-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ndg6TS1lRyL0kzQsTx+dpyicHC+huV+JmZ9QtxQufJtEynvZ3HSji1HVDJ6LiL0N u4Uei/j7iIGVlO5X39/9MQ== 0000071297-00-000053.txt : 20000503 0000071297-00-000053.hdr.sgml : 20000503 ACCESSION NUMBER: 0000071297-00-000053 CONFORMED SUBMISSION TYPE: U5S PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL GRID USA CENTRAL INDEX KEY: 0000071297 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 043446185 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: U5S SEC ACT: SEC FILE NUMBER: 001-03446 FILM NUMBER: 616295 BUSINESS ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 BUSINESS PHONE: 5083892000 MAIL ADDRESS: STREET 1: 25 RESEARCH DR CITY: WESTBOROUGH STATE: MA ZIP: 01582 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENGLAND ELECTRIC SYSTEM DATE OF NAME CHANGE: 19920703 U5S 1 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 Item 1. SYSTEM COMPANIES AND INVESTMENT THEREIN AS OF DECEMBER 31, 1999 (1)
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) 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 - -------------------- *Inactive.
(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. (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.) Item 4. ACQUISITION, REDEMPTION OR RETIREMENT OF SYSTEM SECURITIES
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) -------------- ---------------- ----------- ------------- - ------------- -------------- 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) 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) -------------- ---------------- ----------- ------------- - ------------- -------------- 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 - -------------------- (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.
Item 5. INVESTMENTS IN SECURITIES OF NONSYSTEM COMPANIES As of December 31, 1999.
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.) 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 - -------------------- (A) Mass. Electric, Narragansett, and NEP.
Item 6. OFFICERS AND DIRECTORS Part I. As of December 31, 1999. (Note A)
Mass Way- NEES Granite Elec Narra NEEI finder NEET NEP NEPSCO NEHTC NEHTEC NEHFC ---- ------- ---- ----- ---- ----- ---- - --- ------ ----- ------ ----- 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 - -------------------------------------------------------------------------------- - ------------------------------------------- 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 - -------------------------------------------------------------------------------- - --------------------------------------------- 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 - -------------------------------------------------------------------------------- - ------------------------------------------- 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 - -------------------------------------------------------------------------------- - --------------------------------------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------- 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 - -------------------------------------------------------------------------------- - --------------------------------------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------- 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 - -------------------------------------------------------------------------------- - --------------------------------------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------- 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 - -------------------------------------------------------------------------------- - --------------------------------------------- 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 - -------------------------------------------------------------------------------- - -------------------------------------------- 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.
Item 6. OFFICERS AND DIRECTORS Part II. Financial Connections as of December 31, 1999.
Position Name and Held in Name of Location of Financial Applicable Officer or Financial Institution Exemption Director Institution (g) Rule ---------- ----------- ----------- ---------- 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 - -------------------- a - Rule 70(a) e - Rule 70(e) g - C-Chairman & CEO; D-Director; T-Trustee
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.NEP SUMMARY COMPENSATION TABLE
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) - ---------- ---- ------- ------ --------- ---------- - ------- --------- 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
(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. (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. 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. 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. NEP - --- ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE-BASED PLANS - ------------------------------------------------
Number of Actual Change Common Shares Performance in Control Name Allotted Period Award (a) --------- ----------- ------------ 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
(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. 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 (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. PENSION TABLE
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 - --------- -------- -------- -------- -------- -------- - -------- $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
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.
Accounts Charged, if any, per Books Purpose of Disbursing Name of Recipient or Beneficiary (A) Company Amount - ------------------------------- ------- ----------------- ------ 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 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 - -------------------- (A)All such payments, unless otherwise noted, were subscriptions, dues, and/or contributions. (B)Payments for legislative services.
Item 8. SERVICE, SALES AND CONSTRUCTION CONTRACTS Part I.
Serving Receiving Compensation Transaction Company Company (1999) - ----------- ------- --------- ------------ 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) - -------------------- (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.
Part II. See Item 6, Part III. 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). 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). 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). 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). 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). 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. 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 EX-99 2 EXHIBIT INDEX 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 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 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 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 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 EX-99 3 SUPPLEMENT A-1 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 NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED INDEX OF CONSOLIDATED WORKSHEETS YEAR ENDED DECEMBER 31, 1999
Pages - ----- 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 ------- --------- - -------- ------------ 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
Page 1A NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
GRANITE MASS. NARRA. STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO NEHTECI NEHTC ------- -------- -------- --- ---- ------ - ------- ----- 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 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 ----- --------- ------- -------- ----- ------- - ------- 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 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 ------------- ------------ 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 ======== ========
Page 1D NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND) (Continued)
GRANITE MASS. NARRA. STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO NEHTECI NEHTC ------- -------- --------- --- ---- ------ - ------- ----- 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 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 ---- ------ -------- ----- ------- ------- ------ 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 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 -------------- ------------ 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 ======== ========
Page 2A NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND)
GRANITE MASS. NARRA. STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO NEHTECI NEHTC ------- -------- -------- --- ---- ------ - ------- ----- 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 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 ---- --------- --------- ------- ------- ------ - ------ 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 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 -------------- ------------ 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 3A NEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED STATEMENT OF RETAINED EARNINGS YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND) GRANITE MASS. NARRA. STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO NEHTECI NEHTC ------- -------- -------- ------ ------ ------ - ------- ----- 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 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 ---- --------- --------- ------- ------- ------- - -------- 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 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 -------------- ------------ 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 4ANEW ENGLAND ELECTRIC SYSTEM AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 1999 (IN MILLIONS, ROUNDED TO NEAREST HUNDRED THOUSAND) GRANITE MASS. NARRA. STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO NEHTECI NEHTC ------- -------- -------- --- ---- ------ - ------- ----- 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 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 ---- --------- ------- --------- ------- ------ - ------ 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 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 -------------- ------------ 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 acquisitionsPage 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) GRANITE MASS. NARRA. STATE ELECTRIC ELECTRIC NEP NEEI NEPSCO NEHTECI NEHTC ------- -------- -------- --- ---- ------ - ------- ----- 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 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 ---- --------- ------- --------- ------ ------- - ------ 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 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 -------------- ------------ 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 ====== ======
EX-3.(I) 4 EXHIBIT B.6.A 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. EX-3.(I) 5 EXHIBIT B.11.A 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. 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 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. (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:
NAMERESIDENTIAL ADDRESSPOST OFFICE ADDRESS 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
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 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 EX-3.(II) 6 EXHIBIT B.11.B BY-LAWS OF CO-LOCATE, INC. 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 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. 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. 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. 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. 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. 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 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. 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. EX-9 7 EXHIBIT B.12 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 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 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 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 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: 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 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; (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 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 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. 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 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 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 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. (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, 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. 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. 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 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 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. 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 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, 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 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 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. (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. 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) 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. 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 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 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) 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 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 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) 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 EX-3.(I) 8 EXHIBIT B.18.A 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. EX-3.(I) 9 EXHIBIT B.20.A 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. EX-3.(I) 10 EXHIBIT B.22 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 EX-3.(I) 11 EXHIBIT B.23.A 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." 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." 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." EX-99 12 EXHIBIT C.5.C 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) /* WordPerfect WARNING - No Equivalent EDGAR Representation */ /* WordPerfect Structure - Header B Beginning */ /* WordPerfect Structure - Header B Ending */ 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." 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 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 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. "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. "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. "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 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. "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 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. "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. (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. (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 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. (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. (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 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. (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 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 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. 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 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 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. 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 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. (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 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; (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. 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. 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. (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. (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 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 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 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. 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 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. 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: /* WordPerfect WARNING - No Equivalent EDGAR Representation */ /* WordPerfect Structure - Header A Beginning */ /* WordPerfect Structure - Header A Ending */ /* WordPerfect WARNING - No Equivalent EDGAR Representation */ /* WordPerfect Structure - Footer A Beginning */ /* WordPerfect WARNING - No Equivalent EDGAR Representation */ /* WordPerfect Structure - Text Box Beginning */ 1 /* WordPerfect Structure - Text Box Ending */ - - 382163-v4 0018356-0070 /* WordPerfect Structure - Footer A Ending */ /* WordPerfect WARNING - No Equivalent EDGAR Representation */ /* WordPerfect Structure - Header B Beginning */ /* WordPerfect Structure - Header B Ending */ 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"), 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. 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: AUTHORITY ENDORSEMENT Pay to the order of State Street Bank and Trust Company, as Trustee, without recourse. CONNECTICUT DEVELOPMENT AUTHORITY By: ________________________________ Name: Title: 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 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 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. EX-99 13 EXHIBIT E.1 Exhibit E.1 1999 Report on NEES Money Pool ($000's)
Avg. Max. Min. Investment Company Invest. Invest. Invest. at 12/31/99 - ------- ------- ------- ------- ----------- 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)
EX-13 14 EXHIBIT E.2 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 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 3 ANNUAL REPORT OF Wayfinder Group, Inc. LISTING OF SCHEDULES AND ANALYSIS OF ACCOUNTS
Schedule or Page Description of Schedules and Accounts Account No. Number 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
PAGE 4 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
Account Assets and Other Debits As of December 31 Current Prior(1) 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.
PAGE 5 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) SCHEDULE I COMPARATIVE BALANCE SHEET
Account Liabilities and Proprietary Capital As of December 31 Current Prior(1) 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.
PAGE 6 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) SCHEDULE II COMPANY PROPERTY
BALANCE AT RETIREMENTS BALANCE BEGINNING OR OTHER(2) AT CLOSE DESCRIPTION OF YEAR(1) ADDITIONS SALES CHANGES OF YEAR 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 ====== ======= ======= ==== ====== (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:
PAGE 7 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) SCHEDULE II - CONTINUED (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:
BALANCE AT CLOSE SUBACCOUNT DESCRIPTION ADDITIONS OF YEAR Rental water heaters 1,572 None ------ ------ TOTAL 1,572 None ====== ====== (3) DESCRIBE OTHER COMPANY PROPERTY: None (4) DESCRIBE CONSTRUCTION WORK IN PROGRESS: None
PAGE 8 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
ADDITIONS OTHER BALANCE AT CHARGED CHANGES BALANCE BEGINNING TO RETIRE- ADD AT CLOSE DESCRIPTION OF YEAR(1) ACCT 403 MENTS (DEDUCT)(2) OF YEAR 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:
PAGE 9 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) SCHEDULE IV INVESTMENTS 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.
BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR 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 ======= =========
PAGE 10 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) SCHEDULE V ACCOUNTS RECEIVABLE INSTRUCTIONS:Complete the following schedule listing accounts receivable.
BALANCE AT BALANCE AT BEGINNING CLOSE OF YEAR OF YEAR DESCRIPTION ACCOUNT 143 - Accounts Receivable (Non- Associated Companies) 1,109 219 ---------- -------- TOTAL $1,109 $219 ========== ========
PAGE 11 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) 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.
BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR OF YEAR 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.
PAGE 12 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars, except per share data) SCHEDULE XI PROPRIETARY CAPITAL
OUTSTANDING NUMBER OF PAR OR STATED CLOSE OF PERIOD ACCOUNT SHARES VALUE NO. OF TOTAL NUMBER CLASS OF STOCK AUTHORIZED PER SHARE SHARES AMOUNT 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) ======= ======= ==== ======== (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.
PAGE 13 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.
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) ACCOUNT 223 - $27,326 $4,075 ($19,450) $11,951 ADVANCES FROM ASSOCIATE COMPANIES: ACCOUNT 224 - OTHER LONG-TERM DEBT: ------- TOTAL $11,951 None ======= (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.
PAGE 14 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) 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.
BALANCE AT BALANCE AT BEGINNING CLOSE DESCRIPTION OF YEAR(1) OF YEAR 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.
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 16 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) SCHEDULE XV COMPARATIVE INCOME STATEMENT
ACCOUNT DESCRIPTION CURRENT PRIOR YEAR YEAR(1) 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.
PAGE 17 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) ANALYSIS OF BILLING NONASSOCIATE COMPANIES ACCOUNT 458
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 Confidential information provided on EXHIBIT A
PAGE 18 INSTRUCTION: Provide a brief description of the services rendered to each nonassociated company: Confidential information provided on EXHIBIT A PAGE 19 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) DEPARTMENTAL ANALYSIS OF SALARIES ACCOUNT 920
NAME OF DEPARTMENT NUMBER PERSONNEL Indicate each dept. or SALARY END OF service function EXPENSE YEAR New England Water Heater Co.: Officers $ 68 Customer Service 180 Service 96 Office 79 Credit/Collection 132 ---- --- TOTAL $555 None ==== ===
PAGE 20 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.
RELATIONSHIP "A"- ASSOCIATE FROM WHOM PURCHASED TYPE OF SERVICE "NA"- NON ASSOCIATE AMOUNT LEGAL SERVICES 3 Vendors (each under $100,000) 62 ---- SUBTOTAL $62
PAGE 21 ANNUAL REPORT OF Wayfinder Group, Inc. For the Year Ended December 31, 1999 (In Thousands of Dollars) OUTSIDE SERVICES EMPLOYED ACCOUNT 923
RELATIONSHIP "A"- ASSOCIATE FROM WHOM PURCHASED TYPE OF SERVICE "NA"- NON ASSOCIATE AMOUNT 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
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 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 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 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 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 27 ANNUAL REPORT OF Wayfinder Group, Inc. ORGANIZATION CHART For the Year Ended December 31, 1999 Board of Directors ! ! ! President ! ! ! - ------------------------------ ! ! ! ! ! ! Treasurer Clerk 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 --------------- -----END PRIVACY-ENHANCED MESSAGE-----