (net)
Changes in short-term debt (51.7) 60.5
Return of capital to minority
interests and related premium (3.4) (3.3)
Repurchase of common shares (15.5) (3.0)
------ ------
Net cash provided by (used
in) financing activities ($169.3) ($124.5)
------ ------
Net increase (decrease) in
cash and cash equivalents ($52.9) ($7.6)
Cash and cash equivalents at
beginning of year 117.5 187.7
------ ------
Cash and cash equivalents at
end of year $64.6 $180.1
====== ======
</TABLE>
<PAGE>
Massachusetts Electric Company
Articles of Amendment
As of January 27, 1998, Article 18 of the Company's Articles of
Organization were amended such that Article XVIII Section 4E(4) was deleted.
Further, the following two paragraphs, to wit:
The voting rights set forth in subsections B, C, and D shall not be effective
if, in connection with any matter specified therein, provision is made for the
purchase, redemption or retirement of all the Preferred Stock and Preferred
Stock-Cumulative at the time outstanding, or it is provided that the proposed
action shall not be effective unless such provision is made.
In the calculations in subsections D and E of "at least two-thirds of the
total number of shares of Preferred Stock and the Preferred Stock-Cumulative"
or of "at least a majority of the total number" of such shares, each share of
Preferred Stock bearing $100 par value shall be counted as one and each share
of Preferred Stock-Cumulative bearing $25 par value shall be counted as
one-quarter.
were moved from Section 4E of said Article to become the last two paragraphs
of Section 4F.
<PAGE>
ARTICLES OF ORGANIZATION
(General Laws, Chapter 156B)
ARTICLE I
The exact name of the corporation is:
NEES Telecommunications Corp.
ARTICLE II
The purpose of the corporation is to engage in the following business
activities:
To engage in the business of providing co-location facilities for
telecommunications carriers and related services, and to carry on any other
telecommunications business permitted by the laws of Massachusetts to a
corporation organized under the Massachusetts Business Corporation Law,
Chapter 156B of the Massachusetts General Laws.
ARTICLE III
State the total number of shares and par value, if any, of each class of stock
which the corporation is authorized to issue.
Without Par ValueWith Par Value
TypeNumber of SharesTypeNumber of Shares Par Value
Common:Common: 200,000 $0.01
Preferred:Preferred:
ARTICLE IV
If more than one class of stock is authorized, state a distinguishing
designation for each class. Prior to the issuance of any shares of a class,
if shares of another class are outstanding, the corporation must provide a
description of the preferences, voting powers, qualifications, and special or
relative rights or privileges of that class and of each other class of which
shares are outstanding and of each series then established within any class.
None
ARTICLE V
The restrictions, if any, imposed by the Articles of Organization upon the
transfer of shares of stock of any class are:
None
ARTICLE VI
**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.
<PAGE>Attachment to Article VI
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 of stockholders, or of any class of stockholders:
6A.LIMITATION OF DIRECTOR LIABILITY
Except to the extent that Chapter 156B of the Massachusetts General Laws
prohibits the elimination or limitation of liability of directors for breaches
of fiduciary duty, no director of the corporation shall be personally liable
to the corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing
such liability. No amendment to or repeal of this provision shall apply to or
have any effect on the liability or alleged liability of any director of the
corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.
6B.INDEMNIFICATION
1. The corporation shall, to the fullest extent permitted by the
applicable provisions of Chapter 156B of the Massachusetts General Laws, as
amended from time to time, indemnify each person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
by reason of the fact that he is or was, or has agreed to become, a director
or officer of the corporation, or is or was serving, or has agreed to serve,
at the request of the corporation, as a director or officer of, or in a
similar capacity with, another organization or in any capacity with respect to
any employee benefit plan of the corporation (all such persons being referred
to hereafter as an "Indemnitee"), or by reason of any action alleged to have
been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred by
or on behalf of an Indemnitee in connection with such action, suit or
proceeding and any appeal therefrom, unless such Indemnitee shall be finally
adjudicated in such action, suit or proceeding not to have acted in good faith
in the reasonable belief that his action was in the best interests of the
corporation or, to the extent such matter relates to service with respect to
an employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.
2. Notwithstanding the provisions of Section 1 of this Article, in
the event that a pending or threatened action, suit or proceeding is
compromised or settled in a manner which imposes any liability or obligation
upon an Indemnitee in a matter for which such Indemnitee would otherwise be
entitled to indemnification hereunder, no indemnification shall be provided to
such Indemnitee with respect to such matter if it is determined that such
Indemnitee did not act in good faith in the reasonable belief that his action
was in the best interests of the corporation or, to the extent such matter
relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
3. As a condition precedent to his right to be indemnified, the
Indemnitee must notify the corporation in writing as soon as practicable of
any action, suit, proceeding or investigation involving him for which
indemnity will or could be sought. With respect to any action, suit, proceeding
or investigation of which the corporation is so notified, the corporation
will be entitled to participate therein at its own expense and/or to assume
the defense thereof at its own expense, with legal counsel reasonably
acceptable to the Indemnitee.
4. In the event that the corporation does not assume the defense of
any action, suit, proceeding or investigation of which the corporation
receives notice under this Article, the corporation shall pay in advance of
the final disposition of such matter any expenses (including attorneys' fees)
incurred by an Indemnitee in defending a civil or criminal action, suit,
proceeding or investigation or any appeal therefrom; provided, however, that
<PAGE>
the payment of such expenses incurred by an Indemnitee in advance of the final
disposition of such matter shall be made only upon receipt of an undertaking
by or on behalf of the Indemnitee to repay all amounts so advanced in the
event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the corporation as authorized in this Article,
which undertaking shall be accepted without reference to the financial ability
of the Indemnitee to make such repayment; and further provided that no such
advancement of expenses shall be made if it is determined that the Indemnitee
did not act in good faith in the reasonable belief that his action was in the
best interests of the corporation or, to the extent such matter relates to
service with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
5. All determinations hereunder as to the entitlement of an
Indemnitee to indemnification or advancement of expenses shall be made by:
(a) a majority vote of a quorum of the directors of the corporation, (b) a
majority vote of a quorum of the outstanding shares of stock of all classes enti
tled to vote for directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to the action, suit
or proceeding in question, (c) independent legal counsel (who may, to the
extend permitted by law, be regular legal counsel to the corporation), or (d)
a court of competent jurisdiction.
6. The corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a proceeding (or part thereof) initiated by
such Indemnitee unless the initiation thereof was approved by the Board of
Directors of the corporation. In addition, the corporation shall not
indemnify any such Indemnitee to the extent such Indemnitee is reimbursed from
the proceeds of insurance, and in the event the corporation makes any
indemnification payments to any such Indemnitee and such Indemnitee is
subsequently reimbursed from the proceeds of insurance, such Indemnitee shall
promptly refund such indemnification payments to the corporation to the extent
of such insurance reimbursement.
7. The indemnification rights provided in this Article (i) shall not
be deemed exclusive of any other rights to which an Indemnitee may be entitled
under any law, agreement or vote of stockholders or directors or otherwise,
and (ii) shall inure to the benefit of the heirs, executors and administrators
of such Indemnitees. The corporation may, to the extent authorized from time
to time by its Board of Directors, grant indemnification rights to other
employees or agents of the corporation or other persons serving the
corporation and such rights may be equivalent to, or greater or less than,
those set forth in this Article.
6C.OTHER PROVISIONS
(a) The directors may make, amend, or repeal the by-laws in whole or
in part, except with respect to any provision of such by-laws which by law or
these Articles or the by-laws requires action by the stockholders.
(b) Meetings of the stockholders of the corporation may be held
anywhere in the United States.
(c) The corporation shall have the power to be a partner in any
business enterprise which this corporation would have the power to conduct by
itself.
(d) The corporation, by vote of a majority of the stock outstanding
and entitled to vote thereon (or if there are two or more classes of stock
entitled to vote as separate classes, then by vote of the majority of each
such class of stock outstanding), may (i) authorize any amendment to its
Articles of Organization pursuant to Section 71 of Chapter 156B of the
Massachusetts General Laws, as amended from time to time, (ii) authorize the
sale, lease or exchange of all or substantially all of its property and
assets, including its goodwill, pursuant to Section 75 of Chapter 156B of the
Massachusetts General Laws, as amended from time to time, and (iii) approve an
agreement of merger or consolidation pursuant to Section 78 of Chapter 156B of
the Massachusetts General Laws, as amended from time to time.
<PAGE>
(e) Chapter 110D of the Massachusetts General Laws, as it may be
amended from time to time, shall not apply to the corporation.
(f) Chapter 110F of the Massachusetts General Laws, as it may be
amended from time to time, shall not apply to the corporation.
**If there are no provisions state "None".
Note: The preceding six (6) articles are considered to be permanent and may
ONLY be changed by filing appropriate Articles of Amendment.
ARTICLE VII
The effective date of organization of the corporation shall be the date
approved and filed by the Secretary of the Commonwealth. If a later effective
date is desired, specify such date which shall not be more than thirty days
after the date of filing.
ARTICLE VIII
The information contained in Article VIII is not a permanent part of the
Articles of Organization.
c.The street address (post office boxes are not acceptable) of the principal
office of the corporation in Massachusetts is:
25 Research Drive, Westborough, MA 01582
d.The name, residential address and post office address of each director and
officer of the corporation is as follows:
<TABLE>
<CAPTION>
NAMERESIDENTIAL ADDRESSPOST OFFICE ADDRESS
<S> <C> <C> <C>
President:Anthony C. Pini35 John Edward Drive25 Research Drive
Northboro, MA 01532Westborough, MA 01582
Treasurer:Robert H. McLaren6 Liberty Tree Lane25 Research Drive
Shrewsbury, MA 02651Westborough, MA 01582
Clerk:James P. Meehan289 Mossman Road25 Research Drive
Sudbury, MA 01776Westborough, MA 01582
Directors:Alfred D. Houston19 Tanglewood Road25 Research Drive
Wellesley, MA 02181Westborough, MA 01582
Cheryl A. LaFleur2 Lilac Circle25 Research Drive
Wellesley, MA 02181Westborough, MA 01582
Anthony C. Pini35 John Edward Drive25 Research Drive
Northboro, MA 01532Westborough, MA 01582
Richard P. Sergel34 Brook Street25 Research Drive
Wellesley, MA 02181Westborough, MA 01582
</TABLE>
e.The fiscal year (i.e. tax year) of the corporation shall end on the last day
of the month of: December
f.The name and business address of the resident agent, if any, of the
corporation is:
James P. Meehan
25 Research Drive
Westborough, MA 01582
<PAGE>ARTICLE IX
By-laws of the corporation have been duly adopted and the president,
treasurer, clerk and directors whose names are set forth above, have been duly
elected.
IN WITNESS WHEREOF AND UNDER THE PAINS AND PENALTIES OF PERJURY, I, whose
signature appear below as incorporator and whose name and business or
residential address are clearly typed or printed beneath each signature do
hereby associate with the intention of forming this corporation under the
provisions of General Laws, Chapter 156B and do hereby sign these Articles of
Organization as incorporator(s) this 6 day of April, 1998.
Anthony C. Pini
25 Research Drive
Westborough, MA 01582
<PAGE>
BY-LAWS
OF
CO-LOCATE, INC.
<PAGE>
By-Laws
Table of Contents
Page
ARTICLE 1 - Stockholders1
1.1 Place of Meetings1
1.2 Annual Meeting1
1.3 Special Meetings1
1.4 Notice of Meetings2
1.5 Quorum2
1.6 Adjournments2
1.7 Voting and Proxies2
1.8 Action at Meeting3
1.9 Action without Meeting3
ARTICLE 2 - Directors3
2.1 Powers3
2.2 Number, Election and Qualification3
2.3 Enlargement of the Board4
2.4 Tenure4
2.5 Vacancies4
2.6 Resignation4
2.7 Removal4
2.8 Regular Meetings4
2.9 Special Meetings4
2.10 Meetings by Telephone Conference Calls5
2.11 Notice of Special Meetings5
2.12 Quorum5
2.13 Action at Meeting5
2.14 Action by Consent5
2.15 Committees5
2.16 Compensation of Directors6
ARTICLE 3 - Officers6
3.1 Enumeration6
3.2 Election6
3.3 Qualification6
3.4 Tenure6
3.5 Resignation and Removal7
3.6 Vacancies7
3.7 Chairman of the Board and Vice-Chairman of the Board7
3.8 President7
3.9 Vice Presidents8
3.10 Treasurer and Assistant Treasurers8
3.11 Clerk and Assistant Clerks8
3.12 Secretary and Assistant Secretaries9
3.13 Salaries9
ARTICLE 4 - Capital Stock9
4.1 Issue of Capital Stock9
4.2 Certificate of Stock9
4.3 Transfers10
4.4 Record Date10
4.5 Replacement of Certificates11
ARTICLE 5 - Miscellaneous Provisions11
5.1 Fiscal Year11
5.2 Seal11
5.3 Voting of Securities11
5.4 Corporate Records11
5.5 Evidence of Authority11
5.6 Articles of Organization12
5.7 Severability12
5.8 Pronouns12
ARTICLE 6 - Amendments12
<PAGE>
B Y - L A W S
OF
CO-LOCATE, INC.
ARTICLE 1. - Stockholders
a. Place of Meetings. All meetings of stockholders shall be held
within the Commonwealth of Massachusetts unless the Articles of Organization
permit the holding of stockholders' meetings outside Massachusetts, in which
event such meetings may be held either within or without Massachusetts.
Meetings of stockholders shall be held at the principal office of the
corporation unless a different place is fixed by the Board of Directors or the
President and stated in the notice of the meeting.
b. Annual Meeting. The annual meeting of stockholders shall be held
within six months after the end of each fiscal year of the corporation on a
date to be fixed by the Board of Directors or the President (which date shall
not be a legal holiday in the place where the meeting is to be held) at the
time and place to be fixed by the Board of Directors or the President and
stated in the notice of the meeting. The purposes for which the annual
meeting is to be held, in addition to those prescribed by law, by the Articles
of Organization or by these By-Laws, may be specified by the Board of
Directors or the President. If no annual meeting is held in accordance with
the foregoing provisions, a special meeting may be held in lieu of the annual
meeting, and any action taken at that special meeting shall have the same
effect as if it had been taken at the annual meeting, and in such case all
references in these By-Laws to the annual meeting of stockholders shall be
deemed to refer to such special meeting.
c. Special Meetings. Special meetings of stockholders may be called
by the President or by the Board of Directors. In addition, upon written
application of one or more stockholders who are entitled to vote and who hold
at least the Required Percentage (as defined below) of the capital stock
entitled to vote at the meeting, special meetings shall be called by the
Clerk, or in case of the death, absence, incapacity or refusal of the Clerk,
by any other officer.
For purposes of this Section 1.3, the "Required Percentage" shall be (i)
10% at any time at which the corporation shall not have a class of voting
stock registered under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and (ii) 80% or such lesser percentage as shall constitute
the maximum percentage permitted by law for this purpose at any time at which
the corporation shall have a class of voting stock registered under the
Exchange Act.
d. Notice of Meetings. A written notice of each meeting of
stockholders, stating the place, date and hour thereof, and the purposes for
which the meeting is to be held, shall be given by the Clerk, Assistant Clerk
or other person calling the meeting at least seven days before the meeting to
each stockholder entitled to vote at the meeting and to each stockholder who
by law, by the Articles of Organization or by these By-Laws is entitled to
such notice, by leaving such notice with him or at his residence or usual
place of business, or by mailing it postage prepaid and addressed to him at
his address as it appears in the records of the corporation. Whenever any
notice is required to be given to a stockholder by law, by the Articles of
Organization or by these By-Laws, no such notice need be given if a written
waiver of notice, executed before or after the meeting by the stockholder or
his authorized attorney, is filed with the records of the meeting.
e. Quorum. Unless the Articles of Organization otherwise provide,
the holders of a majority of the number of shares of the stock issued,
outstanding and entitled to vote on any matter shall constitute a quorum with
respect to that matter, except that if two or more classes of stock are outstand
ing and entitled to vote as separate classes, then in the case of each such
class a quorum shall consist of the holders of a majority of the number of
shares of the stock of that class issued, outstanding and entitled to vote.
Shares owned directly or indirectly by the corporation shall not be counted in
determining the total number of shares outstanding for this purpose.
<PAGE>
f. Adjournments. Except as provided in Section 1.3 hereof, any
meeting of stockholders may be adjourned to any other time and to any other
place at which a meeting of stockholders may be held under these By-Laws by
the stockholders present or represented at the meeting, although less than a
quorum, or by any officer entitled to preside or to act as clerk of such
meeting, if no stockholder is present. It shall not be necessary to notify
any stockholder of any adjournment. Any business which could have been
transacted at any meeting of the stockholders as originally called may be
transacted at any adjournment of the meeting.
g. Voting and Proxies. Each stockholder shall have one vote for each
share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise
provided by the Articles of Organization. Stockholders may vote either in
person or by written proxy dated not more than six months before the meeting
named in the proxy. Proxies shall be filed with the clerk of the meeting, or
of any adjourned meeting, before being voted. Except as otherwise limited by
their terms, a proxy shall entitle the persons named in the proxy to vote at
any adjournment of such meeting, but shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name
of two or more persons shall be valid if executed by any one of them, unless
at or prior to exercise of the proxy the corporation receives a specific
written notice to the contrary from any one of them. A proxy purported to be
executed by or on behalf of a stockholder shall be deemed valid unless
challenged at or prior to its exercise.
h. Action at Meeting. When a quorum is present at any meeting, the
holders of shares of stock representing a majority of the votes cast on a
matter (or if there are two or more classes of stock entitled to vote as
separate classes, then in the case of each such class, the holders of shares
of stock of that class representing a majority of the votes cast on a matter),
shall decide any matter to be voted on by the stockholders, except when a
different vote is required by law, the Articles of Organization or these
By-Laws. When a quorum is present at any meeting, any election by
stockholders shall be determined by a plurality of the votes cast on the
election. No ballot shall be required for such election unless requested by a
stockholder present or represented at the meeting and entitled to vote in the
election. The corporation shall not directly or indirectly vote any share of
its own stock.
i. Action without Meeting. Any action required or permitted to be
taken at any meeting of the stockholders may be taken without a meeting if all
stockholders entitled to vote on the matter consent to the action in writing
and the written consents are filed with the records of the meetings of
stockholders. Each such consent shall be treated for all purposes as a vote
at a meeting.
ARTICLE 2. - Directors
a. Powers. The business of the corporation shall be managed by a
Board of Directors, who may exercise all the powers of the corporation except
as otherwise provided by law, by the Articles of Organization or by these
By-Laws. In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board until the vacancy is filled.
b. Number, Election and Qualification. The number of Directors which
shall constitute the whole Board of Directors shall be determined by vote of
the stockholders or the Board of Directors, but shall consist of not less than
three Directors (except that whenever there shall be only two stockholders the
number of Directors shall be not less than two and whenever there shall be
only one stockholder or prior to the issuance of any stock, there shall be at
least one Director). The number of Directors may be decreased at any time and
from time to time either by the stockholders or by a majority of the Directors
then in office, but only to eliminate vacancies existing by reason of the
death, resignation, removal or expiration of the term of one or more
Directors. The Directors shall be elected at the annual meeting of
stockholders by such stockholders as have the right to vote on such election.
No Director need be a stockholder of the corporation.
<PAGE>
c. Enlargement of the Board. The number of Directors may be
increased at any time and from time to time by the stockholders or by a
majority of the Directors then in office.
d. Tenure. Each Director shall hold office until the next annual
meeting of stockholders and until his successor is elected and qualified, or
until his earlier death, resignation or removal.
e. Vacancies. Unless and until filled by the stockholders, any
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a
majority of the Directors present at any meeting of Directors at which a
quorum is present. Each such successor shall hold office for the unexpired
term of his predecessor and until his successor is chosen and qualified or
until his earlier death, resignation or removal.
f. Resignation. Any Director may resign by delivering his written
resignation to the corporation at its principal office or to the President or
Clerk. Such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some
other event.
g. Removal. A Director may be removed from office with or without
cause by vote of the holders of a majority of the shares entitled to vote in
the election of Directors. However, the Directors elected by the holders of a
particular class or series of stock may be removed from office with or without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series. In addition, a Director may be removed from office for
cause by vote of a majority of the Directors then in office. A Director may
be removed for cause only after reasonable notice and opportunity to be heard
before the body proposing to remove him.
h. Regular Meetings. Regular meetings of the Directors may be held
without call or notice at such places, within or without Massachusetts, and at
such times as the Directors may from time to time determine, provided that any
Director who is absent when such determination is made shall be given notice
of the determination. A regular meeting of the Directors may be held without
a call or notice immediately after and at the same place as the annual meeting
of stockholders.
i. Special Meetings. Special meetings of the Directors may be held
at any time and place, within or without Massachusetts, designated in a call
by the Chairman of the Board, President, Treasurer, two or more Directors or
by one Director in the event that there is only a single Director in office.
j. Meetings by Telephone Conference Calls. Directors or members of
any committee designated by the Directors may participate in a meeting of the
Directors or such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time and participation by such means
shall constitute presence in person at a meeting.
k. Notice of Special Meetings. Notice of any special meeting of the
Directors shall be given to each Director by the Secretary or Clerk or by the
officer or one of the Directors calling the meeting. Notice shall be duly
given to each Director (i) by notice given to such Director in person or by
telephone at least 48 hours in advance of the meeting, (ii) by sending a
facsimile transmission, or by delivering written notice by hand, to his last
known business or home address at least 48 hours in advance of the meeting, or
(iii) by mailing written notice to his last known business or home address at
least 72 hours in advance of the meeting. Notice need not be given to any
Director if a written waiver of notice, executed by him before or after the
meeting, is filed with the records of the meeting, or to any Director who
attends the meeting without protesting prior to the meeting or at its
commencement the lack of notice to him. A notice or waiver of notice of a
Directors' meeting need not specify the purposes of the meeting. If notice is
given in person or by telephone, an affidavit of the Secretary, Clerk, officer
or Director who gives such notice that the notice has been duly given shall,
in the absence of fraud, be conclusive evidence that such notice was duly
given.
l. Quorum. At any meeting of the Board of Directors, a majority of
the Directors then in office shall constitute a quorum. Less than a quorum
may adjourn any meeting from time to time without further notice.
<PAGE>
m. Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, by
the Articles of Organization or by these By-Laws.
n. Action by Consent. Any action required or permitted to be taken
at any meeting of the Board of Directors may be taken without a meeting if all
the Directors consent to the action in writing and the written consents are
filed with the records of the Directors' meetings. Each such consent shall be
treated for all purposes as a vote at a meeting.
o. Committees. The Board of Directors may, by vote of a majority of
the Directors then in office, elect from their number an executive committee
or other committees and may by like vote delegate to committees so elected
some or all of their powers to the extent permitted by law. Except as the
Board of Directors may otherwise determine, any such committee may make rules
for the conduct of its business, but unless otherwise provided by the
Directors or in such rules, its business shall be conducted as nearly as
possible in the same manner as is provided by these By-Laws for the
Directors. The Board of Directors shall have the power at any time to fill
vacancies in any such committee, to change its membership or to discharge the
committee.
p. Compensation of Directors. Directors may be paid such
compensation for their services and such reimbursement for expenses of
attendance at meetings as the Board of Directors may from time to time
determine. No such payment shall preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE 3. - Officers
a. Enumeration. The officers of the corporation shall consist of a
President, a Treasurer, a Clerk and such other officers with such other titles
as the Board of Directors may determine, including, but not limited to, a
Chairman of the Board, a Vice Chairman of the Board, a Secretary and one or
more Vice Presidents, Assistant Treasurers, Assistant Clerks and Assistant
Secretaries.
b. Election. The President, Treasurer and Clerk shall be elected
annually by the Board of Directors at their first meeting following the annual
meeting of stockholders. Other officers may be chosen or appointed by the
Board of Directors at such meeting or at any other meeting.
c. Qualification. Neither the President nor any other officer need
be a director or stockholder. Any two or more offices may be held by the same
person. The Clerk shall be a resident of Massachusetts unless the corporation
has a resident agent appointed for the purpose of service of process. Any
officer may be required by the Directors to give bond for the faithful
performance of his duties to the corporation in such amount and with such
sureties as the Directors may determine. The premiums for such bonds may be
paid by the corporation.
d. Tenure. Except as otherwise provided by law, by the Articles of
Organization or by these By-Laws, the President, Treasurer and Clerk shall
hold office until the first meeting of the Directors following the next annual
meeting of stockholders and until their respective successors are chosen and
qualified; and all other officers shall hold office until the first meeting of
the Directors following the annual meeting of stockholders, unless a different
term is specified in the vote choosing or appointing them, or until his
earlier death, resignation or removal.
e. Resignation and Removal. Any officer may resign by delivering his
written resignation to the corporation at its principal office or to the
President, Clerk or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
Any officer may be removed at any time, with or without cause, by vote of
a majority of the entire number of Directors then in office. An officer may
be removed for cause only after reasonable notice and opportunity to be heard
by the Board of Directors prior to action thereon.
<PAGE>
Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer
for any period following his resignation or removal, or any right to damages
on account of such removal, whether his compensation be by the month or the
year or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.
f. Vacancies. The Board of Directors may fill any vacancy occurring
in any office for any reason and may, in its discretion, leave unfilled for
such period as it may determine any offices other than those of President,
Treasurer and Clerk. Each such successor shall hold office for the unexpired
term of his predecessor and until his successor is chosen and qualified, or
until he sooner dies, resigns or is removed.
g. Chairman of the Board and Vice-Chairman of the Board. The Board
of Directors may appoint a Chairman of the Board and may designate him as
Chief Executive Officer. If the Board of Directors appoints a Chairman of the
Board, he shall perform such duties and possess such powers as are assigned to
him by the Board of Directors. If the Board of Directors appoints a
Vice-Chairman of the Board, he shall, in the absence or disability of the
Chairman of the Board, perform the duties and exercise the powers of the
Chairman of the Board and shall perform such other duties and possess such
other powers as may from time to time be vested in him by the Board of
Directors.
h. President. The President shall, subject to the direction of the
Board of Directors, have general charge and supervision of the business of the
corporation. Unless otherwise provided by the Board of Directors, he shall
preside at all meetings of the stockholders and, if he is a Director, at all
meetings of the Board of Directors. Unless the Board of Directors has
designated the Chairman of the Board or another officer as Chief Executive
Officer, the President shall be the Chief Executive Officer of the
corporation. The President shall perform such other duties and shall possess
such other powers as the Board of Directors may from time to time prescribe.
i. Vice Presidents. Any Vice President shall perform such duties and
possess such powers as the Board of Directors or the President may from time
to time prescribe. In the event of the absence, inability or refusal to act
of the President, the Vice President (or if there shall be more than one, the
Vice Presidents in the order determined by the Board of Directors) shall
perform the duties of the President and when so performing shall have all the
powers of and be subject to all the restrictions upon the President. The
Board of Directors may assign to any Vice President the title of Executive
Vice President, Senior Vice President or any other title selected by the Board
of Directors.
j. Treasurer and Assistant Treasurers. The Treasurer shall perform
such duties and shall have such powers as may from time to time be assigned to
him by the Board of Directors or the President. In addition, the Treasurer
shall perform such duties and have such powers as are incident to the office
of treasurer, including without limitation the duty and power to keep and be
responsible for all funds and securities of the corporation, to deposit funds
of the corporation in depositories selected in accordance with these By-Laws,
to disburse such funds as ordered by the Board of Directors, to make proper
accounts of such funds, and to render as required by the Board of Directors
statements of all such transactions and of the financial condition of the corpor
ation.
The Assistant Treasurers shall perform such duties and possess such
powers as the Board of Directors, the President or the Treasurer may from time
to time prescribe. In the event of the absence, inability or refusal to act
of the Treasurer, the Assistant Treasurer (or if there shall be more than one,
the Assistant Treasurers in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Treasurer.
k. Clerk and Assistant Clerks. The Clerk shall perform such duties
and shall possess such powers as the Board of Directors or the President may
from time to time prescribe. In addition, the Clerk shall perform such duties
and have such powers as are incident to the office of the clerk, including
without limitation the duty and power to give notices of all meetings of
stockholders and special meetings of the Board of Directors, to attend all
meetings of stockholders and the Board of Directors and keep a record of the
proceedings, to maintain a stock ledger and prepare lists of stockholders and
their addresses as required, to be custodian of corporate records and the
corporate seal and to affix and attest to the same on documents.
<PAGE>
Any Assistant Clerk shall perform such duties and possess such powers as
the Board of Directors, the President or the Clerk may from time to time
prescribe. In the event of the absence, inability or refusal to act of the
Clerk, the Assistant Clerk (or if there shall be more than one, the Assistant
Clerks in the order determined by the Board of Directors) shall perform the
duties and exercise the powers of the Clerk.
In the absence of the Clerk or any Assistant Clerk at any meeting of
stockholders or Directors, the person presiding at meeting shall designate a
temporary clerk to keep a record of the meeting.
l. Secretary and Assistant Secretaries. If a Secretary is appointed,
he shall attend all meetings of the Board of Directors and shall keep a record
of the meetings of the Directors. He shall, when required, notify the
Directors of their meetings, and shall possess such other powers and shall
perform such other duties as the Board of Directors or the President may from
time to time prescribe.
Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the President or the Secretary may from time to
time prescribe. In the event of the absence, inability or refusal to act of
the Secretary, the Assistant Secretary (or if there shall be more than one,
the Assistant Secretaries in the order determined by the Board of Directors)
shall perform the duties and exercise the powers of the Secretary.
m. Salaries. Officers of the corporation shall be entitled to such
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.
ARTICLE 4. - Capital Stock
a. Issue of Capital Stock. Unless otherwise voted by the
stockholders, the whole or any part of any unissued balance of the authorized
capital stock of the corporation or the whole or any part of the capital stock
of the corporation held in its treasury may be issued or disposed of by vote
of the Board of Directors, in such manner, for such consideration and on such
terms as the Directors may determine.
b. Certificate of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the corporation in such form as may be
prescribed from time to time by the Directors. The certificate shall be
signed by the President or a Vice President, and by the Treasurer or an
Assistant Treasurer, but when a certificate is countersigned by a transfer
agent or a registrar, other than a Director, officer or employee of the
corporation, such signature may be a facsimile. In case any officer who has
signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer
at the time of its issue.
Every certificate for shares of stock which are subject to any
restriction on transfer pursuant to the Articles of Organization, the By-Laws,
applicable securities laws or any agreement to which the corporation is a
party, shall have conspicuously noted on the face or back of the certificate
either the full text of the restriction or a statement of the existence of
such restrictions and a statement that the corporation will furnish a copy of
the restrictions to the holder of such certificate upon written request and
without charge. Every certificate issued when the corporation is authorized
to issue more than one class or series of stock shall set forth on its face or
back either the full text of the preferences, voting powers, qualifications
and special and relative rights of the shares of each class and series
authorized to be issued or a statement of the existence of such preferences,
powers, qualifications and rights and a statement that the corporation will
furnish a copy thereof to the holder of such certificate upon written request
and without charge.
c. Transfers. Subject to the restrictions, if any, stated or noted
on the stock certificates, shares of stock may be transferred on the books of
the corporation by the surrender to the corporation or its transfer agent of
the certificate representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and with such proof
of authority or the authenticity of signature as the corporation or its
transfer agent may reasonably require. Except as may be otherwise required by
law, by the Articles of Organization or by these By- Laws, the corporation
shall be entitled to treat the record holder of stock as
<PAGE>
shown on its books as the owner of such stock for all purposes, including the
payment of dividends and the right to vote with respect thereto, regardless of
any transfer, pledge or other disposition of such stock until the shares have
been transferred on the books of the corporation in accordance with the
requirements of these By-Laws.
It shall be the duty of each stockholder to notify the corporation of his
post office address and of his taxpayer identification number.
d. Record Date. The Board of Directors may fix in advance a time not
more than 60 days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the making of any distribution to
stockholders or the last day on which the consent or dissent of stockholders
may be effectively expressed for any purpose, as the record date for
determining the stockholders having the right to notice of and to vote at such
meeting, and any adjournment, or the right to receive such dividend or
distribution or the right to give such consent or dissent. In such case only
stockholders of record on such record date shall have such right,
notwithstanding any transfer of stock on the books of the corporation after
the record date. Without fixing such record date the Directors may for any of
such purposes close the transfer books for all or any part of such period.
If no record date is fixed and the transfer books are not closed, the
record date for determining the stockholders having the right to notice of or
to vote at a meeting of stockholders shall be at the close of business on the
day before the day on which notice is given, and the record date for
determining the stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors acts with respect to such
purpose.
e. Replacement of Certificates. In case of the alleged loss or
destruction or the mutilation of a certificate of stock, a duplicate
certificate may be issued in place of the lost, destroyed or mutilated
certificate, upon such terms as the Directors may prescribe, including the
presentation of reasonable evidence of such loss, destruction or mutilation
and the giving of such indemnity as the Directors may require for the
protection of the corporation or any transfer agent or registrar.
ARTICLE 5. - Miscellaneous Provisions
a. Fiscal Year. Except as otherwise set forth in the Articles of
Organization or as otherwise determined from time to time by the Board of
Directors, the fiscal year of the corporation shall in each year end on
December 31.
b. Seal. The seal of the corporation shall, subject to alteration by
the Directors, bear its name, the word "Massachusetts" and the year of its
incorporation.
c. Voting of Securities. Except as the Board of Directors may
otherwise designate, the President or Treasurer may waive notice of, and act
as, or appoint any person or persons to act as, proxy or attorney-in-fact for
this corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.
d. Corporate Records. The original, or attested copies, of the
Articles of Organization, By-Laws and records of all meetings of the
incorporators and stockholders, and the stock records, which shall contain the
names of all stockholders and the record address and the amount of stock held
by each, shall be kept in Massachusetts at the principal office of the
corporation, or at an office of its transfer agent or of the Clerk. These
copies and records need not all be kept in the same office. They shall be
available at all reasonable times for the inspection of any stockholder for
any proper purpose, but not to secure a list of stockholders for the purpose
of selling the list or copies of the list or of using the list for a purpose
other than in the interest of the applicant, as a stockholder, relative to the
affairs of the corporation.
e. Evidence of Authority. A certificate by the Clerk or Secretary,
or an Assistant Clerk or Assistant Secretary, or a temporary Clerk or
temporary Secretary, as to any action taken by the stockholders, Directors,
any committee or any officer or representative of the corporation shall as to
all persons who rely on the certificate in good faith be conclusive evidence
of such action.
<PAGE>
f. Articles of Organization. All references in these By-Laws to the
Articles of Organization shall be deemed to refer to the Articles of
Organization of the corporation, as amended and in effect from time to time.
g. Severability. Any determination that any provision of these
By-Laws is for any reason inapplicable, illegal or ineffective shall not
affect or invalidate any other provision of these By-Laws.
h. Pronouns. All pronouns used in these By-Laws shall be deemed to
refer to the masculine, feminine or neuter, singular or plural, as the
identity of the person or persons may require.
ARTICLE 6. - Amendments
These By-Laws may be amended by vote of the holders of a majority of the
shares of each class of the capital stock at the time outstanding and entitled
to vote at any annual or special meeting of stockholders, if notice of the
substance of the proposed amendment is stated in the notice of such meeting.
If authorized by the Articles of Organization, the Directors, by a majority of
their number then in office, may also make, amend or repeal these By-Laws, in
whole or in part, except with respect to (a) the provisions of these By-Laws
governing (i) the removal of Directors and (ii) the amendment of these By-Laws
and (b) any provision of these By-Laws which by law, the Articles of
Organization or these By-Laws requires action by the stockholders.
Not later than the time of giving notice of the meeting of stockholders
next following the making, amending or repealing by the Directors of any
By-Law, notice stating the substance of such change shall be given to all
stockholders entitled to vote on amending the By-Laws.
Any By-Law adopted by the Directors may be amended or repealed by the
stockholders entitled to vote on amending the By-Laws.
<PAGE>
NEW ENGLAND ELECTRIC SYSTEM
AGREEMENT AND DECLARATION OF TRUST
Dated as of January 2, 1926 As Amended June 3, 1947
and As Amended through May 3, 1999
<PAGE>TABLE OF CONTENTS
Page
Certificate of Amendment of June 3, 1947iii
Preamble and Resolution of June 3, 1947iv
ARTICLE
1.Name1
2.Place of Business1
3.Trust Estate1
4.Powers of Trustee1
5.General Powers of Directors4
6.Determination of Capital and Income5
7.Declaration of Dividends5
8.Financial Year5
9.Persons to Look Only to Trust Estate5
10.Non-Assessability of Shareholders6
11.Appointment of Trustee6
12.Resignation and Removal of Trustee6
13.Vesting Trust Estate in New Trustee6
14.Remuneration of Trustee6
15.Trustee may Act through Officers6
16.Number and Election of Directors7
17.Resignations of Directors and Filling Vacancies7
18.Remuneration of Directors7
19.Officers, Agents, Employees7
20.Directors' Meetings: Registration of Votes by Trustee8
21.Certificate as Evidence of Votes8
22.Indemnification Clauses9
23.Trustee may Rely on Certificates12
24.Protection of Outsiders in Dealing with this Company12
25.Protection of Companies, Securities of which are held by
this Company13
26.Transactions involving interest of Shareholders, Trustee, Directors
and Officers13
27.Shares presently Authorized14
28.Authorization of Additional Shares15
29.Changes in Shares15
30.Issue of Additional Shares15
31.Preemptive Rights15
32.Status of Shares Acquired by Company15
33.Share Registers and Transfer Books16
34.Transfer Agents and Registrars16
35.Share Certificates16
36.Lost, Stolen or Destroyed Share Certificates16
37.Voluntary Transfer of Shares16
38.Transfer of Shares by Operation of Law17
39.Relationship between Shareholders, etc., Shares are Personal
Property17
40.Joint Owners and Trustees of Shares17
41.Duties as to Examination into Trusts, etc., to which Shares
are Subject17
42.Annual Meeting of Shareholders18
43.Business at Annual Meeting18
44.Special Meetings of Shareholders18
45.Presiding Officer at Shareholders' Meetings18
46.Business at Shareholders' Meetings18
47.Notice of Shareholders' Meetings18
48.Quorum and Voting at Shareholders' Meetings19
49.Voting by Joint Owners at Shareholders' Meetings19
50.Voting by Guardians at Shareholders' Meetings19
51.Closing Transfer Books or Fixing Time for Determining Shareholders
entitled to Dividends and Preemptive Rights and Voters at Shareholders'
Meetings19
52.Procedure if no Quorum at Shareholders' Meetings19
<PAGE>
53.Determination of Questions at Shareholders' Meetings19
54.Manner of Giving Notice of Shareholders' Meetings19
55.Duration of Trusts20
56.Death of Shareholder, etc., not to Terminate Trusts20
57.Termination; Amendments20
58.Certificate of Termination or Amendment21
59.Disposition of Trust Estate on Termination21
59A.Certain Business Combinations21
59B.Merger24
60.Definitions: "Trustee", "Shareholders", "Shares"24
61.Power to Construe Declaration24
62.Marginal Notes and Table of Contents24
63.Place of Execution25
<PAGE>CERTIFICATE OF AMENDMENT
OF THE
AGREEMENT AND DECLARATION OF TRUST
OF
NEW ENGLAND POWER ASSOCIATION
We, the undersigned, being two of the Directors and the Secretary of New
England Power Association certify as follows:
1. On the 18th day of June, 1946, the District Court of the United
States for the District of Massachusetts entered an Order in the case pending
before said Court entitled "In the Matter of New England Power Association, et
al., a Proceeding to Enforce a Plan Pursuant to Sections 11(e) and 18(f) of
the Public Utility Holding Company Act of 1935, Civil Action No. 5087", which
Order provides among other things that the Agreement and Declaration of Trust
of New England Power Association be amended as set forth in said Order, and
that the Board of Directors of said New England Power Association adopt a
preamble and resolution in substantially the form annexed hereto setting forth
such amendment and cause to be executed and presented to the Trustee of said
New England Power Association for registration a counterpart of a Certificate
of Amendment in substantially the form hereof.
2. In compliance with the above-mentioned Order, the Board of Directors
of said New England Power Association has duly adopted the preamble and
resolution a true copy of which is annexed hereto and by this reference made a
part hereof.
3. By virtue of the foregoing, upon presentation of this Certificate of
Amendment to the Trustee of said New England Power Association for
registration the Agreement and Declaration of Trust of said New England Power
Association is amended to read as set forth in full in the copy of the
preamble and resolution of said Board of Directors annexed hereto.
IN WITNESS WHEREOF, we have signed this Certificate this third day of
June, 1947.
IRWIN L. MOORE
Director
WILLIAM WEBSTER
Director
ROBERT G. LADD
Secretary
THE COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, SS:
On this third day of June, 1947, at Boston, Massachusetts, before me, a
Notary Public within and for the Commonwealth, appeared the above-named Irwin
L. Moore and acknowledged that he executed the foregoing instrument as his
free act and deed.
Witness my hand and official seal at Boston, Massachusetts,
LEEDS A. WHEELER
Notary Public
My commission expires March 27, 1953
(NOTARIAL SEAL)
The foregoing has been duly presented and registered this third day of
June, 1947.
THE FIRST NATIONAL BANK OF BOSTON
Trustee of New England Power Association
By H.S. PARKER
Vice President
<PAGE>PREAMBLE AND RESOLUTION
Adopted by the Board of Directors
of
New England Power Association
June 3, 1947
Whereas, the District Court of the United States for the District of
Massachusetts on the 18 day of June, 1946 entered an Order in the case pending
before said Court entitled "In the Matter of New England Power Association, et
al., a Proceeding to Enforce a Plan Pursuant to Sections 11(e) and 18(f) of
the Public Utility Holding Company Act of 1935, Civil Action No. 5087", which
order among other things requires the Board of Directors of the New England
Power Association to adopt a preamble in substantially the form hereof and a
resolution in substantially the following form:
NOW, THEREFORE, BE IT RESOLVED:
That the Agreement and Declaration of Trust of New England Power
Association dated as of January 2, 1926, as heretofore amended, be and it is
hereby further amended as set forth below; that an appropriate certificate in
several counterparts setting forth this amendment and referring to the Court
Order under which it is made effective without authorization by the
Shareholders be signed by two of the Directors, signed by the Secretary or an
Assistant Secretary and acknowledged by one of the Directors; that on the
Consummation Date specified in said Order one counterpart of said certificate
be filed with The First National Bank of Boston, in its Trust Department, at
its principal office in Boston, Massachusetts, another counterpart thereof be
presented to the Trustee at the place designated by it, for registration by
it, and other counterparts thereof be recorded or filed in such places as may
be required by law or by the provisions of said Agreement and Declaration of
Trust; and that as so amended said Agreement and Declaration of Trust shall
read as follows:
<PAGE>AMENDED AGREEMENT AND DECLARATION OF TRUST
We, Franklin P. Jackson, Jr., of Worcester, Massachusetts, Howard E.
Needham, of Worcester, Massachusetts and Boyd H. Ten Eyck, of Worcester,
Massachusetts, being the original Trustees under this declaration of trust,
(we and our successors in these trusts, as such trustees and not individually,
being collectively hereinafter usually referred to as the "Trustee") do hereby
declare that the Trustee will hold all the property which for the purposes of
these presents shall be at any time acquired by or vested in or owned by the
Trustee, directly or indirectly, and the income and proceeds thereof (all of
which collectively is hereinafter usually referred to as the "trust estate")
in trust to manage the same and to receive the income thereof for the benefit
of the Shareholders (as hereinafter defined) in accordance with their
respective rights, ratably according to the number and kind of such shares
held by them respectively, and with and subject to the powers and provisions
hereinafter contained concerning the same.
1. The Trustee as trustee hereunder, though not in its individual
capacity, shall be designated New England Electric System, hereinafter
sometimes referred to as the "Company". So far as may be practicable, all
things relating to the trusts hereby created shall be done under such name.
2. The principal place of business of the said trusts shall be at
Boston, Massachusetts, or at such other place in Massachusetts as the Board of
Directors shall from time to time determine.
3. All the property and effects for the time being subject to any of the
trusts of these presents shall be transferred to and vested in the Trustee.
Notwithstanding any other provision hereof, all real estate at any time
forming part of the trust estate shall be held upon trust for sale and
conversion into personal estate at such time or times and in such manner and
upon such terms as the Trustee shall approve, but the Trustee shall have power
to postpone such conversion so long as it in its uncontrolled discretion shall
think fit, provided that it shall have no power to postpone such conversion
beyond the termination of these trusts; but all such real estate shall at all
times during any postponement of the sale and conversion thereof be considered
as personal estate. For the purpose of such sale and conversion of real
estate the Trustee shall have full power to sell or exchange the same and to
exchange the same and to execute and deliver proper deeds and instruments of
conveyance thereof, in each case without the necessity of having the consent
or direction of the Board of Directors hereinafter referred to.
4. The Trustee shall have power, with the consent or at the direction of
the Board of Directors of the Company and on such terms and conditions as the
Board of Directors shall determine, subject to the other limitations and
conditions of these presents from time to time:-
(a) To purchase, subscribe for or otherwise acquire any of the stocks,
shares, bonds or other securities or obligations of any corporation, wherever
incorporated, or of any trust or association, or of any nation, state,
municipality or other governmental agency, and to exercise all the rights and
privileges of an owner thereof and, without limiting the generality of the
foregoing, to acquire by exchange, purchase or otherwise, the shares and
dividend and profit rights in and the bonds and other securities and
obligations of the trusts hereby created;
(b) To borrow money for the purposes of these trusts, and to issue bonds
or other securities or obligations therefor, if desired, and to secure the
payment thereof, if desired, by mortgage, pledge or charge of the whole or any
part of the trust estate then owned or thereafter acquired, which bonds or
other securities or obligations may be signed on behalf of the Company by the
president or a vice-president and the treasurer or an assistant treasurer and
may have affixed thereto the common seal of the Company or a facsimile thereof
and may carry interest coupons authenticated by the facsimile signature of the
treasurer; provided that no mortgage, pledge or charge of the trust estate
shall be made without the consent of two-thirds of the Board of Directors, and
provided further that no mortgage, pledge or charge of the trust estate as a
whole or substantially as a whole (except any mortgage, pledge or charge made,
either initially or at any time thereafter, to secure bonds or obligations
issued pursuant to the Amended Plan of Simplification of the New England Power
Association Holding-Company System or bonds or obligations issued to retire or
to refund at any time and in any manner (i) bonds or obligations issued
pursuant to said Amended Plan or (ii) secured bonds or obligations issued
pursuant to vote of the Shareholders as hereinafter provided) shall be made
without authorization or approval by vote, at a meeting duly called for the
purpose upon at least twenty (20) days' notice, of two-thirds of the shares
outstanding and entitled to vote thereon;
(c) To advance or lend money, on such terms as the Board of Directors
shall think proper and with or without security, to, and otherwise aid by
endorsement or otherwise, any corporation, trust or association, any of the
stocks, shares, bonds or other securities or obligations of which shall have
been acquired or subscribed for by or on behalf of these trusts, and to
discharge and cancel without payment any indebtedness thus arising or to
convert the same into stocks, shares, bonds, or other obligations of such
corporation, trust or association, or any other with or into which it may be
consolidated or merged, or to which its property may be transferred or leased;
(d) To exercise any and all powers and rights belonging to the holder of
any stocks, shares, bonds, securities or obligations forming part of the trust
estate, whether by voting or by giving any consent, request or notice, or
otherwise either in person or by proxy or attorney, and to give proxies or
powers of attorney therefor, with or without power of substitution, which
proxies and powers of attorney may be for meetings or action generally or for
any particular meeting, meetings or action, and may include the exercise of
any discretionary powers; and, without limiting the generality of the
foregoing, to vote in favor of or to consent to the creation of any mortgage,
lien or other encumbrance upon all or part of the franchises and property,
real and personal, then owned or thereafter acquired, of any or all of the
corporations, trusts and associations, any of the stocks, shares, bonds,
securities or obligations of which may at the time be subject to these trusts,
or to vote in favor of or to consent to the merger or consolidation of any
such corporation, trust or association with any other corporation, trust or
association, or the sale, lease, surrender or abandonment of all or part of
the franchises and property, real and personal, of any such corporation, trust
or association;
(e) To sell by public auction or private contract or otherwise use and
deal in and with the whole or any part of the trust estate, and to convert,
exchange or refund the whole or any part of the trust estate for or into any
shares, bonds or other securities or obligations, property or effects in which
the Trustee might, under the provisions hereof, invest any moneys forming part
of the trust estate and whether or not such transaction is with a Shareholder
or a company in which a Shareholder is interested; provided however that no
sale or
<PAGE>
other disposition of the trust estate as a whole or substantially as a whole
shall be made prior to the termination of these trusts without authorization
or approval by vote, at a meeting duly called for the purpose upon at least
twenty (20) days' notice, of two-thirds of the shares outstanding and entitled
to vote thereon, but this proviso shall not apply to any mortgage, pledge or
charge or to any disposition pursuant thereto;
(f) To cause any stocks, shares, bonds or other securities or
obligations subject to these trusts to be transferred into the name of the
Company or transferred into the name of or vested in the Trustee, or to allow
any such stocks, shares, bonds or other securities or obligations to remain in
the name of, or to be transferred into the name of, any other person, firm,
association, trust or corporation, and in any such case in such manner as not
to give notice that it is trustee thereof or that the same are affected by any
trusts;
(g) To employ and act through and to delegate any or all of the powers
and discretions of the Trustee to and to permit any or all of such powers and
discretions to be exercised by the Board of Directors or any committee thereof
or any of the officers, agents or representatives of these trusts or of the
Trustee, including without limitation the officers, agents and representatives
referred to in Article 19 and such others as the Board of Directors shall
think proper;
(h) To collect, sue for, receive and receipt for all sums of money
coming due to these trusts, to consent to the extension of the time for
payment, or to the renewal, of any bonds or other securities or obligations
subject to these trusts, and to compound, compromise, abandon or adjust, by
arbitration or otherwise, any actions, suits, proceedings, disputes, claims,
demands and things relating to the trust estate, and to give time, with or
without security, for the payment or delivery of any debts or property and to
execute and enter into releases, agreements and other instruments and to pay
or satisfy any debts or claims upon any evidence that the Board of Directors
shall think sufficient;
(i) To deposit any moneys included in or derived from the trust estate
in any bank or trust company or with any bankers, or in the banking department
of any bank or trust company that may at the time be Trustee hereunder, and to
entrust to any bank or trust company or safe deposit company for safe-keeping
any of the stock or share certificates, bonds or other securities or
obligations and any documents and papers comprised in or relating to the trust
estate;
(j) To pay any and all taxes or liens of whatever nature or kind imposed
upon or against the Trustee individually in connection with the trust estate,
or upon or against the trust estate or any part thereof;
(k) To set apart, from time to time, as and for a surplus fund, such
sums as the Board of Directors may deem proper out of any sources which
according to proper accounting principles may be considered surplus; which
surplus fund shall be applicable to any purposes to which money forming part
of the capital or income of the trust estate may be applied, including the
payment of dividends;
(l) to adopt and use a common seal;
(m) To take out and maintain insurance in such amounts and of such kinds
and in such companies and through such brokers and agents as the Board of
Directors may determine;
<PAGE>
(n) Generally in all matters to deal with the trust estate and to manage
and conduct the business of the trusts as fully as if the Trustee was the
absolute owner of the trust estate, save as in this declaration of trust
otherwise specifically provided, and, without limiting the generality of the
foregoing, to execute all such agreements, deeds, covenants and instruments
and do all such things as the Board of Directors may deem proper for any of
the purposes of these trusts, and whether any of said purposes be of a class
or in an amount legal for trustees or for the investment of trust funds or
not, and to authorize the execution of any such agreements, deeds, covenants
or instruments in the name of the Company by any of the officers or agents of
these trusts or by any other persons.
5. Except as herein otherwise provided, the Board of Directors shall
have and may exercise, in addition to the specific powers and authority herein
expressly granted, full power of determination and decision in all matters of
every kind relating to the property and business of these trusts, and may
exercise through and may delegate to any committee of the Board of Directors
or to any of the officers or agents of these trusts any or all of its powers
and authority, whether discretionary or otherwise, or, where the Board deems
it appropriate, it may direct the Trustee to exercise or may consent to the
exercise by the Trustee of any of the powers and authority herein granted to
the Trustee and may prescribe the manner and terms in and upon which the
Trustee shall exercise such powers and authority.
It shall be incumbent on the Trustee to exercise the powers in Article 4
contained and all other powers of the Trustee under these trusts whenever and
in such manner as the Board of Directors, or a committee of said Board to
which said Board has delegated power therefor, shall from time to time consent
or direct, when there has been delivered to the Trustee a copy of a vote or
resolution of the Board of Directors of the Company or a committee thereof
containing such consent or direction, which vote or resolution shall be
sufficiently evidenced if purporting to be signed or certified by the
secretary or any assistant or temporary secretary of the Company; provided
that the Trustee shall not be obliged to incur any personal liability without
being exonerated and indemnified to its reasonable satisfaction from time to
time against the same and that the Trustee shall not be liable to any
Shareholder, Director, creditor or otherwise, for any action so taken by it
pursuant to the provisions of this paragraph.
At the request of the Board of Directors, the Trustee shall join in the
execution of any agreements, deeds, contracts, covenants, applications,
obligations, bonds, notes, checks, drafts or other securities or instruments
but it shall not be necessary for the Trustee to join in such execution in
order to make it valid and effective and whether or not the Trustee shall
join, such execution by an officer or agent authorized by a vote or resolution
of the Board of Directors which has been registered by the Trustee shall be
deemed to be the act of the Trustee.
6. The Board of Directors shall have power to determine whether any
moneys or things are for the purposes of these presents to be considered as
capital or income, and what constitutes the income of the trust estate for any
year or other period, and in what manner any expenses or outgoings are to be
borne as between capital and income, and the amount of the net earnings and of
the surplus fund, and every such determination, whether express or implied in
the acts or proceedings of the Board of Directors, shall be conclusive and
binding upon all persons interested.
7. The Board of Directors may from time to time in its discretion
declare dividends out of the net earnings of the trust estate or out of the
surplus fund, payable out of the trust estate, at any date fixed by the Board,
in cash or property, including without limitation the bonds or other
<PAGE>
obligations of and the shares in these trusts, and for that purpose may issue
certificates and scrip and may capitalize all or any part of the surplus fund;
but no Shareholder shall have any right to any dividends except when and as
the same are declared by the said Board, and no Shareholder, Trustee,
Director, officer or agent of these trusts shall be liable therefor, and any
Shareholder entitled thereto shall look only to the trust estate for the
payment of any such dividends. The Trustee or proper officers of these trusts
shall pay and distribute the said dividends so declared to the Shareholders
according to the number of shares held by them respectively.
8. The Board of Directors may determine the financial year of these
trusts, and the form in which the accounts of these trusts shall be kept, and
may from time to time change the financial year or form of accounts. Until
the Board shall change the same the financial year shall end on the thirty-
first day of December in each year.
9. No Shareholder, Director, officer or agent of these trusts shall be
held to any liability for the payment of any sum of money or for damages for
non- performance of anything that shall have been agreed upon or in tort or
otherwise and no Trustee shall be held to any such liability unless expressly
stipulated to that effect and then only as Trustee hereunder and not
personally; and every person, firm, association, trust and corporation shall
look only to the trust estate for such payment or damages or otherwise. In
every written agreement and obligation entered into by or on behalf of these
trusts reference shall be made to this declaration of trust, and the substance
of such parts of the preceding sentence of this Article 9 as are applicable
shall be set forth; and neither the Board of Directors nor the Trustee nor any
officer, agent or representative of these trusts shall have any power or
authority to enter into any agreement or obligation on behalf of these trusts
except in accordance with the provisions of this Article 9.
10. No Trustee, Director, officer or agent of these trusts shall be
entitled to look to the Shareholders personally for indemnity against any
liability incurred by them in the execution of these presents or to call upon
the Shareholders for the payment of any sum of money or any assessment
whatever, except only in the case of shares in these trusts which are by their
express terms issued part-paid and assessable and then only as therein
provided.
11. The original Trustees are the persons signing this declaration of
trust. At any time and from time to time the Board of Directors may appoint a
bank or trust company formed under the laws of the Commonwealth of
Massachusetts or a national bank having its principal place of business in
said Commonwealth as sole trustee hereunder. Each Trustee shall hold office
until the effective date of resignation, or until removal or dissolution; but
upon any conversion, merger or consolidation of a corporation which is a
Trustee hereunder the successor corporation, if a bank or trust company formed
under the laws of said Commonwealth or a national bank having its principal
place of business in said Commonwealth but not otherwise, shall automatically
continue to be such Trustee. A Trustee may be but need not be a Shareholder
or Director.
12. A Trustee may resign by presenting his or its resignation in writing
at a meeting of the Board of Directors, or delivering the same at the
principal office of these trusts addressed to the president or secretary of
these trusts,but such resignation shall take effect only upon its acceptance
by the Board of Directors or upon the election of a new Trustee in his or its
place or upon the expiration of twenty (20) days after the presentation or
delivery of the said resignation, whichever event shall first occur; and after
such resignation, until it takes effect, the retiring Trustee may but shall
<PAGE>
not be obliged to continue to act as Trustee hereunder. A Trustee may be
removed at any time, with or without cause, by the Board of Directors.
13. Upon the resignation or removal of a Trustee and upon the
appointment of a new Trustee such instruments shall be executed, acknowledged
and delivered as the Board of Directors or the new Trustee shall deem to be
necessary or convenient for vesting the trust estate in the Trustee for the
time being or providing evidence of such vesting. But without the execution
of any conveyance the trust estate shall always (not restricting the same to
the above enumerated cases) vest in the Trustee for the time being acting
hereunder.
14. The remuneration of the Trustee shall be such as shall from time to
time be fixed by the Board of Directors, and shall not be limited by any
provision of law with regard to the compensation of a trustee of an express
trust.
15. In all matters whether or not involving an opinion, belief,
discretion or choice, a Trustee, if a corporation, may act through a
president, vice- president, cashier, assistant cashier, secretary, assistant
secretary, trust officer, board of directors, executive committee or any other
duly authorized representative or committee, and such act of such officer,
board, representative or committee shall represent the act, opinion, belief,
discretion or choice of such Trustee.
16. The Shareholders may at any annual meeting, or at any special
meeting in lieu of such annual meeting, fix the number of Directors, provided
that the Board of Directors may otherwise fix the number of Directors at a
number no less than eleven nor more than sixteen until the next annual meeting
or special meeting in lieu of such annual meeting. Any vacancies so created
may be filled pursuant to the provisions of Article 17. The Directors elected
at each annual or special meeting of Shareholders shall hold office until the
next succeeding annual meeting of the Shareholders, or the special meeting
held in lieu of such annual meeting, and until their respective successors are
chosen and qualified. A Director may be but need not be a Shareholder.
17. A Director may resign by presenting his resignation in writing at a
meeting of the Board of Directors or delivering the same at the principal
office of these trusts, addressed to the president or secretary of these
trusts, but such resignation shall take effect only upon its acceptance by the
Board of Directors or upon the election of a new Director in his place or upon
the expiration of twenty (20) days after the presentation or delivery of the
said resignation, whichever event shall first occur; and after such
resignation, until it takes effect, the retiring Director may but shall not be
obliged to continue to act as a Director hereunder. Any vacancy in the number
of Directors may be filled by the remaining Directors although less than a
quorum, but any Director so chosen shall continue in office only until the
next succeeding annual meeting of the Shareholders at which Directors are to
be elected, or the special meeting held in lieu of such annual meeting, and
until his successor is chosen and qualified; and the remaining Directors may
act notwithstanding any vacancy in their numbers.
18. Each Director shall receive such remuneration as the Board shall
from time to time determine. If a Director shall act as an officer or agent
of the Company or shall otherwise perform extra services, the Board of
Directors may arrange with him for his remuneration and for his expenses in
respect of such services as the Board shall think fit.
<PAGE>
19. The Board of Directors shall from time to time elect a president, a
treasurer and a secretary and may elect any other officers and may remove any
officer with or without cause and may fill any vacancy, whether caused by
removal, resignation or otherwise, and may elect temporary officers to serve
during the absence or disability of regular officers or for a specified
purpose. The Board of directors may fix the compensation and duties and
powers of the officers or authorize the same to be fixed. Unless and until
the Board otherwise determines, the several officers shall have the authority
and perform the duties usually incident to their respective offices in the
case of corporation. The Board of Directors may likewise from time to time
appoint or employ or authorize the appointment or employment of agents,
employees or representatives of these trusts, may fix their compensation, term
of employment, duties and powers, or authorize the same to be fixed, and may
remove them or terminate their employment or authorize the same to be done.
Any action taken and any obligations entered into by such officers or agents
on behalf of these trusts pursuant to authority to them granted shall be
binding upon the trust estate. All of the said officers shall, unless
otherwise determined by the Board of Directors, continue in office until the
first meeting of the Board of Directors following the next succeeding annual
meeting of the Shareholders or the special meeting of the Shareholders held in
lieu of such annual meeting, and until their successors are chosen and
qualified. Any officer may be but need not be a Shareholder or Director and
any two or more offices may be held by the same person. The Board of
Directors may from time to time appoint such committees as it may determine
and such committees shall have such powers as shall be specified by the vote
or resolution of the Board of Directors.
20. The action of the Board of Directors in respect of any matter shall
be by vote or resolution passed by the Board at a meeting. Regular meetings
of the Board of Directors may be held at such places and at such times as the
Board may by vote from time to time determine, and if so determined no notice
thereof need be given. A regular meeting of the Board may be held without
notice immediately after and at the same place as the annual meeting of the
Shareholders or a special meeting of the Shareholders held in lieu of such
annual meeting. A special meeting of the Board of Directors may be held at
any time and at any place when called by the president, secretary or two or
more Directors, by giving to each of the Directors reasonable notice thereof,
and, without implied limitation, a notice thereof, sent through the post-
office in a prepaid letter addressed to any Director, at his usual address,
and posted in the City of Boston or where the principal office of these trusts
is situated, at least forty-eight (48) hours before such meeting, shall be
deemed sufficient notice to such Director, whether the same be received by him
or not, and in computing such time Sundays and holidays shall be included.
But it shall not be necessary to give notice of any such meeting to any
Director who is present at the meeting, or who waives notice thereof in
writing; and if under the foregoing provisions there is no Director to whom
notice of a meeting need be given, such meeting may be held without call at
any time and at any place. A majority of the Board of Directors shall
constitute a quorum for the transaction of business, but a lesser number may
adjourn any meeting from time to time, and the meeting may be held as
adjourned without further notice. Except as herein otherwise provided, when a
quorum is present at any meeting a majority of the members in attendance
thereat shall decide any questions brought before such meeting. The Board of
Directors shall cause to be kept, in books provided for the purpose, minutes
of all meetings of the Board and of committees of said Board, specifying the
names of the Directors or committee members present thereat, and minutes of
all meetings of the Shareholders, specifying the number of shares of which the
holders are present or represented thereat, and all such minutes, if signed or
certified by the secretary or any assistant or temporary secretary, shall be
conclusive evidence of the matters therein stated. The votes or resolutions
<PAGE>
of the Board of Directors shall be registered by the Trustee by a notation of
such registration on the minutes of the meeting or a copy thereof, which may
be by endorsement by the Trustee following the word "Registered", a copy of
all minutes so registered to be filed with the Trustee. Following such
registration the action of the Board of Directors set forth in the votes or
resolutions contained in such minutes and any action of the officers or agents
or of any committee of the Board of Directors within the scope of their
respective authorities, pursuant to such votes or resolutions shall be deemed
to be the action of the Trustee.
21. A certificate signed by the president or the treasurer or the
secretary or any assistant or temporary secretary, or the Trustee, or any two
Directors of the Company, shall be conclusive evidence, in favor of every
person, firm, association, trust and corporation acting in good faith in
reliance thereon, as to the contents of any vote or resolution of the Board of
Directors, or any committee thereof, or of the Shareholders, and as to all
matters in such certificate contained relating to the meeting, if any, at
which any vote or resolution is therein certified to have been passed,
including the regularity of the said meeting and the passage of any vote or
resolution thereat, and as to all other matters and things stated in such
certificate, and no person, firm, association, trust or corporation shall be
obliged to make any inquiry as to any of the said matters, or as to the
election or appointment of any person acting as a Director at such meeting, or
as to the holding of any shares by any person, firm, association, trust or
corporation acting as a Shareholder at such meeting, or be affected by actual
or implied notice of any irregularity whatsoever therein.
22. The Trustee shall be entitled out of the trust estate to
reimbursement of its expenses and disbursements, including the reasonable
compensation and the expenses and disbursements, of its counsel and of all
persons not regularly in its employ. The Trustee shall be entitled out of the
trust estate to be put in funds and exonerated and indemnified against any
loss, liability or expense incurred without negligence or bad faith on the
part of the Trustee, arising out of or in connection with the execution of the
trusts hereby created, including the costs and expenses of defending against
any claim or liability in the premises. This shall not be construed to
relieve the Trustee from any loss, liability or expense arising out of its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that the Trustee shall not be liable for and shall be
exonerated and indemnified against any loss, liability or expense arising out
of (a) any action or failure to act by it if authorized, directed or consented
by the Board of Directors or a committee of said Board, (b) any act or default
on the part of the Board of Directors or of any committee of said Board or of
any Director, officer or agent of the Company or anyone other than itself, (c)
any action or failure to act hereunder in good faith and in accordance with
the opinion of counsel (who may be an officer or employee of, or counsel to,
the Company), or (d) any error of judgment made in good faith by a responsible
officer or officers of the Trustee (namely by the chairman, the president, a
vice-president, a trust officer or any assistant trust officer of the Trustee)
unless it shall be proved that the Trustee or such officer was negligent in
ascertaining the pertinent facts. No Trustee shall be obliged to give any
bond or surety or other security for the performance of any of its duties
under this trust.
Notwithstanding any provision of law or any other provision in this
declaration of trust contained, a Director shall not be liable to the Company
or any Shareholder for monetary damages for breach of his fiduciary duties as
a Director, except with respect to any matter as to which such liability is
imposed by applicable law and he shall have been adjudicated (a) to have
breached his duty of loyalty to the Company or the Shareholders, (b) to have
<PAGE>
acted (or omitted to act) not in good faith, (c) to have knowingly violated
the law, (d) to have intentionally engaged in misconduct, or (e) to have
derived any improper personal benefit from a transaction.
The Company shall indemnify each of its Directors and officers against
any loss, liability or expense, including amounts paid in satisfaction of
judgments, in compromise or as fines and penalties, and counsel fees, imposed
upon or reasonably incurred by him in connection with the defense or
disposition of any action, suit or other proceeding, whether civil or
criminal, including but not limited to derivative suits (to the extent
permitted by law), in which he may be involved or with which he may be
threatened, while in office or thereafter, by reason of his being or having
been a Director or officer, except with respect to any matter as to which he
shall have been adjudicated in such action, suit or proceeding not to have
acted in good faith in the reasonable belief that his action was in the best
interests of the Company, or, to the extent that such matter relates to
service with respect to any employee benefit plan, as in the best interests of
the participants or beneficiaries of such plan. As to any matter disposed of
by a compromise payment by a Director or officer, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless such compromise shall be approved as in the
best interests of the Company, after notice that it involves such
indemnification, if no change in control has occurred (a) by a disinterested
majority of the Directors then in office, (b) by a majority of the
disinterested Directors then in office, provided that there has been obtained
an opinion in writing of independent legal counsel to the effect that such
Director or officer appears to have acted in good faith in the reasonable
belief that his action was in the best interests of the Company, or (c) by the
vote, at a meeting duly called and held, of the holders of a majority of the
shares outstanding and entitled to vote thereon, exclusive of any shares owned
by any interested Director or officer or, if a change in control shall have
occurred, by an opinion in writing of independent legal counsel to the effect
that such Director or officer appears to have acted in good faith in the
reasonable belief that his action was in the best interests of the Company.
In discharging his duties any Director or officer, when acting in good
faith, shall be fully entitled to rely upon information, opinions, reports or
records, including financial statements, books of account and other financial
records, in each case presented or prepared by, or under the supervision of,
(a) one or more officers or employees of the Company (or of another
organization in which he serves as contemplated by this Article) whom the
Director or officer reasonably believes to be reliable and competent in the
matters presented, (b) counsel, public accountants or other persons as to
matters which the Director or officer reasonably believes to be within such
person's professional or expert competence, or (c) in the case of a Director,
a duly constituted committee of the Board of Directors (or similar governing
body of such other organization) upon which he does not serve, as to matters
within its delegated authority, which committee the Director reasonably
believes to merit confidence, but he shall not be considered to be acting in
good faith if he has knowledge concerning the matter in question that would
cause such reliance to be unwarranted. The fact that a Director or officer so
relied shall be a complete defense to any claim asserted against him, except
as expressly provided by statute, by reason of his being or having been a
Director or officer of the Company (or such other organization).
No Trustee, Director, or officer shall be liable for any act, omission,
step or conduct taken or had in good faith, which (whether by condition or
otherwise) is required, authorized or approved by any order or orders issued
pursuant to the Public Utility Holding Company Act of 1935, the Federal Power
Act, or any other statute regulating the Company or any of its subsidiaries by
reason of their being public utility companies, public utility holding
<PAGE>
companies or subsidiaries thereof or by reason of their activities as such, or
any amendments to any thereof. In any action, suit or proceeding based on any
act, omission, step or conduct, as in this paragraph described, the provisions
hereof shall be brought to the attention of the court. In the event that the
foregoing provisions of this paragraph are found by the court not to
constitute a valid defense on the grounds of not being applicable to the
particular class of plaintiff, each such Trustee, Director and officer shall
be indemnified against all loss, liability and expense incurred by him or
imposed on him, in connection with, or arising out of, any such action, suit
or proceeding based on any act, omission, step or conduct taken or had in good
faith as in this paragraph described; provided, however, that as to any matter
disposed of by a compromise payment by such Director or officer, pursuant to a
consent decree or otherwise, no indemnification either for said payment or for
any other expenses shall be provided unless such compromise shall be approved
as in the best interest of the Company as heretofore provided in this
Article. Such loss, liability and expense shall include, but shall not be
limited to, judgments, court costs and attorneys' fees.
Expenses incurred with respect to the defense or disposition of any
action, suit or proceeding heretofore referred to in this Article shall be
advanced by the Company prior to the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the recipient to
repay such amount if it is ultimately determined that he is not entitled to
indemnification, which undertaking shall be accepted without reference to the
financial ability of the recipient to make such repayment. If in an action,
suit or proceeding brought by or in right of the Company, a Trustee or
Director is held not liable, whether because relieved of liability under the
first or second paragraphs of this Article or otherwise, he shall be deemed to
have been entitled to indemnification for expenses incurred in defense of said
action, suit or proceeding.
As used in this Article:
(i) The term "officer" includes (a) persons who serve at the written
request of the Company as directors, officers, or trustees of another
organization and (b) employees of the Company and its subsidiaries who serve
in any capacity with respect to employee benefit plans. All directors,
officers and trustees of wholly owned subsidiaries of the Company shall be
deemed to serve at the written request of the Company.
(ii) An "interested" Director or officer is one against whom in such
capacity the proceeding in question or another proceeding on the same or
similar grounds is then pending.
(iii) A "change in control" occurs when: (a) any individual,
corporation, association, partnership, joint venture, trust or other entity or
association thereof acting in concert (excluding any employee benefit plan,
dividend reinvestment plan or similar plan of the Company, or any trustee
thereof acting in such capacity) acquires more than 20% of the Company's
outstanding common shares, whether in whole or in part, by means of an offer
made publicly to the holders of all or substantially all of the outstanding
common shares to acquire common shares for cash, other property, or a
combination thereof or by any other means, unless the transaction is consented
to by vote of a majority of the Continuing Directors; or (b) Continuing
Directors cease to constitute a majority of the Board.
<PAGE>
(iv) The term "Continuing Director" shall mean any Director of the
Company who (a) was a member of the Board of Directors of the Company on the
later of January 1, 1987, or the date the Director or officer seeking
indemnification first became such, or (b) was recommended for his initial term
of office by a majority of Continuing Directors in office at the time of such
recommendation.
Nothing contained in this Article shall (i) limit the power of the
Company to indemnify employees and agents of the Company or its subsidiaries
other than Directors and officers on any terms it deems appropriate not
prohibited by law, (ii) limit the power of the Company to indemnify Directors
and officers for expenses incurred in suits, actions, or other proceedings
initiated by such Director or officer, or (iii) affect any rights to
indemnification to which Company personnel other than Directors and officers
may be entitled by contract or otherwise. The rights provided in this Article
shall not be exclusive of or affect any other right to which any Trustee,
Director or officer may be entitled and such rights shall inure to the benefit
of its or his successors, heirs, executors, administrators and other legal
representatives. Such other rights shall include all powers, immunities and
rights of reimbursement which would be allowable under the laws of The
Commonwealth of Massachusetts were these trusts a business corporation
organized under such laws.
In case any Shareholder shall at any time for any reason be held to or be
under any personal liability solely by reason of his being or having been a
Shareholder and not by reason of his acts or omissions as a Shareholder, then
such Shareholder (or his heirs, executors, administrators, or other legal
representatives) shall be entitled out of the trust estate to be held harmless
from, and indemnified against, all loss, liability or expense by reason of
such liability.
With respect to any act or omission occurring prior to April 28, 1987,
the provisions of this Article as then in effect shall be controlling. No
amendment to or repeal of this Article shall apply to or have any effect upon
the liability, exoneration, or indemnification of any Trustee, Director,
officer, or Shareholder for or with respect to any acts or omissions of the
Trustee, Director or Shareholder occurring prior to such amendment or repeal.
23. Whenever in the administration of these trusts the Trustee shall
deem it necessary or advisable that any matter be proved or established, such
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
certificate or instrument purporting to be signed by the president or the
treasurer or the secretary or any assistant or temporary secretary of the
Company, or any two Directors, and delivered to the Trustee, and such
certificate or instrument shall be full warrant to the Trustee for any action
taken or suffered by it under the provisions of this declaration of trust on
the faith thereof; but in its discretion the Trustee may accept other evidence
of such matter or may require or obtain from the Directors or officers of
these trusts or from any other sources such further or additional evidence as
to it may seem reasonable. The Trustee may receive a certificate purporting
to be signed by the secretary or any assistant or temporary secretary of the
Company as conclusive evidence of the due adoption of any vote or resolution
by the Shareholders or Board of Directors or any committee thereof, and
conclusive evidence of the matters therein stated.
24. The receipts of the Trustee for moneys or things paid or delivered
to it shall be effectual discharges to the person, firm, association, trust or
corporation paying or delivering the same therefrom and from all liability to
see to the application thereof. And no purchaser or person, firm,
<PAGE>
association, trust or corporation dealing with the Trustee, Board of
Directors, officers or agents of these trusts shall be bound to ascertain or
inquire whether any consent, resolution or other authorization of the Trustee,
Board of Directors or Shareholders, as is herein required or provided for, has
been obtained or passed or as to the existence or occurrence of any event or
purpose in or for which a sale, lease, mortgage, pledge or charge is herein
authorized or directed, or otherwise as to the purpose or regularity of any of
the acts of the Trustee, Board of Directors, officers or agents of these
trusts purporting to be done in pursuance of any of the trusts or powers
herein contained, or as to the regularity of the removal, resignation or
appointment of any Trustee or any Director, officer or agent; and a transfer
of the trust estate, or any part thereof, executed by the Trustee in whom the
same shall be vested at the time of any such removal, resignation or
appointment (including any retiring Trustee who shall be willing to act and
shall act in executing such transfer but not otherwise including any such
retiring Trustee) for the purpose of vesting the same in the Trustee for the
time being of these presents or providing evidence of such vesting
independently of such removal, resignation or appointment, shall, as to the
property comprised in such transfer, be conclusive evidence in favor of any
such purchaser or other person, firm, association, trust or corporation
dealing with the Trustee of the validity of such transfer and of the matters
therein recited relating to such removal, resignation or appointment or the
occasion thereof or the occasion of such transfer.
25. No corporation, trust, association or body politic shall be affected
by notice that any of its shares or bonds or other securities or obligations
are subject to any of the trusts of these presents or be bound to see to the
execution of any such trusts or to ascertain or inquire whether any transfer
of any such shares, bonds or securities or obligations by the Trustee is
authorized, notwithstanding such authority may be disputed by some other
persons, firm, association, trust or corporation.
26. No agreement, dealing, relationship or arrangement of any kind with
these trusts in which the Trustee shall have a personal interest shall be void
or voidable or otherwise affected by such interest, nor shall the Trustee so
interested be liable to account in respect thereof, provided that such
agreement, dealing, relationship or arrangement shall be authorized or
ratified by the Board of Directors hereof, and provided, further, that the
fact of such interest, though not necessarily the extent thereof, shall be
disclosed to or known by such Board of Directors. No agreement, dealing,
relationship or arrangement of any kind between any Trustee hereunder and any
company which may be controlled by these trusts or in which these trusts may
have any interest shall be void or voidable or in any other way whatsoever
affected by reason of any personal interest which any Trustee may have,
directly or indirectly, in such agreement, dealing, relationship or
arrangement, as a party or parties thereto or otherwise, nor shall any Trustee
be liable to account because of such interest, nor need such interest be
disclosed. No agreement, dealing, relationship or arrangement of any kind
between these trusts or any company in which these trusts shall have an
interest and any other company in which the Trustee, or any officer, director
or agent of the Trustee, may have a personal interest as stockholder,
creditor, officer, trustee or director shall be void or voidable, or in any
way whatsoever affected by any such interest, nor shall any such Trustee, or
any such officer, director or agent of the Trustee, be liable to account
because of any such interest, nor need such interest be disclosed.
No Trustee, Director or officer of these trusts shall be disqualified by
his or its office from acquiring shares or stock in or bonds and other
obligations of or from holding any office or place of profit under these
trusts or any company in which these trusts shall be interested as stockholder
or otherwise.
<PAGE>
No Shareholder shall be disqualified by his holding such shares, however
great in amount, from holding any office or place of profit hereunder or under
any company in which these trusts or the Trustee shall be interested as
stockholder or otherwise.
No agreement, dealing, relationship or arrangement of any kind with these
trusts or with any company which may be controlled by these trusts or in which
these trusts may have any interest in which any Shareholder, Director or
officer of these trusts shall have a personal interest shall be void or
voidable or otherwise affected by such interest nor shall such Shareholder,
Director or officer so interested be liable to account in respect thereof,
except such effect or liability, if any, as would have resulted under the same
circumstances had these trusts been a business corporation organized under the
laws of The Commonwealth of Massachusetts.
Regardless of whether the foregoing provisions for disclosure have or
have not been complied with, any dealing, contract or arrangement entered into
by or on behalf of these trusts or of the Board of Directors, Trustee or
officers hereof, or by or on behalf of any company in which these trusts or
the Trustee shall be interested as stockholder, or otherwise, shall not be
voided by reason of the interest therein of any Shareholder, Trustee, Director
or officer nor shall any Shareholder, Trustee, Director or officer being so
interested be liable to account to these trusts or to the Board of Directors,
Trustee, officers or Shareholders, or otherwise, for any profit or benefit
realized through any such dealing, contract or arrangement by reason of such
Shareholder, Trustee, Director or officer holding that position or of the
fiduciary relation thereby established, if such dealing, contract or
arrangement shall have been authorized or ratified by the Shareholders or by
the stockholders of any such company, as the case may be, after notice of the
fact of the interest therein (including a general statement of the nature and
extent of such interest) of such Shareholder, Trustee, Director or officer,
except that if such dealing, contract or arrangement was with a Shareholder or
Shareholders the authorization or ratification shall be by a majority of the
shares represented at the meeting exclusive of those held by the interested
Shareholder or Shareholders.
27. The beneficial interest in the trust estate shall be, and during the
continuance of these trusts shall remain, in the owners from time to time of
transferable shares of beneficial interest. The shares of beneficial interest
now authorized, which may be issued from time to time by the Board of
Directors for such consideration as may be fixed by the Board of Directors
without the necessity of obtaining the consent of the Shareholders, shall
consist of 150,000,000 common shares all of the same class and each of the par
value of one dollar ($1). The share capital representing the common shares of
these trusts shall include the sum of (a) $94,554,130.51 for the common shares
issued prior to January 1, 1953, (b) the consideration received for common
shares issued after said date, and (c) any balances remaining in capital
surplus accounts not included in (a) or (b). The share capital shall not be
available for the payment of dividends. The share capital shall not be
reduced without the consent of the Board of Directors and, furthermore, such
share capital shall not be reduced below the sum of (a) and (b) without a vote
of a majority of the shares outstanding and entitled to vote thereon at a
meeting duly called for the purpose on at least twenty (20) days' notice. All
shares issued and to be issued shall be full-paid and non-assessable except to
the extent otherwise specifically provided in the certificates representing
such shares. In any issue of common shares, fractional scrip in lieu of
fractional shares may be issued in such form and on such terms as the Board of
Directors determines.
<PAGE>
28. Common shares in addition to those now authorized may be authorized
from time to time by majority vote of the Shareholders at a meeting duly
called for the purpose upon at least twenty (20) days' notice. Such
additional common shares shall rank pari passu with the common shares now
authorized. Shares in addition to those now authorized but with any
preference as to dividends or in liquidation or otherwise over the common
shares may be authorized from time to time, when consented to by two thirds of
the Board of Directors, by vote, at a meeting duly called for the purpose upon
at least twenty (20) days' notice, of two-thirds of the shares outstanding and
entitled to vote thereon, and such additional shares shall have such
preferences and other rights and such par value or be without par value as may
be determined in the vote of the shares authorizing them.
29. By vote, at a meeting duly called for the purpose upon at least
twenty (20) days' notice, of two-thirds of the shares, outstanding and
entitled to vote thereon, and when consented to by the Board of Directors, any
shares authorized, whether issued or unissued, may be reduced in number, may
be changed into the same or a different number of shares of any class or
classes with or without par value, or may be classified or reclassified. By
vote, at a meeting similarly called, of a majority of the shares outstanding
and entitled to vote thereon and when consented to by the Board of Directors,
the par value of the shares may be increased or reduced. In connection with
any of the foregoing the Board of Directors may increase, decrease or adjust
the capital account of the Company.
30. Unless otherwise prescribed by resolution of the Shareholders, all
shares, in addition to those issuable to carry out the Amended Plan referred
to in Article 27, may be issued either for money, services or property, or in
exchange for other shares in these trusts at the time outstanding, and upon
such terms as to valuation of shares, services or property or other shares and
otherwise, as the Board of Directors may in its absolute discretion see fit.
31. No holder of shares of these trusts of any class shall have any
preemptive or preferential right of subscription to any shares or other securiti
es of these trusts.
32. Shares in these trusts acquired by these trusts or by the Trustee
for these trusts may be cancelled and the number of shares authorized be
thereby reduced, or such shares may be held in the treasury and be sold by the
Trustee, with the consent or at the direction of the Board of Directors, as
the Board of Directors may from time to time determine; but such shares while
so held in the treasury shall not be entitled to any voting rights or to any
dividends and shall not be deemed outstanding in computing proportions or
percentages of shares or Shareholders hereunder or for any other purpose of
these trusts.
33. A register or registers shall be kept by or on behalf of the
Trustee, under the direction of the Board of Directors, which shall contain
the names and addresses of the Shareholders and the number and kind of shares
held by them respectively and a record of all transfers thereof. No
Shareholder shall be entitled to receive payment of any dividend declared, nor
to have any notice given to him as herein provided, until he has given his
address to the transfer agent, or such other officer or agent of these trusts
as shall keep the said register, for entry thereon.
34. The Trustee, with the consent or at the direction of the Board of
Directors, shall have power to employ in the city of Boston and in any other
cities the Board may designate a transfer agent or transfer agents and a
registrar or registrars and may employ as any such transfer agent or registrar
any corporation that is Trustee hereunder. The transfer agent or transfer
<PAGE>
agents shall keep the said registers and record therein the transfers of any
of the said shares and countersign certificates of shares issued to the
persons entitled to the same. The transfer agents and registrars shall
perform the duties usually performed by transfer agents and registrars of
certificates of stock in a corporation, except as modified by the Trustee with
the consent or at the direction of the Board of Directors, and the
remuneration of such transfer agent or transfer agents and such registrar or
registrars shall be allowed as part of the expenses incidental to the
execution of the trust of these presents.
35. Every Shareholders shall be entitled to receive a certificate in
such form as the Board of Directors shall from time to time approve,
specifying the number and kind of shares held by him, with such description,
if any, as may be necessary to distinguish them from other shares to which
different rights are attached. Such certificates shall, unless otherwise
determined by the Board of Directors, be signed by the president or a vice-
president and the treasurer or an assistant treasurer of the Company and
countersigned by the transfer agent, if any, and registered by or on behalf of
the Trustee or by a registrar, if any, and a notation of such registration
shall be endorsed thereon, provided however that when any such certificate is
signed by a transfer agent and by a registrar and the registrar is not the
same person, partnership, association, trust or corporation as the transfer
agent, the signature of the president or a vice- president or of the treasurer
or an assistant treasurer of the Company, or either or both such signatures,
upon such certificate may be facsimile, and such certificate shall be as valid
and effective for all purposes as if signed by such officer or officers. The
fact that a person signing has ceased to be an officer shall not invalidate
any certificate.
36. A new certificate may be issued by authority of the Board of
Directors, to replace any certificate previously issued, on evidence
satisfactory to said Board and to the Trustee that the said certificate
previously issued has been worn out, mutilated, lost or destroyed and on such
terms, if any, as to indemnity and otherwise, as the Board of Directors and
Trustee shall deem proper.
37. Every transfer of any shares (otherwise than by operation of law)
shall be in writing under the hand of the transferor or of his agent thereunto
duly authorized in writing, and upon delivery thereof to the Trustee or a
transfer agent of these trusts, accompanied by the existing certificate for
such shares and such evidence of the genuineness of such transfer,
authorization and other matters as may reasonably be required, shall be
recorded in the register, and a new certificate therefor shall be issued to
the transferee, and in case of a transfer of only a part of the shares
mentioned in any certificate a new certificate for the residue thereof shall
be issued to the transferor. Until the transfer shall be so delivered and
recorded, the Shareholder of record shall be deemed to be the holder of the
share or shares comprised therein for all purposes hereof, and neither the
Board of Directors nor the Trustee nor any transfer agent or registrar nor any
officer or agent of these trusts shall be affected by any notice of the
transfer.
38. Any person becoming entitled to any shares in consequence of the
death, bankruptcy or insolvency of any Shareholder, or otherwise by operation
of law, shall be recorded in the register as the holder of the said shares,
and receive a new certificate for the same, upon production of the proper
evidence thereof and delivery of the existing certificate to the Trustee or a
transfer agent of these trusts. But until such record is made, the
Shareholder of record shall be deemed to be the holder of such shares for all
purposes hereof, and neither the Board of Directors nor the Trustee nor any
<PAGE>
transfer agent or registrar nor any officer or agent of these trusts shall be
affected by any notice of such death, bankruptcy, insolvency or other event.
39. Shares shall be personal property entitling the holders only to the
rights and interest in the trust estate set forth in these presents, and it is
expressly declared and agreed by and between the Shareholders, Trustee,
Directors and officers of these trusts that a trust and not a partnership is
deemed to be created by this instrument and that irrespective of whether any
different status may be held to exist as far as others are concerned,
nevertheless as between the said Shareholders, Trustee, Directors and officers
the Shareholders shall be deemed to hold only the relationship of cestuis que
trustent to the Trustee, with only such rights as are conferred upon them as
such cestuis que trustent hereunder.
40. Two or more persons holding any share shall be joint tenants of the
entire interest therein, and no entry shall be made in the register or in any
certificate that any person is entitled to any future, limited or contingent
interest in any share. But any person registered as a holder of any share
may, subject to the provisions hereinafter contained, be described in the
register or in any certificate as a trustee of any kind, and any words may be
added to the description to identify the said trust.
41. The Trustee shall not, nor shall the Shareholders or Board of
Directors or any officer of these trusts or any transfer agent or other agents
of these trusts or of the Trustee or Board of Directors, be bound to take
notice or be affected by notice of any trust, whether express, implied or
constructive, or of any charge, pledge or equity to which any of the said
shares or the interest of any of the Shareholders in the trusts of these
presents may be subject, or to ascertain or inquire whether any sale or
transfer of any such shares or interest by any such Shareholder or his
personal representatives is authorized by such trust, charge or equity, or to
recognize any person as having any interest therein, except the persons
registered as such Shareholders. And the receipt of the person in whose name
any share is registered, or, if such share is registered in the names of more
than one person, the receipt of any one of such persons or of the duly
authorized agent of any such person, shall be a sufficient discharge for all
dividends and other money and for all shares, bonds, obligations and other
property payable, issuable or deliverable in respect of such share and from
all liability to see to the application thereof.
42. An annual meeting of the Shareholders shall be held on the fourth
Tuesday of April in every year, or on such other date as the Board of
Directors may from time to time fix, at such place designated in the notice,
at which meeting the Board of Directors shall lay before the Shareholders
financial statements for the last financial year preceding such meeting, and
any question may be presented to them or any report of the Board of Directors,
or any Director, Trustee, officer, agent or employee of these trusts may be
laid before them by the Trustee or by the Board of Directors, president or
treasurer of the Company. Purposes for which an annual meeting is to be held
additional to those prescribed by law and by these presents may be specified
by the Trustee or by the Board of Directors, president or treasurer of the
Company. If such annual meeting is omitted on the day herein provided
therefor, a special meeting may be held in lieu thereof, and any business
transacted or election held at such special meeting shall have the same effect
as if transacted or held at the annual meeting.
43. Subject to the provisions of Articles 42 and 46, at the annual
meeting the said financial statements and reports may be approved after such
consideration as the Shareholders think proper and Directors shall be elected,
and any business may be considered or transacted.
<PAGE>
44. The Trustee or the Board of Directors, president or treasurer of the
Company may whenever they think fit, and the president or secretary of the
Company, upon a written request of the holders of one tenth of all the shares
at the time outstanding and carrying the right to vote, shall, call or direct
any officer of these trusts to call a special meeting of the Shareholders to
be held at such place designated in the notice. Every such request shall
express the purpose of the meeting and shall be delivered at the principal
office of these trusts addressed to the president or secretary of the Company,
and in case the said president or secretary shall refuse or fail, for fourteen
(14) days after the request shall have been so delivered, to call such special
meeting to be held within thirty (30) days after the delivery of the request,
the same may be called by the person or persons signing such request or by any
three (3) of them. And a special meeting may also be called by the holders of
one tenth of the said shares whenever the offices of the Directors shall be
entirely vacant.
45. The president shall be entitled to preside at every meeting of the
Shareholders, but if he is not present at the commencement of the meeting or,
being present, shall not be willing to preside, the Shareholders present in
person or by proxy shall choose the chairman of such meeting.
46. At any annual or special meeting no business shall be transacted
other than such as is referred to in the notice of the meeting.
47. A written or printed notice of each meeting of the Shareholders,
whether annual or special, specifying the time, place and purposes thereof,
shall be given as provided in Article 54 by the president or secretary or any
assistant secretary or by a person or persons designated by any of them or, in
case of a special meeting, by the persons calling the same, to each of the
Shareholders entitled to vote thereat at least ten (10) days (including
Sundays and holidays) before such meeting.
48. At all meetings every Shareholder shall, subject to the provisions
of Article 51, have one vote for every share held by him and may vote at any
meeting or any adjournment or adjournments thereof in person or by proxy in
writing; and, except as otherwise provided herein, the holders of a majority
of all the shares issued and outstanding shall constitute a quorum for the
consideration of such question.
49. When any share is held jointly by several persons, any one of them
may vote at any meeting in person or by proxy in respect of such share, but if
more than one of them shall be present at such meeting in person or by proxy,
and such joint owners or their proxies so present disagree as to any vote to
be cast, such vote shall not be received in respect of such share.
50. If the holder of any share is a minor or a person of unsound mind,
or subject to guardianship or to the legal control of any other person as
regards the charge or management of such share, he may vote by his guardian or
such other person appointed or having such control, and such vote may be given
in person or by proxy.
51. For the purpose of determining the Shareholders who are entitled to
receive payment of any dividend, or who are entitled to vote or act at any
meeting or any adjourned session thereof, or who are entitled to receive any
offering pursuant to Article 31 hereof, the Board of Directors may from time
to time close the register and transfer books for such period, not exceeding
sixty (60) days, as the Board may determine; or, without closing the said
register or transfer books, the Board may fix a time not more than sixty (60)
days before the dividend payment date or the meeting or adjourned session or
the date of the offering, as of which the Shareholders entitled to such
<PAGE>
dividend or entitled to vote or act at any meeting or adjourned session or
entitled to such offering shall be determined.
52. If at the time appointed for a meeting it is determined that a
quorum is not present, the meeting if called at the request of Shareholders or
by Shareholders after such request as hereinbefore provided shall at the
request of such Shareholders be adjourned for a period of ten (10) days, and
if upon determination of the number of shares represented at such adjourned
meeting a quorum is not present the meeting shall be dissolved, but in other
cases the Shareholders present in person or by proxy shall constitute a quorum
for the purpose of adjourning the meeting from time to time or finally, but
not for the transaction of any other business, and the meeting may be held as
adjourned without further notice.
53. Except as herein otherwise provided, when a quorum is present at any
meeting, a majority of the shares represented thereat and entitled to vote
upon any question properly brought before the meeting shall decide such
question. Provisions in this declaration of trust for a majority vote of
Shareholders at a meeting or for a two-thirds vote of Shareholders at a
meeting mean respectively a majority of two thirds interest of the
Shareholders entitled to vote thereon who are present or represented by proxy
at such meeting.
54. Every notice to any Shareholder required or provided for in these
presents may be given to him personally or by sending it to him through the
post- office in a prepaid letter addressed to him at his address specified in
the share register, and posted in the United States, and shall be deemed to
have been given at the time when it is so posted. But in respect of any share
held jointly by several persons notice so given to any one of them shall be
sufficient notice to all of them. And any notice so sent to the registered
address of any Shareholder shall be deemed to have been duly sent in respect
of any such share whether held by him solely or jointly with others,
notwithstanding he be then deceased or be bankrupt or insolvent, and whether
the Directors or Trustee or any person sending such notice have knowledge or
not of his death, bankruptcy or insolvency, until some other person or persons
shall be registered as holders. And the certificate of the person or persons
giving such notice shall be sufficient evidence thereof, and shall protect all
persons acting in good faith in reliance on such certificate.
55. Unless sooner terminated as provided in Article 57, these trusts
shall continue in such manner that the Trustee and Board of Directors shall
have all the powers and discretions expressed to be given to them by these
presents, and that no Shareholder shall be entitled to put an end to the same
or to require a division of the trust estate or any part thereof until the
expiration of seventy- five (75) years from the formal date hereof, or the
expiration of twenty (20) years from the death of the last survivor of the
following persons:
John B. Pierce, Jr., and Rosamond W. Pierce, children of John B. Pierce of
Dedham; Hope Richardson, Louisa C. Richardson, Hetty L. Richardson, Faith
Richardson and John Richardson, Jr., children of John Richardson of Canton;
Robert R. Walker and Helen C. Walker, children of Clifford H. Walker of
Newton, Elizabeth W. Mudge, Richard B. Mudge and Robert W. Mudge, children of
James W. Mudge of Belmont; Leonard K. Berkowitz, son of Abram Berkowitz of
Brookline; Virginia Dewing, Andrew Dewing and Edmund R. Dewing, Jr., children
of Edmund R. Dewing of Wellesley; and Charles A. Coolidge, 3rd, and Daniel J.
Coolidge, children of Charles A. Coolidge, Jr., of Boston, all in the
Commonwealth of Massachusetts,
<PAGE>
whichever of the said periods shall first expire, and at the expiration of the
time so limited the said trusts shall terminate.
56. The death of a Shareholder or of a Director or the dissolution of a
Shareholder or the Trustee (if a corporation) during the continuance of these
trusts shall not operate to terminate these trusts, nor shall it entitle the
legal representatives of any such Shareholder, Trustee or Director to an
accounting or to take any action in the courts or otherwise.
57. The Board of Directors by two-thirds vote may terminate these trusts
at any time, if such termination has been authorized by vote, at a meeting
duly called for the purpose upon at least twenty (20) days' notice, of a
majority of the shares outstanding and entitled to vote thereon. The said
Board, by two- thirds vote may likewise alter, amend, add to or rescind any of
the terms, powers and provisions herein contained, if the same has been
authorized by majority vote of the Shareholders at a meeting duly called for
the purpose upon at least twenty (20) days' notice and such other vote if any
as may be required by the rights or preferences relating to any class or
series of shares; provided that if such alteration, amendment, addition or
rescission shall in the judgment of the Board of Directors be of a fundamental
character it shall require authorization by vote of a majority of the shares
outstanding and entitled to vote thereon at such a meeting. Such termination
or such alteration, amendment, addition or rescission shall become effective
only upon presentation to the Trustee, as required by Article 58, of the
counterpart of the certificate in said Article 58 referred to.
58. In case these trusts shall be terminated or in the case of any
merger approved pursuant to Section 59B or in the case any of the terms,
powers and provisions herein contained shall be altered, amended, added to or
rescinded pursuant to the provisions of Article 57, a certificate in any
number of counterparts deemed desirable, setting forth such termination or
merger, alteration, amendment, addition or rescission and that the Board of
Directors and Shareholders have authorized the same in accordance with the
provisions of Article 57 or Article 59B, as applicable, shall be signed by two
of the Directors and by the secretary or any assistant secretary, and shall be
acknowledged by one of the Directors and one counterpart of said certificate
shall be filed with the Trustee and other counterparts thereof shall be
recorded or filed at the principal office of these trusts and in such places
as may be required by law.
59. Upon the termination of the said trusts by the said limitation or
under the provisions herein contained the Trustee shall, with the consent or
at the direction of the Board of Directors and upon such terms as shall be
determined by the Board, sell and convert into money or into shares, bonds and
other securities or obligations, whether of the purchaser or otherwise, the
whole or any part of the trust estate and shall apportion the proceeds thereof
and any property forming part of the trust estate excepted from such sale
among all the Shareholders in accordance with their respective rights ratably
according to the number and kind of shares held by them respectively. And in
making any sale under this provision the trustee shall, with the consent or at
the direction of the Board of Directors, have power to sell by public auction
or private contract and to buy in or rescind or vary any contract of sale and
to resell, without being answerable for loss, and for the said purposes to
execute or cause to be executed all proper deeds and instruments and to do all
proper things. But the Trustee may, with the consent or at the direction of
the Board of Directors, after the distribution of the full amounts of money,
if any, due upon liquidation or termination on any preferred shares of any
class or series which may be outstanding, divide the whole or any part of the
remaining trust estate in its actual state of investment among the
Shareholders in accordance with their respective rights ratably according to
<PAGE>
the number and kind of shares held by them respectively, and for such purposes
the Board of Directors shall have power to determine the values of the
property comprising said remaining trust estate.
59A. Certain Business Combinations.
(a) Special Requirement for Certain Business Combinations. No Business
Combination shall be duly authorized, or within the powers of the Trustee,
unless such Business Combination:
(i) shall have been approved by vote or written consent of a
majority of the Continuing Directors as being in the best interests of the
Shareholders; or
(ii) shall have been approved by the affirmative vote of the
holders of at least (A) 80% of all outstanding common shares and (B) two-
thirds of such shares held by Disinterested Shareholders, voting as a separate
class; or
(iii) shall have satisfied each of the following conditions:
(A) Condition as to Best Price. The value (determined by fair market as
of the time of consummation of such Business Combination) of the consideration
to be received per share by holders of common shares shall equal or exceed the
highest price paid by the Related Person involved in such Business Combination
for any common share during the previous 24 months (subject to appropriate
adjustment in the event of any intervening share dividend, share split,
combination of shares or similar event); and
(B) Condition as to Form of Consideration. The form of the consideration
to be received by holders of common shares shall be either cash or the form of
consideration used to acquire the largest number of common shares previously
acquired by such Related Person.
(b) Definitions. For purposes of this Article:
(i) The term "Business Combination" shall mean (A) any transfer of
the business of the Company as a going concern to a Related Person, whether
effected by a sale of all or substantially all the trust estate under Article
4(e), by dissolution or liquidation or by any other method; (B) any other
sale, lease, exchange, transfer, loan, advance or other disposition (including
without limitation the creation of a mortgage or any other security device),
in one transaction or series of transactions, of any substantial part of the
assets (including without limitation cash and any voting securities of a
Subsidiary) of the Company (or any of its Subsidiaries) to or with a Related
Person; (C) any sale, lease, exchange, transfer, loan, advance or other
disposition of any substantial part of the assets of a Related Person to the
Company or any of its Subsidiaries; (D) the issuance by the Company (or any of
its Subsidiaries) of any securities to a Related Person, other than under an
employee benefit plan, dividend reinvestment plan or similar plan approved by
a majority of the Continuing Directors; (E) the acquisition by the Company or
any of its Subsidiaries of any securities of a Related Person; (F) any
reclassification of securities (including without limitation any combination
of shares) or recapitalization of the Company or any other transaction
(whether or not involving a Related Person) which has the effect of increasing
the relative portion of the outstanding shares of any class of securities of
the Company (or any of its Subsidiaries) directly or indirectly owned by any
Related Person; (G) any transaction as a result of which the provisions of
<PAGE>
this Article would cease to be in effect; or (H) any agreement, contract or
other arrangement providing for any of the foregoing transactions.
(ii) The term "Related Person" shall mean (A) any individual,
corporation, association, partnership, joint venture, trust or other entity
(each of the foregoing constituting a "Person") that, together with its
Affiliates and any other Persons acting in concert with respect to the affairs
of the Company, beneficially owns in the aggregate 10% or more of the
Company's outstanding common shares and (B) any Affiliate of a Person
described in clause (A); provided, however, that no employee benefit plan,
dividend reinvestment plan or similar plan of the Company, or any trustee
thereof acting in such capacity, shall constitute a Related Person for any
purpose of this Article.
(iii) The term "substantial part", with respect to the assets of
any Person, shall mean assets aggregating more than 10% of the assets (as
stated on the books of such Person in accordance with generally accepted
accounting principles consistently applied) or contributing in the aggregate
more than 10% of the earning power of such Person (or of such Person and its
Subsidiaries on a consolidated basis).
(iv) The term "Continuing Director" shall mean any director of the
Company who is not a Related Person and either (A) was a member of the Board
of Directors of the Company on January 1, 1987 or (B) was recommended for his
or her initial term of office by a majority of Continuing Directors in office
at the time of such recommendation.
(v) The term "Affiliate", with respect to a specified Person, shall
mean any other Person who (A) directly, or indirectly controls, or is
controlled by, or is under common control with, the specified Person; (B) is a
director, officer or partner of such specified Person; (C) individually, or
together with other Persons acting in concert, is directly or indirectly the
beneficial owner of 5% or more of any class of equity securities of the
specified Person; (D) is a trust or other estate in which such specified
Person has a substantial beneficial interest or as to which such specified
Person serves as trustee or in a similar fiduciary capacity; or (E) is a
relative or spouse of such specified Person, or any relative of such spouse,
who has the same home as such specified Person or who is a director or officer
of such specified Person or any of its parents or Subsidiaries.
(vi) The term "Subsidiary" shall mean any Person of which the
Company (or other specified parent) shall at the time own directly, or
indirectly through another Subsidiary, at least 50% of the outstanding shares
of capital stock (or other shares of beneficial interest) entitled to vote
generally.
(vii) The term "Disinterested Shareholder" shall mean any holder of
outstanding common shares who is not a Related Person.
(viii) A Person shall be deemed to own any common shares (A) of
which such Person or any of its Affiliates would be the beneficial owner,
within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
in effect on January 1, 1987, or (B) which such Person or any of its
Affiliates has the right to acquire (whether or not such right is exercisable
immediately) under any agreement, arrangement or understanding or upon the
exercise of conversion rights, exchange rights, warrants, options or
otherwise.
<PAGE>
(c) Amendment. This Article may not be amended, modified or repealed in
any respect unless such action is approved by the affirmative vote of the
holders of not less than (A) 80% of all outstanding common shares and (B) two-
thirds of such shares held by Disinterested Shareholders, voting as a separate
class, except that this Article may be amended by the affirmative vote of the
holders of not less than a majority of all outstanding common shares if prior
to submitting such amendment to a vote of the Shareholders it shall have been
approved by vote or written consent of a majority of the Continuing Directors
as being in the best interests of the Shareholders.
59B. Merger. Except as provided in Article 59A above, the Board of
Directors by two-thirds vote may cause a domestic limited liability company to
be merged into these trusts in accordance with Chapters 156C (Massachusetts
Limited Liability Company Act) and 182 (Voluntary Associations and Certain
Trusts) of the Massachusetts General Laws, if such merger has been authorized
by vote, at a meeting duly called for the purpose upon at least twenty days'
prior notice, of a majority of the shares outstanding and entitled to vote
thereon at such meeting. Any such merger shall become effective only upon
presentation to the Trustee, as required by Article 58, of the counterpart of
the certificate referred to in Article 58, or at such later time as may be
specified in the certificate. In respect to any such merger, the holders of
all shares of the Company who dissent from such transaction within the time
and in the manner provided in the Massachusetts statute applicable to business
corporations, shall have substantialy those rights they would have if these
trusts and such limited liability company were at the time Massachusetts
business corporations. Such rights shall be the Shareholders' exclusive
remedy in respect of such holders' dissent from such actions.
60. The word "Trustee", whenever used herein, means the Trustee, if
there is only one, or if more than one the Trustees, for the time being,
whether original, additional or successor. The words "Shareholder" and
"Shareholders", whenever used herein, mean the person or persons, natural or
corporate, at the time registered as the holder or holders of the shares in
these trusts and, except to the extent limited by any subscription or by any
subscription certificate or part-paid shares accepted or issued, include the
person or persons, natural or corporate, at the time registered as the holder
or holders of such subscription certificates and part-paid shares, and the
words "share" or "shares," whenever used herein, include any subscription
certificate or part-paid share issued, except to the extent therein limited
and except that so far as concerns the Company the same shall be assignable
and transferable only under such provisions as are from time to time
established or approved by the Trustee with the consent or at the direction of
the Board of Directors. Except when the context otherwise requires, any
expression used herein in the conjunctive or the disjunctive shall include
both the conjunctive and the disjunctive, and any expression in the singular
or the plural shall include both the singular and the plural.
61. The Board of Directors shall have power to construe any of the
terms, powers and provisions herein contained and to act on any such
construction, and its construction of the same and any action taken pursuant
thereto by the Trustee, the Board of Directors, or any committee, officer or
agent in good faith shall be final and conclusive.
62. The marginal notes and Table of Contents are inserted for
convenience of reference, and are not to be taken as any part of these
presents or to control or affect the meaning, construction or effect of the
same.
<PAGE>
63. This instrument is executed by the original trustees and delivered
in the Commonwealth of Massachusetts, and with reference to the laws thereof,
and the rights of all parties and the construction and effect of every
provision hereof shall be subject to and construed according to the laws of
said Commonwealth.
IN WITNESS WHEREOF we have hereunto set our hand and seals at Boston in
the Commonwealth of Massachusetts, as of January 2, 1926, which date shall be
the formal date hereof and may be used in all references hereto, but actually
on the fifteenth day of January, nineteen hundred and twenty-six.
Executed in six counterparts.
Franklin P. Jackson, Jr.(seal)
Howard E. Needham(seal)
Boyd H. Ten Eyck(seal)
<PAGE>COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, SS.
This fifteenth day of January, 1926, at Boston, Massachusetts, before me,
the undersigned, a notary public within and for the County and Commonwealth
aforesaid, personally appeared the above-named Franklin P. Jackson, Jr.,
Howard E. Needham and Boyd H. Ten Eyck and acknowledged that they executed the
foregoing instrument as their free act and deed.
Witness my hand and official seal at Boston, Massachusetts.
(NOTARIAL SEAL) JOHN B. HOPKINS,
Notary Public
My commission expires Jan. 24, 1930
PRESENT TRUSTEE
At a meeting of the Board of Directors of the Company (New England Power
Association) January 18, 1926, the resignations of Franklin P. Jackson, Jr.,
Boyd H. Ten Eyck and Howard E. Needham as Trustees were accepted, and it was
voted that, until further action of the Board of Directors, a corporation
should be the sole trustee, and The First National Bank of Boston was
unanimously elected such trustee. At the meeting of the Board of Directors of
the Company (New England Electric System) on June 3, 1947, it was voted that
The First National Bank of Boston be continued as the Trustee under the
Agreement and Declaration of Trust, as amended, of the Company.
At a meeting of the Board of Directors of the Company (New England
Electric System) on November 28, 1995, it was voted to accept the resignation
of the First National Bank of Boston, as Trustee, and it was voted that State
Street Bank and Trust Company be appointed as Trustee under the Agreement and
Declaration of Trust, as amended, of the Company.
FILING
This Amended Agreement and Declaration of Trust and all amendments
through April 28, 1992, have been filed with each of the following:
The Secretary of The Commonwealth of Massachusetts.
The City Clerk, Boston, Massachusetts.
The City Clerk, Worcester, Massachusetts.
The Town Clerk, Westborough, Massachusetts.
The Department of Public Utilities of The Commonwealth of Massachusetts.
The First National Bank of Boston, in its Trust Department, at its
principal office in Boston, Massachusetts.
New England Electric System at its office, 25 Research Drive, Westborough,
Massachusetts.
<PAGE>
INDEX
ARTICLE
Accounts8, 42, 43
Agents -- See "Officers" and "Remuneration"
Appointment4(g), 5, 19, 22
Removal19
Agreements -- See "Powers", "Limited liability clause" and "Interested
Trustee"
Amendment of declaration57, 58, 59A
Board of Directors -- See "Directors".
Bonds -- See "Debentures".
Books of account8, 22
Business Combinations59A
Capital and income, surplus and net earnings4(k), 6
Capital: Increase and reduction7, 29
"Company" defined1
Committees -- See "Directors"19, 20
Common shares -- See "Shares".
Compensation -- See "Remuneration".
Contracts -- See "Powers", "Limited liability clause", and "Interested
Trustee".
Debentures; issue, signature, seal4(b)
Limited liability9
Declaration of trust
Amendment57, 58
Construction of Terms61
Reference must be made to9
Termination55, 57, 58
Definitions1, 22, 59A, 60
Directors:
Appointment of Agents and Employees5, 19
Certificate of Secretary etc. as to directors21
Certified vote as evidence21
Construction of terms61
Dealing with the Company26
Death56
Delegation of powers to Committees and others5, 19
Disclosure of interest to shareholders26
Dividends -- See "Dividends".
Election by shareholders16, 17, 43
Fees -- See "Remuneration"18
Increase in number of directors16
Indemnification10, 22
Interested directors: as in Massachusetts Corporation26
Liability7, 9, 10, 22, 26, 41
Meetings -- See "Meetings of Directors".
Number and term16
<PAGE>
Office, may hold16, 19, 26
Officers, election, removal, etc.19
Powers generally4-10
Quorum20
Registration of votes by Trustee20, 58
Remuneration18
Resignation17
Securities of these trusts may be owned by director16, 26
Vacancies filled by directors11, 16, 17, 19, 44
Voting rights on specific matters -- See "Voting Rights".
Dissolution -- See "Termination".
Dividend Reinvestment -- See "Preemptive Right".
Dividends
Closing of register and transfer books51
Declaration out of net earnings or surplus7, 51
Determining capital and income and net earnings and surplus6
Determining shareholders entitled thereto51
Discharge for receipt of dividend41
No dividends on treasury shares32
No personal liability for dividends7
Only to those supplying address33
Preferred share dividends28
Setting aside surplus for dividends4(k)
Stock dividends and bond dividends7
Duration of trusts55
Employees -- See "Officers"19
Exoneration of Trustee, Directors, etc.5, 22, 26
Financial year (Calendar year)8
Financial statements6, 42, 43
Fractional scrip27
Income6
Indemnification clauses: Trustee, Directors, Officer and Shareholders22
Directors and officers definedPar. 7 22
Directors and officer indemnified if acting in good faithPar. 3, 4 22
Indemnification for action approved by orders of Federal or
State regulatory bodiesPar. 5 22
Other immunities as in Massachusetts CorporationPar. 8 22
Shareholder indemnified for liability for status of
being a shareholderPar. 9 22
Trustee not liable if Directors authorizePar. 1 22
Interested Trustee, Directors, etc.26
Investments4(a), 4(n)
Liability -- See "Directors", "Officers", "Shares", "Third persons",
"Trustees"9, 22, 26
Limited liability clause9
Lost certificates36
Meetings of directors:
Call, notice and waiver20
Certificate of Secretary, etc. as evidence of vote21, 23
Majority vote decides questions20
Minutes by Secretary, Assistant Secretary or Temporary Secretary20
<PAGE>
Registration of votes20
Regular and special meetings20
Quorum20
Vote on specific matters -- See "Voting Rights".
Meetings of shareholders:
Annual42, 43
Call44
Certificate of Secretary, etc. as evidence of vote21, 23
Financial Statement and Reports at Annual Meeting42, 43
Majority vote ordinarily decides questions53
Minutes by Secretary, Assistant Secretary or Temporary Secretary20
Notice33, 46, 47, 51, 54
Presiding officer45
Proxies45, 48-50, 52, 53
Purposes42, 46
Quorum48
Vote on specific matters -- See "Voting Rights"
Vote by joint owners and guardians49, 50
What shareholders are entitled to vote51
Merger59B
Name of Trustee1
Net earnings and surplus6
"New England Electric System", defined1
Notes -- See "Debentures"
Notice -- See "Meetings".
Obligations -- See "Debentures".
Office -- See "Principal office".
Officers:
Generally4(g), 5, 19, 20, 23
Absence19
Delegation of Board's powers to officers5
Disability19
Disclosure of interest to shareholders26
Duties19
Election19
Execution of contracts, checks, etc.5
Expenses of officers who are directors18
Indemnity, none from Shareholders10
Indemnity, etc., from trust estate22
Interested officers: as in Massachusetts Corporation26
Liability to Shareholders7, 22, 26
Liability to third persons9, 41
Officer may be shareholder, director or other officer19, 26
President -- See "Meetings"4(b), 19, 23, 45
Removal with or without cause19
Remuneration18, 19
Resignations19
Rights to deal with the trust26
Rights to hold securities of these trusts26
Secretary, Assistant Secretary or Temporary Secretary --
See "Meetings"5, 19, 20, 23
Temporary officers19
Term19
Treasurer and Assistant Treasurer -- See "Meetings"4(b), 19, 23
Vacancies19
Vice President4(b)
<PAGE>
Par value27
Partners, Shareholders not39
Payments to Trustee by third persons24
Place of business -- See "Principal office"2
Pledges -- See "Voting Rights"4(b)
Powers:
To adopt common seal4(l)
To aid subsidiaries and others4(c)
To arbitrate4(h)
To borrow and pledge4(b)
To collect and sue4(h)
To consent to mortgages4(d)
To contract4(n)
To deal generally with trust estates4(n)
To delegate to officers and agents4(g)
To deposit in banks etc., and safe deposit companies4(i)
To discharge obligations etc.4(c)
To execute agreements4(n)
To extend obligations4(h)
To guarantee4(c)
To hold securities4(a)
To insure4(m)
To issue bonds and other obligations4(b)
To keep stocks in name of Company, Trustee or nominee4(f)
To lend4(c)
To pay taxes4(j)
To release claims4(h)
To sell and exchange4(e)
To set apart surplus available for dividend4(k)
To vote4(d)
To vote in favor of mergers and consolidations4(d)
To vote in favor of sales4(d)
Preemptive right: Absence of31
Preferred shares -- See "Shares" and "Voting Rights"28
President -- See "Officers".
Principal office2, 12, 17, 20, 42, 44, 58
Protective provisions -- See "Directors", "Officers", "Shareholders",
"Third persons", "Trustee
Proxies -- See "Meetings of Shareholders".
Purchasers from Trustee protected24
Purposes of Company -- See "Directors", "Trustee", and "Powers"4
Quorum:
Board of Directors20
Shareholders48, 52, 53
Real estate3, 4(n)
Register and transfer books, generally33, 34
Closing of, for dividends7, 51
Closing of, for Shareholders' meetings51
No future interests, etc.40
Shareholder described as Trustee40
Transfer of shares37, 38, 41
Registrar33-35, 37, 54
<PAGE>
Registration of minutes by Trustee20
Reimbursement of Trustee, Directors, etc.22
Removal of officers, agents, employees19
Remuneration of:
Directors18
Officers, Agents and Employees19
Officers who are Directors18
Transfer agents and registrars34
Trustee14
Report to Shareholders42, 43
Resignation of:
Directors17
Officers19
Trustee12
Sale of trust estate3, 4(e), 4(n), 9, 25, 59
Application of proceeds24
Seal4(b), 4(l)
Right to adopt and use seal4(l)
Seal or facsimile on obligations4(b)
Secretary -- See "Officers".
Securities of NEES may be acquired by Trustee, Directors, etc.26
Shareholders -- See "Shares and Shareholders".
Shares and Shareholders:
Generally27-41, 60
Acquisition of shares by Directors, etc.26
Acquisition of shares by trust4(a), 4(c)-(f), 4(n), 32
Assessments on shares10, 27
Authorized shares27, 28
Bankruptcy of shareholder38, 54
Beneficiaries not partners39
Certificate of Secretary, etc. as to shareholders21
Certified vote as evidence21
Certificate for shares: signatures and facsimiles35
Death of shareholder38, 54, 56
Defined60
Distribution to holders4(e), 28, 41, 55, 59
Dividends -- See "Dividends".
Full-paid except as otherwise specified27
Increase of shares, par or capital -- See "Voting Rights"28, 29, 30
Indemnification clause22
Interested shareholders: as in Massachusetts Corporation26
Issue of shares7,27-30,35,36
Joint owners of shares40, 49, 54
Liability7, 9, 10, 26, 41
Lost certificates36
Meetings -- See "Meetings of Shareholders".
Nature of shares27, 39, 40
No future interests, etc.40
No par28
Non-assessability10, 27
Par value27, 28
Part-paid shares, rights of holders60
Payment30
Personal property39
Preemptive rights: Absence of31
Preferred shares -- See "Voting Rights"28
Purchase of own shares4(a), 32
<PAGE>
Receipt of shareholder for dividends and distributions41
Reclassification of shares -- See "Voting Rights"29
Reduction of shares, par or capital29, 32
Register and Transfer books33, 37, 40
Registrar34
Shareholder of record may be treated as owner37-41, 54, 60
Subscription certificates, rights of holders60
Transfer Agent34
Transfer of shares37, 38, 41, 60
Treasury Shares4(a), 32
Trustee owning shares40, 41
Voting rights -- See "Voting Rights28, 29, 32, 48-53, 57
Without par value28
Surplus, income and capital4(k), 6, 7, 29
Termination of trusts3, 55-59
Third persons:
Dealing with interested Directors, etc26
Limited Liability of Shareholders, Trustee, Officers, etc.9, 41
No duty of inquiry24
Protected in transferring its securities owned by NEES25
Reliance on certificate of Secretary, etc.21, 54
Tort: Shareholders, etc., not liable in tort9
Transfer agent, generally34
Duties34, 35, 37, 38, 47
Liability41
Protective provisions37, 38, 41, 54
Register and transfer books33, 34
Remuneration34
Transfer books -- See "Register and transfer books".
Treasurer -- See "Officers".
Trust, not partnership, created39
Trust company, as depository4(i)
"Trust estate", definedPreamble
Trust relationship39
Trustee:
Action of Directors, Officers, etc. as Trustee action20
Board directs exercise of most powers4, 5
Bond not necessary22
Consolidation of corporate trustee11
Consultation with counsel22
Conversion of trust estate3, 4(e), 59
Corporate Trustee11, 15
Corporate Trustee may act by its officers15
Defined60
Delegation to others4(g), 4(n), 15, 22
Designation of1
Disclosure to Directors and Shareholders of interest in transactions26
Distribution to trust estate59
Election11-13
Execution of documents not necessary5
Evidence; trustee may obtain23
Evidence of action by Board5
Generally11-15
Indemnity of Trustee5, 10, 22
Interested Trustee26
Legal requirements for trustee dispensed with4(n)
<PAGE>
Liability5, 7, 9, 22, 23, 26, 41
"New England Electric System", to act in name of trustee1
New Trustee -- See "Trustee, Qualifications"13
Powers with consent of Directors -- See "Powers"4
Powers without consent of Directors3
Present trustee20
Protective provisions -- See "Trustee, Liability".
Qualifications: bank or trust company in Massachusetts11
Receipt of Trustee24
Registration of votes of directors by trustee20
Reimbursement and exoneration10, 22
Reliance on certificate of Secretary, etc.23
Removal11-12
Remuneration14
Reports to Shareholders42
Resignation11, 12
Securities may be owned by Trustee11, 26
Successors11-13, 60
Trustee may hold other positions26
Vacancies12
Vesting of estate in new trustee13
Voting Rights of Shareholders and Directors:
For directors: majority shares represented16, 53
On amendment of Article 59A:Par. C 59A
On amendments generally: majority shares represented and
two-thirds Board of Directors53, 57
On fundamental amendments: majority shares outstanding
and two-thirds board of Directors57
On certain business combinations: majority of Continuing
Directors or eighty percent shares outstanding and
two-thirds shares held by disinterested shareholders59A
On creation of preferred shares: two-thirds shares
outstanding and consent of two-thirds of Board of Directors28
On increase in authorized common shares: majority
shares represented28, 53
On increase or reduction in par: majority shares outstanding
and consent of Board of Directors29
On pledge of assets as a whole or substantially as a whole:
two-thirds shares outstanding and consent of two-thirds
of Board of Directors4(b)
On ratification of transactions with interested Director,
Trustee and Officer26
On ratification of transaction with interested shareholder: majority
shares represented and not interested26
On reclassification of shares: two-thirds shares outstanding
and consent of Board of Directors29
On reduction in number of shares: two-thirds of shares
outstanding and consent of Board of Directors29
On sale of assets as a whole or substantially as a whole:
two-thirds shares outstanding4(e)
Unless on termination59
On termination: majority shares outstanding and two-thirds
board of Directors57
Closing transfer books51
Evidence of adoption of votes5, 21, 23
Fixing record date of shareholders entitled to vote51
One vote a share in person or by proxy48
Quorum at meetings of directors20
Quorum at meetings of shareholders48
Treasury shares: no voting rights32
Vote of majority at meetings of directors20
Vote of majority at meeting of shareholders53
Voting of jointly held shares49
Voting of shares by guardians50
<PAGE>
New England Power Company
Articles of Amendment
As of January 27, 1998, Article I of the Company's Articles of
Organization was amended as follows:
(i) Article I Section 4E(4) was deleted in its entirety;
(ii) that the following paragraph, to wit:
"Premium" as used in this subsection D with reference to capital stock shall
mean such premium on capital stock as has been paid in, or will have been paid
in immediately after the proposed issue of additional capital stock, and is
not available for distribution on, or purchase of, junior stock. If the
corporation has outstanding at any time shares without par value, then
references in subsection D(2) above to par value shall refer, in the case of
such shares without par value, to that part of the stated capital represented
by such share.
was moved from Section 4E of said Articles to become the last paragraph of
Section 4D; and
(iii) that the last two following paragraphs, to wit:
The voting rights set forth in subsections B, C, and D shall not be effective
if, in connection with any matter specified therein, provision is made for the
purchase, redemption or retirement of all the Dividend Series Preferred Stock
and Preferred Stock-Cumulative at the time outstanding, or it is provided that
the proposed action shall not be effective unless such provision is made.
In the calculations in subsections D and E of "at least two-thirds of the
total number of shares of the Dividend Series Preferred Stock and the
Preferred Stock-Cumulative" or of "at least a majority of the total number" of
such shares, each share of Dividend Series Preferred Stock bearing $100 par
value shall be counted as one and each share of Preferred Stock-Cumulative
bearing $25 par value shall be counted as one-quarter.
were moved from Section 4E of said Article to become the second and third
paragraphs of Section 4F.
<PAGE>
New England Water Heater Co., Inc.
Articles of Amendment
Effective October 21, 1999, Article I of the Company's Articles of
Organization was amended to change the name of the Company to NEWHC, Inc.
<PAGE>RESEARCH DRIVE LLC
AMENDED AND RESTATED CERTIFICATE OF ORGANIZATION
Pursuant to the provisions of the Massachusetts Limited Liability Company Act,
M.G.L. c. 156C (the "Act"), the undersigned hereby certifies as follows:
1.Tax Identification Number. The federal employer identification number of
the limited liability company (the "LLC") has been applied for.
2.Name of the Limited Liability Company. The name of the LLC is Research
Drive LLC.
3.Original Filing Date. The LLC's original Certificate of Organization was
filed on January 29, 1999.
4.Office of the LLC. The address of the office of the LLC for purposes of
Section 5 of the Act is 25 Research Drive, Westborough, MA 01582.
5.Business of the LLC. The general character of the business of the LLC is to
engage in any manufacturing, management, service or other business, operation
or activity related to energy generation, transmission or distribution,
utilization, conservation or transportation, construction or
telecommunications, directly or indirectly through joint ventures,
partnerships or other entities; to engage in any activities directly or
indirectly related or incidental thereto, and to engage in any other activity
in which limited liability companies organized under the laws of the
Commonwealth of Massachusetts may lawfully engage.
6.Date of Dissolution. The LLC has no specified date of dissolution.
7.Agent for Service of Process. The name and business address of the resident
agent for service of process required to be maintained by Section 5 of the Act
is C T Corporation System, 2 Oliver Street, Boston, MA 02109.
8.Managers. The following persons are managers of the LLC:
NameAddress
Richard P. Sergel25 Research Drive, Westborough, MA 01582
John G. Cochrane25 Research Drive, Westborough, MA 01582
9.Amendments. The LLC's Certificate of Organization is hereby amended by
indicating that a federal employer identification number has been applied for,
changing the address of the office of the LLC, deleting Louis A. Goodman as an
authorized person and adding Richard P. Sergel and John G. Cochrane as
Managers.
IN WITNESS WHEREOF, the undersigned hereby affirms under the penalties of
perjury that the facts stated herein are true, as of February 25, 1999.
RESEARCH LLC
s/ John G. Cochrane
John G. Cochrane, Manager
<PAGE>
New England Electric Resources, Inc.
Articles of Amendment
Effective June 27, 1997, Article I of the Company's Articles of
Organization was amended to read in its entirety as follows:
"The name of the corporation is: NEES Global Transmission, Inc."
<PAGE>
NEES Global Transmission, Inc.
Articles of Amendment
Effective May 8, 1998, Article I of the Company's Articles of
Organization was amended to read in its entirety as follows:
"The name of the corporation is: NEES Global, Inc."
<PAGE>
NEES Global, Inc.
Articles of Amendment
Effective December 13, 1999, Article I of the Company's Articles of
Organization was amended to read in its entirety as follows:
"The name of the corporation is: Wayfinder Group, Inc."
<PAGE><PAGE>
CONNECTICUT DEVELOPMENT AUTHORITY
and
NEW ENGLAND POWER COMPANY
LOAN AGREEMENT
Dated as of September 1, 1999
Connecticut Development Authority
$38,500,000 Pollution Control Revenue Refunding Bonds
(New England Power Company Project - 1999 Series)
<PAGE>
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Connecticut Development Authority
New England Power Company
LOAN AGREEMENT
THIS LOAN AGREEMENT, made and dated as of September 1, 1999, by and
between the Connecticut Development Authority, a body corporate and politic
constituting a public instrumentality and political subdivision of the State
of Connecticut, and New England Power Company, a corporation organized and
existing under the laws of the Commonwealth of Massachusetts,
WITNESSETH THAT:
WHEREAS, the State Commerce Act, constituting Connecticut General
Statutes, Sections 32-la through 32-23xx, as amended (the "Act"), declares
that there is a continuing need in the State (1) for economic development and
activity to provide and maintain employment and tax revenues and to control,
abate and prevent pollution to protect the public health and safety and (2)
for assistance to public service businesses providing transportation and
utility services in the State, and that the availability of financial
assistance and suitable facilities are important inducements to industrial and
commercial enterprises to remain or locate in the State and to provide
industrial, recreation, urban and public service projects; and
WHEREAS, the Act provides that (1) the term "project" as used therein
means any facility, plant, works, system, building, structure, utility,
fixture or other real property improvement located in the State, and the land
on which it is located or which is reasonably necessary in connection
therewith, which is of a nature or which is to be used or occupied by any
person for purposes which would constitute it as an economic development
project, recreation project, urban project, public service project or health
care project, and any real property improvement reasonably related thereto,
and (2) that a project may also include or consist exclusively of machinery,
equipment or fixtures; and
WHEREAS, the Act defines economic development project to include "any
project which is to be used or occupied by any person for . . . (2)
controlling, abating, preventing or disposing of land, water, air or other
environmental pollution . . . or (3) the conservation of energy or the
utilization of cogeneration technology or solar, wind, hydro, biomass or other
renewable sources to produce energy for any industrial or commercial
application."
<PAGE>
WHEREAS, the Act provides that the Authority shall have power (1) to
determine the location and character of any project to be financed under the
provisions of the Act; (2) to purchase, receive by gift or otherwise, lease,
exchange, or otherwise acquire, and construct, reconstruct, improve, maintain,
equip and furnish one or more projects, including all real and personal
property which the Authority may deem necessary therewith, and to enter into a
contract with a person therefor upon such terms and conditions as the
Authority shall determine to be reasonable, including but not limited to
reimbursement for the planning, designing, financing, construction,
reconstruction, improvement, equipping, furnishing, operation and maintenance
of reserve and insurance funds with respect to the financing of the project;
(3) to extend credit or make loans to any person for the planning, designing,
financing, acquiring, constructing, reconstructing, improving, equipping and
furnishing of a project and for the refinancing of existing indebtedness with
respect to any facility or part thereof which would qualify as a project in
order to facilitate substantial improvements thereto, which credits or loans
may be secured by loan agreements, mortgages, contracts and all other
instruments or fees and charges, upon such terms and conditions as the
Authority shall determine to be reasonable in connection with such loans,
including provision for the establishment and maintenance of reserve and
insurance funds and in the exercise of powers granted in the Act in connection
with a project for such person, to require the inclusion in any contract, loan
agreement or other instrument, such provisions for the construction, use,
operation and maintenance and financing of a project as the Authority may deem
necessary or desirable; (4) to issue its bonds for such purposes, subject to
the approval of the Treasurer of the State; and, (5) as security for the
payment of the principal or redemption price, if any, of and interest on any
such bonds, to pledge or assign such a loan, lease or sale agreement and the
revenues and receipts derived by the Authority from such a project; and
WHEREAS, the Authority has by resolution adopted October 8, 1985
authorized the issuance of, and previously issued, $38,500,000 principal
amount of its Adjustable Rate Pollution Control Revenue Bonds (New England
Power Company Project - 1985 Series) (the "Prior Obligations") for the benefit
of the New England Power Company (the "Borrower") for the purpose of providing
funds for the financing and refinancing of construction of and additions to
the pollution control facilities of the Borrower; and
<PAGE>
WHEREAS, the Borrower currently owns certain undivided interests in the
Millstone Point Nuclear Power Plant, Unit No. 3 located in the Town of
Waterford, Connecticut (the "Plant") and, by resolution adopted in furtherance
of the purposes of the Act, the Authority has accepted the application of the
Borrower for assistance in the financing and refinancing of facilities for the
control, abatement or prevention of environmental pollution resulting from the
operation of the Plant (the "Project"); and
WHEREAS, the Authority has by a resolution adopted August 18, 1999,
authorized the issuance of $38,500,000 principal amount of its Pollution
Control Revenue Refunding Bonds (New England Power Company Project - 1999
Series) for the purpose of providing funds for the refunding of the Prior
Obligations; and
WHEREAS, pursuant to such resolution the Bonds (as hereinafter defined)
are to be secured by an Indenture of Trust of even date herewith, by and
between the Authority and State Street Bank and Trust Company, as Trustee; and
WHEREAS, the proceeds of the Bonds will be used to replace certain
amounts currently on deposit in an irrevocable trust fund held by State Street
Bank and Trust Company designated "Connecticut Development Authority
Adjustable Rate Pollution Control Revenue Bonds (New England Power Company
Project - Series 1985) Defeasance Trust Fund" (the "Defeasance Trust Fund"),
which Defeasance Trust Fund was established pursuant to a Defeasance Trust
Agreement, dated as of September 1, 1998, by and among the Authority, the
Borrower and State Street Bank and Trust Company, as successor bond trustee to
The Connecticut National Bank (the "Defeasance Trust Agreement"); and
WHEREAS, the Bonds shall be special obligations of the Authority, payable
solely from the revenues or other receipts, funds or monies to be derived by
the Authority under this Agreement or the Indenture and from any amounts
otherwise available under the Indenture for the payment of the Bonds; and
WHEREAS, the Authority proposes with the proceeds of the Bonds to make a
loan to the Borrower and the Borrower proposes to borrow such proceeds from
the Authority for the purpose of refunding the Prior Obligations; and
WHEREAS, the payment obligations of the Borrower hereunder will be
evidenced by a promissory note (the "Note") to be delivered simultaneously
with the issuance of the Bonds; and
<PAGE>
WHEREAS, the Borrower acknowledges that the Authority is providing
financing for the Project in furtherance of the Authority's corporate purposes
under the Act, that the accomplishment of these purposes is dependent upon the
compliance of the Borrower with its covenants contained in this Agreement,
that the Authority has a resulting beneficial interest in the Project, and
that the Borrower's use of and interest in the Project as provided hereby are
in furtherance of the discharge of a public purpose; and
NOW, THEREFORE, in consideration of the premises and of the mutual
representations, covenants and agreements herein set forth, the Authority and
the Borrower, each binding itself, its successors and assigns, do mutually
promise, covenant and agree as follows (provided that in the performance of
the agreements of the Authority herein contained, any obligation it may incur
for the payment of money shall not be an obligation, debt or liability of the
State or any municipality thereof and neither the State nor any municipality
thereof shall be liable on any obligation so incurred, but any such obligation
shall be payable solely out of the revenues or other receipts, funds or monies
to be derived by the Authority under this Agreement or the Indenture and from
any amounts otherwise available under the Indenture for the payment of the
Bonds):
ARTICLE I
DEFINITIONS AND INTERPRETATION
Section 1.1 Definitions. For the purposes of this Agreement, the
following words and terms shall have the respective meanings set forth as
follows, and any capitalized word or term used but not defined herein is used
as defined in the Indenture:
"Agreement" means this Loan Agreement and any amendments and supplements
hereto.
"Authority" means the Connecticut Development Authority, a body corporate
and politic constituting a public instrumentality and political subdivision of
the State of Connecticut duly organized and existing under the laws of the
State, and any body, board, authority, agency or other political subdivision
or instrumentality of the State which shall hereafter succeed to the powers,
duties and functions thereof.
<PAGE>
"Authorized Representative" means, in the case of the Authority, the
Chairman or Vice Chairman, the President, the Executive Vice President or any
Senior Vice President or any Vice President thereof and, in the case of the
Borrower, the President, any Vice President, the Treasurer or any Assistant
Treasurer thereof and, when used with reference to the performance of any act,
the discharge of any duty or the execution of any certificate or other
document, any officer, employee or other person authorized to perform such
act, discharge such duty or execute such certificate or other document.
"Bonds" means the $38,500,000 Pollution Control Revenue Refunding Bonds
(New England Power Company Project - 1999 Series) authorized and issued
pursuant to Section 2.3 of the Indenture.
"Bond Counsel" means Whitman Breed Abbott & Morgan LLP or such other
nationally recognized bond counsel selected by the Authority and reasonably
satisfactory to the Borrower and the Trustee.
"Bondholder," or "Holder" or "Owner" or "Owner of Bonds" or words of
similar import when used with reference to Bonds, shall unless otherwise
specified, mean any person who shall be the registered owner of any
Outstanding Bond.
"Borrower" means (i) New England Power Company, a corporation organized
and existing under the laws of the Commonwealth of Massachusetts, and its
successors and assigns, and (ii) any surviving resulting or transferee
corporation as provided in Section 6.1 hereof.
"Business Day" means any day (i) that is not a Saturday or Sunday, (ii)
that is a day on which banking institutions in all of the cities in which the
principal offices of the Trustee and the Paying Agent and, if applicable, the
Remarketing Agent and Tender Agent are located and are not required or
authorized to remain closed, and (iii) that is a day on which the New York
Stock Exchange, Inc. is not closed.
"Code" means the Internal Revenue Code of 1986, as amended and
regulations promulgated thereunder.
"Counsel" means an attorney at law or a firm of attorneys (who may be an
employee of or counsel to the Authority or the Borrower or the Trustee) duly
admitted to the practice of law before the highest court of any state of the
United States of America or of the District of Columbia.
<PAGE>
"Debt Service Fund" means the special trust fund so designated,
established pursuant to Section 5.1 of the Indenture.
"DTC" or "The Depository Trust Company" shall mean the limited-purpose
trust company organized under the laws of the State of New York which shall
act as securities depository for the Bonds, and any successor thereto.
"Determination of Taxability" means with respect to the Bonds, (1) a
ruling by the Internal Revenue Service, (2) the receipt by the Owner (for
federal income tax purposes) of any of the Bonds from the Internal Revenue
Service of a notice of assessment and demand for payment (provided the
Borrower has been afforded the opportunity to participate at its own expense
in all appeals to which such Owner of any Bonds is a party relating to such
assessment and demand for payment) and the expiration of the appeal period
provided therein if no appeal is taken or, if an appeal is taken by such Owner
of any Bonds within the applicable appeal period which has the effect of
staying the demand for payment, a final unappealable decision by a court of
competent jurisdiction, or (3) the admission in writing by the Borrower, in
any case to the effect that the interest on the Bonds is includable in the
gross income for federal income tax purposes (other than for purposes of
alternative minimum tax) of an Owner or former Owner thereof, other than for a
period during which such Owner or former Owner is or was a "substantial user"
of the Project financed by such Bonds or a "related person" as such terms are
defined in the 1954 Code.
"Event of Default" means an Event of Default as defined in Section 7.1
hereof.
"Financing Documents" means this Agreement, the Tax Regulatory Agreement
and the Note.
"Indenture" means the Indenture of Trust, of even date herewith, by and
between the Authority and the Trustee, together with all indentures
supplemental thereto made and entered into in accordance therewith.
"Interest Payment Date" shall mean each date on which interest is payable
on the Bonds as provided in the Indenture.
"Loan Agreement" means this Loan Agreement and any amendments and
supplements hereto.
<PAGE>
"Moody's" means Moody's Investors Services, Inc., a corporation organized
and existing under the laws of the State of Delaware, its successors and their
assigns, and if such corporation shall be dissolved or liquidated or shall no
longer perform the functions of a securities rating agency, "Moody's" shall be
deemed to refer to any other nationally recognized securities rating agency
designated by the Authority, at the direction of the Borrower, by notice to
the Trustee and the Borrower.
"Net Proceeds" when used with respect to any insurance or condemnation
award, means the gross proceeds from such award less all expenses (including
attorney's fees and expenses and any extraordinary expenses) incurred in the
collection thereof.
"1954 Code" means the Internal Revenue Code of 1954, as amended, as in
effect on August 1, 1986.
"Note" means the promissory note of the Borrower to the Authority, dated
the initial date of delivery of the Bonds in the form attached as Appendix A
to this Agreement, and any amendments or supplements made in conformity with
this Agreement and the Indenture.
"Outstanding", when used with reference to a Bond or Bonds, as of any
particular date, means all Bonds which have been authenticated and delivered
under the Indenture, except:
(1) any Bonds cancelled by the Trustee because of payment or
redemption prior to maturity or surrendered to the Trustee for cancellation;
(2) any Bond (or portion of a Bond) paid or redeemed or for the
payment or redemption of which there has been separately set aside and held in
the Debt Service Fund either:
(a) monies in an amount sufficient to effect payment of the
principal or applicable Redemption Price thereof, together with accrued
interest on such Bond to the payment or redemption date, which payment or
redemption date shall be specified in irrevocable instructions given to the
Trustee to apply such monies to such payment on the date so specified; or
(b) obligations of the kind described in Section 12.1(A) of the
Indenture in such principal amounts, of such maturities, bearing such interest
and otherwise having such terms and qualifications as shall be necessary
<PAGE>
to provide monies in an amount sufficient to effect payment of the principal
or applicable Redemption Price of such Bond, together with accrued interest on
such Bond to the payment or redemption date, which payment or redemption date
shall be specified in irrevocable instructions given to the Trustee to apply
such obligations to such payment on the date so specified; or
(c) any combination of (a) and (b) above;
(3) Bonds deemed tendered for purchase and not delivered to the
Tender Agent on the purchase date, provided sufficient funds for payment of
the purchase price are on deposit with the Tender Agent;
(4) Bonds in exchange for or in lieu of which other Bonds shall
have been authenticated and delivered under Article III of the Indenture; and
(5) any Bond deemed to have been paid as provided in Section 12.1
of the Indenture.
In determining whether the Owners of a requisite aggregate principal
amount of outstanding Bonds have concurred in any request, demand,
authorization, direction, notice, consent or waiver under the provisions of
the Indenture, Bonds which are owned of record by the Borrower or any
affiliate thereof or held by the Trustee for the account of the Borrower shall
be disregarded and deemed not to be Outstanding under the Indenture for the
purpose of any such determination (except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds which a
Responsible Officer of the Trustee actually knows to be so owned or held shall
be disregarded) unless all Bonds are owned by the Borrower or any affiliate
thereof and/or held by the Trustee for the account of the Borrower, in which
case such Bonds shall be considered Outstanding for the purpose of such
determination. For the purpose of this definition an "affiliate" of any
specified Person means any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person and "control," when used with respect to any specified Person, means
the power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.
<PAGE>
"Paying Agent" means any paying agent or paying agents for the Bonds
appointed pursuant to Section 9.10 of the Indenture (and may include the
Trustee), and its successor or successors and any other corporation which may
at any time be substituted in its place in accordance with the Indenture.
"Permitted Encumbrances" mean, as of any particular date, (i) liens for
taxes not yet due and payable, (ii) any lien created by this Agreement and
the Indenture, (iii) utility, access and other easements and rights-of-way,
that will not interfere with or impair the value or use of the Project as
herein provided, (iv) any mechanic's, laborer's, materialman's, supplier's or
vendor's lien or right in respect thereof if payment is not yet due and
payable and for which statutory lien rights exist, and (v) such minor defects,
irregularities, easements, and, rights-of-way (including agreements with any
railroad the purpose of which is to service the railroad siding) as normally
exist with respect to property similar in character to the Project and which
do not materially impair the value or use of the property affected thereby for
the purpose for which it was acquired hereunder.
"Plant" means the Millstone 3 nuclear electric generating plant in
Waterford, Connecticut, at which plant the Project is located.
"Principal User" means any principal user of the Project within the
meaning of Section 144(a)(2)(B) of the Code, or 103(b)(6)(B) of the 1954 Code,
as applicable, including without limitation any person who is a
greater-than-10-percent-owner (or if none, the person(s) who holds the largest
ownership interest in the Project), lessee or user of more than 10% of the
Project measured either by occupiable space or fair rental value under any
formal or informal agreement or, under the particular facts and circumstances,
anyone who is a principal customer of the Project. The term "principal
customer" means any person, who purchases output of the Project under a
contract if the percentage of output taken or to be taken by such person,
multiplied by a fraction the numerator of which is the term of such contract
and the denominator of which is the economic life of the Project, exceeds
10%. In the case of a person who purchases output of an electric or thermal
energy, gas, water or other similar facility, such person is a principal
customer if the total output purchased by such person during any one-year
period beginning with the date the facility is placed in service is more than
10 percent of the facility's output during each such period. Co-owners or
co-lessees who are shareholders in a corporation or who are collectively
treated as a partnership
<PAGE>
subject to subchapter K under section 761(a) of the Code are not treated as
Principal Users merely by reason of their ownership of corporate or
partnership interests.
"Prior Obligations" shall mean the Authority's Adjustable Rate Pollution
Control Revenue Bonds (New England Power Company Project - 1985 Series) issued
pursuant to an Indenture of Trust, dated as of October 15, 1985, by and
between the Authority and The Connecticut National Bank, as trustee.
"Project" means the Borrower's 12.205% undivided interest in facilities
for the control, abatement or prevention of air, water and general
environmental pollution resulting from the operation of the Plant.
"Rate Period" means any Daily Rate Period, Weekly Rate Period, Flexible
Rate Period or Term Rate Period.
"Redemption Price" means, when used with respect to a Bond or a portion
thereof, the principal amount of such Bond or portion thereof plus the
applicable premium, if any, payable upon redemption thereof pursuant to the
Indenture.
"Related Person" means, with respect to any Principal User, a person
which is a related person (as defined in Section 144(a)(3) of the Code, or
Section 103(b)(6)(B) of the 1954 Code, as applicable, and by reference to
Sections 267, 707(b) and 1563(a) of the Code, except that 50% is to be
substituted for 80% in Section 1563(a)).
"Remarketing Agent" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as remarketing agent for the Bonds, and any successor
remarketing agent appointed from time to time pursuant to Section 4.8 of the
Indenture.
"Sharing Agreement" means the Sharing Agreement - 1979 Connecticut
Nuclear Unit dated as of September 1, 1973, among the Borrower and the other
participants from time to time in ownership of the Plant, pertaining to the
ownership, construction and operation of the Plant, as such agreement has been
or may be amended from time to time.
"S&P" means Standard & Rating Services, a division of the McGraw-Hill
Companies, Inc., its successors and their assigns and, if such corporation
shall be dissolved or liquidated or shall no longer perform the functions of a
securities rating agency, "S&P" shall be deemed to refer to any other
nationally recognized securities rating agency designated by the Authority at
the direction of the Borrower by notice to the Trustee and the Borrower.
<PAGE>
"Substantial User" means any substantial user of the Project within the
meaning of Section 147(a) of the Code or Section 103(b)(13) of the 1954 Code,
as applicable.
"Supplemental Indenture" means any indenture supplemental to the
Indenture or amendatory of the Indenture, adopted by the Authority in
accordance with Article X of the Indenture.
"Tax Incidence Date" means the date as of which interest on the Bonds
becomes or became includable in the gross income of the recipient thereof
(other than the Borrower or another Substantial User or Related Person) for
federal income tax purposes for any cause, as determined by a Determination of
Taxability.
"Tax Regulatory Agreement" means the Tax Regulatory Agreement, dated as
of the date of initial issuance and delivery of the Bonds, among the
Authority, the Borrower and the Trustee, and any amendments and supplements
thereto.
"Tender Agent" means U.S. Bank Trust National Association, acting as
tender agent for the Bonds, and any successor tender agent appointed from time
to time pursuant to Section 9.17 of the Indenture.
"Term", when used with reference to this Agreement, means the term of
this Agreement determined as provided in Article III hereof.
"Trustee" means State Street Bank and Trust Company, and its successor or
successors hereafter appointed in the manner provided in the Indenture.
Section 1.2 Interpretation. In this Agreement:
(1) The terms "hereby", "hereof", "hereto", "herein", "hereunder"
and any similar terms, as used in this Agreement, refer to this Agreement, and
the term "hereafter" means after, and the term "heretofore" means before, the
date of this Agreement.
(2) Words of the masculine gender mean and include correlative
words of the feminine and neuter genders and words importing the singular
number mean and include the plural number and vice versa.
(3) Words importing persons include firms, associations,
partnerships (including limited partnerships), trusts, corporations and other
legal entities, including public bodies, as well as natural persons.
<PAGE>
(4) Any headings preceding the texts of the several Articles and
Sections of this Agreement, and any table of contents appended to copies
hereof, shall be solely for convenience of reference and shall not constitute
a part of this Agreement, nor shall they affect its meaning, construction or
effect.
(5) Nothing contained in this Agreement shall be construed to cause
the Borrower to become the agent for the Authority or the Trustee for any
purpose whatsoever, nor shall the Authority or the Trustee be responsible for
any shortage, discrepancy, damage, loss or destruction of any part of the
Project wherever located or for whatever cause.
(6) All approvals, consents and acceptances required to be given or
made by any person or party hereunder shall be at the sole discretion of the
party whose approval, consent or acceptance is required.
(7) All notices to be given hereunder shall be given in writing
within a reasonable time unless otherwise specifically provided.
(8) This Agreement shall be governed by and construed in accordance
with the applicable laws of the State.
(9) If any provision of this Agreement shall be ruled invalid by
any court of competent jurisdiction, the invalidity of such provision shall
not affect any of the remaining provisions hereof.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
Section 2.1 Representations by the Authority. The Authority
represents and warrants that:
(1) It is a body corporate and politic constituting a public
instrumentality and political subdivision of the State, duly organized and
existing under the laws of the State including the Act. The Authority is
authorized to issue the Bonds in accordance with the Act and to use the
proceeds thereof to finance the Project.
(2) The Authority has complied with the provisions of the Act and
has full power and authority pursuant to the Act to consummate all
transactions contemplated by the Bonds, the Indenture and the Financing
Documents.
<PAGE>
(3) By resolution duly adopted by the Authority and still in full
force and effect, the Authority has authorized the execution, delivery and due
performance of the Bonds, the Indenture and the Financing Documents, and the
taking of any and all action as may be required on the part of the Authority
to carry out, give effect to and consummate the transactions contemplated by
this Agreement and the Indenture, and all approvals necessary in connection
with the foregoing have been received.
(4) The Bonds have been duly authorized, executed, authenticated,
issued and delivered, constitute valid and binding special obligations of the
Authority payable solely from revenues or other receipts, funds or monies
pledged therefor under the Indenture and from any amounts otherwise available
under the Indenture, and are entitled to the benefit of the Indenture.
Neither the State nor any municipality thereof is obligated to pay the Bonds
or the interest thereon. Neither the faith and credit nor the taxing power of
the State nor any municipality thereof is pledged for the payment of the
principal, and premium, if any, of and interest on the Bonds.
(5) The execution and delivery of the Bonds, the Indenture and the
Financing Documents and compliance with the provisions thereof, will not
conflict with or constitute on the part of the Authority a violation of,
breach of or default under its by-laws or any statute, indenture, mortgage,
deed of trust, note agreement or other agreement or instrument to which the
Authority is a party or by which the Authority is bound, or, to the knowledge
of the Authority, any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Authority or any of its activities
or properties, and all consents, approvals, authorizations and orders of
governmental or regulatory authorities which are required for the consummation
by the Authority of the transactions contemplated thereby have been obtained.
(6) Subject to the provisions of this Agreement and the Indenture,
the Authority will apply the proceeds of the Bonds to the purposes specified
in the Indenture and the Financing Documents.
(7) There is no action, suit, proceeding or investigation at law or
in equity before or by any court, public board or body pending or threatened
against or affecting the Authority, or to the best knowledge of the Authority,
any basis therefor, wherein an unfavorable decision, ruling or finding would
adversely affect the transactions contemplated hereby or by the Indenture, or
which, in any way, would
<PAGE>
adversely affect the validity of the Bonds, or the validity of or
enforceability of the Indenture or the Financing Documents, or any agreement
or instrument to which the Authority is a party and which is used or
contemplated for use in consummation of the transactions contemplated hereby
and by the Indenture.
(8) It has not made any commitment or taken any action which will
result in a valid claim for any finders or similar fees or commitments in
respect of the transactions contemplated by this Agreement.
(9) The representations of the Authority set forth in the Tax
Regulatory Agreement are by this reference incorporated in this Agreement as
though fully set forth herein.
Section 2.2 Limitation of Control by Borrower. Pursuant to the
Sharing Agreement, the Borrower is the owner of a 12.205% undivided interest
in the Plant. The Project constitutes a portion of such Plant. The Sharing
Agreement designates two lead participants that have sole responsibilities for
all aspects of construction of the Plant and for the operation and maintenance
of the Plant. The Borrower is not a lead participant. Every obligation of
the Borrower hereunder with respect to the Project (other than the continuing
obligation of the Borrower to pay, at the times and in the amounts set forth
herein, its loan obligation pursuant to this Agreement) is subject to and
limited by the provisions of such Sharing Agreement. The Borrower agrees,
however, subject to the representations set forth in Section 2.3, to exercise
all rights granted to it pursuant to the Sharing Agreement and its rights as
to matters otherwise within the Borrower's control, and to take all reasonable
actions in the prudent exercise of business judgment, to cause the covenants
of the Borrower contained in this Agreement to be performed to the full extent
of the Borrower's ability during the Term of this Agreement.
Section 2.3 Representations by the Borrower. The Borrower represents
and warrants that:
(1) The Borrower has been duly incorporated and validly exists as a
corporation in good standing under the laws of the Commonwealth of
Massachusetts, is duly qualified to transact business as a foreign corporation
in good standing under the laws of the State, is not in violation of any
provision of its Articles of Organization or its by-laws, has corporate power
to enter into and perform the Financing Documents, and by proper corporate
action has duly authorized the execution and delivery of the Financing
Documents.
<PAGE>
(2) The Financing Documents constitute valid and legally binding
obligations of the Borrower, enforceable in accordance with their respective
terms, except to the extent that such enforceability may be limited by
bankruptcy or insolvency or other laws affecting creditors' rights generally
or by general principles of equity.
(3) Neither the execution and delivery of the Financing Documents,
the consummation of the transactions contemplated thereby, nor the fulfillment
by the Borrower of or compliance by the Borrower with the terms and conditions
thereof is prevented or limited by or conflicts with or results in a breach
of, or default under the terms, conditions or provisions of any contractual or
other restriction of the Borrower, evidence of its indebtedness or agreement
or instrument of whatever nature to which the Borrower is now a party or by
which it is bound, or constitutes a default under any of the foregoing. No
event has occurred and no condition exists which, upon the execution and
delivery of any Financing Documents, constitutes an Event of Default hereunder
or an event of default thereunder or, but for the lapse of time or the giving
of notice, would constitute an Event of Default hereunder or an event of
default thereunder.
(4) There is no action or proceeding pending or, to the knowledge
of the Borrower, threatened against the Borrower before any court,
administrative agency or arbitration board that will materially and adversely
affect the ability of the Borrower to perform its obligations under the
Financing Documents except as disclosed in the Borrower's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998, and the Borrower's
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1999, and
all authorizations, consents and approvals of governmental bodies or agencies
required in connection with the execution and delivery of the Financing
Documents and in connection with the performance of the Borrower's obligations
hereunder or thereunder have been obtained.
(5) The execution, delivery and performance of the Financing
Documents and any other instrument delivered by the Borrower pursuant to the
terms hereof or thereof are within the corporate powers of the Borrower and
have been duly authorized and approved by the board of directors of the
Borrower and are not in contravention of law or of the Borrower's Articles of
Organization or by-laws, as amended to date, or of any undertaking or
agreement to which the Borrower is a party or by which it is bound.
<PAGE>
(6) The Borrower represents that it has not made any commitment or
taken any action which will result in a valid claim for any finders' or
similar fees or commitments in respect of the transactions described in this
Agreement other than the fees to various parties to the transactions
contemplated hereby which have been heretofore paid or provided.
(7) The Project is included within the definition of a "project" in
the Act, and its estimated cost was, at the time of issuance of the Prior
Obligations, equal to or in excess of $38,500,000. The Borrower intends the
Project to be and continue to be an authorized project under the Act during
the Term of this Agreement.
(8) All amounts shown in Schedule D of the Tax Regulatory Agreement
are eligible costs of a project financed by bonds issued by the Authority
under the Act, and may be financed by amounts in the Redemption Fund under the
Indenture. None of the proceeds of the Bonds will be used directly or
indirectly as working capital or to finance inventory.
(9) To the best of the Borrower's knowledge, the Project is in
compliance with all applicable federal, State and local laws and ordinances
(including rules and regulations) relating to zoning, building, safety and
environmental quality the non-compliance with which would materially adversely
affect the performance by the Borrower of any of its obligations hereunder.
(10) The Borrower represents and warrants that the Project has been
completed in accordance with all material federal, State and local laws,
ordinances and regulations applicable thereto.
(11) The availability of financial assistance from the Authority as
provided herein and in the Indenture induced the Borrower to undertake
construction of the Project in the State. The Borrower does not presently
intend to lease the Project.
(12) The Borrower will not take or omit to take any action which
action or omission will in any way cause the proceeds of the Bonds to be
applied in a manner contrary to that provided in the Indenture and the
Financing Documents as in force from time to time.
(13) The Borrower has not taken and will not take any action and
knows of no action that any other person, firm or corporation has taken or
intends to take, which would cause interest on the Bonds to be includable in
the gross income of
<PAGE>
the recipients thereof for federal income tax purposes. The representations,
certifications and statements of reasonable expectation made by the Borrower
in the Tax Regulatory Agreement and relating to Project description, composite
issues, bond maturity and average asset economic life, use of Bond proceeds,
arbitrage and related matters are hereby incorporated by this reference as
though fully set forth herein.
(14) The Borrower is the owner of the Project and of a 12.205%
undivided interest in the Plant and the Borrower's title thereto is free and
clear of all recorded and properly indexed or filed and properly indexed
encumbrances except for Permitted Encumbrances.
ARTICLE III
THE LOAN
Section 3.1 Loan Clauses. (A) Subject to the conditions and in
accordance with the terms of this Agreement, the Authority agrees to make a
loan to the Borrower from the proceeds of the Bonds in the amount of
$38,500,000 and the Borrower agrees to borrow such amount from the Authority.
(B) Such loan shall be made at the time of delivery of the Bonds and
receipt of payment therefor by the Authority against receipt by the Authority
of the Note duly executed and delivered to evidence the pecuniary indebtedness
of the Borrower hereunder. As and for the loan the Authority shall apply the
proceeds of the Bonds as provided in the Indenture on the terms and conditions
therein prescribed.
(C) The Borrower shall make payments in immediately available funds
to the Trustee for deposit in the Debt Service Fund no later than 11:00 a.m.
on the date on which such payment of principal (including principal called for
redemption) of, premium, if any, or interest on Bonds shall become due in an
amount equal to the payment then coming due on such Bonds less the amounts, if
any, then held in the Debt Service Fund and available to pay the same. The
Borrower may make payments to the Debt Service Fund earlier than required by
this section, but such payments shall not affect the accrual of interest. In
addition, the Borrower shall pay to the Trustee, as and when the same shall
become due, all other amounts due under the Financing Documents, together with
interest thereon at the then applicable rate as set forth herein in Section
6.2(G). The Borrower shall have the option to prepay its loan obligation in
whole or in part at the times and in the manner provided in Article VIII
hereof.
<PAGE>
(D) The payments to be made under Section 3.1(C) shall be
appropriately adjusted to reflect the date of issue of Bonds, accrued interest
deposited in the Debt Service Fund, if any, and any purchase or redemption of
Bonds so that there will be available on each payment date the amount
necessary to pay the interest and principal due or coming due on the Bonds and
so that accrued interest will be applied to the installments of interest to
which it is applicable.
(E) The Borrower will further pay to the Tender Agent, in immediately
available funds, on each day on which a payment of the purchase price of a
Bond pursuant to Article IV of the Indenture is required, an amount which will
enable the Tender Agent to make such payment in full in a timely manner;
provided, however, that the obligation of the Borrower to make any such
payment shall be deemed satisfied and discharged to the extent money are
available from the source described in clause (i) of Section 4.5(A) of the
Indenture.
(F) At any time when any principal of the Bonds is overdue, the
Borrower shall also have a continuing obligation to pay to the Trustee for
deposit in the Debt Service Fund an amount equal to interest on the overdue
principal. Redemption premiums shall not bear interest.
(G) In the event the Borrower should fail to make any of the payments
required under the foregoing provisions of this Section 3.1, the item or
installment so in default shall continue as an obligation of the Borrower
until the amount in default shall have been fully paid, and the Borrower
agrees to pay or cause to be paid the same with interest thereon at the rate
determined in accordance with Article II of the Indenture until paid in
accordance herewith and with the Indenture.
Section 3.2 Other Amounts Payable. (A) The Borrower hereby further
expressly agrees to pay to the Trustee as and when the same shall become due,
(i) an amount equal to the initial and annual fees of the Trustee for the
ordinary services of the Trustee rendered and its ordinary expenses incurred
under the Indenture, including fees and expenses as Paying Agent and the fees
and expenses of Trustee's counsel, including fees and expenses as registrar
and in connection with preparation and delivery of new Bonds upon exchanges or
transfers, (ii) the reasonable fees and expenses of the Trustee and any Paying
Agents on the Bonds for acting as paying agents as provided in the Indenture,
including fees and expenses of the Paying Agent as registrar and in connection
with the preparation of new Bonds upon exchanges, transfers or redemptions,
(iii) the reasonable fees and expenses of the Tender Agent for the performance
of its
<PAGE>
duties as provided in the Indenture, including reasonable counsel fees and
expenses, (iv) the reasonable fees and expenses of the Remarketing Agent for
the performance of its duties as provided in the Indenture, including the
reasonable fees of their counsel and other expenses the Remarketing Agent may
incur in providing for accurate offering documents in connection therewith,
(v) the reasonable fees and charges of the Trustee for extraordinary services
rendered by it and extraordinary expenses incurred by it under the Indenture,
including reasonable counsel fees and expenses, and (vi) fees and expenses of
Bond Counsel and the Authority for any future action requested of either.
(B) The Borrower also agrees to pay directly to the Authority on each
anniversary of the date of issuance of the Bonds a fee equal to one-eighth
(1/8) of 1% of the principal amount of the Bonds then Outstanding, such fee to
be payable, without notice, demand or invoice of any kind, at the Authority's
address as set forth herein or at such other address and to the attention of
such other person, or to such account, as the Authority may stipulate by
written notice to the Borrower.
(C) The Borrower also agrees to pay all amounts payable by it under
the Financing Documents at the time and in the manner therein provided.
Section 3.3 Manner of Payment. The payments provided for in Section
3.1 hereof shall be made by any reasonable method providing immediately
available funds at the time and place of payment directly to the Trustee for
the account of the Authority and shall be deposited in the Debt Service Fund.
The additional payments provided for in Section 3.2 shall be made in the same
manner directly to the entitled party or to the Trustee for its own use or
disbursement to the Paying Agent, as the case may be.
Section 3.4 Obligation Unconditional. The obligations of the
Borrower under the Financing Documents shall be absolute and unconditional,
irrespective of any defense or any rights of setoff, recoupment or
counterclaim it might otherwise have against the Authority or the Trustee.
The Borrower will not suspend or discontinue any such payment or terminate
this Agreement (other than in the manner provided for hereunder) for any
cause, including, without limiting the generality of the foregoing, any acts
or circumstances that may constitute failure of consideration, failure of
title, or commercial frustration of purpose, or any damage to or destruction
of the Project, or the taking by eminent domain of title to or the right of
temporary use of all or any part of the Project, or any change in the tax or
other laws of the United States, the State or any political subdivision of
either thereof, or any failure of the Authority or
<PAGE>
the Trustee to perform and observe any agreement or covenant, whether
expressed or implied, or any duty, liability or obligation arising out of or
connected with the Financing Documents.
Section 3.5 Security Clauses. The Authority hereby notifies the
Borrower and the Borrower acknowledges that, among other things, the
Borrower's loan payments and all of the Authority's right, title and interest
under the Financing Documents to which it is a party (except its rights under
Sections 6.2, 6.4 and 7.3 hereof) are being concurrently with the execution
and delivery hereof endorsed, pledged and assigned without recourse by the
Authority to the Trustee as security for the Bonds as provided in the
Indenture.
Section 3.6 Issuance of Bonds. The Authority has concurrently with
the execution and delivery hereof sold and delivered the Bonds under and
pursuant to a resolution adopted by the Authority on August 18, 1999,
authorizing their issuance under and pursuant to the Indenture. The proceeds
of sale of the Bonds shall be applied as provided in Article V of the
Indenture.
Section 3.7 Effective Date and Term. (A) This Agreement shall become
effective upon its execution and delivery by the parties hereto, shall remain
in full force from such date and, subject to the provisions hereof (including
particularly Articles VII and VIII), shall expire on such date as the
Indenture shall be discharged and satisfied in accordance with the provisions
of subsection 12.1(A) thereof. The Borrower's obligations under Sections 6.2
and 6.3 hereof, however, shall survive the expiration of this Agreement.
(B) Within 60 days of such expiration the Authority shall deliver to
the Borrower any documents and take or cause the Trustee, at the Borrower's
expense, to take any such reasonable actions as may be necessary to effect the
cancellation, release and satisfaction of the Indenture and the Financing
Documents.
Section 3.8 Option to Change Modes. The Borrower shall have, and is
hereby granted, the option to elect from time to time to change the Rate
Period for the Bonds in whole or in part from one Rate Period to one or more
Rate Periods in accordance with the provisions of the Indenture and to rescind
such election as provided in the Indenture.
<PAGE>ARTICLE IV
THE PROJECT
Section 4.1 Completion of the Project. (A) The Borrower represents
and warrants that the Project has been completed.
(B) The Borrower affirms that it shall bear all of the costs and
expenses in connection with the preparation of the Financing Documents and the
Indenture, the preparation and delivery of any legal instruments and documents
necessary in connection therewith and their filing and recording, if required,
and all taxes and charges payable in connection with any of the foregoing.
Such costs and all other costs of the refunding of the Prior Obligations shall
be paid by the Borrower.
Section 4.2 No Warranty Regarding Condition, Suitability or Cost of
Project. Neither the Authority, nor the Trustee, nor any Bondholder makes any
warranty, either expressed or implied, as to the Project or its condition or
that it will be suitable for the Borrower's purposes or needs, or that the
insurance required hereunder will be adequate to protect the Borrower's
business or interest, or that the proceeds of the Bonds will be sufficient to
finance the Project.
Section 4.3 Taxes. (A) The Borrower will pay when due all material
(1) taxes, assessments, water rates and sewer use or rental charges, (2)
payments in lieu thereof which may be required by law, and (3) governmental
charges and impositions of any kind whatsoever which may now or hereafter be
lawfully assessed or levied upon the Project or any part thereof, or upon the
rents, issues, or profits thereof, whether directly or indirectly. With
respect to special assessments or other governmental charges that may lawfully
be paid in installments over a period of years, the Borrower shall be
obligated to pay only such installments as are required to be paid during the
Term.
(B) The Borrower may, at its expense and in its own name, in good
faith contest any such taxes, assessments and other charges and payments in
lieu of taxes including assessments and, in the event of such contest, may
permit the taxes, assessments or other charges or payments in lieu of taxes,
including assessments so contested to remain unpaid, during the period of such
contest and any appeal therefrom. Nothing herein shall preclude the Borrower,
at its expense and in its own name and behalf, from applying for any tax
exemption allowed by the federal government, the State or any political or
taxing subdivision thereof under any existing or future provision of law which
grants or may grant such tax exemption.
Section 4.4 Insurance. (A) The Borrower shall cause the Project to be
insured against loss or damage by fire, flood, lightning, windstorm, vandalism
and malicious mischief and other hazards, casualties, contingencies and
extended coverage risks in
<PAGE>
such amounts and in such manner as is required by applicable federal or state
law and shall pay when due the premiums thereon.
(B) The Borrower further agrees that, to the extent of its ownership
and control of the Project, it will at all times cause to be carried public
liability insurance with respect to the Project to the extent required by
applicable federal or state law.
(C) As an alternative to the hazard insurance and public liability
insurance requirements of subsections (A) or (B) above the Borrower may
self-insure against hazard or public liability risks.
(D) The insurance coverage required by this Section may be effected
under overall blanket or excess coverage policies of the Borrower or any
affiliate and may be carried with any insurer other than an unauthorized
insurer under the Connecticut Unauthorized Insurers Act. The Borrower shall
furnish evidence satisfactory to the Authority or the Trustee, promptly upon
the request of either, that the required insurance coverage is valid and in
force.
Section 4.5 Compliance with Law. The Borrower will observe and
comply with all material laws, regulations, ordinances, rules, and orders
(including without limitation those relating to zoning, land use,
environmental protection, air, water and land pollution, wetlands, health,
equal opportunity, minimum wages, worker's compensation and employment
practices) of any federal, state, municipal or other governmental authority
relating to the Project except during any period during which the Borrower at
its expense and in its name shall be in good faith contesting its obligation
to comply therewith.
Section 4.6 Maintenance and Repair. At its own expense, the Borrower
will keep and maintain or cause the Project to be kept and maintained in
accordance with sound utility operating practice and in good condition,
working order and repair, will not commit or suffer any waste thereon, and
will make all material repairs and replacements thereto which may be required
in connection therewith. Nothing in this Section 4.6 shall (1) apply to any
portion of the Project beyond its useful or economic life or (2) apply to the
use and disposition by the Borrower of any part of the Project in the ordinary
course of its business.
ARTICLE V
CONDEMNATION,
DAMAGE AND DESTRUCTION
Section 5.1 No Abatement of Payments Hereunder. If the Project shall
be damaged or either partially or totally destroyed, or if title to or the
temporary use of the whole or any part thereof shall be taken or condemned by
a competent authority for any public use or purpose, there shall be no
<PAGE>
abatement or reduction in the amounts payable by the Borrower hereunder and
the Borrower shall continue to be obligated to make such payments. In any
such case the Borrower shall promptly give written notice thereof to the
Authority and the Trustee.
Section 5.2 Project Disposition Upon Condemnation, Damage or
Destruction. In the event of any such condemnation, damage or destruction the
Borrower shall:
(1) Comply with the applicable provisions of the Sharing Agreement
concerning the repair, reconstruction or restoration of the Project or give
notice to the Authority of its decision not to so comply; and/or
(2) If and as permitted by Section 8.1 hereof, exercise its option
to prepay its loan obligation in full.
Section 5.3 Application of Net Proceeds of Insurance or
Condemnation. The Net Proceeds from any insurance or condemnation award with
respect to the Project shall be applied at the direction of the Borrower with
the approval of the Authority.
ARTICLE VI
COVENANTS
Section 6.1 The Borrower to Maintain its Corporate Existence;
Conditions under which Exceptions Permitted. (A) The Borrower covenants and
agrees that, during the Term of this Agreement it will maintain its corporate
existence, will continue to be a corporation either organized under the laws
of or duly qualified to do business as a foreign corporation in the State and
in all jurisdictions necessary in the operation of its business, will not
dissolve or otherwise dispose of all or substantially all of its assets and
will not consolidate with or merge into another corporation or permit one or
more other corporations to consolidate with or merge into it.
(B) The Borrower may, however, without violating the agreements
contained in this Section, consolidate with or merge into another corporation
or permit one or more other corporations to consolidate with or merge into it,
or sell or otherwise transfer to another corporation all or substantially all
of its assets as an entity and thereafter liquidate or dissolve, if (a) the
Borrower is the surviving, resulting or transferee corporation, as the case
may be, or (b) in the event the Borrower is not the surviving, resulting or
transferee corporation, as the case may be, such corporation (i) is a solvent
corporation either organized under the laws of or duly qualified to do
business as a foreign corporation subject to service of process in the State
and (ii) assumes in writing all of the obligations of the Borrower herein, and
under the Note.
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Section 6.2 Indemnification, Payment of Expenses, and Advances. (A)
The Borrower agrees to protect, defend and hold harmless the Trustee, the
Paying Agent, the Tender Agent, the Authority, the State, agencies of the
State and the members, servants, agents, officers, employees and directors of
the Trustee, the Paying Agent, the Tender Agent, the Authority or the State
(the "Indemnified Parties"), from any claim, demand, suit, action or other
proceeding and any liabilities, costs, and expenses whatsoever by any person
or entity whatsoever, arising or purportedly arising from or in connection
with the Financing Documents, the Indenture, the Bonds, or the transactions
contemplated thereby or actions taken thereunder by any person (including
without limitation the filing of any information, form or statement with the
Internal Revenue Service), except for any willful and material
misrepresentation, willful misconduct or gross negligence on the part of the
Indemnified Parties and except for any bad faith on the part of any
Indemnified Party other than the Authority.
The Borrower agrees to indemnify and hold harmless any Indemnified Party
against any and all claims, demands, suits, actions or other proceedings and
all liabilities, costs and expenses whatsoever caused by any untrue statement
or misleading statement or alleged untrue statement or alleged misleading
statement of a material fact contained in the written information provided by
the Borrower in connection with the issuance or sale of the Bonds or
incorporated by reference therein or caused by any omission or alleged
omission from such information of any material fact required to be stated
therein or necessary in order to make the statements made therein in the light
of the circumstances under which they were made, not misleading.
(B) The Authority, the Trustee and the Tender Agent shall not be
liable for any damage or injury to the persons or property of the Borrower or
its members, directors, officers, agents, servants or employees, or any other
person who may be about the Project due to any act or omission of any person
other than the Authority, the Trustee or the Tender Agent or their respective
members, directors, officers, agents, servants and employees.
(C) The Borrower releases each Indemnified Party from, agrees that no
Indemnified Party shall be liable for, and agrees to hold each Indemnified
Party harmless against, any attorney fees and expenses, expenses or damages
incurred because of any investigation, review or lawsuit commenced by the
Trustee, the Tender Agent or the Authority in good faith with respect to the
Financing Documents, the Indenture, the Bonds and the Project, and the
Authority, the Trustee or the Tender Agent shall promptly give written notice
to the Borrower with respect thereto.
(D) All covenants, stipulations, promises, agreements and obligations
of the Authority and the Trustee contained herein shall be deemed to be the
covenants, stipulations, promises, agreements and obligations of the Authority
and the Trustee and
<PAGE>
not of any member, director, officer or employee of the Authority or the
Trustee in its individual capacity, and no recourse shall be had for the
payment of the Bonds or for any claim based thereon or hereunder against any
member, director, officer or employee of the Authority or the Trustee or any
natural person executing the Bonds.
(E) In case any action shall be brought against one or more of the
Indemnified Parties based upon any of the above and in respect of which
indemnity may be sought against the Borrower, such Indemnified Party shall
promptly notify the Borrower in writing, enclosing a copy of all papers
served, but the omission so to notify the Borrower of any such action shall
not relieve it of any liability which it may have to any Indemnified Party
otherwise than under this Section 6.2. In case any such action shall be
brought against any Indemnified Party and it shall notify the Borrower of the
commencement thereof, the Borrower shall be entitled to participate in and, to
the extent that it shall wish, to assume the defense thereof with counsel
satisfactory to such Indemnified Party, and after notice from the Borrower to
such Indemnified Party of the Borrower's election so to assume the defense
thereof, the Borrower shall not be liable to such Indemnified Party for any
subsequent legal or other expenses attributable to such defense, except as set
forth below, other than reasonable costs of investigation subsequently
incurred by such Indemnified Party in connection with the defense thereof.
The Indemnified Party shall have the right to employ its own counsel in any
such action, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless (i) the employment of counsel by such
Indemnified Party has been authorized by the Borrower; (ii) the Indemnified
Party shall have reasonably concluded that there may be a conflict of interest
between the Borrower and the Indemnified Party in the conduct of the defense
of such action (in which case the Borrower shall not have the right to direct
the defense of such action on behalf of the Indemnified Party); or (iii) the
Borrower shall not in fact have employed counsel reasonably satisfactory to
the Indemnified Party to assume defense of such action; provided, however,
that Borrower shall not be responsible for the fees and expenses of more than
one such law firm unless an Indemnified Party shall have reasonably concluded
that there may be a conflict of interest between such Indemnified Party and
any other Indemnified Party requiring the use of separate counsel, or Borrower
has not employed counsel which is satisfactory to each Indemnified Party. The
Borrower shall not be liable for any settlement of any action or claim
effected without its consent.
(F) The Borrower also agrees to pay all reasonable or necessary
out-of-pocket expenses of the Authority in connection with the issuance of the
Bonds, the administration of the Financing Documents and the enforcement of
its rights thereunder.
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(G) In the event the Borrower fails to pay any amount or perform any
act under the Financing Documents, the Trustee or the Authority may pay the
amount or perform the act, in which event the costs, disbursements, expenses
and reasonable counsel fees and expenses thereof, together with interest
thereon from the date the expense is paid or incurred at the prime interest
rate generally prevailing among banks in the State on the date of the advance
plus 1% shall be an additional obligation hereunder payable upon demand by the
Authority or the Trustee.
(H) Any obligation of the Borrower to the Authority under this
Section shall be separate from and independent of the other obligations of the
Borrower hereunder, and may be enforced directly by the Authority against the
Borrower irrespective of any action taken by or on behalf of the Owners of the
Bonds.
(I) The obligations of the Borrower under this section,
notwithstanding any other provisions contained in the Financing Documents,
shall survive the termination of this Agreement and shall be recourse to the
Borrower, and for the enforcement thereof any Indemnified Party shall have
recourse to the general credit of the Borrower.
Section 6.3 Incorporation of Tax Regulatory Agreement; Payments Upon
Taxability. (A) For purpose of this Section, the term Owner means the
Beneficial Owner of the Bonds so long as the Book-Entry System is in effect.
(B) The representations, warranties, covenants and statements of
expectation of the Borrower set forth in the Tax Regulatory Agreement are by
this reference incorporated in this Agreement as though fully set forth
herein.
(C) If any Owner of the Bonds receives from the Internal Revenue
Service a notice of assessment and demand for payment with respect to interest
on any Bond (except a notice and demand based upon the assertion that the
Owner of the Bonds is a Substantial User or Related Person), an appeal may be
taken by the Owner of the Bonds at the option of the Borrower. Without
limiting the generality of the foregoing, the Borrower shall have the right to
direct the Trustee to direct the Owner of the Bonds to take such appeal or not
to take such appeal. In either case all expenses of the appeal including
reasonable counsel fees and expenses shall be paid by the Borrower, and the
Owner of the Bonds and the Borrower shall cooperate and consult with each
other in all matters pertaining to any such appeal, except that no Owner of
the Bonds shall be required to disclose or furnish any non-publicly disclosed
information, including, without limitation, financial information and tax
returns.
(D) Not later than 120 days following a Determination of Taxability,
the Borrower shall pay to the Trustee an amount sufficient, when added to the
amount then in the Debt Service Fund and available for such purpose, to retire
and redeem all Bonds then Outstanding (or portion thereof if, in the opinion
of
<PAGE>
nationally recognized bond counsel, such partial redemption will preserve the
tax-exempt status of interest on the Bonds Outstanding subsequent to such
redemption, in accordance with Section 2.4 of the Indenture.
(E) The obligation of the Borrower to make the payments provided for
in this Section shall be absolute and unconditional, and the failure of the
Authority or the Trustee to execute or deliver or cause to be executed or
delivered any documents or to take any action required under this Agreement or
otherwise shall not relieve the Borrower of its obligation under this
Section. Notwithstanding any other provision of this Agreement or the
Indenture, the Borrower's obligations under this Section shall survive the
termination of this Agreement and the Indenture.
(F) The occurrence of a Determination of Taxability shall not be an
Event of Default hereunder but shall require only the performance of the
obligations of the Borrower stated in this Section, the breach of which shall
constitute an Event of Default as provided in Section 7.1 hereof.
(G) At any time after the issuance of the Bonds, the Authority shall,
upon (1) the release of a published Revenue Ruling by the Internal Revenue
Service and the receipt by the Authority of an opinion of Bond Counsel to the
effect that such ruling may adversely affect the exclusion of interest on the
Bonds from gross income for federal income tax purposes, and (2) receipt from
the Borrower, within 30 days after the Authority has mailed copies of such
ruling and such opinion to the Borrower, of a written request to proceed in
accordance with this Section, proceed to apply for and use its best efforts to
obtain a ruling from the Internal Revenue Service, pursuant to Revenue
Procedure 96-16 or any other procedures subsequently established by the
Internal Revenue Service, as to the qualification or continued qualification
of interest on the Bonds for exclusion from gross income for federal income
tax purposes. The Authority and the Borrower shall cooperate and consult with
each other in all matters pertaining to such ruling request. All expenses of
the Authority in connection with such application including reasonable counsel
fees shall be paid by the Borrower.
Section 6.4 Covenant as to Project Use. (A) The Borrower agrees that
it shall promptly notify the Authority and the Trustee within 30 days of the
occurrence of any of the following events, in each case, whether as a result
of a determination by the Borrower, the Connecticut Department of Public
Utility Control or the United States Nuclear Regulatory Commission or its
successors:
(1) Permanent shutdown of the Plant;
(2) Abandonment of a substantial portion of the Plant at any one time or
in the aggregate;
<PAGE>
(3) Any disposition of all or any part of the Borrower's ownership
interest in the Project other than (i) in connection with a merger,
consolidation, or sale of assets permitted by Section 6.1(B) hereof, (ii) in
connection with any form of financing (including without limitation the grant
of a mortgage or security interest or sale in connection with a sale and lease
back) by the Borrower, (iii) of any portion of the Project beyond its useful
or economic life, or (iv) in the ordinary course of the Borrower's business.
(4) Any determination, following damage or destruction of all or
substantially all of the Plant, not to repair, reconstruct, relocate or
replace the Plant.
(B) In the event that the Authority receives notice from the Borrower
of the occurrence of any event described in subsection (A) of this Section
6.4, the Borrower agrees that the Authority may, not later than one year after
the receipt of such notice from the Borrower, declare that payment of all
amounts due under the Financing Documents shall be accelerated by notice to
the Borrower and the Trustee stating that such amounts are due and payable by
the Borrower in full on a date selected by the Borrower and set forth in a
notice to the Trustee and the Authority, which date shall be not later than
three years from the date of mailing of the Authority's acceleration notice to
the Borrower.
(C) Any failure of the Borrower to comply with the provisions of this
Section shall be subject to the provisions of Section 7.3 hereof.
Section 6.5 Further Assurances and Corrective Instruments. The
Authority and the Borrower agree that they will, from time to time, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered,
such supplements hereto and such further instruments as may reasonably be
required for carrying out the intention of or facilitating the performance of
this Agreement.
Section 6.6 Covenant by Borrower as to Compliance with Indenture.
The Borrower covenants and agrees that it will comply with the provisions of
the Indenture with respect to the Borrower and that the Trustee and the
Bondholders shall have the power and authority provided in the Indenture. The
Borrower further agrees to aid in the furnishing to the Authority or the
Trustee of opinions that may be required under the Indenture. The Borrower
covenants and agrees that the Trustee shall be entitled to and shall have all
the rights, including the right to enforce against the Borrower the provisions
of the Financing Documents, pertaining to the Trustee notwithstanding the fact
that the Trustee is not a party to the Financing Documents.
<PAGE>
Section 6.7 Assignment of Agreement or Note. (A) The Borrower may
not assign its rights, interests or obligations hereunder or under the Note
except as may be permitted pursuant to Section 6.1(B) hereof.
(B) The Authority agrees that it will not assign or transfer any of
the Financing Documents or the revenues and other receipts, funds and monies
to be received thereunder during the Term except to the Trustee as provided in
this Agreement and the Indenture.
Section 6.8 Inspection. The Authority, the Trustee and their duly
authorized agents shall have (1) the right at all reasonable times to enter
upon and to examine and inspect the Project and (2) such rights of access
thereto as may be reasonably necessary for the proper maintenance and repair
thereof in the event of failure by the Borrower to perform its obligations
under this Agreement, subject, in each case, to all applicable laws, rules,
regulations, orders and guidelines. The Authority and the Trustee shall also
be permitted, at all reasonable times, to examine the books and records of the
Borrower with respect to the Project.
Section 6.9 Default Notification. Within seven (7) days after
becoming aware of any condition or event which constitutes, or with the giving
of notice or the passage of time would constitute, an Event of Default or an
"Event of Default" under Section 8.1 of the Indenture, the Borrower shall
deliver to the Authority, the Remarketing Agent, the Paying Agent and the
Trustee a notice stating the existence and nature thereof and specifying the
corrective steps, if any, the Borrower is taking with respect thereto.
Section 6.10 Covenant Against Discrimination. (A) The Borrower in the
performance of this Agreement will not discriminate or permit discrimination
against any person or group of persons on the grounds of race, color,
religion, national origin, age, sex, sexual orientation, marital status,
physical or learning disability, political beliefs, mental retardation or
history of mental disorder in any manner prohibited by the laws of the United
States or of the State.
(B) The Borrower will comply with the provisions of the resolution
adopted by the Authority on June 14, 1977, as amended, and the policy of the
Authority implemented pursuant thereto concerning the promotion of equal
employment opportunity through affirmative action plans. The resolution
requires that all borrowers receiving financial assistance from the Authority
adopt and implement an affirmative action plan prior to the closing of the
loan. The plan shall be updated annually as long as the Bonds remain
Outstanding.
<PAGE>
Section 6.11 Authority Costs and Expenses. The Authority agrees that
it shall in all instances act in good faith in incurring costs, expenses and
legal fees in connection with the transactions contemplated by this Agreement
and the Indenture.
Section 6.12 [Reserved].
Section 6.13 Liens. The Borrower will not incur, assume, create or
suffer to exist any lien on or with respect to any of its properties or
assets, whether now owned or hereafter acquired, or assign any right to
receive income, other than Permitted Encumbrances, unless such lien is
extended to also secure the Borrower's obligations hereunder and under the
Note on a parity basis.
ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default. Any one or more of the following
shall constitute an "Event of Default" hereunder:
(1) Any material representation or warranty made by the Borrower in
the Financing Documents or any certificate, statement, data or information
furnished in writing to the Authority or the Trustee by the Borrower in
connection with the closing of the initial issue of the Bonds or included by
the Borrower in its application to the Authority for assistance proves at any
time to have been incorrect when made in any material respect.
(2) Failure by the Borrower to pay any interest, principal or
Redemption Price that has become due and payable with respect to the Bonds.
(3) Failure by the Borrower to pay when due, pursuant to Section
3.1(E) hereof, any amounts necessary to pay the purchase price of Bonds
tendered or deemed to be tendered by the Owners thereof pursuant to Sections
4.1 and 4.2 of the Indenture.
(4) Failure by the Borrower to pay any amount, other than interest,
principal, premium or purchase price with respect to the Bonds, that has
become due and payable pursuant to the Financing Documents and the continuance
of such failure for a period of more than thirty days.
(5) Failure by the Borrower to comply with the default notification
provisions of Section 6.9 hereof.
(6) The occurrence of an "Event of Default" under Section 8.1(A) of
the Indenture.
<PAGE>
(7) Failure by the Borrower to observe or perform any covenant,
condition or agreement hereunder or under the Financing Documents (except
those referred to above) and (a) continuance of such failure for a period of
sixty days after receipt by the Borrower of written notice specifying the
nature of such failure or (b) if by reason of the nature of such failure the
same cannot be remedied within the sixty day period, the Borrower fails to
proceed with reasonable diligence after receipt of the notice to cure the
failure.
(8) The Borrower shall (a) apply for or consent to the appointment
of a receiver, trustee, liquidator or custodian or the like of itself or of
its property, (b) admit in writing its inability to pay its debts generally as
they become due, (c) make a general assignment for the benefit of creditors,
(d) be adjudicated a bankrupt or insolvent, or (e) commence a voluntary case
under the Federal bankruptcy laws of the United States of America or file a
voluntary petition or answer seeking reorganization, an arrangement with
creditors or an order for relief or seeking to take advantage of any
insolvency law or file an answer admitting the material allegations of a
petition filed against it in any bankruptcy, reorganization or insolvency
proceeding; or corporate action shall be taken by it for the purpose of
effecting any of the foregoing; or if without the application, approval or
consent of the Borrower, a proceeding shall be instituted in any court of
competent jurisdiction, seeking in respect of the Borrower an adjudication in
bankruptcy, reorganization, dissolution, winding up, liquidation, a
composition or arrangement with creditors, a readjustment of debts, the
appointment of a trustee, receiver, liquidator or custodian or the like of the
Borrower or of all or any substantial part of its assets, or other like relief
in respect thereof under any bankruptcy or insolvency law, and, if such
proceeding is being contested by the Borrower in good faith, the same shall
continue undismissed, or pending and unstayed, for any period of 90
consecutive days.
Section 7.2 Remedies on Default. (A) Whenever any Event of Default
shall have occurred, the Trustee, or the Authority where so provided herein,
may take any one or more of the following actions:
(1) The Trustee, as and to the extent provided in Article VIII of
the Indenture, may cause all amounts payable under the Financing Documents to
be immediately due and payable without notice or demand of any kind, whereupon
the same shall become immediately due and payable.
(2) The Authority, without the consent of the Trustee or any
Bondholder, may proceed to enforce the obligations of the Borrower to the
Authority under this Agreement.
<PAGE>
(3) The Trustee may take whatever action at law or in equity it may
have to collect the amounts then due and thereafter to become due, or to
enforce the performance or observance of the obligations, agreements, and
covenants of the Borrower under the Financing Documents.
(B) In the event that any Event of Default or any proceeding taken by
the Authority (or by the Trustee on behalf of the Authority) thereon shall be
waived or determined adversely to the Authority, then the Event of Default
shall be annulled and the Authority and the Borrower shall be restored to
their former rights hereunder, but no such waiver or determination shall
extend to any subsequent or other default or impair any right consequent
thereon.
Section 7.3 Remedies Upon Project Use Default. (A) If the Borrower
shall fail to notify the Authority of the occurrence of any event set forth in
Section 6.4(A) hereof within 30 days of the determination thereof as provided
in Section 6.4(A), the Authority may, not later than one year after obtaining
knowledge of such determination and so long as such failure is continuing,
send a notice to the Trustee and the Borrower calling for the acceleration of
all of the Borrower's obligations under the Financing Documents and for the
redemption of all of the Bonds Outstanding. Any such notice (i) shall set
forth in reasonable detail the event giving rise to the Borrower's obligation
under Section 6.4(A), (ii) shall be accompanied by such evidence thereof as
shall be acceptable to the Trustee, and (iii) shall specify the dates upon
which (a) notice of redemption of the Bonds is to be given by the Trustee
(which shall not be less than 180 days from the date of the notice being given
to the Trustee by the Authority) and (b) the date redemption of Bonds is to
occur (which shall be a date at least thirty days after notice of redemption
is to be given by the Trustee).
(B) If, after receipt of notice from the Authority as provided
in Section 6.4(B), the Borrower shall fail to select a date for redemption of
all Outstanding Bonds, the Authority may, not earlier than 60 days prior to
the date which is three years after the date notice was mailed to the Borrower
as provided in Section 6.4(B), send a notice to the Trustee and the Borrower
calling for the redemption of all of the Bonds then Outstanding. Any such
notice shall specify the date that notice of redemption is to be given by the
Trustee and the date that such redemption is to occur.
(C) On or before the redemption date specified by the Trustee
in its notice of redemption pursuant to this Section, the Borrower shall pay,
as a final loan payment hereunder, a sum sufficient, together with other funds
on deposit with the Trustee and available for such purpose, to redeem all
Bonds then Outstanding under the Indenture at 100% of the principal amount
thereof plus accrued interest to the redemption date. The Borrower shall also
pay or provide for all reasonable and
<PAGE>
necessary fees of the Trustee and any Paying Agent accrued and to accrue
through the date of redemption of the Bonds and all other amounts due or to
become due under the Financing Documents.
Section 7.4 No Duty to Mitigate Damages. Unless otherwise required
by law, neither the Authority, the Trustee nor any Bondholder shall be
obligated to do any act whatsoever or exercise any diligence whatsoever to
mitigate the damages to the Borrower if an Event of Default shall occur.
Section 7.5 Remedies Cumulative. No remedy herein conferred upon or
reserved to the Authority or the Trustee is intended to be exclusive of any
other available remedy or remedies but each and every such remedy shall be
cumulative and shall be in addition to every remedy given under this Agreement
or now or hereafter existing at law or in equity or by statute. Delay or
omission to exercise any right or power accruing upon any default or failure
by the Authority or the Trustee to insist upon the strict performance of any
of the covenants and agreements herein set forth or to exercise any rights or
remedies upon default by the Borrower hereunder shall not impair any such
right or power or be considered or taken as a waiver or relinquishment for the
future of the right to insist upon and to enforce, by injunction or other
appropriate legal or equitable remedy, strict compliance by the Borrower with
all of the covenants and conditions hereof, or of the right to exercise any
such rights or remedies, if such default by the Borrower be continued or
repeated.
ARTICLE VIII
PREPAYMENT PROVISIONS
Section 8.1 Optional Prepayment. (A) The Borrower shall have, and is
hereby granted, the option to prepay its loan obligation and to cause the
corresponding optional redemption of the Bonds pursuant to Section 2.4(A) of
the Indenture at such times, in such amounts, and with such premium, if any,
for such optional redemption as set forth in Section 2.4(A) of the Indenture,
by delivering a written notice to the Trustee in accordance with Section 8.2
hereof, with a copy to the Authority, setting forth the amount to be prepaid,
the amount of Bonds requested to be redeemed with the proceeds of such
prepayment, and the date on which such Bonds are to be redeemed. Such
prepayment must be sufficient to provide monies for the payment of interest
and Redemption Price in accordance with the terms of the Bonds requested to be
redeemed with such prepayment and all other amounts then due under the
Financing Documents. In the event of any complete prepayment of its loan
obligation, the Borrower shall, at the time of such prepayment, also pay or
provide for the payment of all reasonable or necessary fees and expenses of
the Authority, the Trustee , the Tender Agent, the Paying Agent and the
Remarketing Agent accrued and to accrue through the final payment of all the
Bonds. Any such prepayments
<PAGE>
shall be applied to the redemption of Bonds in the manner provided in Section
2.4(A) of the Indenture, and credited against payments due hereunder in the
same manner.
(B) The Borrower shall have, and is hereby granted, the option to
prepay its loan obligation in full at any time without premium if any of the
following events shall have occurred, as evidenced in each case by the filing
with the Trustee of a certificate of an Authorized Representative of the
Borrower to the effect that one of such events has occurred and is continuing,
and describing the same:
(1) Damage or destruction of the Plant to such extent that in the
opinion of the Borrower (expressed in a resolution adopted by the Board of
Directors of the Borrower (a "Board Resolution")) and of an architect or
engineer acceptable to the Borrower (who may be an employee of the Borrower),
both filed with the Authority and the Trustee, (a) the Plant cannot be
reasonably repaired, rebuilt, or restored within a period of six (6) months to
its condition immediately preceding such damage or destruction, or (b) normal
operations are prevented from being carried on at the Plant as a result of
such damage or destruction for a period of not less than six (6) months.
(2) Loss of title to or use of a substantial part of the Plant as a
result of the exercise of the power of eminent domain which, in the opinion of
the Borrower (expressed in a Board Resolution) and of an architect or engineer
acceptable to the Borrower (who may be an employee of the Borrower), both
filed with the Authority and the Trustee, prevents or is likely to prevent
normal operations from being carried on at the Plant for a period of not less
than six (6) months.
(3) A change in the Constitution of the State of Connecticut or of
the United States of America or legislative or executive action (whether
local, state, or federal) or a final decree, judgment or order of any court or
administrative body (whether local, state, or federal) which, in the opinion
of nationally recognized bond counsel, causes this Agreement to become void or
unenforceable or impossible of performance in accordance with the intent and
purpose of the parties as expressed herein or, imposes unreasonable burdens or
excessive liabilities upon the Borrower with respect to the Plant or the
operation thereof.
(4) The operation of the Plant shall have been enjoined or shall
otherwise have been prohibited by any order, decree, rule or regulation of any
court or of any local, state, or federal regulatory body, administrative
agency or other governmental body for a period of not less than six (6)
months.
(5) Changes which the Borrower cannot reasonably control in the
economic availability of fuel, materials, supplies, labor, equipment, or other
properties or things necessary for the efficient operation of the Plant shall
have
<PAGE>
occurred which, in the judgment of the Borrower (determined in a Board
Resolution), render the continued operation of the Plant uneconomical.
(6) Changes in circumstances, including, but not limited to,
changes in pollution control requirements, shall have occurred such that in
the opinion of the Borrower (expressed in a Board Resolution) use of the
Project is no longer required or desirable.
In any such case the final loan payment shall be a sum sufficient, together
with other funds deposited with Trustee and available for such purpose, to
redeem all Bonds then outstanding under the Indenture at the redemption price
of 100% of the principal amount thereof plus accrued interest to the
redemption date or dates and all other amounts then due under the Financing
Documents, and the Borrower shall also pay or provide for all reasonable or
necessary fees and expenses of the Trustee, the Tender Agent, the Paying Agent
and the Remarketing Agent accrued and to accrue through final payment for the
Bonds. The Borrower shall deliver a written notice to the Trustee, with a
copy to the Authority, requesting the redemption of the Bonds under the
Indenture, which notice shall have attached thereto the applicable certificate
of the Authorized Representative of the Borrower. The Borrower's right to so
request the redemption of the Bonds upon the occurrence of any single event
listed in this Section 8.1(B) shall expire six (6) months, and any such
redemption shall occur within nine (9) months, after such event occurs.
Section 8.2 Notice by the Borrower of Optional Prepayment. The
Borrower shall exercise its option to prepay its loan obligation pursuant to
Section 8.1(A) or (B) by giving written notice signed by an Authorized
Representative of the Borrower to the Trustee, the Authority, the Paying
Agent, the Tender Agent and the Remarketing Agent at least forty-five (45)
days before the prepayment date.
Section 8.3 Mandatory Prepayment on Taxability. The Borrower shall
pay or cause the prepayment of its loan obligation following a Determination
of Taxability in the manner provided in Section 6.3 of this Agreement.
Section 8.4 Mandatory Prepayment Upon Occurrence of Certain Events.
The Borrower shall pay or cause the prepayment of its loan obligation, prior
to the maturity of the Bonds, on a date selected by the Borrower, which date
shall be not later than three years after the date of mailing to the Borrower
of notice from the Authority of the Authority's election to accelerate the
Borrower's loan obligation hereunder as provided in Sections 6.4 and 7.3
hereof.
<PAGE>ARTICLE IX
GENERAL
Section 9.1 Indenture. (A) Monies received from the sale of the Bonds
and all loan payments made by the Borrower and all other monies received by
the Authority or the Trustee under the Financing Documents shall be applied
solely and exclusively in the manner and for the purposes expressed and
specified in the Indenture and in the Bonds and as provided in this Agreement.
(B) The Borrower shall have and may exercise all the rights, powers
and authority given the Borrower in the Indenture and in the Bonds, and the
Indenture and the Bonds shall not be modified, altered or amended in any
manner which adversely affects such rights, powers and authority or otherwise
adversely affects the Borrower without the prior written consent of the
Borrower.
Section 9.2 Benefit of and Enforcement by Bondholders. The Authority
and the Borrower agree that this Agreement is executed in part to induce the
purchase by others of the Bonds and for the further securing of the Bonds, and
accordingly that all covenants and agreements on the part of the Authority and
the Borrower as to the amounts payable with respect to the Bonds hereunder are
hereby declared to be for the benefit of the holders from time to time of the
Bonds and may be enforced as provided in the Indenture on behalf of the
Bondholders by the Trustee.
Section 9.3 Force Majeure. In case by reason of force majeure either
party hereto shall be rendered unable wholly or in part to carry out its
obligations under this Agreement, then except as otherwise expressly provided
in this Agreement, if such party shall give notice and full particulars of
such force majeure in writing to the other party within a reasonable time
after occurrence of the event or cause relied on, the obligations of the party
giving such notice, other than the obligation of the Borrower to make the
payments required under the terms hereof or of the Note, so far as they are
affected by such force majeure, shall be suspended during the continuance of
the inability then claimed which shall include a reasonable time for the
removal of the effect thereof, but for no longer period, and such parties
shall endeavor to remove or overcome such inability with all reasonable
dispatch. The term "force majeure", as employed herein, means acts of God,
strikes, lockouts or other industrial disturbances, acts of the public enemy,
orders of any kind of the Government of the United States, of the State or any
civil or military authority, insurrections, riots, epidemics, landslides,
lightning, earthquakes, volcanoes, fires, hurricanes, tornadoes, storms,
floods, washouts, droughts, arrests, restraining of government and people,
civil disturbances, explosions, partial or entire failure of utilities,
shortages of labor, material, supplies or transportation, or any other similar
or different
<PAGE>
cause not reasonably within the control of the party claiming such inability.
It is understood and agreed that the settlement of existing or impending
strikes, lockouts or other industrial disturbances shall be entirely within
the discretion of the party having the difficulty and that the above
requirements that any force majeure shall be reasonably beyond the control of
the party and shall be remedied with all reasonable dispatch shall be deemed
to be fulfilled even though such existing or impending strikes, lockouts and
other industrial disturbances may not be settled and could have been settled
by acceding to the demands of the opposing person or persons.
Section 9.4 Amendments. This Agreement may be amended only with the
concurring written consent of the Trustee and, if required by the Indenture,
of the Owners of the Bonds given in accordance with the provisions of the
Indenture.
Section 9.5 Notices. All notices, certificates or other
communications hereunder shall be sufficiently given and shall be deemed given
when delivered or when mailed by registered or certified mail, postage
prepaid, addressed as follows: if to the Authority, at 845 Brook Street, Rocky
Hill, Connecticut 06067, Attention: Program Manager - Loan Administration; if
to the Borrower, at 25 Research Drive, Westborough, Massachusetts 01582,
Attention: Treasurer; if to the Remarketing Agent, World Financial Center,
North Tower, 9th Floor, New York, New York 10281, Attention: Public Finance
Department; if to the Paying Agent, at 2 Avenue de Lafayette, Boston,
Massachusetts 02111- 1724, Attention: Corporate Trust Administration; if to
the Trustee, at 2 Avenue de Lafayette, Boston, Massachusetts 02111- 1724,
Attention: Corporate Trust Administration; and if to the Tender Agent, at 100
Wall Street, Suite 1600, New York, New York 10005, Attn: Corporate Trust
Department. A duplicate copy of each notice, certificate or other
communication given hereunder by either the Authority or the Borrower to the
other shall also be given to the Trustee. The Authority, the Borrower, the
Remarketing Agent, the Tender Agent, the Paying Agent and the Trustee may, by
notice given hereunder, designate any further or different addresses to which
subsequent notices, certificates or other communications shall be sent.
Section 9.6 Prior Agreements Superseded. This Agreement, together
with all agreements executed by the parties concurrently herewith or in
conjunction with the sale of the Bonds, shall completely and fully supersede
all other prior understandings or agreements, both written and oral, between
the Authority and the Borrower relating to the lending of money and the
Project, including those contained in any commitment letter executed in
anticipation of the issuance of the Bonds.
Section 9.7 Execution of Counterparts. This Agreement may be
executed simultaneously in several counterparts each of which shall be an
original and all of which shall constitute but one and the same instrument.
<PAGE>
Section 9.8 Time. All references to times of day in this Agreement
are references to New York City time.
IN WITNESS WHEREOF, the Authority has caused this Agreement to be
executed in its corporate name by a duly Authorized Representative, and the
Borrower has caused this Agreement to be executed in its corporate name by its
duly authorized officer all as of the date first above written.
CONNECTICUT DEVELOPMENT AUTHORITY
By
Name: Francis T. Gagliardo
Title: Senior Vice President
NEW ENGLAND POWER COMPANY
By
Name:
Title:
<PAGE>
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Appendix A
PROMISSORY NOTE
New England Power Company
No.1 $38,500,000.00
The New England Power Company, a corporation organized and existing under
the laws of the Commonwealth of Massachusetts (the "Borrower"), for value
received hereby promises to pay to the order of the Connecticut Development
Authority (the "Authority"), the principal sum of $38,500,000.00 on October
15, 2015 together with interest on the unpaid principal balance thereof from
the date hereof until fully and finally paid at maturity, on the applicable
Interest Payment Dates, together with all taxes levied or assessed on this
Note or the debt evidenced hereby against the owner hereof. This Note shall
bear interest at the rate or rates determined in accordance with Section 2.3
of the Indenture (as hereinafter defined) and, as long as the Bonds or any
portion thereof bear interest at Flexible, Daily or Weekly Rates, shall be
computed on the basis of the actual number of days elapsed over a year of 365
or 366 days, based on the year in which the Rate Period for such Bonds
commences, and, as long as the Bonds or any portion thereof bear interest at a
Term Rate, shall be computed on the basis of a 360-day year of twelve 30-day
months. In no event shall the interest rate hereon exceed the maximum
permitted by law.
This Note has been executed under and pursuant to a Loan Agreement, dated
as of September 1, 1999 between the Authority and the Borrower (the
"Agreement"). This Note is issued to evidence the obligation of the Borrower
under the Agreement to repay the loan made by the Authority from the proceeds
of its $38,500,000 Pollution Control Revenue Refunding Bonds (New England
Power Company Project - 1999 Series) (the "Bonds"), together with interest
thereon and all other amounts, fees, penalties, premiums, adjustments,
expenses, counsel fees and other payments of any kind required to be paid by
the Borrower under the Agreement. The Agreement includes provision for
mandatory and optional prepayment of this Note as a whole or in part.
The Agreement and this Note (hereinafter, together with the Tax
Regulatory Agreement, collectively referred to as the "Financing Documents")
have been assigned to State Street Bank and Trust Company (the "Trustee")
acting pursuant to an Indenture of Trust, dated as of September 1, 1999 (the
"Indenture"),
<PAGE>
between the Authority and the Trustee. Such assignment is made as security
for the payment of the Bonds issued by the Authority pursuant to the
Indenture.
As provided in Section 3.1 of the Agreement and subject to the provisions
thereof, payments hereon are to be made at the Principal Office of State
Street Bank and Trust Company, Boston, Massachusetts or at the office
designated for such payment by any successor trustee in an amount which,
together with other moneys available therefor pursuant to the Indenture, will
equal the amount payable as principal or Redemption Price of and interest on
the Bonds outstanding under the Indenture on such due date.
The Borrower shall make payments on this Note on the dates and in the
amounts specified herein and in the Agreement and in addition shall make such
other payments as are required pursuant to the Financing Documents, the
Indenture and the Bonds, including without limitation the applicable
Redemption Price or purchase price. In the event of default, as defined in
any of the Financing Documents, the principal of and interest on this Note may
be declared immediately due and payable as provided in the Agreement. Upon
any such declaration the Borrower shall pay all costs, disbursements, expenses
and reasonable counsel fees of the Authority, the Trustee, the Tender Agent
and the Remarketing Agent in seeking to enforce their rights under any of the
Financing Documents.
THE BORROWER ACKNOWLEDGES THAT THE LOAN EVIDENCED BY THIS NOTE IS A
COMMERCIAL TRANSACTION AND WAIVES ITS RIGHTS TO NOTICE AND HEARING AS ALLOWED
UNDER CHAPTER 903a OF THE CONNECTICUT GENERAL STATUTES, OR OTHERWISE UNDER
ANY STATE OR FEDERAL LAW WITH RESPECT TO ANY PREJUDGMENT REMEDY WHICH THE
HOLDER HEREOF MAY DESIRE TO USE. The Borrower further (1) waives diligence,
demand, presentment for payment, notice of nonpayment, protest and notice of
protest, notice of any renewals or extension of this Note and (2) agrees that
the time for payment of this Note may be changed and extended at the sole
discretion of the Trustee without impairing its liability hereon. Any delay
on the part of the Authority or the Trustee in exercising any right hereunder
shall not operate as a waiver of any such right, and any waiver granted with
respect to one default shall not operate as a waiver in the event of any
subsequent default.
This Note shall be governed by and construed in accordance with the laws
of the State of Connecticut.
Capitalized terms used in this Note and not otherwise defined shall have
the meaning given to them in Section 1.1 of the Agreement.
<PAGE>
IN WITNESS WHEREOF, New England Power Company has caused this Note to be
executed in its corporate name by its duly authorized officer as of September
__, 1999.
NEW ENGLAND POWER COMPANY
By: ________________________________
Name:
Title:
<PAGE>AUTHORITY ENDORSEMENT
Pay to the order of State Street Bank and Trust Company, as Trustee,
without recourse.
CONNECTICUT DEVELOPMENT AUTHORITY
By: ________________________________
Name:
Title:
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I - DEFINITIONS AND INTERPRETATION................ 3
Section 1.1 - Definitions............................ 3
Section 1.2 - Interpretation......................... 9
ARTICLE II - REPRESENTATIONS AND WARRANTIES............... 9
Section 2.1 - Representations by Authority........... 9
Section 2.2 - Limitation of Control by Borrower......11
Section 2.3 - Representations by the Borrower........11
ARTICLE III - THE LOAN....................................13
Section 3.1 - Loan Clauses...........................13
Section 3.2 - Other Amounts Payable..................14
Section 3.3 - Manner of Payment......................14
Section 3.4 - Obligation Unconditional...............15
Section 3.5 - Security Clauses.......................15
Section 3.6 - Issuance of Bonds......................15
Section 3.7 - Effective Date and Term................15
Section 3.8 - Option to Change Modes.................15
ARTICLE IV - THE PROJECT..................................15
Section 4.1 - Completion of the Project..............16
Section 4.2 - No Warranty Regarding Condition,
Suitability or Cost of Project.........16
Section 4.3 - Taxes..................................16
Section 4.4 - Insurance..............................16
Section 4.5 - Compliance with Law....................17
Section 4.6 - Maintenance and Repair.................17
ARTICLE V - CONDEMNATION, DAMAGE AND DESTRUCTION..........17
Section 5.1 - No Abatement of Payments Herunder......17
Section 5.2 - Project Disposition Upon Condemnation,
Damage or Destruction..................17
Section 5.3 - Application of Net Proceeds of Insurance
or Condemnation........................17
ARTICLE VI - COVENANTS....................................18
Section 6.1 - The Borrower to maintain its Corporate
Existence; Conditions under which
Exceptions Permited....................18
Section 6.2 - Indemnification, Payment of Expenses,
and Advances........................... 18
Section 6.3 - Incorporation of Tax Regulatory
Agreement; Payments Upon Taxability.... 20
Section 6.4 - Covenant as to Project Use............. 21
Section 6.5 - Further Assurances and Corrective
Instruments............................ 22
Section 6.6 - Covenant by Borrower as to Compliance
with Indenture......................... 22
Section 6.7 - Assignment of Agreement or Note........ 22
Section 6.8 - Inspection............................. 22
Section 6.9 - Default Notification................... 23
<PAGE>
TABLE OF CONTENTS
Page
Section 6.10 -Covenant Against Discrimination........ 23
Section 6.11 -Authority Costs and Expenses........... 23
Section 6.12 -(Reserved)............................. 23
Section 6.13 -Liens.................................. 23
ARTICLE VII - EVENTS OF DEFAULT AND REMEDIES.............. 23
Section 7.1 - Events of Default...................... 23
Section 7.2 - Remedies on Default.................... 24
Section 7.3 - Remedies Upon Project Use Default...... 25
Section 7.4 - No Duty to Mitigate Damages............ 25
Section 7.5 - Remedies Cumulative.................... 26
ARTICLE VIII - PREPAYMENT PROVISIONS...................... 26
Section 8.1 - Optional Prepayment.................... 26
Section 8.2 - Notice by the Borrower of Optional
Prepayment............................. 28
Section 8.3 - Mandatory Prepayment on Taxability..... 28
Section 8.4 - Mandatory Prepayment Upon Occurrence
of Certain Events...................... 28
ARTICLE IX - GENERAL...................................... 28
Section 9.1 - Indenture.............................. 28
Section 9.2 - Benefit of and Enforcement by
Bondholders............................ 28
Section 9.3 - Force Majeure.......................... 28
Section 9.4 - Amendments............................. 29
Section 9.5 - Notices................................ 29
Section 9.6 - Prior Agreements Superseded............ 29
Section 9.7 - Execution of Counterparts.............. 29
Section 9.8 - Time................................... 30
<PAGE><PAGE>
An extra section break has been inserted above this paragraph. Do not delete
this section break if you plan to add text after the Table of
Contents/Authorities. Deleting this break will cause Table of
Contents/Authorities headers and footers to appear on any pages following the
Table of Contents/Authorities.
<PAGE>
Exhibit E.1
<TABLE>
1999
Report on NEES Money Pool
($000's)
<CAPTION>
Avg. Max. Min. Investment
Company Invest. Invest. Invest. at 12/31/99
- ------- ------- ------- ------- -----------
<S> <C> <C> <C> <C>
NEES (Trust) $ -0- $ -0- $ -0- $ -0-
Massachusetts Electric Co -0- -0- -0- -0-
New England Power Co. 192,934 295,975 132,475 204,325
The Narragansett Electric Co. -0- -0- -0- -0-
Granite State Electric Co. 3,928 6,500 850 5,775
Nantucket Electric Co. -0- -0- -0- -0-
New England Power Service Co. 800 6,700 -0- -0-
New England Electric Transmission -0- -0- -0- -0-
Corporation
New England Energy Incorporated 2,747 9,800 350 9,800
New England Hydro-Transmission 4,048 8,075 450 2,625
Electric Company (NEHTEC)
New England Hydro-Transmission 918 3,225 -0- 775
Corporation (NEHTC)
</TABLE>
<PAGE>
Modified
FORM U-13-60
ANNUAL REPORT
For the Period
Beginning January 1, 1999 and Ending December 31, 1999
To The
U.S. SECURITIES AND EXCHANGE COMMISSION
Of
Wayfinder Group, Inc.
A Subsidiary Service Company
Date of Incorporation: January 13, 1992
State or Sovereign Power under which Incorporated or Organized:
The Commonwealth of Massachusetts
Location of Principal Executive Offices of Reporting Company:
25 Research Drive
Westborough, MA 01582
Report filed pursuant to Order dated September 4, 1992
in file number 70-7950
Name, title, and address of officer to whom correspondence concerning this
report should be addressed:
J.G. Cochrane, Treasurer
25 Research Drive
Westborough, MA 01582
Name of Principal Holding Company Under Which Reporting
Company is Organized:
National Grid USA, successor to
New England Electric System
SEC 1926 (6-82)
<PAGE>PAGE 2
INSTRUCTIONS FOR USE OF MODIFIED FORM U-13-60
1. Time of Filing Annual Report essentially in the form of U-13-60 shall
be filed appended to Form U5S, Annual Report of the Parent and Associate
Companies Pursuant to the Public Utility Holding Company Act of 1935. Form
U5S is required to be filed by May 1.
2. Number of Copies Each annual report shall be filed in duplicate.
The company should prepare and retain at least one extra copy for itself
in case correspondence with reference to the report becomes necessary.
3. Definitions - Definitions contained in Instruction 01-8 to the Uniform
System of Accounts for Mutual Service Companies and Subsidiary Service
Companies, Public Utility Holding Company Act of 1935, as amended February 2,
1979 shall be applicable to words or terms used specifically within this Form
U-13-60.
4. Organization Chart - The company shall submit with each annual
report a copy of its current organization chart.
<PAGE>PAGE 3
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
<CAPTION>
Schedule or Page
Description of Schedules and Accounts Account No. Number
<S> <C> <C>
COMPARATIVE BALANCE SHEET Schedule I 4-5
Company property Schedule II 6-7
Accumulated provision for depreciation
and amortization of company property Schedule III 8
Investments Schedule IV 9
Accounts receivable Schedule V 10
Miscellaneous deferred debits Schedule IX 11
Proprietary capital Schedule XI 12
Long-term debt Schedule XII 13
Current and accrued liabilities Schedule XIII 14
Notes to financial statements Schedule XIV 15
COMPARATIVE INCOME STATEMENT Schedule XV 16
Analysis of billing - nonassociate companies Account 458 17-18
Departmental analysis of salaries Account 920 19
Outside services employed Account 923 20-21
Miscellaneous general expenses Account 930.2 22
Taxes other than income taxes Account 408 23
Donations Account 426.1 24
Other deductions Account 426.5 25
Notes to statement of income Schedule XVIII 26
ORGANIZATION CHART 27
</TABLE>
<PAGE>PAGE 4
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE I
COMPARATIVE BALANCE SHEET
Give balance sheet of Company as of December 31 of the current and prior year
<CAPTION>
Account Assets and Other Debits As of December 31
Current Prior(1)
<S> <C> <C> <C>
COMPANY PROPERTY
101 Company property (Schedule II) $ 0 $20,632
107 Construction work in progress (Schedule II)
--------- ---------
Total Property $ 0 $20,632
--------- ---------
108 Less accumulated provision for depreciation
and amortization of company property
(Schedule III) 0 (4,164)
--------- ---------
Net Company Property 0 16,468
--------- ---------
INVESTMENTS
123 Investments in associate companies (Sch. IV) 0 676
124 Other Investments (Schedule IV) 3,150 3,150
--------- ---------
Total Investments 3,150 3,826
--------- ---------
CURRENT AND ACCRUED ASSETS
131 Cash 240 595
134 Special deposits 0 12
135 Working funds
136 Temporary cash investments (Schedule IV)
141 Notes receivable
143 Accounts receivable (Schedule V) 219 1,109
144 Accumulated provision of uncollectible accounts 0 (170)
146 Accounts receivable from associate companies 4
152 Fuel stock expenses undistributed
154 Materials and supplies
163 Stores expense undistributed
165 Prepayments 395 1,270
174 Miscellaneous current and accrued assets 19 6
--------- ---------
Total Current and Accrued Assets 877 2,822
--------- ---------
DEFERRED DEBITS
181 Unamortized debt expense
184 Clearing accounts
186 Miscellaneous deferred debits (Schedule IX) 4,000
188 Research, development, or demonstration
expenditures
190 Accumulated deferred income taxes
--------- ----------
4,000
Total Deferred Debits --------- ----------
TOTAL ASSETS AND OTHER DEBITS $8,027 $23,116
========= ==========
(1) Prior balances per corrected Rule 24 report for the fourth quarter of 1998
filed October 5, 1999.
</TABLE>
<PAGE>PAGE 5
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE I
COMPARATIVE BALANCE SHEET
<CAPTION>
Account Liabilities and Proprietary Capital As of December 31
Current Prior(1)
<S> <C> <C> <C>
PROPRIETARY CAPITAL
201 Common stock issued (Schedule XI) $ 1 $ 1
211 Miscellaneous paid-in-capital (Schedule XI) 4,353 4,353
215 Appropriated retained earnings (Schedule XI)
216 Unappropriated retained earnings (Schedule XI) (8,691)
(10,413)
------- -------
Total Proprietary Capital (4,337) (6,059)
------- -------
LONG-TERM DEBT
223 Advances from associate companies (Schedule XII) 11,951 27,326
224 Other long-term debt (Schedule XII)
225 Unamortized premium on long-term debt
226 Unamortized discount on long-term debt - debit
------- -------
Total Long-Term Debt 11,951 27,326
------- -------
CURRENT AND ACCRUED LIABILITIES
231 Notes payable
232 Accounts payable 344 223
233 Notes payable to associate companies
(Schedule XIII)
234 Accounts payable to associate companies
(Schedule XIII) 56 53
236 Taxes accrued 0 197
237 Interest accrued
238 Dividends declared
241 Tax collections payable
242 Miscellaneous current and accrued
liabilities (Schedule XIII) 0 226
------- -------
Total Current and Accrued Liabilities 400 699
------- -------
DEFERRED CREDITS
253 Other deferred credits 13 314
255 Accumulated deferred investment tax credits
------- -------
Total Deferred Credits 13 314
------- -------
283 ACCUMULATED DEFERRED INCOME TAXES 0 836
------- -------
TOTAL LIABILITIES AND PROPRIETARY CAPITAL $8,027
$23,116
======= =======
(1) Prior balances per corrected Rule 24 report for the fourth quarter of 1998
filed October 5, 1999.
</TABLE>
<PAGE>PAGE 6
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE II
COMPANY PROPERTY
<CAPTION>
BALANCE AT RETIREMENTS BALANCE
BEGINNING OR OTHER(2) AT CLOSE
DESCRIPTION OF YEAR(1) ADDITIONS SALES CHANGES OF
YEAR
<S> <C> <C> <C> <C> <C>
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment (2) 20,085 1,572 (21,657) 0
308 Office
Furniture and
Equipment 547 152 (699) 0
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property (3)
------ ------- ------- ---- ------
SUB-TOTAL 20,632 1,724 (22,356) None
------ ------- ------- ---- ------
107 Construction
Work in
Progress (4)
------ ------- ------- ---- ------
TOTAL 20,632 1,724 (22,356) None
====== ======= ======= ==== ======
<FN>
(1) Balance at beginning of year per corrected Rule 24 report for the fourth
quarter of 1998 filed October 5, 1999.
(2) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
</FN>
</TABLE>
<PAGE>PAGE 7
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE II - CONTINUED
<TABLE>
(2)Subaccounts are required for each class of equipment owned. The company
shall provide a listing by subaccount of equipment additions during the year
and the balance at the close of the year:
<CAPTION>
BALANCE
AT CLOSE
SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR
<S> <C> <C>
Rental water heaters 1,572 None
------ ------
TOTAL 1,572 None
====== ======
(3) DESCRIBE OTHER COMPANY PROPERTY:
None
(4) DESCRIBE CONSTRUCTION WORK IN PROGRESS:
None
</TABLE>
<PAGE>PAGE 8
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE III
ACCUMULATED PROVISION FOR DEPRECIATION AND
AMORTIZATION OF COMPANY PROPERTY
<CAPTION>
ADDITIONS OTHER
BALANCE AT CHARGED CHANGES BALANCE
BEGINNING TO RETIRE- ADD AT CLOSE
DESCRIPTION OF YEAR(1) ACCT 403 MENTS (DEDUCT)(2) OF YEAR
<S> <C> <C> <C> <C> <C>
Account
301 Organization
303 Miscellaneous
Intangible
Plant
304 Land and Land
Rights
305 Structures and
Improvements
306 Leasehold
Improvements
307 Equipment (3,735) (1,538) 5,273 0
308 Office
Furniture and
Equipment (429) (20) 449 0
309 Automobiles,
Other Vehicles
and Related
Garage
Equipment
310 Aircraft and
Airport
Equipment
311 Other Company
Property
------ ------ ----- --- ------
TOTAL (4,164) (1,558)) 5,722 None
====== ====== ===== === ======
(1) Balance at beginning of year per corrected Rule 24 report for the fourth
quarter of 1998 filed October 5, 1999.
(2) PROVIDE AN EXPLANATION OF THOSE CHANGES CONSIDERED MATERIAL:
</TABLE>
<PAGE>PAGE 9
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE IV
INVESTMENTS
<TABLE>
INSTRUCTIONS: Complete the following schedule concerning investments.
Under Account 124 "Other Investments," state each investment separately, with
description, including, the name of issuing company, number of shares or
principal amount, etc.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
<S> <C> <C>
ACCOUNT 123 - INVESTMENT IN ASSOCIATE COMPANIES 676 0
------- -------
TOTAL 676 0
======= =======
ACCOUNT 124 - OTHER INVESTMENTS
Separation Technologies, Inc. $1,000 $1,000
Nexus Energy Software, Inc. 2,150 2,150
---------- ---------
TOTAL (1) $3,150 $3,150
========== =========
ACCOUNT 136 - TEMPORARY CASH INVESTMENTS
------- ---------
TOTAL None None
======= =========
</TABLE>
<PAGE>PAGE 10
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
<TABLE>
SCHEDULE V
ACCOUNTS RECEIVABLE
INSTRUCTIONS:Complete the following schedule listing accounts receivable.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
OF YEAR OF YEAR
<S> <C> <C>
DESCRIPTION
ACCOUNT 143 - Accounts Receivable (Non-
Associated Companies) 1,109 219
---------- --------
TOTAL $1,109 $219
========== ========
</TABLE>
<PAGE>PAGE 11
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
<TABLE>
SCHEDULE IX
MISCELLANEOUS DEFERRED DEBITS
INSTRUCTIONS:Provide detail of items in this account. Items less than $10,000
may be grouped by class, showing the number of items in each class.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR OF YEAR
<S> <C> <C>
ACCOUNT 186 - DEFERRED DEBITS
Note Receivable - Duperey Investments, Inc.(1) 0 4,000
---- -----
TOTAL None 4,000
==== =====
(1)Note issued upon sale of assets from New England Water Heater Co., Inc. to
Duperey Investments, Inc. per agreement dated September 21, 1999.
</TABLE>
<PAGE>PAGE 12
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars, except per share data)
<TABLE>
SCHEDULE XI
PROPRIETARY CAPITAL
<CAPTION>
OUTSTANDING
NUMBER OF PAR OR STATED CLOSE OF PERIOD
ACCOUNT SHARES VALUE NO. OF TOTAL
NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES
AMOUNT
<S> <C> <C> <C> <C> <C>
201 COMMON STOCK ISSUED 10,000 $1 1,000 $1
INSTRUCTIONS:Classify amounts in each account with a brief explanation,
disclosing the general nature of transactions which give rise to the reported
amounts.
DESCRIPTION
AMOUNT
ACCOUNT 223 - MISCELLANEOUS PAID-IN CAPITAL (1) 4,353
ACCOUNT 215 - APPROPRIATED RETAINED EARNINGS
-------
TOTAL 4,353
=======
INSTRUCTIONS:Give particulars concerning net income or (loss) during the year,
distinguishing between compensation for the use of capital owed or net loss
remaining from servicing non-associates per the General Instructions of the
Uniform Systems of Accounts. For dividends paid during the year in cash or
otherwise, provide rate percentage, amount of dividend, date declared and date
paid.
BALANCE AT NET INCOME BALANCE AT
BEGINNING OR DIVIDENDS CLOSE
DESCRIPTION OF YEAR(2) (LOSS) PAID OF YEAR
ACCOUNT 216 -
UNAPPROPRIATED
RETAINED EARNINGS $(10,413) $1,722 None $(8,691)
------- ------- ---- --------
TOTAL $(10,413) $1,722 None $(8,691)
======= ======= ==== ========
<FN>
(1)Relates to the acquisition of New England Water Heater Co.
(2) Balance at beginning of year per corrected Rule 24 report for the fourth
quarter of 1998 filed October 5, 1999.
</FN>
</TABLE>
<PAGE>PAGE 13
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE XII
LONG-TERM DEBT
INSTRUCTIONS:Advances from associate companies should be reported separately
for advances on notes, and advances on open account. Names of associate
companies from which advances were received shall be shown under the class and
series of obligation column. For Account 224 - Other long-term debt provide
the name of creditor company or organization, terms of the obligation, date of
maturity, interest rate, and the amount authorized and outstanding.
<CAPTION>
TERMS OF OBLIG DATE BALANCE AT BALANCE
AT
CLASS & SERIES OF INTEREST AMOUNT BEGINNING
DEDUCTIONS CLOSE
NAME OF CREDITOR OF OBLIGATION MATURITY RATE AUTHORIZED
OF YEAR ADDITIONS (1) OF YEAR(2)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT 223 - $27,326 $4,075 ($19,450)
$11,951
ADVANCES FROM
ASSOCIATE
COMPANIES:
ACCOUNT 224 -
OTHER LONG-TERM
DEBT:
-------
TOTAL $11,951
None
=======
<FN>
(1) Give an explanation of deductions: repayments
(2) Amount represents contributions in the form of non-interest bearing
subordinated notes issued from New England Electric System (NEES). As of
November 23, 1999, Wayfinder Group, Inc. shares a line of authority of up to
$268,000,000 with NEES Energy, Inc. a NEES subsidiary.
</FN>
</TABLE>
<PAGE>PAGE 14
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
<TABLE>
SCHEDULE XIII
CURRENT AND ACCRUED LIABILITIES
INSTRUCTIONS: Provide balance of notes and accounts payable to each associate
company. Give description and amount of miscellaneous current and accrued
liabilities. Items less than $10,000 may be grouped, showing the number of
items in each group.
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING CLOSE
DESCRIPTION OF YEAR(1) OF YEAR
<S> <C> <C>
ACCOUNT 233 - NOTES PAYABLE TO ASSOCIATE
COMPANIES
---- ----
TOTAL None None
==== ====
ACCOUNT 234 - ACCOUNTS PAYABLE TO ASSOCIATE
COMPANIES
New England Power Service Company $45 $54
Narragansett Electric Company 3 1
Massachusetts Electric Company 1 1
New England Power Company 4 0
------- -------
TOTAL $53 $56
======= =======
ACCOUNT 242 - MISCELLANEOUS CURRENT AND
ACCRUED LIABILITIES
Accrued Payroll 136 0
Other 90 0
---- ----
TOTAL $226 None
==== ====
(1) Balance at beginning of year per corrected Rule 24 report for the fourth
quarter of 1998 filed October 5, 1999.
</TABLE>
<PAGE>PAGE 15
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE XIV
NOTES TO FINANCIAL STATEMENTS
INSTRUCTIONS: The space below is provided for important notes regarding
the financial statements or any account thereof. Furnish
particulars as to any significant contingent assets or
liabilities existing at the end of the year. Notes relating
to financial statements shown elsewhere in this report may
be indicated here by reference.
7.Effective December 15, 1999, NEES Global, Inc. changed its name to Wayfinder
Group, Inc. (WG). WG is a Massachusetts corporation which was formed in
January 1992. WG was not capitalized until October 13, 1992, when one thousand
shares of WG common stock were issued to New England Electric System (NEES).
8.In May 1995, WG invested $1,000,000 in Separation Technologies, Inc. (STI).
This investment is in the form of 153,846 shares of 6% cumulative convertible
preferred stock.
9.In August 1997, WG invested $1,400,000 in Nexus Energy Software, Inc. in the
form of 1,000,000 shares of Series A Preferred Stock. An additional
investment of $750,000 was made in October 1998 in the form of 300,000 shares
of Series B Preferred Stock.
10. Until January 1, 1999, WG maintained a one percent interest in AllEnergy
Marketing Co., L.L.C., a Massachusetts limited liability company (AllEnergy
MA), an affiliated "energy-related company" within the meaning of Rule 58 of
the Act. Effective January 1, 1999, AllEnergy MA merged with and into
AllEnergy Marketing Company, L.L.C., a Delaware limited liability company
(AllEnergy DE), an affiliated "energy-related company" within the meaning of
Rule 58 of the Act. NEES Energy, Inc., a wholly-owned subsidiary of New
England Electric System, is the sole member of AllEnergy DE.
11. On June 25, 1998, New England Water Heater Co., Inc. (NEWH), an
energy-related company, became a wholly-owned subsidiary of WG in accordance
with Rule 58 of the Act. The company's financial statements are consolidated
with WG. In the fourth quarter of 1998, NEWH changed its name to NEWHC,Inc.
Effective September 19, 1999, substantially all of the assets of NEWH were
sold to Duperey Investments, Inc., an unaffiliated company.
<PAGE>PAGE 16
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
SCHEDULE XV
COMPARATIVE INCOME STATEMENT
<CAPTION>
ACCOUNT DESCRIPTION CURRENT PRIOR
YEAR YEAR(1)
<S> <C> <C> <C>
INCOME
421Gain on sale of NEWHC, Inc. assets $3,389 $ 0
458 Services rendered to nonassociate companies 1,021 791
421 Miscellaneous income or loss 94 (143)
451 Rental water heater revenue 6,764 4,201
------- -------
TOTAL INCOME $11,268 $4,849
------- -------
EXPENSE
587 Cost of Sales - New England Water Heater Co. 1,745 950
920 Salaries and wages - New England Water Heater Co. 555 401
921 Office supplies and expenses 1,043 1,207
922 Administrative expense transferred - credit
923 Outside services employed 1,736 2,138
924 Property insurance
925 Injuries and damages
926 Employee pensions and benefits
930.1 General advertising expenses
930.2 Miscellaneous general expenses
931 Rents
932 Maintenance of structures and equipment
403 Depreciation and amortization expense 1,558 1,169
408 Taxes other than income taxes
409 Income taxes 3,525 (1,713)
410 Provision for deferred income taxes (836) 504
411 Provision for deferred income taxes - credit 0 (38)
411.5 Investment tax credit
426.1 Donations
426.5 Other deductions 220 1,484
427 Interest on long-term debt
430 Interest on debt to associate companies
431 Other interest expense
------- -------
TOTAL EXPENSE $ 9,546 $ 6,102
------- -------
NET INCOME OR (LOSS) $1,722 $(1,253)
======= =======
(1) Prior year per corrected Rule 24 report for the fourth quarter of 1998
filed October 5, 1999.
</TABLE>
<PAGE>PAGE 17
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
ANALYSIS OF BILLING
NONASSOCIATE COMPANIES
ACCOUNT 458
<CAPTION>
DIRECT INDIRECT COMPENSATION EXCESS TOTAL
COST COST FOR USE TOTAL OR AMOUNT
NAME OF NONASSOCIATE COMPANY CHARGED CHARGED OF CAPITAL
COST DEFICIENCY BILLED
458-1 458-2 458-3 458-4
<S> <C> <C> <C> <C> <C> <C>
Confidential information provided on EXHIBIT A
</TABLE>
<PAGE>
PAGE 18
INSTRUCTION: Provide a brief description of the services rendered to each
nonassociated company:
Confidential information provided on EXHIBIT A
<PAGE>PAGE 19
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
DEPARTMENTAL ANALYSIS OF SALARIES
ACCOUNT 920
<CAPTION>
NAME OF DEPARTMENT NUMBER
PERSONNEL
Indicate each dept. or SALARY END OF
service function EXPENSE YEAR
<S> <C> <C>
New England Water Heater Co.:
Officers $ 68
Customer Service 180
Service 96
Office 79
Credit/Collection 132
---- ---
TOTAL $555 None
==== ===
</TABLE>
<PAGE>PAGE 20
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
INSTRUCTIONS:Provide a breakdown by subaccount of outside services employed.
If the aggregate amounts paid to any one payee and included within one
subaccount is less than $100,000, only the aggregate number and amount of all
such payments included within the subaccount need be shown. Provide a
subtotal for each type of service.
<CAPTION>
RELATIONSHIP
"A"- ASSOCIATE
FROM WHOM PURCHASED TYPE OF SERVICE "NA"- NON ASSOCIATE AMOUNT
<S> <C> <C> <C>
LEGAL SERVICES
3 Vendors
(each under $100,000) 62
----
SUBTOTAL $62
</TABLE>
<PAGE>PAGE 21
<TABLE>
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
OUTSIDE SERVICES EMPLOYED
ACCOUNT 923
<CAPTION>
RELATIONSHIP
"A"- ASSOCIATE
FROM WHOM PURCHASED TYPE OF SERVICE "NA"- NON ASSOCIATE AMOUNT
<S> <C> <C> <C>
OTHER SERVICES
New England Power Construction, Engineering, A $1,309
Service Company & Administrative Svcs.
12 Vendors(A) 365
(each under $100,000) ------
SUBTOTAL $1,674
------
TOTAL SERVICES $1,736
======
(A) Includes $36,000 from associated companies
</TABLE>
<PAGE>PAGE 22
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
MISCELLANEOUS GENERAL EXPENSES
ACCOUNT 930.2
INSTRUCTIONS: Provide a listing of the amount included in Account 930.2,
"Miscellaneous General Expenses", classifying such expenses
according to their nature. Payments and expenses permitted
by Sections 321(b)(2) of the Federal Election Campaign Act,
as amended by Public Law 94-283 in 1976 (2 U.S.C. Section
441(b)(2)) shall be separately classified.
DESCRIPTION AMOUNT
----
TOTAL None
====
<PAGE>PAGE 23
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
TAXES OTHER THAN INCOME TAXES
ACCOUNT 408
INSTRUCTIONS: Provide an analysis of Account 408, "Taxes Other Than Income
Taxes". Separate the analysis into two groups: (1) other
than U.S. Government taxes, and (2) U.S. Government taxes.
Specify each of the various kinds of taxes and show the
amounts thereof. Provide a subtotal for each class of tax.
KIND OF TAX AMOUNT
1) OTHER THAN U.S. GOVERNMENT TAXES
Massachusetts State Tax
-----
SUBTOTAL
-----
2) U.S. GOVERNMENT TAXES
-----
SUBTOTAL
-----
TOTAL None
=====
<PAGE>PAGE 24
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
DONATIONS
ACCOUNT 426.1
INSTRUCTIONS: Provide a listing of the amount included in Account 426.1,
"Donations", classifying such expenses by its purpose. The
aggregate number and amount of all items of less than $3,000
may be shown in lieu of details.
NAME OF RECIPIENT PURPOSE OF DONATION
----
TOTAL None
====
<PAGE>PAGE 25
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
(In Thousands of Dollars)
OTHER DEDUCTIONS
ACCOUNT 426.5
INSTRUCTIONS: Provide a listing of the amount included in Account 426.5,
"Other Deductions", classifying such expenses according to
their nature.
DESCRIPTION NAME OF PAYEE
Write off of investment AllEnergy Marketing Co., LLc $220
-------
TOTAL $220
=======
<PAGE>PAGE 26
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
SCHEDULE XVIII
NOTES TO STATEMENT OF INCOME
INSTRUCTIONS: The space below is provided for important notes regarding
the statement of income or any account thereof. Furnish
particulars as to any significant increase in services
rendered or expenses incurred during the year. Notes
relating to financial statements shown elsewhere in this
report may be indicated here by reference.
<PAGE>PAGE 27
ANNUAL REPORT OF Wayfinder Group, Inc.
ORGANIZATION CHART
For the Year Ended December 31, 1999
Board of Directors
!
!
!
President
!
!
!
- ------------------------------
! !
! !
! !
Treasurer Clerk
<PAGE>PAGE 28
ANNUAL REPORT OF Wayfinder Group, Inc.
For the Year Ended December 31, 1999
SIGNATURE CLAUSE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935 and the rules and regulations of the Securities and Exchange Commission
issued thereunder, the undersigned company has duly caused this report to be
signed on its behalf by the undersigned officer thereunto duly authorized.
Wayfinder Group, Inc.
- ---------------------------------
(Name of Reporting Company)
By: s/ John G. Cochrane
-------------------------------
(Signature of Signing Officer)
J.G. Cochrane Treasurer
- -------------------------------------------
(Printed Name and Title of Signing Officer)
Date: April 28, 2000
---------------
