ML19210D770

Forwards Util & Bank Consortium 790731 Credit & Loan agreement,791012 Amend 1,State of Ma Dept of Public Util Orders Re Agreement & Util Affidavit

ML19210D770
Person / Time
Site:	05000471
Issue date:	11/01/1979
From:	Lewald G ROPES & GRAY
To:	Callihan A, Cole R, Goodhope A Atomic Safety and Licensing Board Panel
References
NUDOCS 7911280039
Download: ML19210D770 (125)

Text

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RO P ES & G R AY a25 FRANKLIN STREET N BOSTON O2110

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Castr Acentss'ROPGRALOR' TELCAsev*.eEm 940589 anta coor 617 423 6100 November 1, 1979 Andrew C. Goodhope, Esq. Dr. Richard F. Cole Chairman Atomic Safety and Licensing Atomic Safety and Licensing Board U. S. Nuclear Regulatory Comm.

Board Washington, D. C. 20555 3320 Estelle Terrace Eheaton, Maryland 20906 Dr. A. Dixon Callihan Union Carbide Corporation P. O. Ecx Y Cak Ridge, Tennessee 37830 Re: Bosten Edison Company et al. (Pilgrim Nuclear Generating Station, Unit 2)

Docket NO. 50 h71 Gentlemen:

~.

Enclosed are copies of: (1)

Revolving Credit and Tern Loan Agreementa finalized Base and Standby entered inte by Ecston 1979; (2;Edison and a consortium an Amendment No. 1, cf banks dated as of July 31, thereto, dated as of October 12, 1,079; (3: and (4) Crders cf the Massachusetts Department of Public Utilities (D.P.U. 20145), (D.P.U. 20145-A) respectively relating to the agreement and amendment; and (5) an Affidavit of Boston Edison Ccapany's Assistant Treasurer identifying the feregoing.

the parties and These the enclosures are being furnished to the Board, Secretary pursuant of May 29, 1974 (Tr. 9574). to our undertaking as Very truly yours,

./ c,.y f J+ ao k. l George H. Lewald GHL:el .

Enclosures -

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p li 1403 130 t 7911280939 s P

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BASE AND STANDBY REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of July 31, 1979 Among BOSTON EDISON COMPANY,

_ Company and THE FIRST NATIONAL BANK OF BOSTON, as Agent and BANK OF MONTREAL, BANKERS TRUST COMPANY, BARCLAYS BANK INTERNATIONAL, LTD.,

CONTINENTAL ILLINOIS NATIONAL BANK

_ & TRUST COMPANY OF CHICAGO, THE FIRST NATIONAL BANK OF BOSTON, MANUFACTURERS HANOVER TRUST COMPANY,.

MORGAN GUARANTY TRUST COMPANY OF NCd YORK, WELLS FARGO BANK, N.A.,

CHEMICAL BANK, IRVING TRUST COMPANY, PRUFUNDING, INC.,

_ UNITED CALIFORNIA BANK and CANADIAN IMPERIAL BANK OF COMMERCE, Lenders 1403 131

a .

. s - *

- TABLE OF CONTENTS

_ Page

51. DEFINITIONS....................................... 1

52. BASE REVOLVING CREDIT............................. 9 52.1. Commitment to Lend........................ 9 52.2. A dvanc e s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 52.3. Base Revolving Notes...................... 9 52.4. Termination of Base Credit................ 10 52.5. Prepayment................................ 10

53. BASE TERM LOANS................................... 11 53.1. Conversion of Base Revolving Notes; Base Term Loans.............................. 11

_ 53.2. Base Term Notes........................... 12 53.3. Prepayment................................

13

54. CLOSINGS OF BASE REVOLVING CREDIT LOANS........... 13 54.1. Notice.................................... 13 54.2. Funds for Base Closings................... 13 54.3. Failure to Make Funds Available........... 14 54.4. Computations; Funds for Payments.......... 14

55. BASE COMMITMENT................................... 14 55.1. Amount of Base Commitments................ 14

_ 55.2. Reduction and Termination by Company...... 15 55.3. Base Commitment Fees...................... 16

_ 56. STANDBY REVOLVING C2 EDIT.......................... 16 56.1. Commitment to Lend........................ 16 56.2. Advances.................................. 16 56.3. Standby Revolving Notes................... 17 56.4. Termination of Standby Credit............. 18 56.5. Prepayment................................ 18

57. STANDBY TERM LOANS................................ 19 57.1. Interim Partial Conversion of Standby Revolving Notes; Interim Standby Term Loans................................... 19 1403 132

. i.

(ii) 57.2. Final Co'nversion of Standby Revolving Notes; Final Standby Term Loans......... 21 57.3. Standby Term Notes........................ 21 _

57.4. Prepayment................................ 23

58. CLOSINGS OF STANDBY REVOLVING CREDIT LOANS........ 23 _

59. STANDBY COMMITMENT..............'.................. 23 59.1. Amount of Standby Commitments............. 23 59.2. Mandatory Reduction of Standby Commitments.......... .................. 24 59.3. Reduction and Termination by the Company.. 25 -

59.4. Standby Commitment Fees................... 25 510. REPRESENTATIONS AND WARRAN'IES.................... 27 -

510.1. Corporate Existence and Good Sh nding, Etc..................................... 27 _-

510.2. Corporate Power; Consents; Absence of Conflict with Other Agreements, Etc .... 27 510.3. Title to Properties; Liens................ 28 510.4. Financial Statements...................... 29 .

510.5. No Material Changes, Etc.................. 29 510.6. Franchises, Etc............................ 29 510.7. Regulatory Jurisdiction and Approvals..... 30 510.8. Litigation, Judicial and A<*ministrative Proceedings.............. 30 510.9. No Materially Adverse Contracts, Etc...... 30 -

510.10. Compliance with Other Instruments, Laws, Etc..................................... 31 510.11. Tax Status................................ 31 -

510.12. No Default..................... ......... 31 510.13. Absence of Financing Statements, Etc...... 31 510.14. Use of Proceeds; Regulation U............. 32 -

510.15. ERISA Compliance.......................... 32 510.16. Investment Company Act Status............. 32 511. EXEMPT CHARACTER OF TRANSACTIONS.................. 32 512. CONDITIONS OF FIRST LENDING - BASE................ 33 _

512.1. Representations and Warranties............ 33 512.2. DPU Approval.............................. 33 512.3. Performance; No Default................... 33 512.4. Corporate Action.......................... 34 512.5. Proceedings and Documents................. 34 512.6. Opinion of the Company's Counsel.......... 34 -

512.7. Opinion of the Company's-General Counsel.. 35 512.8. Banking Law Requirements.................. 35 512.9. Borrowing Certificate..................... 35 -

1403 133 _

(iii) 513. CONDITIONS OF SUBSEQUENT BASE BORROWINGS.......... 36 513.1. Representations and Warranties............ 36 513.2. DPU Approval.............................. 36 513.3. Performance; No Default................... 36 514. CONDITIONS OF FIRST LENDING - STANDBY............. 37 514.1. Representations and Warranties . . . . . . . . . . . . 37 514.2. DPU Approval.............................. 37 514.3. Construction Permit....................... 38 514.4. Performance; No Default................... 38

- 514.5. Corporate Action.......................... 38 514.6. Proceedings and Documents . . . . . . . . . . . . . . . . . 38 514.7. Opinions of the Company's Counsel......... 38

_ 514.8. Banking Law Requirements.................. 39 514.9. Borrowing Certificate..................... 39

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515. CONDITIONS OF SUBSEQUENT STANDBY BORROWINGS OR EXIENSIONS........................................ 39 515.1. Representations and Warranties............ 39 515.2. DPU Approva1.............................. 39 515.3. Construction Permit....................... 40 515.4. Performance; No Default................... 40

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516 . AFFIRMATIVE COVENAN"'S . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

_ 516.1. Punctual Payment.......................... 41 516.2. Maintenance of Office..................... .

41 516.3. Records and Accounts...................... 41 516.4. Finc'.cial Statements, Certificates and ILiormation............................. 41 516.5. Business and Corporate Existence.......... 44 316.6. Payment of Taxes.......................... 44 516.7. Maintenance of Property. . . . . . . . . . . . . . . . . . . 45 516.8. Insurance................................. 45 516.9. Inspection of Properties and Books. . . . . . . . 45 516.10. Licenses and Permits...................... 45 516.11. Further Assurances........................ 46 516.12. Funding of Pension Plans . . . . . . . . . . . . . . . . . . 46 516.13.. Copies of Pension Plan Reports . . . . . . . . . . . . 46 516.14. Notice of Termination or Reportable Event. 46 516.15. Payment of Pension Benefits............... 46

- 516.16. Application for DPU Approval.............. 47 516.17. Continuance as Utility.................... 47

_ 517. CERTAIN NEGATIVE COVENANTS........................ 47 517.1. Indebtedness............................... 47 517.2. Liens..................................... 48 1403 134 8

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(iv) 517.3. Investments............................... 49 517.4. Distributions............................. 49 517.5. Merger, Consolidation or Sale of Assets... 50 -

517.6. No Leasebacks............................. 50 517.7. Ratio of Funded Indebtedness to Total Capitalization.......................... 50 _

517.8. Leases.................................... .

50 517.9. Ratio of Net Income to Interest Charges... 51 517.10. Ratio of Net Income to Interest Charges -

and Preferred and Preference Dividends.. 51 517.11. Pilgrim II ownership...................... 51 517.12. Terminate Pension Plans................... 51 -

517.13. Pension Plan Distribution................. 52

$17.14. No Subsidiaries........................... 52 518. EVENTS OF DEFAULT; ACCELERATION................... 52 -

519. NOTICE AND WAIVERS OF DEFAULT..................... 54 519.1. Noti c e o f De fault. . . . . . . . . . . . . . . . . . . . . . . . . 54 519.2. Waiverr of Default........................ 54

$20. REMEDIES ON DEFAULT, ETC.......................... 55 .

520.1. Rights of Lender.......................... 55 _

520.2. Set-Off................................... 55 521. THE AGENT......................................... 56 _

521.1. Duties in General......................... 56 521.2. Absence of Liabilities.................... 56 521.3. Lenders' Independent Credit Analysis...... 57 -

521.4. Distributions, Etc........................ 57 521.5. Payees of Notes........................... 57 521.6. Dual Capacity............................. 57 -

521.7. Agent's Fee............................... 57 522. EXPENSES.......................................... 58 _

523. SURVIVAL OF COVENANTS, ETC........................ 58 524. PARTIES IN INTEREST............................... 59 525. NCTICE, ETC....................................... 59 _

526. MISCELLANEOUS..................................... 61 e **

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e -

(v)

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527. ENTIRE AGREEMENT, ETC............................. 62 528. CONSENTS, AMENDMENTS, WAIVERS, ETC................ 62 529. AGREEMENT AS TO AGENT OR BROKERS.................. 63 F2HIBITS AND SCHEDULES

._ Exhibit A -

Form of Base Revolving Note Exhibit B -

Form of Base Term Note Exhibit C -

Form of Standby Revolving Note

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Exhibit D -

Form of Standby Term Note Exhibit E -

Form of Borrowing Certificate Exhibit F -

Form of Compliance Certificate Schedule 1 - Litigation 1403 136 amme m

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- BASE AND STANDBY REVOLVING CREDIT AND TERM LOAN AGREEMENT AGREEMENT dated as of July 31, 1979, by and among BOS-

_. TON EDISON COMPANY, a Massachusetts corporation (the Comca-ny), BANK OF MONTREAL, BANKERS TRUST COPEANY, BARCLAYS BANK

_ INTERNATIONAL, LTD., CONTINENTAL ILLINOIS NATIONAL BANK &

_ TRUST COFEANY OF CHICAGO, THE FIRST NATIONAL BANK OF BOSTON, MANUFACTURERS EANOVER TRUST COPEANY, MORGAN GUARANTI TRUST COBEANY OF NEW YORK, WELLS FARGO BANK, N.A., CHEMICAL EANK, IRVING TRUST COFEANY, PRUFUNDING, INC., UNITED CALIFORNIA BANK and CANADIAN ILEERIAL BANK OF COMMERCE (the Lenders).

51. DEFINITIONS. The following terms shall have the meanings respectively assigned to them below in this 51 or in the provisions of this Agreement and the Exhibits hereto referred to below;

$1.1. Agent -

The First National Bank of Boston acting as agent for the Lenders.

51.2. Alternate Base Rate -

1/2 of one percent above the latest three-week moving average interest

_ rate payable on 90 to 119 day dealer-placed co,mmercial paper as published weekly by the Federal Reserve Bank of New York or, if such publication or a substitute containing the above-described rate information is sus-pended or terminated, such three-week moving average interest rate as determined by the Agent based on quo-tations received by it from any three New York commer-cial paper dealers of recognized standing.

51.3. Base Closinc(s') - see 4.1.

51.4. Base Commitment - see 55.1.

51.5. Base Commitment Fee - see 55.3.

51.6. Base Conversion Date - the earlier of (i)

_ the Completion Date or (ii) July 31, 1987.

51.7. B_ase Rate - the rate of interest designated

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by the Agent from time to time as its Base Rate and us-ually charged by it on new 90-day unsecured loans to substantial and responsible borrowers.

!403 137

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s 51.8. Base Revolving Credit Loan (s) -

Loan (s) made or to be made to the Company as contemplated by 52.1 hereof. _

51.9. Base Revolving Note (s) - see 52.3.

51.10. Base Term Loan (s) - Loan (s) made or to be -

made to the CoTnpany as contemplated by 53.1 hereof.

51.11. Base Term Note (s) - see 53. -

51.12. Bond Rating - from time to time, the then current rating assigned by Moody's to the most recently _

issued series of the Company's First Mortgage Bonds un-der the Indenture.

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51.13. Borrowinc Certificate - see 512.9.

51.14. Business Dav - any day which is not a Sat-urday, Sunday or legaT~ holiday in the City of Boston. ~

51.15. Comnanv - see preamble.

51.16. Comuletion Date - the date as of which the Company is authorized by the NRC to commence commercial operation of Pilgrim II, as set forth in an operating -

License issued to the Company prior to or on such date.

51.17. Comuliance certificate - see 516.4(f). _

51.18. Construction Permit - a permit issued by the NRC, pursuant to 10 C.F.R. 50.23, authorizing the _

Company to proceed immediately with construction of Pilgrim II.

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51.19. DEU - the Massachusetts uepartment of Pub-lic Utilities and such ruccessor agsney or agencies as shall have responsibility for regulating the Company as -

an electric utility in the Commonwealth of Massachu-setts.

51.20. Default (s) - any of the events or condi- -

tions specified in 518 as to which notice or lapse of time or notice and lapse of time is required before such event or condition becomes an Event of Default, -

prior to such notice and/or lapse of time.

., 1403 138 _

51.21. Distribution -

mean- and includes (i) the declaration or payment of any dividend on or in respect of shares of any class of capital stock of the company, except dividends payable solely in shares of the Com-pany's common stock; and (ii) the purchase or other re-tirement by the Company, directly or indirectly, of any

._ shares of the Comp ny's capital stock of any class, or any other distribution paid on or in respect of shares of any class of capital stock of the Company.

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51.22. ERISA - means the Employees Retirement In-come Security Act of 1974, as amended from time to time.

51.23. Event (s) o_f Default - see S18.

51.24. FERC -

The Federal Energy Regulatory Com-mission and any successor entities having similar re-sponsibilities.

51.25. Final Standby Conversion Date - see 59.2.

_ S1.26. Final Standby Term Loan (s) - Loan (s) made or to be made to the Company as contemplated in 57.2 hereof.

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51.27. Final Standhv Term Note (s) -

see 57.2.

51.28. First Lendina - the first to occur of the First Lending-Base or the First Lending-Standby.

51.29. First Lending-Base -

the initial Base Re-volving Credit Loan made hereunder.

51.30. First Lending-Standby - the initial Standby

- Revolving Credit Loan made hereunder.

51.31. Funded Indebtedness - means (i) any obli-

_ gation in respect of money borrowed or credit received payable more than one year from the date of determina-tion thereof, including Base Term Loans, Standby Re-

~ volving Credit Loans and/or Standby Term Loans, but ex-cluding Base Revolving Credit Loans, and (ii) amounts equal to the aggregate net rentals required to be capi-talized on the Company's balance sheet under Generally Accepted Accounting Principles.

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51.32. Gene' rally Acceoted Accounting Principles -

means (i) in general, generally accepted accounting principles which are (I) consistent with the principles _

promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as at the time in effect, and (II) such that a certified public accoun- -~

tant would, insofar as the use of accounting principles is pertinent, be in a position to deliver an unquali-fied opinion as to financial statements in which such principles have been properly applied; and (ii) when -

used with reference to the company, such principles '

shall include (to the extent consistent with such prin-ciples) the accounting practices of the Company re- ~

flected in its financial statements for the year ended December 31, 1978, except as otherwise required by any applicable rules, regulations or orders of the DPU or other public regulatory adhority having jurisdiction over the accounts of the company provided that the Com-pany may at any time contest or controvert in good __

faith the validity or applicability to the Company of any such rule, regulation or order.

51.33. Guaranteed Pension Plan - means any pension

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plan maintained by the Company or to which it contrib-utes, which is required to pay plan termination insur-ance premiums to the Pension Benefit Guaranty Corpora- -

tion.

51.34. Indebtedness -

all indebtedness which in -

accordance with Generally Accepted Accounting Princi-ples shall be classified as. liabilities upon a balance sheet or to which reference should be made by footnotes --

.thereto, and in any event shall include all debt and other similar monetary obligations, whether direct or indirect, and all guaranties, endorsements (other than ._

endorsement of notes, b' ills and checks presented to banks for collection or deposit in the ordinary course of business) and other contingent obligations in re- _

spect of indebtedness of others, including any obliga-tions to supply funds to or in any other manner to in-vest, directly or indirectly, in the debtor, to pur- -

chase indebtedness, or to purchase goods, supplies, or services for the purpose of enabling the debtor to make payment of the indebtedness or to assure the owner of -

the indebtedness against loss, or otherwise.

51.35. Indenture - the Indenture of Trust and First Mortgage cared as-of December 1, 1940 between the -

1A05 140 _

ese

Company and State Street Trust Company (now State Street Bank and Trust Company), trusree, as supple-mented and amended.

51.36. Indeoendent Accountant - a firm of indepen-dent accountants selected by the Board of Directors of

_ the Company, which is " independent" as that term is de-fined in Rule 2-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission.

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51.37. Interim Exces_s_ 3alance - see 57.1.

51.38. Interim Standby Conversion Date(s) -

see

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59.2.

51.39. Interim Standby Term Loan (s) -

see 57.1.

51.40. Interim Standby Term Note (s) - see 57.1.

- 51.41. Investments - the aggregate of all expendi-tures made and all 1-1 abilities incurred (contingently or otherwise) for the acquisition of stock or Indebted-ness of, or for loans, advances, capital contributions or transfers of property to, or in respect of any guar-antees (or other' commitments as described under Indebt-

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edness), or obligations of, any Person, except trans-fers or deliveries made against receipt of full value in cash or made in the ordinary course of business. In determining the aggregate amount of Investments out-standing at any particular time (i) the amount of any Investment represented by a guarantee shall be taken at not less than the principal amount of the obligations guaranteed and still outstanding; (ii) there shall be included as an Investment all interest accrued with re-spect to Indebtedness constituting an Investment unless

- and until such interest is paid; (iii) there shall be deducted in respect of each such Investment any amount received as a return of capital (but only by repur-

_ chase, redemption, retirement, repayment, liquidating dividend or liquidating distribution); (iv) there shall not be deducted in respect of any Investment any

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amounts received as earnings on such Investment, wheth-er as dividends, interest or otherwise, except that ac-crued interest included as provided in the foregoing

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clause (ii) may be deducted when paid; and (v) there shall not be deducted from tlie aggregate amount of In-vestments any decrease in the value thereof.

_ .1403 141

51.42. Lenders - see preamble.

51.43. Lenders' Suecial Counsel - Messrs. Bingham, _

Dana & Gould of Boston, Massachusetts, or such other counsel as may be approved by the Lenders.

51.44. Loans - collectively, the Base Revolving Credit Loans, the Base Term Loans, the Standby Revolv-ing Credit Loans and the Standby Term Loans. _

51.45. Moody's - Moody's Investors service, Inc.,

or L y successor. _.

51.46. Note (s) - collectively, the Base Revolving Notes, the BEse Term Notes, the Standby Revolving Notes and the Standby Te m Notes. -

51.47. NRC - the United States Nuclear Regulatory Commission anc such successor agencies as shall have _

responsibility for licensing or regulating nuclear pow-er generating plants.

51.48. obligations - all Indebtedness to the Lend- .

ers, individually or collectively, existing on the date of this Agreement or arising thereafter, direct or in- -

direct, joint or several, absolute or contingent, ma-tured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or -

otherwise, of the Company arising or incurred under this Agreement or in respect of Loans made and any Notes or other instruments at any time evidencing any thereof. -

51.49. officer's Certificate - a certificate, signed by the chairman of the Board, President, Execu- --

tive Vice President or any Senior Vice President and by the Treasurer, principal financial officer or any As-sistant Treasurer of the Company. _

51.50. ocerating License - a final license issued to the Company by the NRC, pursuant to 10 C.F.R. 50.22, _

authorizing the Company to commence commercial opera-tion of Pilgrim II.

51.51. Outstanding - when used with reference to the aggregate balance of any or all of the Loans or Notes, means and includes, as at any date of determina- -

tion, the unpaid principal in respect of such Loans or Notes.

!403 142

9W8 51.52. Ownershio Acreement -

the Agreement for Joint Ownership, Construction and Operation of Pilgrim Unit No. 2, dated October 13, 1972, between. and among

_ the Company and the other utility companies named therein, as amended to date.

51.53. Pension Benefit Guaranty Corocration - the Pension Benefit Guaranty Corporation created by 54002 of ERISA and any successor entities having similar re-sponsibilities.

$1.54. Person - any individual, corporation, part-nership, trust, unincorporated association, joint stock company or other legal entity or organication and any government or agency or political subdivision thereof.

,51.55. Pilcrim II -

Pilgrim Nuclear Generating Station, Unit 2, the nuclear power electricity generat-ing plant proposed to be constructed by the Company in

_, Plymouth, Massachusetts.

51.56. Rental Obligations - all present or future obligations of the Company under rental agreements or leases of real or personal property.

51.57. Secured Note Security Acreement - the Re-conveyance, Mortgage and Security Agreement dated De-cember 19, 1975 between the Company and the secured creditors of the Company named therein, securing pay-ment of the Company's 11 1/4% Secured Notes due Novem-ber 15, 1985.

51.58. Standby Closing (s) -

each closing of a Standby Revolving Credit Loan made pursuant to 56.

_. 51.59. Standby Commitment - see 59.1.

51.60. Standby Commitment Amount -

see 59.4(a).

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51.61. Standbv Commitment Fee - see 59.4.

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51.62. Standby Revolving Credit Loan (s) - Loan (s) made or to be made to the Company as contemplated by rt6.1 hereof.

51.63. Standby Revolving Note (s) - see 56.

51.64. Standby Term Loan (s) -

collectively, the Interim Standby Term Loans and the Final Standby Term Loans.

_ 1403 143

51.65. Standby Term Note (s) -

collectively, the Interim Standby Term Notes and the Final Standby Term Notes. . _

51.66. Subsidiary -

any corporation, association or other business entity, a majority (by number of ~

votes) of the outstanding voting Stock of which is at the time owned or controlled by the company, or by one or more Subsidiaries of the Company or by the Company -

and one or more Subsidiaries of the Company and which is included in the Company's consolidated balance sheet.

51.67. Total Canitalization - the sum of (i) Fund-ed Indebtedness of the company and (ii) the aggregate of all classes of capital stock (but excluding treasury -

stock and capital stock subscribed and unissued), pre-miums on capital stock and surplus (including retained earnings, surplus invested in plant and the balance of _

the current profit and loss account not transferred to surplus, but net of all capital stock expense) of the Company, as the same properly appear on a balance sheet _

of the Company prepared in accordance with Generally .

Accepted Accounting Principles, less the sum of:

(a) the total book value of all assets of the company which should be treated as intangibles under Generally Accepted Accounting Principles in-cluding without limitation, such items as good -

will, trademarks, trade names, service marks, brand names, ccpyrights, patents and licenses, and rights' with respect to the foregoing, except for -

such assets as are reflected in the Company's bal-ance sheet at December 31, 1978, referred to in 510.4, and -

(b) all amounts representing any write-up in the book value of any assets of the company re- _

sulting from a revaluation thereof subsecuent to December 31, 1978.

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51.68. voting Stock - stock or similar interests, of any class or classes (however designated), the hold-ers of which are at the time entitled, as such holders, to vote for the election of a majority of the directors (or persons performing similar functions) of the corpo-ration, association or other business entity involved, whether or not the right so to vote exists by reason of the happening of a contingency.

9 1403 144 -

52. BASE REVOLVING CREDIT.

52.1. Commitment to Lend. subject to the terms and conditions hereinaftTr set forth, each of the Lend-ers agrees to lend to the Company on or before the Base Conversion Date, upon notice by the Company pursuant to 54.1, from time to time (but not prior to satisfaction of the condition precedent set forth in 512.2), an amount (a Base Revolving Credit Loan, or if there are

_ more than one, Base Revolvinc Credit Loans) equal to the amount of its respective commitment percentage as set forth in 55.1 hereof of the aggregate principal

~ amount of the Base Revolving Credit Loan requested by the Company, orovided that in no event shall the aggre-gate principal Outstanding balance of all Base Revolv-ing Credit Loans exceed at any one time $125,000,000.

52.2. Advances. Each Base Revolving Credit Loan to the Company hereunder shall be in an aggregate amount of $5,000,000 or multiples thereof, and each of the Lenders will lend to the Company its respective commitment percentage of such aggregate amount.

52.3. Base Revolvina Notes. The Base Revolving Credit Loans shall be evidenced by separate pronissory

~ notes of the Company substantially in the form of Ex-hibit A with appropriate insertions (each of which Ts herein called a Base Revolving Note and all of which at any time outstanding are together called the Base Re-volvine Notes), one Base Revolving Note being paya5Te to the order of each Lender in a principal amount equal to such Lender's respective Base Revolving Credit Loan commitment as set forth in 55.1 or such lesser amount as each of the Lenders may lend to the Company from time to time pursuant to 52 of this Agreement. Each Base Revolving Note shall be dated the date of the First Lending-Base and shall be stated to mature on the earlier of the Completion Date or July 31, 1987. Each Base Revolving Note shall bear interest payable monthly in arrears and at maturity in arrears at a rate per an-num which shall be the percentage determined in accor-

._ dance with the next succeeding sentence of whichever is the higher of the Base Rate or the Alternate Base Rate in effect from time to time on all amounts of the Out-standing principal thereof. The percentage provided for in the last preceding sentence shall be 104% if the Bond Rating in effect is Baa (or its then equivalent) or higher, or 107% if such Bond Rating is Ba (or its then equivalent) or lower or if the Bond Rating has been suspended. Overdue principal shall bear interest

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1403 145

at the rate provided for in the two preceding senten-ces, plus 1%, payable on demand. Any change in the in-terest rate resulting from a change in the Bond Rating, _

the Base Rate or the Alternate Base Rate is to be ef-fective at the beginning of the business day on which each such change in the Bond Rating, the Base Rate or ~

the Alternate Base Rate occurs. The Agent will give the company and each of the Lenders prompt notice in writing of each change in the Base Rate of the Agent, -

and the effective date of such change; the Agent will also so notify the Company and each of the Lenders at such time as the Alternate Base Rate equals or exceeds the Base Rate, and, for so long as the Alternate Base -

Rate is equal to or higher than the Base Rate, of each change in the Alternate Base Rate and the effective date of such change. The Company will give the Agent -

and each of the other Lenders prompt notice in writing of each change in the Bond Rating and the effective date of such change. _.

52.4. Termination of Base Credit. If any one or more of the Events of De 6 ult specified in 518(a), (b), _

(c), (f), (g), (h) or (i) shall occur, any unused por- .

tion of the credit hereunder shall forthwith terminate, and each of the Lenders shall be relieved of all obli-gations to make Base Revolving Credit Loans.to the Com- ~

pany; or if any other Event of Lafault shall have oc-curred and be continuing, or if at the time for any Base closing the conditions -precedent thereto are not -

satisfied (except as a consequence of a default on the part of any of the Lenders), the Agent, upon the writ-ten or telephonic (confirmed in writing) request of -

Lenders holding at least 66-2/3% in aggregate unpaid principal amount of the Base Revolving Notes, or, if there is no unpaid principal amount wirh respecu to _

the Base Revolving Notes, Lenders which have at least 66-2/3% in amount of the Base Commitment, shall, by no-tice in writing to the Company, terminate the unused _

portion of the credit hereunder, and upon such notice being given, such unused portion of the credit hereun-der shall terminate immediately and each of the Lenders ~

shall be relieved of all further obligations to make Base Revolving Credit Loans to the Company hereunder.

If any such notice is given to the Company, the Agent -

will forthwith furnish a copy thereof to each of the Lenders. No termination of the credit hereunder shall relieve the Company of any of its existing obligations to the Lenders hereunder or elsewhere.

52.5. Precavment. The Company shall have the right at any t1=e to prepay the Base Revolving Notes as .

1403 146 _

a whole, or in part, without premium or penalty, upon not less than three Business Days' written, telegraphic or telephonic notice confirmed in writing to the Agent,

_ provided that (i) each partial prepayment shall be in the aggregate principal amount of SS,000,000 or a mul-tiple thereof; and (ii) each partial prepayment shall

._ be allocated among all of the Lenders, in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender's Base Revolving Note,

~

with adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion.

Amounts constituting prepayments of Base Revolving Notes may be reborrowed subject to the provisions of 52.1 and the other terms and conditions of this Agree-ment. The Agent shall promptly upon receipt of any such notice notify the Lenders of the substance there-

- of.

53. BASE TERM LOANS.

53.1. Conversion of Base Revolvina Notes; Base Term Loans. On the Bast Conversion Date, the Company

,_ shall, at its option, either (i) pay in full the then Outstanding balance of the Base Revolving Credit Loans, or (ii) convert such portion of the then outstanding

~

balance of each of the Base Revolving Notes as it ei-ects (provided that such portion shall be an equal per-centage of the Outstanding balance of each of the Base Revolving Notes) into a term loan in an amount equal to the amount of each Base Revolving Note Outstanding so converted (a Base Term Loan, or collectively, Base Term Loans), and pay in full the amount of the Outstanding balance of the Base Revolving Credit Loans not so con-verted. Base Term Loans shall be evidenced by separate term promissory notes substantially in the form of Ex--

_ hibit B_, with appropriate insertions, (each of which Ts herein called a Base Term Note and all of which are to-gether called the Base Term Notes). If the Company has

_ elected to pay in full the Base Revolving Credit Loans, then, on the Base Conversion Date, the Company shall pay to the Lenders the amount of each Base Revolving

~

Note Outstanding, together with all interest accrued to such date on the Base Revolving Notes and any Base Com-mitment Fee payable to the Lenders pursuant to 55.3 hereunder, and upon such payment, each Lender shall surrender to the Company its Base Revolving Note so paid. If the company has elected to convert, in whole or in part, the Base Revolving Notes, then, on the Base Conversion Date, the Company shall pay to the Lenders

?

1403 147

the amount, if any, of the then Outstanding balance of the B".se Revolving Credit Loans not so converted, to-gether with all interest accrued to such date on the ~

Base Revolving Notes and any Base Commitment Fee pay-able to the Lenders pursuant to 55.3 hereunder, and upon such payment, subject to the conditions set forth in 513 hereof, each Lender shall surrender to the Com- -

pany its Base Revolving Note so converted and/or paid against receipt of a Base Term Ncte evidencing the amount of such Base Revolving Note Outstanding so con- -

verted. The Ccmpany shall give not less than ten Busi-ness Days' written, telegraphic or telephonic notice to the Agent, prior to the Base Conversion Date, of its -

election under this 53.1.

53.2. Base Term Notes. If the Company has elec- _.

ted to convert the Base Revolving Credit Loans under 53.1, one Base Term Note shall be payable to each Lend-er in the aggregate principal amount determined in ac- _

cordance with the provisions of 53.1, and shall be dat-ed the Base Conversion Date. Each Base Term Note shall be payable in four consecutive, substantially equal an- -

nual installments, with the first such installment due '

and payable on the first anniversary of the Base Con-version Date. Each Base Term Note shall bear interest at a rate per annum vidch shall be the percentage -

(based on the Bond Rating at th : beginning of business on the Base Conversion Date) determined in accordance with the next succeeding sentence of whichever is the -

higher of the Base Rate or the Alternate Base Rate in effect from time to time. The percentage provided for in the last preceding sentence shall be 113% if the _

Bond Rating in effect at the beginning of business on the Base Conversion Date is A (or its then equivalent) or higher, 115% if such Bond Rating is Baa (or its then _

equivalent), or 116% if such Bond Rating is Ba (or its then equivalent) or lower or if the Bond Rating has been suspended. Interest on each Base Term Note shall ~'

be payable monthly in arrears on the first day of each month, commencing on the first day of the month follow-ing the month in which the Base Conversion Date occurs, ~

and at maturity in arrears. Overdue principal shall bear interest at the rate provided for above, plus 1%,

payable on demand. Any change in the interest rate re-sulting from a change in the Base Rate or the Alternate -

Base Rate is to be effective at the beginning of the business day on which such change in the Base Rate or the Alternate Basc Rate occurs. The Agent will give -

the Company and each of the Lenders prompt notice in writing of each change in the Base Rate of the Agent, and the effective date of such change; the Agent will .

1403 148

also so notify the Company and each of the Lenders at such time as the Alternate Base Rate equals or exceeds the Base Rate, and, for so long as the Alternate Base

- Rate is equal to or higher than the Base Rate, of each change in the Alternate Base Rate and the effective date of such change.

53.3. Precavment. The Company shall have the right at any time to prepay the Base Term Notes as a whole, and from time to time to prepay the Base Term Notes in part, without premium or penalty, upon not less thr_n three Business Days ' written or telegraphic

~

notice to the Agent, Drovided that (i) each partial prepayment shall be in the aggregate principal amount of $10,000,000 or a multiple thereof; (ii) on each such prepayment the Company shall pay accrued interest on the principal so prepaid to the date of such prepay-ment; (iii) each partial prepayment with respect to the Base Term Notes shall be applied to the then next ma-

_ turing installment or installments of principal of the Base Term Notes in order of their maturity; and (iv) each partial prepayment. shall be allocated among all of

._ the Lenders in proportion, as nearly as practicable, to the respective unpaid principal amount of each Lender's Base Term Note, with adjustments to the extent practic-able to equalize any prior prepayments not exactly in proportion. Each Lender shall endorse the Base Term Note held by it with an appropriate notation evidencing each partial prepayment of principal made thereon.

54. CLOSINGS OF BASE REVOLVING CREDIT LOANS.

54.1. Notice. Each closing of a Base Revolving Credit Loan hereunder (Base Closincs) shall take place at the head office of the Agent, 100 Federal Street,

- Boston, Massachusetts 02110, on such date, on or prior to the Base Conversion Date, as the Company shall have specified by not less than three Business Days' prior

_ written, telegraphic or telephonic notice to the Agent, which shall specify the aggregate amount proposed to be borrowed at the Base Closing. The Agent, on the date of receipt of any such notice or on the next Business Day, shall notify each of the Lenders thereof.

54.2. Funds for Base Closinc's. Not later than 11 o' clock a.m. (Boston time) on t2e date of each Base Closing, each of the Lenders will make available at tb.e Agent's head office, in immediately available funds, 1403 149

the amount to .be loaned by it at the Base '; losing. _

Upon receipt from each Lender of the amount of its Base Revolving Credit Loan, and upon receipt of the docu-ments required by 5 512 and 13 hereof, to the extent ap- ..

plicable, the Agent will make the aggregate amount of the Base Revolving Credit Loan available to the Compa-ny. _

54.3. Failure to Make Funds Available. The fail-ure or refusal of any of -Jie Lenders to make available to the Agent at the aforesaid time at any Base Closing -

the. amount of the Base Revolving Credit Loan to be made by such Lender thereat shall not relieve the other Lenders from their several obligations hereunder to -

make Base Revolving Credit Loans, within the amounts of the Base Revolving Credit Loan commitment percentage of each Lender, as set forth in 55.1, at such Base Closing -

or at any subsequent Base Closing.

54.4. Comcutations; Funds for Pavments. All com- .

putations hereunder; whether of interest on the Base Revolving Credit Notes or the Base Term Notes or of the Base Commitment Fee, shall be computed on the basis of -

a 360-day year and a 30-day month. The outstanding -

amount of the Base Revolving Credit Loans and the Base Term Loans as reflected on the Agent's: records from -

time to time shall be considered correct and binding on the Company unless within 20 Business Days after re-ceipt of any notice by the Agent of such Outstanding amount, the Company notifies- the Agent to the contrary. -

All proceeds of Base Revolving Credit Loans and Base Term Loans, payments and prepayments hereunder (whether -

of principal, interest or Base Commitment Fee, or the -

Agent's fee provided for in 521.7) shall be made in immediately available funds.

55. BASE COMMITMENT.

55.1. Amount of Base Ccmmitments. The respective _

amount of each Lender's Base Revolving Credit Loan com-mitment (the total of such amounts, as reduced from time to time pursuant to 55.2, being hereinafter refer-

red to as the Base Commitment) and its respective com-mitment percentage shall be as follows:

1403 150 _

e 0" e*%>

Amount of Base Base Revolving Credit Commitment Lender Loan Commitment Percentace

~

Bank of Montreal S 12,500,000 10%

Bankers Trust Company 12',500,000 10 Barclays Bank Interna-

_ ticnal, Ltd. 12,500,000 10 Continental Illinois

~ National Bank & Trust Company of Chicago 12.,500,000 10

~

The First National Bank of Boston 12,500,000 10 Manufacturers Hanover Trust Company 12,500,000 10 Morgan Guaranty Trust

- Company of New York 12,500,000 10 Wells Fargo Bank, N.A. '8,750,000 7 Chemical Bank 6,250,000 5 Irving Trust Company 6,250,000 5 PruFunding, Inc. 6,250,000 5

~

United California Bank 6,250,000 5 Canadian Imperial Bank of Commerce 3,750,000 3 Total: S125,000,000 100%

55.2. Reduction and Termination by Comoanv. The Company, at its option, may, at any time and from time to time, reduce in part pro rata (in multiples of

. $10,000,000) or terminate in " hole the total commitment of the Lenders provided for in 55.1 on not less than 90 days' (or 30 days', if given prior to issuance of the

~ order of the DPU referred to in 512.2) notice in writ-ing, telegraphic or telephonic notice confirmed in writing to the Agent, provided, however, that the Com-

~

pany may not reduce or terminate the commitment of the Lenders provided for in 55.1 pursuant to this 55.2 un-less the Lenders' total standby commitment provided for 1403 151

in 59 has previo'usly been terminated in full. Promptly after receiving any notice of the company delivered pursuant to this 55.2, the Agent will notify the Lend-ers of the substance thereof.

55.3. Base Commitment Fees. The Company will pay _

to the Agent for the respective accounts of the Lend-ers, in accordance with the specified percentage of each, monthly in advance with the first such payment due on the date of execution hereof and subsecuent pay- ~

ments due on the corresponding date in succeeding months until such time as the First Lending shall have occurred, and thereafter in arrears on December 31, -

March 31, June 30 and September 30 of each year, and on the Base Conversion Date, a commitment fee (Base Com-mitment Fee) at the rate of 1/2 of 1% per annum on the -

cally average amount during the period from the date hereof, or from the end of the period for which the last such fee was paid, by which the Base Commitment exceeded' the outstanding and unpaid Base Revolving Credit Loans, trovided, that, during the period such commitment fee is required to be paid monthly in ad- _

vance, it shall be payable with respect to the entire .

Base Commitment. The Base Commitment Fee shall accrue from the date hereof and be payable as provided by this 55.3, notwithstanding failure by the company to satisfy -

the condition precedent to the First Lending -

Base specified in 512.2 hereof.

56. STANDBY REVOLVING CREDI5.

56.1. Commitment to Lend. Subject to the terms -

and conditions hereinaftTr set forth, each of the Lend-ers agrees to lend to the Company on or before the Fi-nal Standby conversion Date (as defined in 59.2 below) --

upon notice by the Company pursuant to 58, from time to time (but not prior to satisfaction of the conditions precedent set forth in 5514.2 and 14,3, and in any event not prior to July 31, 1981), an amount (a Standby Revolvinc Credit Loan, or if there are more than one, standby Revolving Credit Loans) equal to the amount of .'.

Its respective commitment percentage as set forth in 59.1 hereof of the aggregate principal amount of the Standby Commitment (as defined in 59.1) requested to be -

loaned by the Company, trovided that in no event shall the aggregate principal outstanding balance of all Standby Revolving Credit Loans exceed at any one time

$375,000,000, or such lesser amount as is provided for -

in 59.2. - -

56.2. Advances. Each Standby Revolving Credit -

Loan to the Company hereunder shall be in an aggregate 140' 162

~

amount of $10,000,000 or multiples thereof, and each of the Lenders will lend to the Company its respective commitment percentage of such aggregate amount.

56.3. Standbv Revolvina Notes. The Standby Re-volving Credit Loans shall be evidenced bv separate

_ promissory notes of the company substantially in the form of Exhibit -C with appropriate insertions (each of

~

which is herein called a Standbv Revolvinc Note and all

~

of which at any time outstanding are together called the Standbv Revolvina Notes), one Standby Revolving Note being payable to the order of each Lender in a principal amount ecual to such Lender's respective per-centage of the total initial Standby Revolving Credit Loan commitments as set forth in 59.1, or such lesser amount as each of the Lenders may lend to the Company from time to time pursuant to 56 of this Agreement.

Each Standby Revolving Note shall be dated the date of the First Lending-S1andby and shall be stated to mature on the Final Standry Conversion Date. Each Standby Re-volving Note shal?. bear interest payable monthly in ar-rears and at maturity in arrears at a rate per annum

~

which shall be -ha percentage determined in accordance with the next succeeding sentence of whichever is the higher of the Base Rate or the Alternate Base Rate in effect from time to time on all amounts of the Out-standing principal thereof. The percentage provided for in the last preceding sentence shall be 110% if the Bond Rating in effect is A (or its then equivalent) or higher, 113% if such Bond Rating is Baa (or its then equivalent), or 115% if such Bond Rating is Ba (or its then equivalent) or lower or if the Bond Rating has

- been suspended. Overdue principal shall bear interest at the rate provided for in the preceding two senten-ces, plus 1%, payable on demand. Any change in the in-

_ terest rate resulting from a change in the Bond Rating, the Base Rate or the Alternate Base Rate is to be ef-fective at the beginning of the business day on which each such change in the Bond Rating, the Base Rate or the Alternate Base Rate occurs. The Agent will give the Company and each of the Leaders prompt notice in

~

writing of each change in the Base Rate of the Agent, and the effective date of such change; the Agent will also so notify the Company and each of the Lenders at such time as the Alternate Base Rate equals or exceeds the Base Rate, and, for so long as the Alternate Base Rate is equal to or higher than the Base Rate, of each change in the Alternate Base Rate and the effective date of such change. The Company will give the Agent and each of the other Lenders prompt notice in vriting 1403 153

of each change 'in the Bond Rating and the effective date of such change.

~

56.4. Termination of Standbv Credit. If any one or more of the Events of Default specified in 518(a),

(b), (c), (f), (g), (h) or (i) shall occur, any unused ~

portion of the credit hereunder shall forthwith termin-ate, and each of the Lenders shall be relieved of all obligations to make Standby Revolving Credit Loans to the Company; or if any other Event of Default shall -

have occurred and be continuing, or if the construction Permit shall have been terminated, revoked or suspend-ed, or if at the time for any Standby closing the con- -

ditions precedent thereto are not satisfied (except as a consequence of .a default on the part of any of the Lenders), the Agent, upon the written or telephonic -

(confirmed in writing) reques*, of Lenders holding at least 66-2/3% in aggregate unpaid principal amount of the Standby Revolving Notes, or, if there is no unpaid _

principal amount with respect to the Standby Revolving Notes, Lenders which have at least 66-2/3% in amount of the Standby Commitment, shall, by notice in writing to ~

the Company, terminate the unused portion of the credit .

hereunder, and upon such notice being given, such un-used portion of the credit hereunder shall terminate ~

immediately and each of the Lenders shall be relieved of all further obligations to make Standby Revolving Credit Loans to the Company hereunder. If any such no-tice is given to the Company, the Agent will forthwith -

furnish a copy thereof to each of the Lenders. No ter-mination of the credit hereunder shall relieve the Com-pany of any of its existing obligations to the Lenders -

hereunder or elsewhere.

56.5. Prenavment. The Company shall have the _

right at any time to prepay the Standby Revolving Notes as a whole, or in part, without premium or penalty, upon not less than three Business Days' written, tele- _

graphic or telephonic notice confirmed in writing to the Agent, provided that (i) each partial prepayment shall be in the aggregate principal amount of _

SS,000,000 or a multiple thereof; and (ii) each partial prepayment shall be allocated among all of the Lenders, in proportion, as nearly as practicable, to the respec- ~

tive unpaid principal amount of each Lender's Standby Revolving Note, with adjustments to the extent practic-able to equalize any prior prepayments not exactly in proportion. Amounts constituting optional prepayments -

of Standby Revolving Notes may be reborrowed subject to the provisions of 56.1 and the other terms and condi-tions of this Agreement. Additionally, as provided in -

IdO3 !b4 _

[7.1 below, the Company is obligated to and shall pre-pay the Standby Revolving Notes to the extent provided in 57.1. The Agent shall promptly upon receipt of any notice from the Company pursuant to this 56.5 notify the Lenders of the substance thereof.

57. STANDBY TERM LOANS.

57.1. Interim Partial Conversion g Standby Re-

_ volvinc Notes; Interim Standby Term Loans. On eacn In-terim Standby Conversion Date (as defined in 59.2), the Company shall, at its option, either (i) pay in full

~

the amount by which the then Ot:tstanding balance of the Standby Revolving Credit Loans exceeds the Standby Com-mitment as reduced as of such Interim Standby Conver-sion Date pursuant to 59.2 (such amount being hereinaf-ter referred to as an Interim Excess Balance) or (ii) convert such portion of the Interim Excess Balance with respect to each Standby Revolving Note as it elec'ts (provided that such portion shall be an equal percent-age of the Outstanding balance of each of the Standby Revolving Notes) into a term loan in an amount equal to the amount of the Interim Excess Balance with respect to each Standby Revolving Note so converted, and pay in full the amount of the Interim Excess Balance not so

_ converted or (iii) if there is no Interim Excess Bal-ance, convert such portion of the then outstianding bal-ance of each of the Standby Revolving Notes as it elects (provided that such portion shall be an equal percentage of the Outstanding balance of each of the Standby Revolving Notes and provided, further, that the total amount so to be converted shall not exceed the amount by which the Standby Commitment is reduced on such Interim Standby Conversion Date pursuant to 59.2) into a term loan in an amount equal to the amount of each Standby Revolving Note Outstanding so converted (any term loan made pursuant to clause [ii] or (iii]

hereof being referred to herein as an Interim Standby

- Term Loan or, collectively, Interim Standby Term Loans). If, as of any Interim Standby Conversion Date, there is an Interim Excess Balance which is less than

._ the amount by which the Standby Commitment is required to be reduced on such Interim Standby Conversion Date pursuant to 59.2, then the company may borrow an addi-

~

tional amount pursuant to 56.1 which, when added to the Outstanding balance of the Standby Revolving Credit Loans immediately prior to such borrowing, will not ex-ceed the amount of the Standby Commitment immediately prior to the required reduction in such Standby Commit-ment effective on such Interim Standby Conversion Date pursuant to 59.2, and convert the entire amount of the resulting Interim Excess Balance into Interim Standby 1403 ISS

Term Loans pursuant to clause (ii) of the last preced-ing sentence. Any Interim Standby Term Loans shall be evidenced by separate term promissory notes substan- _

tially in the form of ExMhit D, with appropriate in-certions, (each of which is herein called an Interin Standby Term Note and all of which are together called _

the Interim Standby Term Notes ) . If the Company has elected to pay in full the. Interim Excess Balance as of any Interim Standby conversion Date, then, on such In-terim Standby Conversion Date the Company shall pay to -

the Lenders the amount of such Interim Excess Balance, together with all interest accrued to such date on such Interim Excess Balance and any Standby Commitment Fee ~

payable to the Lenders pursuant to 59.4 hereunder, and upon such payment, each Lender shall endorse the Stand-by Revolving Note held by it with an appropriate nota- -

tion evidencing the amount of the outstanding balance thereof so paid. If the Company has elected to con-vert, in whole or in part, the Interim Excess Balance ._

as of any Interim Standby Conversion Date, then, on such Interim Standby conversion Date, the Company shall pay to the Lenders any amount of such Interim Excess _

Balance not so converted, together with all interest .

accrued to such date on such Interim Excess Balance, together with any Standby Commitment Fee payable to the Lenders pursuant to 59.4 hereunder, and upon such pay- ~

ment, each Lender shall endorse the Standby Revolving Note held by it with an appropriate notation evidencing the amount of the outstanding balance thereof so paid -

and/or converted. If the Company has elected, pursuant to clause (iii) of the first sentence of this 57.1, to convert, in whole or in part, the then outstanding bal- -

ance of the Standby Revolving Notes as of any Interim Standby Conversion Date, then on such Interim Standby conversion Date, the Company shall pay to the Lenders _

all interest accrued to such date on the amount so con-verted, together with any Standby Conmitment Fee pay-able to the Lenders pursuant to 59.4 hereunder, and _

upon such payment, each Lender shall endorse the Stand-by Revolving Note held by it with an appropriate nota-tion evidencing the amount of the outstanding balance _

thereof so converted. The Company shall give not less than ten Business Days' written, telephonic or tele-graphic notice to the Agent, prior to each Interim ~'

Standby conversion Date, of its election under this 57.1. The Lenders shall not be obligated to make any Standby Revolving Credit Loan pursuant to the second

~

sentence of this 57.1 unless the Company complies with the provisions of 556, 8, and 14-with respect to such Standby Revolving Credit Loan.

1403 156 -

57.2. Final. Conversion of Standby Revolving Notes; Final Standby Term Loans. On the Final Standby Conver-sion Date (as defined in 59.2) the Company shall, at

- its option, either (i) pay in full the then -'utstanding balance of the Standby Re'rolving Credit Loans, or (ii) convert such portion of the then Outstanding balance of

,_ each of the Standby Revolving Notes as it elects (cro-vided that such portion shall be an equal percentage of the outstanding balance of each of the Standby Revolv-

~

ing Notes) into a term loan in an amount equal to the amount of each Standby Revolving Note Outstanding so converted (a Final Standby Term Lotn or, ccllectively, Final Standbv Term Loans), and pay in full the amount of the Outstanding balance of the Standby Revolving Credit Loans not so converted. Final Standby Term Loans shall be evidenced by separate term promissory notes substantially in the form of Exhibit D, with ap-propriate insertions, (each of which is herein called a Final Standby Term Note and all of which are together

_ called the Final Standby Term Notes). If the Company has elected to pay in- full the Standby Revolving Credit Loans, then, on the Final Standby Conversion Date, the

_ Company shall pay to the Lenders the amount of each Standby Revolving Note Outstanding, together with all interest accrued to such date on the Standby Revolving

~

Notes and any Standby Commitment Fee payable to the Lenders pursuant to 59.4 hereunder, and upon such pay-ment, subject to the conditions of 515 hereof, each Lender shall surrender to the Company its Standby Re-volving Note so paid. If the Company has elected to convert, in whole or in part, the Standby Revolving Notes, then, on the Final Standby Conversion Date, the Company shall pay to the Lenders the amount, if any, of the then outstanding balance of the Standby Revolving Credit Loans not so converted, together with all inter-

- est accrued to such date on the Standby Revolving Notes, and any Standby Commitment Fee payable to the Lenders pursuant to 59.4 hereunder, and upon such pay-

_. ment, subject to the conditions set forth in 515 here-of, each Lender shall surrender to the Company its Standby Revolving Note so converted and/or paid against

~

receipt of a Final Standby Term Note evidencing the amount of such Standby Revolving Note Outstanding so converted. The Company shall give not less than ten

~~

Business Days' written, telegraphic or telephonic no-tice to the Agent, prior to the Final Standby Conver-sion Date, of its election under this 57.2.

57.3. Standby ferm Notes. If the Company has elected to convert the Standby Revolving Credit Loans under 57.1, one Interim Standby Term Note shall be pay-

- able to each Lender in the aggregate principal amount

_ 1403 157

determined in accordance with the provisions of 57.1 with respect to each such conversion, and shall be dat-ed the Interim Standby conversion Date to which it re- _

lates. If the Company has elected to convert the Standby Revolving credit Loans under 57.2, one Final Standby Term Note shall be payable to each Lender in the aggregate principal amount determined in accordance -

with the provisions of 57.2, and shall be dated the Fi-nal Standby conversion Date. (The Interim Standby Term Notes and the Final Standby Term Notes are hereinafter -

collectively referred to as the Standby Term Notes . )

Each Standby Term Note shall b'e payable 2.n four consec-utive, substantially equal annual installments, with -

the first such installment due and payable on the ear-lier of (i) the first anniversary of the Completion Date, or (ii) July 29, 1988. Each Standby Term Note .-

shall bear interest at a rate per annum which shall be the percentage (based on the Bond Rating at the begin-ning of business on the relevant Interim Standby Con- _

version Date, in the case of Interim Standby Term Notes, or the Final Standby Conversion Date, in the case of Final Standby Term Notes) determined in accor-dance with the next succeeding sentence of whichever is .

the higher of the Base Rate or the Alternate Base Rate in effect from time to time. The percentage provided for in the last preceding sentence 3nall be 113% if the -

Bond Rating in effect at the beginning of business on the relevant Interim Standby Conversion Date, or the Final Standby Conversion Date, as the case may be, is A -

(or its then equivalent) or higher, 115% if such Bond Rating is Baa (or its then equivalent), or 116% if such Bond Rating is Ba (or its then equivalent) or lower or -

if the Bond Rating has been suspended. Interest on each Standby Term Note shall be payable monthly in ar-rears on the first day of each month, commencing, in ._

the case of Interim Standby Term Notes, on the first day of the monrh following the month in which the rele-vant Interim Standby Conversion Date occurs, and in the _

case of Final Standby Term Notes, on the first day of the month following the month in which the Final Stand-by Conversion Date occurs, and at maturity in arrears. ~

Overdue principal shall bear interest at the rate or rates provided for above, plus 1%, payable on demand.

Any change in the interest rate resulting from a change in the Base Rate or the Alternate Base Rate is to be -

effective at the beginning of the business day on which each such change in the Base Rate or the Alternate Base Rate occurs. The Agent will give the Company and each' '-

of the Lenders prompt notice in writing of each change in the Base Rate of the Agent, and T.he effective date 1403 158

of such change; . the Agent will also so notify the Com-pany and each of the Lenders at such time as the Alter-nate Base Ra e equals or exceeds the Base Rate, and, for so long as the Alternate Base Rate is equal to or higher than the Base Rate, of each change in the Alter-nate Base Rate and the effective date of such change.

57.4. Precavment. The Company shall have the right at any time to prepay the Standby Term Notes as a

~

whole, and from time to time to prepay the Standby Term Notes in part, without premium or penalty, upon not less than three Business Days' written, telegraphic or telephonic notice to the Agent, provided that (i) each partial prepayment shall be in the aggregate principal amount of S10,000,000 or a multiple thereof; (ii) on each such prepayment the Company shall pay accrued in-terest on the principal so prepaid to the date of such prepayment; (iii) each partial prepayment with respect to the Standby Term Notes shall be applied to the in-stallment or installments of principal of such of the Standby Term Notes as the Company shall in its discre-tion determine; and (iv) each partial prepayment shall

_ be allocated among all of the Lenders in proportion, as nearly as practicable, to the respective unpaid princi-pal amount of each Lender's Standby Term Notes, with

~

adjustments to the extent practicable to equalize any prior prepayments not exactly in proportion. Each Lender shall endorse the Standby Term Note (s) held by it with an appropriate notation evidencing each partial prepayment of principal made thereon.

58. CLOSINGS OF STANDBY REVOLVING CREDIT LOANS. The provisions of 54, with respect to notice and funds for Base Closings and the other matters specified therein, shall ap-ply fully to the Standby Revolving Credit and Term Loans, as

._ if each reference to Base Revolving Credit or Term Loan (s) in 54 was a reference to Standby Revolving Credit or Term Loan (s), each reference to Base Closing (s) in 54 was a ref-

_ erence to Standby Closing (s), the reference to the Base Con-version Date in 54.1 was a reference to the FinO Standby Conversion Date, the reference to 5512 and 13 in 54.2 was a

~

reference to 5514 and 15, the reference to 55.1 in 54.3 was a reference to 59.1, and the references to the Base Commit-ment Fee in 54.4 were references to the Standby Commitment Fee.

59. STANDBY COMMITMENT.

59.1. Amount of Standby C_ommitments. The respec-tive amount of each Lender's initial Standby Revolving

~

1403 159

Credit Loan com'mitment (the total of such amounts, as reduced from time to time pursuant to 559.2 and/or 9.3, being referred to herein as the Standby Commitment) and ,_

its respective commitment percentage shall be as fol-lows:

Initial Amount of Standby Revolving Standby Re-Credit Loan volving Credit Lender Commitment Loan Percentace -

Bank of Montreal $ 37,500,000 10%

Bankers Trust Company 37,500,000 10 Barclays Bank Interna- ._

tional, Ltd. 37,500,000 10 Continental Illinois National '~

Bank & Trust Company of .

Chicago 37,500,000 10

~

The First National Bank of '

Boston 37,500,000 10 Manufacturers Hanover Trust -

Company 37,500,000 10 Norgan Guaranty Trust Company -

of New York 37,500,000 10, Wells Fargo Bank, N.A. 26,250,000 7 _.

Chemical 3ank 18,750,000 5 Irving Trust Company 18,750,000 5 PruFunding, Inc. 18,750,000 5 _

United California Bank 18,750,000 5 Canadian Imperial Bank of Commerce 11,250,000 3 Total: 5375,000,000 100% --

59.2. Mandatorv Reduction of Standby Commitments.

(a) The $375,000,000 total initial amount of -

the Standby Revolving Credit. Lean commitments pro-vided for in 59.1 shall be reduced in steps as follows on the following dates (subject to exten- -

sien as provided in 59.2(b)):

i403  ! ^('i

(i) On July 1, 1982, reduced by

$125,000,000 to $250,000,000; (ii) On July 1, 1983, reduced by

$75,000,000 to S175,000,000; (iii) On July 1, 1984, reduced by

$135,000,000 to $40,000,000; and

_ (iv) On July 1, 1985, reduced by.

540,000,000 to 50.

~ Each of +.he dates referred to in clauses (i), (ii) and (iii) above, as such date may be extended pur-suant to 59.2(b), is referred to herein as an In-terim Standby Conversion Date. The date referFed to in clause (1v) above, as such date may be ex-tended pursuant to 59.2(b), is referred to herein as the Final Standby Conversion Date.

~

(b) Subject to the conditions of 515 hereof (except 515.2), each of the dates specified in

- 59.2(a) may be extended for a period of one year by the Company at its option on not less than ten Business Days' notice in writing, telegraphic or telephonic notice confirmed in writing to the Agent prior to such date as the Company wishes to extend. Promptly after receiving any notice of

~ the Company delivered pursuant to this 59.2(b),

the Agent will notify the Lenders of the substance thereof.

59.3. Reduction and Termination by the Comoany.

The Company, at its option, may, at any time and from time to time, reduce in part pro rata (in multiples of

$25,000,000) or terminate in whole the total commitment of the Lenders provided for in 5 59.1 and 9.2 on not less than 90 days' (or 30 days', if given prior to is-suance of the order of the DPU referred to in 514.2) notice in writing, telegraphic or telephonic notice confirmed in writing tc the Agent. Promptly after re-

_ ceiving any notice of the Company delivered pursuant to this 59.3, the Agent will notify the Lenders of the substance thereof.

~

59.4. Standby Commitment Fees.

- (a) The Company will pay to the Agent for the respective accounts of the Lenders, in accor-dance with the specified percentage of each, monthly in advance with the first such payment due w

on the date of execution hereof ' and subsequent payments due on the corresponding date in succeed-ing months until such time as the First Lending -

shall have occurred, and thereafter in arrears on December 31, March 31, June 30 and September 30 of each year, and on each Interim Standby conversion ~

Date and the Final Standby Conversion Date, a com-mitment fee (Standby Commitment Fee) at the rate of 1/4 of 1% per annum (except as otherwise pro-vided in 59.4(b)) on the daily average amount dur- -

ing the period from the date hereof, or from the end of the period for which the last such fee was paid, by which the Standby Commitment exceeded the -

Outstanding and unpaid Standby Revolving Credit Loans (such amount being referred to hereinafter as the Standby Commitment Amount), provided, that, _.

during the period such commitment fee is required to be paid monthly in advance, it shall be payable with respect to the entire Standby Commitment. ._

The Standby Commitment Fee shall accrue from the date hereof and be payable as provided by this 59.4, notwithstanding failure by the Company to satisfy the conditions precedent to the First Lending -

Standby specified in 5514.2 and 14.3

~

hereof, and notwithstanding that the Lenders are not obligated to make any Standby Revolving Credit -

Loans prior to the second anniversary of the date of this Agreement.

(b) In lieu of the Standby Commitment Fee rate of 1/4 of 1% per annum provided for in 59.4 1a), the Standby Commitment Fee shall accrue at -

the rate of 1/2 of 1% per annum, from the date of any extension specified in clause (i) below or any prepayment specified in clause (ii) below, on so _

much of the Standby Commitment Amount as repre-sents:

~

(i) any amount by which the Standby Commitment is greater than the amount other-wise provided for in 59.2(a), if the Company ~

has extended an Interim Standby Conversion Date or the Final Standby Conversion Date

ursuant to 59.2(b); and/or (ii) an amount equal to the largest Out-standing amount of Standby Revolving Credit Loans previously borrowed by the company and ~

subsequently opticnally, prepaid by it pursu-ant to its option under 56.5.

~

1403 162 w

~27-510. REPRESENTATIONS AND WARRANTIES. The Company rep-resents and warrants to the Lenders that:

._ 510.1 Corrorate Existence and Good Standinc, Etc.

(a) The Company is a corporation validly or-

,_ ganized and existing and in good standing under rhe laws of the Commonwealth of Massachusetts, and has corporate power and authority to own and oper-ate its properties and conduct its business as presently conducted and presently proposed to be conducted by it; (b) The company has its principal executive offices at 800 Boylston Street, Boston, Massachu-setts, at which place its principal books and rec-

- ords are kept; (c) The Company is duly qualified, author-ized to do business and in good standing as a for-eign corporation in the State of Maine, and nai-ther the character of the properties owned by the

~

Company nor the nature of the business conducted by it makes licensing or qualification to do busi-ness as a foreign corporation necessary in any other jurisdiction; and (d) On the date hereof the Company has no subsidiaries.

510.2. Corocrate Power; Consents; Absence of Con-flict with Other Acreements, Etc. The execution, de-

- livery and performance of this Agreement and the Notes by the Company and the borrowings and transactions con-templated hereby and thereby, (a) are within the Company's corporate pow-ers, and have been duly authorized by the Company

, by all necessary corporate action; (b) do not require any approval or consent

~

of, or filing with, any governmental agency or au-thority bearing on the validity of such instru-ments and borrowings which is required by law or the regulations of any agency or authority, except for the approval or approvals of the DPU as refer-red to in 9 512.2, 13.2, 14.2 and 15.2 below, and are not in contravention of law or the terms of the Company's Articles of Organization or by-laws, or any amendment thereof;

- 1403 163 o

(c) will not conflict with or result in any breach or contravention of, or the creation of any lien under, the Indenture, the Secured Note Secur- -

ity Agreement or any other indenture, agreement, lease, instrument or undertaking to which the Company is a party or by which it is bound; and (d) are and will be valid and legally bind-ing obligations of the Company and are enforceable in accordance with -deir respective terms, except -

as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the en-forcement of creditors' rights.

$10.3. Title to

~

Procerties; Liens. The Company ._

has such title to tne real and personal property it purports to own, including the properties and assets reflected in the balance sheet of the Company as at De- -

cember 31, 1978 referred to in 310.4 (except properties and assets disposed of since such date in the ordinary course of business), as is necessary for the conduct of -

its business as now conducted, with no imperfections '

therein w'-ich materially impair the use of any property for the purposes for which it is held, free from all mortgages, pledges, liens, security interests, leases, -

charges or encumbrances other than the liens of the In-denture, the Secured Note Security Agreement and the Lease and Security Agreement dated August 1, 1978 be- -

tween the Company and PruLease, Inc. None of the as-sets or property the value of which is reflected in such balance sheet as at December 31, 1978 is held un- _

der or subject to any lease (except for leasehold im-

- provements, which have been or are being amortized over a period not exceeding the term of _ the lease in ques- _

tion) or as conditional vendee under any conditional sale or other title retention agreement; such proper-ties and assets have been maintained in good repair, ~

working order and condition in compliance wi-2 all ap-plicable maintenance requirements. The company enjoys peaceful and undisturbed possession under all leases ~

under which it operates, and a.!.1 of such leases are valid, subsisting and in full force and effect. None of such leases contains any provision restricting in-currence of liabilities by the lessee, or any unusual -

or burdensome provision which materially adversely af-fects or in the future may (so far as the company can now foresee) materially adversely affect the operations -

of the Company under such lease. -

1403 164 --

~e

- $10.4. Financial Statements. There have been furnished to the Lenders the company's financial state-ments for its fiscal year ended December 31, 1978, con-

._ taining the balance sheet of the Company as at the end of such fiscal year and the related statements of in-come, retained earnings and sources of construction

~ funds of the Company for such fiscal year, as certified by Coopers & Lybrand, independent certified public ac-countants. Such financial statements have been pre-pared in accordance with Generally Accepted Account.ng Principles consistently applied. Such balance sheet (together with the pertinent notes tnereto) fairly pre-sents, in reasonable detail, the financial condition of the company as at the close of business on the date thereof, reflects all material liabilities, contingent or other, at such date, and such statements of income,

._ retained earningc and sources of construction funds fairly present the results of the operations of the Company for the period indicated.

~

$10.5. 1?o Material Chances, Etc.

- Since December 31, 1978,

~

(a) there has been no chenge or changes in the assets, liabilities or financial condition of

, the Company from that reflected in the balance sheet and related statements of income, retained earnings and sources of construction funds as at such date or for the fiscal year then ended, as the case may be, referred to in 510.4 which have had any material adverse effect either individual-ly or in the aggregate on the business or finan-cial condition of the Company; and (b) neither the business, operations, rea~

._ sonably projected financial prospects or affairs of the Company nor any of its properties has been materially adversely affected.

~

$10.6. Franchises, Etc. The Company has all such franchises, certa.ficates of convenience and necessity, operating rights, licenses, permits, consents, approv-als, authorinations and orders of governmental bodies, political subdivisions and regulatory authorities, free from burdensome restrictions, as are necessary for the ownership of the properties now owned and operated by it, the maintenance and operation of the properties now operated by it and the conduct of the business now cen-

- ducted by it.

1403 165 4

~

510.7. Reculatorv Jurisdiction and Acorovals.

(a) The Company is not a " holding company" -

or a " subsidiary company" of a " holding company",

as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. The FERC ~

has jurisdiction over various phases of the busi-ness of the Company, but no authorization or ap-preval of the FERC is required in connection with this Agreement or for the consummation of the -

transactions conte = plated hereby.

(b) The Company is subject to the jurisdic- -

tion of the DPU, whose regulation includes super-vision over the issue of certain securities, in-cluding the Notes. _

510.8. Litication, Judicial and A N nist ative Proceedincs. There is no action, proceeding or inves- -

tigation pending or, to the Company's knowledge, threatened (or any basis therefor known to the company) which questions the validity of this Agreement or the ~

Notes, or any action taken or to be taken pursuant .

hereto or thereto, nor is there any action, proceeding or investigation pending or, to the company's knowl-edge, threatened (or any basis therefor known to the *-

Company) which, either in any case or in the aggregate, might have any material adverse effect on the business, operations, affairs or condition of the Company or its -

properties and assets taken as a whole or result in any material liability on the part of the Company, except as set forth in Schedule 1 hereto. Since the date of _

this Agreement, none of the actions, proceedings or in-vestigations referred to in Schedule 1, either in any case or in the aggregate, has had any material adverse _

effect on the business, operations, affairs or condi-tion of the company or its properties and assets taken as a whole or resulted in any material liability on the _

part of the company.

510.9. No Materially Adverse Contracts, Etc.

The -

Company is not a party to any contract or agreement which in the reasonable judgment of the Company's offi-cers has or is expected to have any materially adverse effect on the business of the Company, except as other- -

wise reflected in adequate reserves. The company is not subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or -

1403 166

regulation which in the judgment of the Ccmpany's of-ficers has or is expected in the future to have a ma-terially adverse effect on the business, assets or fi-

.- nancial condition of the Company.

510.10. Compliance with other Instruments, Laws,

. Etc. The Company is not in violation of any provisions of its charter documents or by-laws or any agreement or instrument by which it or any of its properties may be

~ bound or any decree, crder, judgment, or, to the knowl-edge of the Company's officers, any s.tatute, license, franchise, permit, rule or regulatitn, in a manner which could result in the imposition of substantial penalties or materially and adversely affect the finan-cial condition, properties or business of the Company.

510.11. Tax Status. The Company has made or filed all tax returns, reports and declarations required by any jurisdiction to which it is subject; and has paid

_ all taxes and other governmental assessments and charges that are material in amount, shown or deter-mined to be due on such returns, reports and declara-

_ tions, except those being contested in good faith; and has set aside on its books provisions reasonably ade-quate for the payment of all taxes for periods subse-

~ quent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing author-ity of any jurisdiction, and the officers of the compa-ny know of no basis for any such claim. The federal income tax liability of the Company has been finally determined and satisfied through the fiscal year ended December 31, 1973. The Company has executed no waiver or waivers that would have the effect of extending the applicable statute of limitations in respect of income

- tax liabilities of the Company.

510.12. No Default. No Default or Event of De-

_ fault exists at the delivery of this Agreement.

510.13. Absence of Financing Statements, Etc. At

~

the time of the First Tending hereunder, there will be no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filincy records, registry, or other public office of any jurisdiction, which purports to cover, affect or give notice of any present or possible future lien on, or security interest in, any assets or property of the Company or rights thereunder, except

"\ .

1403.. 16/

~

for the Indenture, the Secured Note Security Agreement and the Lease and Security Agreement dated August 1, 1978 between the company and PruLease, Inc.

510.14. Use of Proceeds; Reculation U. The pro-ceeds of the Loans shall be used by the Company for general business expenditures and for capital expendi- -

tures with respect to Pilgrim II. No portion of any Loan is to be used for the purpose of purchasing or carrying any " margin security" or " margin stock" as --

such terms are used in Regulations G and U of the Board of Governors of the Federal Reserve System, 12 C . F . R.

207 and 221. The Company is not in the business of ex- _

tending credit for the purpose of purchasing or carry-ing any " margin security" or " margin stock" as uhose terms are used in Regulations G and U. _

510.15. ERISA Comuliance. The Company has com-plied in all material respecus with ERISA, including -

without limitation, '.the provisions thereof respecting funding requirements for, and the termination of, plans and respecting prohibited transactions thereunder. The aggregate nonfunded prior service cost with respect to '

all existing and terminated employee benefit plans of the Company approximated $11,000,000 as at December 31, 1978. -

510.16. Investment Comeany Act Status. The Com-pany is not an " investment c.ompany" or a company " con- -.

trolled" by an " investment company", as such ter=s are defined in the Investment Company Act of 1940, as amended.

511. EXEMPT CHARAC m OF TRANSACTIONS. This Agree. tent is made with the Lenders in reliance noon their several reo-resentations to the Company, which b'y their execution "o f this Agreemen: they hereby confirm, that each Lender for it-self and not for any other Lender has no present intention -'

of selling or otherwise disposing of any interest in the Noteo. Ihe Company represents to the Lenders that it has not, either directly or through any agent, offered any in-terest in the Notes (or similar instru=ents) for sale to, or -

solicited any offers to buy any interest therein from, or otherwise approached or negotiated in respect of any inter-est therein with, any Person or Persons other than the Lend- -

ers and not more than four commercial banks. The Company agrees that it will not, directly .or indirectly, sell or

~1403 168

- offer, or attempt to. offer or dispose of, any interest in the Notes or any substantially similar interest of the Com-pany, or solicit any offers to buy any interest therein

_ from, or otherwise approach or negotiate with respect there-to with, any Person whatsoever so as to bring the execution and delivery of either of this Agreement or the Notes within the provisions of section 5 of the securities Act of 1933, as now in effect or as later amended.

~

512. CONDITIONS OF FIRST LENDING - BASE. The obliga-tions of the Lenders to make the first Base Revolving Credit Locns hereunder are subject to.the following conditions pre-cedent:

512.1. Representations and Warranties. The rep-resentations and warrantles contained in 5510 and 11

- shall have been correct as of the date on which made and shall also be correct at and as of the date of the First Lending - Base with the same effect as if made at

_ and as of such time, except to the extent that the facts upon which such representations and warranties are based may in the ordinary ccurse be changed by the transactions permitted or contemplated hereby.

512.2. DPU Aporoval. The Company shall have ob-tained (and furnished to each Lender) and there shall be in full force and effect, an appropriate order of the.DPU authoricing the issue, sale and delivery of the Base Revolving Notes as herein provided and such order shall contain no condition inconsistent with the provi-sions hereof or unacceptable to the Agent and such or-der shall be issued under circumstances which in the

- Agent's reasonable judgment are appropriate for the protection of the Lenders; said order shall not have been rescinded or modified or stayed, or the right of the Company to operate thereunder restrained, by the DPU or by any court of competent jurisdiction; and the Company shall deliver an Officer's Certificate to the Agent to such effect (except as to acceptability of such order by the Agent).

512.3. Performance; No Default. The Company shall have performed and complied with all terms and conditions herein required to be performed or complied with by it prior to or at the time of the First Lending

- Base, and at the time of the First Lending - Bas.e, and giving effect to consummation of the First Lending

- Base, there shall exis^ M Default or Event of De-fault.

1403 169 has

512.4. Corcorate Action. All corporate action required by law of the Company necessary for the valid execution, delivery and performance by the Company of _

this Agreement and the Notes shall have been duly and effectively taken.

~

512.5. Proceedincs and Documents. All proceed-ings in connection with the transactions contemplated by this Agreement and all documents incident thereto shall be reasonably satisfactory in substance and in ~

form to the Agent and to the Lenders' special Counsel, and the Agent and such counsel shall have received all information and such counterpart originals or certified -

or other copies of such documents as the Agent or such counsel may reasonably request. -

512.6. coinien of the Comoany's Counsel. The Lenders shall have received from Messrs. Ropes & Gray, counsel to the company, a favorable opinion addressed _

to the Lenders and dated the date of the First Lending -

Base, in scope and form satisfactory to the Lenders and the Lenders' Special Counsel, covering the following _

subject matter: .

(a) This Agreement has been duly authorized, ~

executed and delivered by the Company and consti-tutes the valid and legally binding oblication of the Company, enforceable in accordance with its terms, except as enforceability may be limited by -

bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditors' rights. -

(b) The Base Revolving Notes have been duly authorized by the Company and, when executed by -

the Chairman of the Board, the President, the Ex-ecutive Vice President, any Senior Vice President or the Treasarer of the Ccmpany and delivered in _

accordance with the terms and conditions of this Agreement, will consuitute the valid and legally binding obligations of the Company, enforceable in _

accordance with their terms, except as enforce-ability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relat- ~

ing to or affecting generally the enforcement of creditors' rights.

~

140.5 l/0

(c) Based on the representations contained in 511 hereof, the creation of the indebtedness evidenced by this Agreement and the Base Revolving Notes under the circumstances contemplated by this Agreement is an exempt transaction under the Secu-rities Act of 1933, as then amended.

(d) As provided in 5510.l(a), 10.2 and 10.7, hereof; provided that as to 510.2(c), such opinion

_ nay be limited to such agreements and instruments as may be known to such counsel.

~ (e) The issue of the Base Revolving Notes and the sale thereof to the Lenders have been duly approved by the DPU to the extent required by law by an order which remains in full force and effect and no further authorization, consent or approval by any regulatory authority is required for the valid issu,ance and sale of the Base Revolving Notes.

512.7. Opinion of the Comoanv's General Counsel.

The Lenders shall have received from Victor H. Kazan-jian, Esq., or his successor as General Counsel for the Company, a favorable opinion addressed to the Lenders and dated the date of the First Lending - Base, in scope and form satisfactory to the Lenders and the Lenders 8 Special Counsel, to the effect provided in 5510.l(c), 10.2(c) and the first sentence of 10.8 here-of; provided that (i) as to 5510.1(c) and the first sentence of 10.8, such opinion may be limited to the knowledge of such counsel, (ii) as to 510.2(c), such opinion may be limited to such agreements and instru-ments as may be known to such counsel, it being under-stood that such counsel may rely on opinions of counsel from other jurisdictions to the extent he deems advis-able.

._ 512.8. Bankina Law Recuirements. The Agent shall have received from the Company signed copies addressed to the Lenders of such statements, in substance and

_ form satisfactory to the Lenders, as the Lenders shall require for the purposes of compliance with any applic-able regulations of the Board of Governors of the Fed-eral Reserve System.

512.9. Borrowinc Certificate. The Lenders shall have received from the company an officer's certificate substantially in the form of Exhibit E hereto (Borrow-ing Certificate).

1403 1/1

513. CONDITIONS OF SUBSEQUENT BASE BORROWINGS. The ob-ligations of the Lenders to make any Base Revolving Credit Loans subsequent to the First Lending - Base or to convert __

their Base Revolving Credit Loans to Base Term Loans, as contemplated by 53.1 hereof, are subject to the following conditions precedent: ,_

513.1. Reoresentations and Warranties. The rep-resentations and warrantles contained in 5510 and 11 and such other representations and warranties as are -

made by the company in writing in connection with the transactions contemplated by this Agreement subsequent to the date hereof shall have been correct as of the -

date on which made and shall also be correct at and as of the date of the Base Revolving Credit Loan or the Base Conversion Date, as the case may be, with the same ._

effect as if made at and as of such time, except to the extent that the facts upon which such representations and warranties are based may be changed by the transac- _

tions permitted or contemplated hereby.

513.2. DPU Accroval. There shall continue to be -

in full force and effect an appropriate order of the '

DFU authoricing the issue, sale and delivery of the Base Revolving Notes (and, in the case of the conver- ~

sion of Base Revolving Credit Loans to Base Tem Loans, the Base Term Notes) as herein provided and such order shall contain no condition inconsistent with the provi-sions hereof or unacceptable _ to the Agent and such or- -

der shall be issued under circumstances which in the Agent's reasonable judgment are appropriate for the "

protection of the Lenders; and said order shall not -

have been rescinded or modified or stayed or the right of the Company to operate thereunder restrained, by the DPU or by any court of competent jurisdiction. __

513.3. Performance; No Default. The Company shall have perfor ed and co plied with all terms and _

conditions herein required to be performed or complied with by it prior to or at the time of the Base Revolv-ing Credit Loan or the Base Conversion- Date, as the -

case may be, and at the tine of the Base Revolving Credit Loan or the Base Conversion Date, as the case may be, and giving effect to consummation of the Base -

Revolving Credit Loan or the Base Term Loans, as the case may be, there shall exist no Default or Event of Default.

- !403 172 h

~

In the case of a Bas.e Revolving Credit Loan made subsequent to the First Lending - Base, the Company shall be deemed to have certified that it has met such conditions precedent

_ upon the Company's giving (i) the notice contemplated by 94.1 hereof, which notice shall specifically confirm that it constitutes a certification to such effect, and (ii) a Bor-

~

rowing Certificate. In the case of the conversion, in whole or in part, of the Base Revolving credit Loans to Base Term Loans, on the Base conversion Date the Company shall deliver an Officer's Certificate to the Agent to such effect and a Borrowing Certificate, and, in addition, the Lenders shall have received from Messrs. Ropes & Gray and from the General Counsel to the Company favorable opinions addressed to the Lenders and dated the Base Conversion Date, in scope and form satisfactory to the Lenders and the Lenders' Special Counsel, covering the same subject matter (except that they shall refer to the Base Term Notes rather than the Base Re-volving Notes) and to the same effect as the opinions dated the date of the First Lending - Base delivered pursuant to

._ 5512.6 and 12.7 hereof, respectively.

514. CONDITIONS OF FIRST LENDING - STANDBY. The obli-

~ gations of the Lenders to make the first Standby Revolving Credit Loans hereunder are subject to the following condi-tions precedent (as well as to the additional condition that the Lenders are not obligated to make any Standby Revolving Credit Loans prior to July 31, 1981):

514.1. Recresentations and Warranties. The rep-resentations and warrantles contained in 5510 and 11 shall have been correct as of the date on which made and shall also be correct at and as of the date of the

- First Lending - Standby with the same effect as if made at and as of such time, except to the extent that the facts upon which such representations and warranties

._ are based may in the ordinary course be changed by the transactions permitted or contemplated hereby.

~ $14.2. DPU Accroval. The Comoanv shall have ob-tained (and furnished to each Lcndhr)~ and there shall be in full force and effect, an appropriate order of the DPU authorizing the issue, sale and delivery of the Standby Revolvincy Notes as herein provided and such or-der shall contain no condition inconsistent with the provisions hereof or unacceptable to the Agent and such order shall be issued under circumstances which in the Agent's reasonable judgment are appropriate for the 1403 173 Emme

~

protection of the Lenders; said order shall not have been rescinded or modified or stayed, or the right of the Company to operate thereunder restrained, by the ~

DPU or by any court of competent jurisdiction; and the company shall deliver an officer's certificate to the Agent to such effect (except as to acceptability of ~

such order by the Agent).

514.3. Construction Permit. The NRC shall have issued a Construction Permit to the Company (which -

shall have furnished a copy thereof to each Lender) and such Construction Permit shall be in full force and ef-fect, and the right of the company to consummate the -

transactions therein authorized shall not have been re-strained by the NRC or by any court of competent juris-diction, and the Company shall deliver an officer's ._

Certificate to the Agent to such effect.

514.4. Performance; No_

Default. The Company _

shall have performea_ and complied with all terms and conditions herein required to be performed or complied with by it prior to or at the time of the First Lending ^

Standby, and at the time of the First Lending -

Standby, and giving effect to consummation of the First Lending - Standby, there shall exist no. Default or Event of Default.

$14.5. Cornorate Action. All corporate action required by law of the Company necessary for the valid -

execution, delivery and performance by the Company of this Agreement and the Notes shall have been duly and effectively taken. -

514.6. Proceedincs and Documents. All proceed-ings in connection with the transactions contemplated _

by this Agreement and all documents incident thereto shall be reasonably satisfactory in substance and in form to the Agent and such counsel shall have received _

all information and such documents as the Agent or such counsel may reasonably request.

514.7. orinions of the Commanv's Counsel. The Lenders shall have received from Messrs. Ropes & Gray and from the General Counsel to the Company favorable opinions addressed to the Lenders and dated the date of -

the First Lending - Standby, in scope and form satis -

factory to the Lenders and the Lenders' special Counsel e W 1403 Il4 _

- covering the same subject matter (except. that they shall refer to the Standby Revolving Notes rather than the Base Revolving Notes) and to the same effect as the

_ opinions to be delivered at the First Lending - Base pursuant to 5512.6 and 12.7 hereof, respectively.

~

514.8. Banking Law Recuirements. The Agent shall have received frcm the Company signed copies addressed to the Lenders of such statements, in substance and form satisfactory to the Agent, as the Lenders shall require for the purposes of compliance with any applic-able regulations of the Board of Governors of the Fed-eral Reserve System.

514.9. Sorrowino Certificate. The Lenders shall have received from tne Company a Borrowing Certificate.

515. CONDITIONS OF SUBSEQUENT STANDBY BORROWINGS OR EXTENSIONS. The obligations of the Lenders to make any

_ Standby Revolving Credit Loans subsequent to the First Lend-ing - Standby or to convert their Standby Revolving Credit Loans to Standby Term Loans, as contemplated by 557.1 and

~

7.2 hereof, and the right of the Company to extend any In-terim Standby Conversicn Date or the Final Standby Conver-sion Date pursuant to 59.2(b) hereof, are subject to the following conditions precedent (except that 515.2 shall not apply to the company's right to make any such extension pur-suant to 59.2(b)):

515.1. Representations and Warranties. The rep-resentations and warrantles contained in 5510 and 11 and such other representations and warranties as are

._ made by the Company in writing in connection with the transactions contemplated by this Agreement subsequent to the date hereof shall have been correct as of the

_ date on which made and shall also be correct .at and as of the date of the Standby Revolving Credit Loan, the relevant Interim Standby Conversion Date or the Final

~

Standby Conversion Date, as the case may be, with the same effect as if made at and as of such time, except to the extent that the facts upon which such represen-tations and warranties are based may be changed by the

~

transactions permitted or contemplated hereby.

515.2. DPU Approval. There shall continue to be in full force and effect an appropriate order of the DPU authorizing the issue, sale and delivery of the Standby Revolving Notes (and, in the case of the con-

- version of Standby Revolving Credit Loans to Standby 1403 1/5 Emme

Term Loans, the' Standby Term Notes) as herein provided and such order shall contain no condition inconsistent with the provisions hereof or unacceptable to the Agent and such order shall be issued under circumstances -

which in the Agent's reasonable judgment are appropri-ate for the protection of the Lenders; and said order shall not have_been rescinded or modified or stayed, or -

the right of the Company to operate thereunder re-strained, by the DPU or by any court of competent jur-isdiction. _

515.3. Construction Permit. The Construction Permit referred to in 514.3 hereof shall continue to be _

in full force and effect, and the right of the Company to consummate the transactions therein authorized shall not have been restrained by the NRC or by any court of ~

competent jurisdiction.

515.4. Performance; No Default. The Company shall have performed and comolled with all terms and

~

conditions herein required to be performed or complied with by it prior to or at the time of the Standby Re-volving Credit Loan, the extension v.nder 50.2(b), the -

relevant Interim Standby Conversion Date or the Final -

Standby Conversion Date, as the case uay be, and at the time of the Standby Revolving Credit Loan, the exten- -

sion under 59.2(b), the relevant Interim Standby Con-version Date or the Final Standby Conversion Date, as the case may be, and giving effect to the extension un- _

der 59.2(b), or consummatioIf of the Standby Revolving Credit Loan, the Interim Standby Term Loans or the Fi-nal Standby Term Loans, as the case may be, there _

shall exist no Default or Event of Default.

In the case of a Standby Revolving Credit Loan made subse- -

quent to the First Lending - Standby, or an extension by the Company pursuant to 59.2(b), the Company shall be deemed to have certified that it has met such conditions precedent upon the Company's giving (i) the notice contemplated by 58 -

or 59.2(b), as the case may be, which notice shall specifi-cally confirm that it constitutes a certification to such effect, and (ii) a Borrowing Certificate. In the case of -

the conversion, in whole or in part, of the Standby Revolv-ing Credit Loans to Standby Term Loans, on the relevant In-terim Standby Conversion Date or the Final Standby Conver- -

sion Date, as the case may be, the Company shall deliver an

~

- 1403 I16 N

~

Officer's Certificate to the Agent to such effect and a Bor-rowing Certificate, and, in addition, the Lenders shall have received from Messrs. Ropes & Gray and from the General Counsel to the Company favorable opinions addressed to the Lenders and dated the relevant Interim Standby Conversion Date or the Final Standby Conversion Date, as the case may be, in scope and form satisfactory to the Lenders and the Lenders' Special Counsel, covering the same subject matter (except that they shall refer to the Standby Term Notes rather than the Standby Revolving Notes) and to the same ef-fect as_ the opinions dated the date of the First Lending -

Ftandby delivered pursuant to 514.7 hereof. -

_ S16. AFFIRMATIVE COVENANTS. The Company covenants and agrees that, so long as any of the Notes are outstanding:

~

516.1. Punctual Pafment. The Company will duly and punctually pay and cause to be paid the principal and interest on the Notes, the Base Commitment Fee, the Standby Commitment Fee and the Agent's fee provided for in 521.7, all in accordance with the terms of this Agreement and the Notes.

$16.2. Maintenance of office. The Company will maintain an office 3.n BostE , Massachusetts, or at such other place in the Commonwealth of Massachusetts as the

- Company shall designate upon written notice, addressed as provided in 525 to the Agent, where notices, presen-tations and demands to or upon the Company in respect of the Notes may be given or made.

516.3. Records and Accounts. The Company will

~

keep true and accur' ate records and books of account in which full, true and correct entries will be made, in reasonable detail, in accordance with Generally Ac-cepted Accounting Principles and maintain adequate ac-counts and reserves for all taxes ' including income taxes), all depreciation, depletion, obsolescence and amortization of its properties, all contingencies, and all other reserves.

516.4. Financial Statements, Certificates and In-

-. formation. The Company will deliver to each of Ee Lenders:

_ (a) As soon as practicable and, in any event, within 90 days after the end of each fiscal year of the Company, a Balance Sheet of the Compa-

~

ny as at the end of such fiscal year and a State-ment of Income for the fiscal year then ended, a

- 1403 117

Statement of Sources and Uses of Funds for the -

fiscal year then ended and a Statement of Retained Earnings for the fiscal year then ended, each set-ting forth in comparative form the figures for the -

previous fiscal year, all in reasonable detail prepared in accordance with Generally Accepted Ac-counting Principles consistently applied, accompa- -

nied by 'a report and opinion of the Company's In-dependent Accountants (who shall be satisfactonf to the Agent), which report and opinion shall have _

been prepared in accordance with generally accept-ed auditing standards. In addition, the Company will obtain from such Indeoendent Accountants and

~ --

deliver to each of the Lenders within said period of 90 days the certified statement of such Inde-pendent Accountants that they have read a copy of --

this Agreement and that, in the course of their audit of the Company nothing has come to their at-tention to lead them to believe that any Default or Event of Default hereunder exists or, if such -

is not the case, specifying such Default or Event of Default and the nature thereof, it being under-stood that the examination of such accountants -

cannot be relied upon to give the Lenders knowl- -

edge of any such Default or Event of Default ex-

. cept as it relates to accounting or auditing mat- _

ters.

(b) As soon as practicable and in any event -

within 45 days after th'e end of each of the first three quarterly fiscal periods in each fiscal year of the Company, a Balance Sheet of the Company as ~

at the end of such period, and a Statement of In-come and Statement of Sources and Uses of Funds of the Company for such period and for the period from the beginning of the current fiscal year to -

the end of such period, setting forth lu each case in comparative form figures for the corresponding period of the previous fiscal year, all in reason- -

able detail and ce_Mified as complete and correct, subject to changes resulting from year-end adjust-ments, and as prepared in accordance with General- -

ly Accepted Accounting Principles consistently ap-plied, by the principal financial officer of the Company. _

(c) Promptly upon receipt thereof, copies of all management letters of substance and other re- _

ports of substance which are . submitted to the Com-pany by its Independent Accountants in connection with any annual or interim audit of the books of _

the Company made by such accountants.

1403 178

(d) As soon as practicable but in any event within ten (10) Business Days after the issuance thereof, copies of such other financial statements

- and reports as the company shall send to its stockholders, copies of all regular and periodic reports which the company may be required to file

_ with the Securities and Exchange Commission, and, on request, copies of all annual reports, and no-tices of filing of all other reports, which the

~

Company may be required to file with the DFU, the FERC or any similar or corresponding governmental commission, department er agency substituted

~

therefor or any similar or corresponding govern-mental commission, department, board, bureau or agency, federal or state.

(e) With reasonable promptness such other data as the Agent or any of the Lenders may rea-sonably request.

(f) Within-30 days of the close of each fis-cal quarter of the Company during any fiscal year,

_ and with reasonable promptness at any other time upon request of the Agent, an officer's Certifi-cate substantially in the form of Exhibit F hereto

, (Comoliance Certificate).

(g) Promptly, at any time it becomes aware of a Default or Event of Default, notice of such Default or Event of Default, specifying in detail the facts thereof.

(h) As soon as available, and in any event by March 31 of each year, beginning with March 31, 1980, a projected budget, certified by the princi-

- pal financial officer of the Company, setting forth the projected sources and expenditures of cash for the Company for such year on a monthly

_ basis, and for the next nine years thereafter on an annual basis.

' All confidential information and documents concerning the Company supplied by the Company to the Lenders shall be held in confidence by the Lenders and the Lenders shall not disclose such information and docu-ments, except the company hereby authorizes the Lenders to disclose any information obtained pursuant to this Agreement to all appropriate governmental regulatory authorities to the extent requested or subpoenaed, but

_ 1403 179

_g_

only to the extent pemitted by applicable laws and -

regulations, including those applying to classified ma-terial. Upon receipt of a request to disclose any in-formation to such governmental authorities, the Lenders -

will notify, to the extent permitted by applicable law and regulations, the company of such request.

516.5. Business -and Corocrate Existence. The Company will keep in fu1T force and effect its exis-tence as a corporation, its good standing as a duly _

qualified or licensed foreign corporation authorized to do business in all jurisdictions wherein the nature of its properties or the character of its business makes -

such qualificatien or licensing necessary, and such of its other rights and franchises as are necessary or de-sirable for the proper and advantageous conduct of its -

business. The Company will use its best efforts to comply with all statutes, laws and governmental rules, regulations and orders applicable to its business, properties and assets, including, without limitation, -

ERISA and the Occupitional Safety and Health Act of 1970 and applicable statutes or governmental rules, regulations and orders relating to environmental stan- -

dards or controls, urovided that nothing herein shall -

require compliance witn any statute or governmental rule, regulation or order if (i) the company determines _

in its best judgment that failure so to comply will not result in a material adverse change in the business or financial condition of the company, or (ii) the admin- ~

istering governmental authority has granted formal or informal extension of time for comuliance therewith, or (iii) the validity of such statute, rule, regulation or -

order, as applied to the Company, is being contested in good faith and by appropriate proceedings promptly ini-tiated and diligently conducted by the Company or oth-ers. The Company will comply with (i) the provisions -

of its char'er documents or by-laws, and (ii,) all mate-rial agreements and instruments by which it or any of its properties may be bound in such a manner that there -

will not result a material and adverse effect upon the financial condition, properties or business of the Com-pany. _

516.6. Payment o_f Taxes. The Company will promptly pay and discharge all lawful taxes, assess- _.

ments and governmental charges or levies imposed upon it or upon its incese or profit or upon any property, real, personal or mixed, belonging to it; crovided, _

however, that the Company shall .not be required to pay 1403 180

~

any such tax, assessment, charge or levy if the same shall not at the time be cue and payable or can be paid thereafter without penalty or if the validity thereof shall currently be contested in good faith by appropriate proceeding and if the Company shall have set aside on its books reserves deemed by it adequate

- with respect to such tax, assessment, charge or levy.

516.7. Maintenance of Procertv. The Company will

._ keep its properties in good working order and condition and make all needful and proper repairs, replacements, additions and improvements thereto as are necessary for the conduct of its business.

516.8. Insurance. The Company will keep or cause all its properties or properties in which it has a se-curity interest to be kept insured against such risks, including p;31ic liability, as are usually insured against by Persons engaged in the same or a similar business in a similar location in at least such amounts as such insurance is usually carried by Persons engaged in the same or similar businesses in such state or

_ states or country or countries as the business of the Company may be conducted, and all insurance herein pro-vided for shall be effected under a valid and enforce-able policy or policies issued by insurers of recog-nized responsibility.

~

516.9. Inspection of Procerties and Books. .So long as any of the Notes 7re outstancing, the Lenders, through the Agent or any of their designated represan-tatives, shall have the right to visit and inspect any of the properties of the Company to examine the books of account of the Company (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Company with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Lenders may rea-

- sonably request. The foregoing rights of the Lenders are subject, however, to applicable laws and regula-tions, including those applying to classified material.

516.10. Licenses and Permits. If at any time while any of the Notes are outstanding, any authoriza-

_ tion, consent, approval, permit or license from any of-ficer, agency or instrumentality of any government shall become necessary er required in order that the company may fulfill any of its obligations hereunder, the Company will immediately take or cause to be taken all reasonarle steps within the power of the Company to 1403 181

obtain such auth6rization, consent, approval, permit or license and furnish the Lenders with evidence thereof.

516.11. Further Assurances. The Company will co- -

operate with the Lenders and execute such further in-struments and documents as the Lenders shall reasonably request to carry out to their satisfaction the transac- -

tions contemplated by this Agreement.

516.12. Funding of Pension Plans. The Company -

will fund any Gu&ranteTd Pension Plan as required by the provisions of Section 302 of ERISA and Section 412 of the Internal Revenue Code of 1954, as amended. The _

Company will deliver to each of the Lenders copies of any request for waiver from the funding standards . or extension of the amortization periods required by Sec- _

tion 303 and 304 of ERISA or Section 412 of the Inter-nal Revenue Code of 1954, as amended, promptly follow-ing the date on which the request is submitted to the Department of Labor or the Internal Revenue Service, as the. case may be.

516.13. Cecies of Pension Plan Recorts. If re- -

quested, the Company 7111 send to each of the Lenders ~

copies of all Forms 5500 and/or Forms 5500C relating to a Guaranteed Pension Plan together with all attachments -

thereto, including any actuarial statement required to be made under 5103(d) of ERISA, promptly following the date on which any such form .is filed with the Depart- _

ment of Labor or the Internal Revenue Service, as the case may be.

516.14. Notice of Termination or Recortable Event.

The Company will fu5iisn to eacn oTthe Lenders fortn-with a copy of (i) any notice of a Guaranteed Pension ~

Plan termination sent to the Pension 3enefit Guaranty Corporation under 54041(a) of ERISA, er (ii) any notice, report, or demand sent er received by c. Guaran- -

teed Pension Plan under Sections 4041, 4042, 4043, 4063, 4065, 4066, or 4068 of ERISA. The Ccmpany will notify each of the Lenders promptly of any Reportable Event (as defined in ERISA) with respect to any Guaran- -

teed Pension Plan.

516.15. Pavment of Pension senefits. The Company -

shall cause any Guaranteed Pens 1on Plan to pay all ben-efits guaranteed by the Pension Senefit Guaranty Corpo-ration when due, except where the ocidgation to pay _

such benefits is being contested -in gooo faith by the Company.

1403 182

516.16. Atolication for DFU ADoroval. kith rea-sonable promptness, the company will apply for and use its best efforts to obtain the approval of the DPU re-

- ferred to in 5512.2, 13.2, 14.2 and 15.2.

516.17. Continuance as Utility. The Company will

_ continue to conduct its business as an electric utility in substantially the same geographic area as at pre-sent, and will not engage in any other business not now conducted by it directly or indirectly, e. cept to the extent permitted by 517.3(c).

517. CERTAIN NEGATIVE COVENANTS. The Company agrees that, so long as the Notes are outstanding, it will not:

517.1. Indebtedness. Create, incur, assume, guarantee, agree to purchase, or repurchase or provide funds in respect of, or otherwise become or be or re--

main liable with respect to, any Indebtedness of any

- type whatsoever owed to any Person, except:

(a) with respect to the Notes and any other Indebtedness incurred pursuant to the terms of this Agreement;

~ (b) other Funded Indebtedness, provided, however, that the amount of Funded Indebtedness at any one time outstanding incurred to finance nu-clear fuel is not to exceed $125,000,000; (c) Indebtec' ness and other liabilities in-curred in the ordinary course of business not in-curred through (i) the borrowing of money, or (ii) the obtaining of credit, except for credit on an open account basis customarily extended to the

- Company in connection with normal purchases of goods and services;

._ (d) Indebtedness of the Company for taxes, assessments, governmental charges or levies to the extent that payment thereof shall not at the time be required to be made in accordance with the pro-visions of 516.6;

~

(e) leases as authorized or permitted by 517.8; and 1403 183 emma

(f) ' Indebtedness consisting of short-term unsecured bank borrowings, or represented by com-mercial paper of the Company, not to exceed in the aggregate $30,000,000 at any one time outstanding.

517.2. Liens. Create, incur, assume or permit to -

exist any mortgage, lien, charge, security interest or other encumbrance on any property or asset of the Com-pany, except:

(a) the lien created by the Indenture; (b) the lien created by the Secured Note Se- -

curity Agreement; (c) liens for taxes or assessments or gov- _

ernmental charges or levies if . payment shall not at the time be required to be made in accordance with 516.6; _

~

(d) liens on nuclear fuel or rights to pur-chase or use nuclear fuel which are created to se- -

cure, and only secure, Indebtedness of the Company ~

incurred for the purpose of purchasing, or arising as a result of leasing, nuclear fuel for use in the Company's plants; -

(e) liens in respect of pledges or deposits (i) under workmen's compensation laws or similar --

legislation, and (ii) in connection with surety, appeal and similar bonds incidental to the conduct of litigation; and mechanics', laborers' and mate- _

rialmen's and similar liens not then delinquent; and liens incidental to the conduct of the busi-ness of the company which were not incurred in _

connection with the borrowing of money or the ob-taining of advances or credit, all of which liens permit ed by this paragraph (e) do not in the ag- _

gregate materially detract from the value of the property or materially impair the use thereof in the operation of the business of the Company, nro- -

vided that adverse determination of any claims or llamilities, contingent or otherwise, secured thereby would not materially and adversely affect -

the Company's financial condition; e

• 1403 184 _

h

(f) purchase money security interests secur-ing Indebtedness incurred in connection with the acquisition after the date hereof of any property by the company provided that such Indebtedness shall not exceed in any case the cost to the Com-pany of the property acquired and each such secur-

,_ ity interest shall cover only such property ac-quired; and (g) liens to secure rentals under any lease that is permitted under 517.8 (except leases au-thorized pursuant to clause [ii] of 517.8).

517.3. Investments. Make or permit to exist any Investments, directly or indirectly, other than:

(a) marketable direct obligations of the United States of America which mature within 180 days from date of issue; (b) the Investments in nuclear electric com-panies reflected on the Company's balance sheet at December 31, 1978 referred to in 510.4 hereof; (c) Investments not exceeding in the aggre-gate $25,000,000 in a subsidiary organized for the purpose of acquiring and dealing in fuel or inter-ests in fuel, provided, however, that the Company shall not establish any such subsidiary if as a result the Company would become a " holding compa-ny" or an " affiliate" of a " holding company", as such terms are defined in the Public Utility Hold-

- ing Company Act of 1935, as amended; and (d) repurchase agreements with respect to

_ direct obligations of the United States of America with domestic banks having total assets in excess of $5,000,000,000, or Lenders, pursuant to which

_ said banks or Lenders are obligated to repurchase the Government security from the Company no later than 180 days after said security was purchased from such banks or Lenders by the Company.

S17.4. Distributions. Directly or indirectly make Distributions other than dividends, except that the Company may purchase shares of its Preference Stock, Cumulative Sl.175 Series to the extent required

't 1403 185

to comply with ' the provisions of paragraph 3 of the Amendment to the Articles of Organization of the Com-pany effective March 19, 1975 establishing and desig- ~

nating such Series.

$17.5. Merser, Consolidation or 3 ale of Assets.

Become a party to any merger, consol'UIation oFdispos1- -

tion of assets, except:

(a) dispositions of assets in the ordina_f -

course of business; and (b) any disposition of the assets of the _

Company not in the ordinary course of business if the greater of the cumulative fair market value or book value of all assets previously so disposed of _

during the Company's fi. scal year in which such disposition is to occur together with those pro-posed to be disposed of does not exceed in the ag- -

gregate $25,000,900.

517.6. --No Leasebacks. Will not directly or indi-rectly become 11able, as lessee or guarantor or other .

surety, with respect to any lease of real or personal

. property, whether now owned or hereafter acquired, (a) which has been or is to be sold or transferred by the -

Company to any I trson, or (b) which the Company intends to use for substantially the same purpose as any other property which has been or is. to be sold or transferred -

by the company to any Person in connection with such lease.

517.7. Ratio of Funded Indebtedness to Total Cac-

~

italization. Permil Funded Indebtedness tcI exceed 60%

of Total Capitalization. _

517.8. Leases. As Lessee, enter into, or permit to remain in effect, any agreements to rent or lease --

any real or personal property if the aggregate amount of Rental Obligations accrued and to accrue under all such agreements (other than Rental Obligations with re-spect to [i] leases required to be capitalized on the -

Company's balance sheet under Generally Accepted Ac-counting Principles, and [ii] leases of facilities for the transmission of electricity) will exceed the sum of -

$10,000,000 in any one fiscal year.

1403 186 me

517.9. Ratio of Net Income to Interest Charces.

Permit at any time Eie sum of the Company's net income during the immediately preceding 12 full calendar months, computed without deduction for taxes measured by net income, plus (i) all interest charges deducted from revenues in calculating such net income and (ii)

- one-third of all rentals deducted from revenues in cal-culating such net income, to be less than 200% of the sum of (1) all such interest charges, and (2) one-third

_ of all such rentals.

517.10. Ratio of Net Income to Interest Charces and Preferred and PreTerence Dividelids. Permit at any time the sum of the Company's net income during the im-mediately preceding 12 full calendar months, computed without deduction for taxes measured by net income,.

plus (i) all interest charges deducted from revenues in calculating such net income and (ii) one-third of all rentals deducted from revenues in calculating such net income, to be less than 150% of the sum of (1) all such interest charges, and--hat portion of dividends on pre-ferred stock paid during such period which was deduct-

- ible _by the Company for federal income tax purposes, (2) one-third of all such rentals and (3 ) the product obtained by multiplying the total amount of dividends paid by the Ccmpany with respect to all of its pre-ferred and preference stock (other than the portion of dividends on preferred stock referred to in clause (1)

~

above) during such period of 12 full calendar months by a fraction, the numerator of which is the sum of the company's net income during the immediately preceding 12 full calendar months, computed without deduction for taxes measured by net income, and the denominator of which is the sum of the Company's net income during the immediately preceding 12 full calendar months, computed after deduction for taxes measured by net income.

517.11. Pilarim II ownership. Increase or de-

- crease its ownership peicentage of Pilgrim II, as spec-ified in the Ownership Agreement, or otherwise increase its percentage share of liabilities with respect to

,_ Pilgrim II, except that the Company may increase its ownership percentage to not more than 69.026%, or de-crease its ownership percentage to not less than 50.026%.

517.12. Terminate Pension Plans. Terminate, withdraw from, or permit termination of any Guaranteed 1403 187 m

Pension Plan unless the asset value of such Plan is then at least equal to the value of the benefits guar-anteed by the Pension Benefit Guaranty Corporation.

517.13. Pension Plan Distribution. Permit any distribution described in 54043(b)(7) of ERISA to be made from any Guaranteed Pension Plan of the Company. -

517.14. No_ Subsidiaries.

Establish any Subsidi-ary, except as permitted by 517.3(c). _

518. EVENTS OF DEFAULT; ACCELERATION. If any of the following events (Events o_f Default) shall occur: _

(a) if the Company shall default in the pay-ment of the Notes when the same sball become due -

and payable, whether at maturity or at any date fixed for payment or prepayment or by declaration or otherwise; or (b) if th& Company shall default in the pay-ment of any interest on the Notes, the Base Com-mitment Fee, the Standby Commitment Fee or the -

Agent's fee provided for in 521.7 for more than -

five days after any such payment is due; or (c) if the Company shall default in the per-formance of or compliance with any term contained in any of 516.1, 5 517.1 through 17.8 inclusive or

~

517.11; or (d) if the Company shall-default in the per- -

fermance of or ccmpliance with any term contained herein other than those referred to abcve in this 518, and such default shall not have been remedied within 30 days after written notice thereof shall -

have been given to the Company by the Agent; or (e) if any representation or warranty made -

in writing by or on behalf of the Company herein or in connection with any of the transactions con-templated hereby shall prove to have been false or -

incorrect in any material respect on the date as of which made; or

, (f) if the Company shall default (as princi-pal or guarantor or other surety) in the payment of any principal of or premium, if any, or inter- _

est on any Indebtedness for. borrowed money (other

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1403 188 m

than the Company's obligations) or with respect to any of the terms of any evidence of such Indebted-ness for borrowed money or of any agreement re-

_ lating thereto, and such default shall continue for more than the period of grace, if any, speci-fied therein; or

~

(g) if the Company makes an assignment for the benefit of creditors, or petitions or applies for the appointment of a liquidator, receiver or custodian (or similar official) of the Company or of any substantial part of the assets of the Com-pany or commences any proceeding or case relating to the Company under any bankruptcy, reorganiza-tion, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect; or (h) if any such petition or application is

_ filed or any such proceeding or case is commenced against the Company and the Company indicates its approval thereof, consent thereta or acquiescence therein, or an order is entered appointing any such liquidator, receiver or custodian (or similar official), or adjudicating the Company bankrupt or

~

insolvent, or approving a petition in any such proceeding, or a decree or order for relief is en-tered in respect of the Company in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted; or (i) if any order is entered in any proceed-ing by or against the Company decreeing or per-mitting the dissolution or split-up of the Company or the winding up of its affairs; or (j) if there shall remain in force, undis-charged, unsatisfied and unstayed for more than 30

._ days, whether or not consecutive, any final judg-ment against the Company which with other out-standing final judgments, undischarged, against the company exceed in the aggregate $1,000,000; or (k) if an order of the DPU referred to in 5512.2, 13.2, 14.2 and 15.2 hereof with respect to any Notes Outstanding is revoked, terminated or otherwise ceases to be in full force and effect; or

_ 1403 189~

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(1) i'f, with respect to any Guaranteed Pen-sion Plan, there shall occur a Reportable Event (as defined in ERISA), which is not an Event of -

Default under 518(d), and which, in the reasonable opinion of Lenders holding at least 66-2/3% of the Notes then outstanding, evidences the occurrence of, or will have, a material adverse effect on the -

business, operations or financial condition of the company; or (m) if, in any rate proceeding with respect to the Company before the DFU after the company's investment in Pilgrim II has been included in its _

rate base, the Company's investment in Pilgrim II is exgluded from the rate base calculated by the DPU, and the Company is not diligently appealing _

such exclusion; then and in any such event the Agent, upon the written or -

telephonic (confirmed in_ writing) request of Lenders hold-ing at least 66 2/3% in aggregate unpaid principal amount of the Notes then outstanding (unless all Defaults and Events -

of Default shall theretofore have been remedied) by written '

notice to the company, shall declare all amounts owing with respect to the Notes to be due and payable, whereupon the same shall forthwith mature and become immediately due and -

payable together with interest thereon and all otber amounts then owing under this Agreement and the Notes, without pre-sentment, demand, protest or notice, all of which are hereby -

waived.

S19. NOTICE AND WAIVERS OF DEFAULT. _

519.1. Notice of Default. If any Person shall give any notice or tate any otner action in respect of

~

a claimed default (whether or not constituting an Event of Default) under this Agreement or any other note, ev-idence of indebtedness, indenture or other obligation -

with respect to borrowed money as to which the company is a party, or obligor, whether as principal or surety, the company shall forthwith give written notice thereof -

to each of the Lenders, describing the notice or action and the nature of the claimed default.

519.2. Waivers of Default. Any Default or Event -

of Default may be waived only with the written consent of Lenders holding at least 66-2/3% in aggregate unpaid principal amount of the Notes outstanding. Any Default -

1403 190 -

~

w

or Event of Default sc waived shall be deemed to have been cured and to be not continuing; but no such waiver shall extend to or affect any subsequent like default or impair any rights arising therefrom.

520. REMEDIES ON DEFAULT, ETC.

520.1. Richts of Lender. In case any one or more of the Events of De'fiult specified in 518 shall have

- occurred and be continuing, and whether or not all amounts owing with respect to the Notes have been de-clared due and payable pursuant to 518, each Lendcr, if owed any a=ount with respect to the Notes, may proceed '

to protect and enforce its rights by suit in equity, action at law and/or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement or the Notes, in-cluding the obtaining of the ex parte appointment of a receiver, and, if such amount'ETiall have become due, by declaration or otherwise, proceed to enforce the pay-ment thereof or any other legal or equitable right of the Lender; and

~

520.2. Set-Off. Regardless of the adequacy of any collateral, during the continuance of an Event of

- Default, any deposits or other sums credited by or due from any of the Lenders to the Company may be set off against any and all liabilities, direct or indirect, absolute or contingent, due or to become due, now ex-isting or hereafter arising, of the company to the Lenders. Each of the Lenders agrees with each of the other Lenders that (i) if an amount to be set off is to be applied to Indebtedness of the Company to a Lender, other than Indebtedness evidenced by the then outstand-ing Notes held by all of the Lenders, such amount shall -

be applied ratably to such other Indebtedness and to the Indebtedness evidenced by all such Notes, and (ii) if a Lender shall receive from the company, whether by

_ voluntary payment, exercise of the right of set-off, counterclaim, cross action, enforcement of the claim evidenced by the Notes held by a Lender by proceedings

- against the Company at law or in equity or by proof or allowance thereof in bankruptcy, reorganization liqui-dation, receivership or similar proceedings, or other-

- wise and shall retain and apply to the payment of the Note or Notes held by a Lender any amount in excess of its ratable portion of the payments received by all of the Lenders, such Lender will make such disposition and

_ 1403 191 m

arrangements with the other Len.iers with respect to such excess, either by way of distribution, pro tanto assignment of claims, subrogation or otherwise as snall -

result in each Lender receiving in respect of the Notes held by it its proportionate payment as contemplated by this Agreement provided, however, that if all or any part of such excess payment J.s thereafter recovered from such Lender, such disposition and arrangements shall be rescinded and the amount restored to the ex-tent of such reccVery, but without interest. -

521. TEE AGENT.

S21.1. Duties in General. The Agent is irrevoc-ably appointed as agTnt hereunder by, and is irrevoc-ably authorized by, each Lender to exercise all such _

powers as are hereunder and in related documents dele-gated to the Agent, together with such powers as are reasonably incident thereto. The Agent may exercise _

its powers and execute its duties by or through employ-ees or agents and shall be entitled to take, and to rely on, advice of counsel concerning all matters per- -

taining to its rights and duties under this Agreement and the Notes. -

521.2. Absence of Liabilities. Neither the Agent -

nor any of its snarehoTders, d2. rectors, officers or em-playees nor any other person assisting it in its duties nor any agent or employee thereof shall be liable for -

any waiver, consent or approval given or any action taken or omitted to be taken in good faith by it or them hereunder or under the Notes, or in connection -

herewith or therewith, or be responsible for the conse-quence of any oversight or error of judgment whatsoev-er, except that the Agent or such other perscn, as the -

case may be, may be liable fer losses due to its own gross negligence or wilful misconduct. The Agent shall not be responsible for the execution or validity or en- _

forceability of this Agreement or the Notes, or for any recitals or statements, representations or warranties herein or made in any certificate or instrument fur- _

nished to it by or on behalf of the Company, or be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants -

or agreements herein. The Agent shall not be bound to ascertain whether any notice, consent, waiver, or re-quest delivered to it by the company or by any Lender shall have been duly authorired or is true, accurate or -

complete.

1403 192

S21.3. Lenders' Indeoendent Credit Analysis.

Each Lender acknowledges that it has, independently and without reliance on the Agent, and based on such docu-

~

ments and information as it has deemed appropriate, made its own credit analysis of the company and its own decision to enter into this Agreement and agrees that it will, independently and without reliance upon the Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis and decisions in taking or not taking

- U. tion under this Agreement.

521.4. Distributions, Etc. If in the opinion of

_ the Agent the distribution of any amount received by it in such capacity hereunder or with respect to the Notes might involve it in a dispute resulting in its liabil-

~

ity, it may refrain from making distribution until its right to make distribution shall have been adjudicated by a court of competent jurisdiction. If a court of competent jurisdiction shall adjudge that any amount received and distributed by the Agent is to be repaid, each Person to whom" any such distribution shall have been made shall either repay to the Agent its propor-tional share of the amount so adjudged to be repaid or shall pay over the same in such manner and to such Per-sons as shall be determined by such court. A payment

_ by the Company to the Agent for the account of any Lender shall be deemed, as to the company, to be a pay-ment to such Lender.

521.5. Payees of Notes. The Agent may deem and treat the payee of any Note as the absolute owner

~

thereof. for all . purposes hereof until it shall have been furnished in writing with a different name by such payee or by a subsequent holder. -

521.6. Dual Cacacitv.

In its individual capac-ity, The First National Bank of Boston shall bave the same obligations and the same rights, powers and priv-ileges under this. Agreement and in respect to its com-mitments and the Loans made by it hereunder, and as the holder of any of the Notes, as it would have were it

_ not also the Agent.

521.7. Acent's Fee. As compensation for its ser-

_ vices as Agent under this Agreement, the company will pay to The First National Bank of Boston an annual fee of $50,000, payable in arrears, with the first such 1403 193 eam

. g papent due on -the first anniversary of the date of ,

this Agreement and subsequent payments due on the cor-responding date in succeeding years, for as 1cng as any of the Notes are outstanding. If the final payment -

with respect to the Notes occurs on any date other than an anniversary of the date of this Agreement, the Com-pany shall pay to The First National Bank of Boston on -

such final payment date a pro rata portion of such

$50,000 annual fee, based on the number of months (in-cluding any fraction of a month) which have elapsed .,

since the last anniversary date of this Agreement en ..

which such fee was paid.

522. EXPENSES. Whether or not the transactions con-templated hereby shall be consummated, the Company will pay (a) the cost of (i) printing or otherwise preparing this -

Agreement, the other instruments mentioned herein, the Notes and the instruments used in connection with the issuance thereof, (ii) any taxes (including any interest and penal-ties in respect thereof), other than the Lenders' federal

~

and state income taxes, payable on or with respect to the -

transactions contemplated by this Agreement (the Company hereby agreeing to indemnify the Lenders with respect there- -

to), and (iii) the Company's performance of and ccmpliance with the terms hereof; (b) the reasonable fees, expenses and disb'.trsements of the Lenders' Special Counsel incurred in -

connection with the preparation of this Agreement, the other instruments mentioned herein, the Notes and the instruments used in connection with the issuance thereof, with amend- _

ments, modifications, approvals, consents or waivers hereto; and (c) all reasonable out-of-pocket expenses (including reasonable attorneys' fees and costs) incurred by the Agent _

and the Lenders in connection with the enforcement of this Agreement, or in connection with any litigation, proceeding or dispute, whether arising hereunder or otherwise, in any '

way related to the Lenders' relationship hereunder with the Company. The covenants of this 522 shall survive payment or satisfaction of payment of amounts owing with respect to the ~

Notes.

523. SURVIVAL OF COVENANTS, ETC. All covenants, ag.~eements, representations and warranties made herein and -

in any certificates or other papers delivered by or on be-half of the Company pursuant hereto are material and shall be deemed to have been relied upon by the Lenders, notwith- -

standing any investigation heretofore or hereafter made by any of them, and shall survive the making by the Lenders of the Loans, as herein contemplated, and shall continue in -

1403 194

- full force and effec.t so long as any Loan or other amount due under this Agreement or the Notes remains outstanding and unpaid. All statements contained in any certificate or other paper delivered to any of_ the Lenders at any time by or on behr.l.t of the Company pursuant hereto or in connection with the transactions wtemplated hereby shall cont,titute representations and warranties by the company her.eunder.

524. PARTIES IN INTEREST. All the terms of this

~

Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and by their re-spective successors and assigns; provided that the Company shall not assign er transfer its rights hereunder without

- the prior written consent of each of the Lenders.

525. NOTICE, ETC. Except as otherwise specified here-

- in, all notices and other communications made or required to be given pursuant to this Agreement shall be in writing and shall be mailed by United States first-class mail, postage

,_ prepaid, or sent by telegraph confirmed by letter, addressed as follows: .

'- (a) if to the Company at 800 Boylston Street, Boston, Massachusetts 02099, Attn: Trea-surer (with a copy to the attention of General Counsel of the company at the same address, pro-vided that failure to provide such copy shall not impair the affectiveness of any notice so given to the attention of the Treasurer), or such other ad-dress for notice as the Company shall last have furnished in writing to the Person giving the no-tice; (b) if to the Agent and The First National Bank of Boston, at 100 Federal Street, Boston,

._ Massachusetts 02110, Attn: Jonathan D. Horne, Vice President, or such other address for notice as tl :

Agent shall last have furnished in writing to the Person giving the notice; (c) if to Bank of Montreal, at 2 Wall

~

. Street, New York, New York 10005, Attn: Dodge O.

Dorland, Assistant Vice President, or such other address for notice as such Lender shall last have furnished in writing to the Person giving the no-tice; 1403 195 Emuum emuus

(d) if to Bankers Trust Company, at 280 Park ,

Avenue, New York, New York 10017, Attn: John ,

J. T. Moran, Vice President, or such other address -

for notice as such Lender shall last have fur-nished in writing to the Person giving the notice;  :

(e) if to Barclays Bank International, Ltd.,

at 110 Tremont Street, Boston, Massachusetts '

02108, Attn: The Manager, or such other address ~

for noticc as such Lender shall last have fur-nished in writing to the Person giving the notice;  ;

(f) if to Continental Illinois National Bank -

& Trust Company of Chicago, at 231 South LaSalle ,

Street, Chicago, Illinois 60693, Attn: Utilities '

Department, or such other address for notice as -

such Lender shall last have furnished in writing to the Person giving the notice; I, (g) if to Manufacturers Hanover Trust Compa-ny, at 350 Park Avenue, New York, New York 10022,  !

At'm: Robert J. Lord, Vice President, or such _;

other address for notice as such Lender shall last have furnished in writing to the Person giving the  ;

notice; _,

1 (h) if to Morgan Guaranty Trust Company of New York, at 23 Wall Street, New York, New York 10015, Attn: Utilities -Department, or such other address for notice as such Lender shall last have ,

furnished in writing to the Person giving the no-tice; -

(i) if to Wells Fargo Bank, N.A., at 770 Wilshire Boulevard, Los Angeles, California 90017, -

Attn: James D. Shepherd, Vice President, or such other address for notice as such Lender shall last have furnished in writing to the Person giving the _

notice; (j) if to Chemical Bank, at 277 Park Avenue, _

New York, New York 10017, Attn: Susan F. Kelly, Assistant Vice President, or such other address for notice as such Lender shall last have fur- -

nished in writing to the Person giving the notice; (k) if to Irving Trust Company, at One Wall '

Street, New York, New York 10015, Attn: Public 1403 196 -

Utilities Department, or such other address for notice as such Lender shall last have furnished in writing to the Person giving the notice; (1) if to PruFunding, Inc., at 1255 Boylston Street, Boston, Massachusetts 02115, Attn: Comp-troller, or such other address for notice as such Lender shall last have furnished in writing to the Person giving the notice;

~

(qt) if to United California Bank, at 707 Wilshire Bouleva.cd, Los Angeles, California 90017, Attn: Robert J. Matthews, Corporate Banking Offi-

~

cer, or such other address for notice as such Lender shall last have furnished in writing to the Person giving the notice; or (n) if to Canadian Imperial Bank of Com-merce, at The Agency, First National Bank of At-

- lanta Tower, Peachtree Street, N.W. - Suite 1400, Atlanta, Georgia- 30303, Attn: The Manager, or such other address for notice as such Lender shall last

_ have furnished in writing to the Person getting the notice. .

Any notice so addressed and mailed by first-class cer-tified mail, return receipt requested, shall be deemed to have been given when mailed. Any other notice shall be deemed given as of the date received. Notwithstanding the two preceding sentences, any of the notices from the Company to the Agent specified in 5 52.5, 3.1, 3.3, 4.1, 6.5, 7.1, 7.2, 7.4, 8 or 9.2(b) shall (i) be deemed given when re-ceived by the Agent, and (ii) be given to the Agent by the Company not later than 12 O' clock noon on the last Business Day specified in whichever-of such sections is relevant for

- such notice to be given.

526. MISCELLANEOUS. This Agreement shall be deemed to

_ be a contract under the laws of the Commonwealth of Massa-chusetts and shall for all purposes be construed in accor-dance with and governed by the laws of said Commonwealth.

The rights and remedies herein expressed are cumulative and not exclusive of any other rights which any Lender would otherwise have. Any instruments required by any of the pro-visions hereof to be in the form annexed hereto as an exhib-it shall be substantially in such form with such changes therefrom, if any, as may be approved by the Lenders and the Company. The captions in this Agreement are for convenience en 1403 197

of reference only and shall not define or limit the provi-sions hereof. This Agreement or any amendment may be exe-cuted in separate counterparts, each of which when so exe- -

cuted and delivered shall be an original, but all of which together shall constitute one instrument. In proving this Agreement, it shall not be necessary to produce or account _

for more than one such counterpart.

527. ENTIRE AC-RETMENT, ETC. This Agreement, together with the Notes and any other documents executed in connec-tion herewith or therewith, express the entire understanding of the parties with respect to the transactions contemplated hereby. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally or in writ-ing, except as provided in 528.

528. CONSENTS, AMENDMENTS, WAIVERS, ETC. Except as otherwise expressly set forth in any particular provision of this Agreement, any consent or approval required or permit- -

ted by this Agreement to be given by the Lenders'may be giv-en, and any term of this Agreement or of any other instru-ment related hereto or mentioned herein may be amended, and _

the performance or observance by the Ccmpany of any term of -

this Agreement may be waived (either generally or in a par-ticular instance and either retroactively or prospectively) with, but only with, the written consent of the Company and the written consent of Lenders holding at least 66-2/3% in aggregate unpaid principal amcunt of the Outstanding Notes, -

or, if there is no unpaid principal amount with respect to the Notes, Lenders which have at least 66-2/3% in amount of the Base Commitment and the Standby Cc=mitment. Notwith-standing the foregoing, the rates of interest on and the -

terms of the Notes, the amounts of the Base Commitment or the Standby Commitment, the respective percentages thereof of each Lender as set forth in 555.1 and 9.1, respectively, -

the provisions of W s 528 and the amounts of the Base Cem-mitment Fee or the Standby Ccmmitment Fee may not be changed without the written consent of the Company and the written -

consent of all of the Lenders. No waiver shall extend to or affact any obligation not expressly waived or impair any right consequent thereon. No course of dealing or delay or --

omission on the part of any Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudi-cial thereto. No notice to or demand upon the Company shall _

entitle the Company to other or further notice or demand in similar or other ca.rcumstances.

1403 198

529. AGREEMENT. AS TO AGENT OR BROKERS. The Company hereby agrees to indemnify and hold the Lenders harmless against and in respect of any claim for brokerage or other commissions relating to this Agreement or the transactions contemplated hereby resulting from its dealings with any broker in connection with this transaction. Each Lender

, severally but not jointly agrees and warrants that it has not dealt with any broker in connection with this transac-tion and will hold the company harmless against and in re-

~

spect of any claim for brokerage or other commissions relat-ing to this Agreement or the transactions contemplated here-by resulting from its dealings with any broker in connection with this transaction.

Sicned, scaled and delivered, as of the date set forth at the beginning of this Agreement, by the Company and each of the Lenders.

BOSTON EDISON COMPANY e

[ Corporate Seal] By_ . -> b 9 . w d #

Attest:

BANK OF MONTREAL WELLS FARGO BANK, N.A.

By By

- BANKERS TRUST COMPANY CHEMICAL BANK By By BARCLAYS BANK INTERNATIONAL, IRVING TRUST COMPANY LTD.

By By

_ 1403 199 M .

e.es

CONTINENTAL ILLINOIS NATIONAL PRUFUNDING, INC.

BANK & TRUST COMPANY OF CHICACO -

)

By - By -

\ Viet WatbcNT THE FIRST NATIONAL BANK OF UNITED CALIFORNIA BANK BOSTON _

By " -p / [ By .,

/ /

EANOVER TRUST CANADIAN IMPERIAL BANK OF

. COMMERCE _

By By MORGAN GUARANTY TRUST COMPANY OF 1 YORK By ',s s eeWM

~

$' C THE FIRST NATIONAL BANK OF BOSTON, as ge -

By s-ssw/

/j.

1403 200 -

e @

• e W

/ s29. AGREEMENT AS TO AGENT OR BROKERS. The Company hereby agrees to indemnify and hold the Lenders harmless

~

against and in respect of any claim for brokerage or other commissions relating to this Agreement ' or the transactions contemplated hereby resulting from its dealings with any broker in connection with this transaction. Each Lender severally but not jointly agrees and warrants that it has not dealt with any broker in connection with this transac-

- tion and will hold the company harmless against and in re-spect of any claim for brokerage or other commissions relat-ing to this Agreement or the transactions contemplated here-

_ by resulting from its dealings with any broker in connection with thin transaction.

Signad, sealed and delivered, as of the date set forth at the beginning of this Agreement, by the Company and each of the Lenders.

BOSTON EDISON COMPANY

[ Corporate Seal] -

By M/

Attest:

Off ,. m ,

BANK OF MONTREAL WELLS FARGO BANK, N.A.

By By BANKERS TRUST COMPANY . CBEMICAL BANK By By 4

- BARCLAYS BANK INTERNATIONAL, IRVING TRUST COMPANY LTD.

By By h. b a.c t va peu 1403 201 W

529. AGREEMENT AS TO AGENT OR BROKERS. The Company hereby agrees to indemnify and hold the Lenders harmless against and in respect of any claim for brokerage or other __

commissions relating to this Agreement or the transactions contemplated hereby resulting from its dealings with any broker in connection with this transaction. Each Lender ~

severally but not jointly agrees and warrants that it has not dealt with any broker in connection with this transac-tion and will hold the Company harmless against and in re- -

spect of any claim for brokerage or other commissions relat-ing to this Agreement or the transactions contemplated here-by resulting from its dealings with any broker in connection with this transaction. -

Signed, sealed and delivered, as of the date set forth at the beginning of this Agreement, by the company and each -

of the Lenders.

BOSTON EDISON COMPANY _

M 67

[ Corporate Seal] By .

Attest: _

" ~

J f /// s B' s MONTfAL WELLS FARGO BANK, N.A.

By/ ) l lI By l / Agent, Crealt ,

BAFjERS TRUST CO!GANY -

CEEMICAL BANK By By BARCLAYS BANK INTERNATIONAL, IRVING TRUST COIGANY _

LTD.

By By

~

..1403 202 6

_ 529. AGREEMDiT AS TO AGDC OR BROKERS. The Company hereby agrees to indemnify and hold the Lenders harmless against and in respect of any claim for brokerage or other commissions relating to this Agreement or the transactions contemplated hereby resulting from its declings with any broker in connection with this transaction. Each Lender severally but not jointly agrees and warrants that it has not dealt with any broker in connection with this transac-tion and will hold the Company harmless against and in re-spect of any claim for brokerage or other commissions relat-ing to this Agreement or the transactions contemplated here-

- by resulting from its dealings with any broker in connection with this transaction.

_ Signed, scaled and delivered, as of the date set forth at the beginning of this Agreement, by the Company and each of the Lenders.

~

BOSTON EDISON COMPANY

[ Corporate Seal] -

By j M '

Attest: ff V 7

,.NW , , . -

s

_ BANK OF MONTREAL WELLS FARGO B A.

1

\

By B

/

(A\.dJ k . \ M { CG -

BANKERS TRUST COMPANY CEEMICAL BANK By B BARCLAYS BANK INTERNATIONAL, IRVING TRUST COMPANY LTD.

By By 1403 203

=

M h

CONTINENTAL I GINOIS NATIONAL PRUFUNDING, INC.

/ BANK & TRUST COMPANY OF CEICAGO By By THE FIRST NATIONAL BANK OF UNITED CALIFORNIA BANK -

BOSTON

~

By m . Ir#d ! By i n EANOVER TRUST CANADIAN IMPERIAL BANK OF ._

ANY COMMERCE B s e By

/ v.e.

MORGAN GUARANTY TRUST COMPANY -

OF NEW YORK .

By .

THE FIRST NATIONAL BANK OF BOSTON, as Agen -

By . #74[ _

x  :

1403 204 _

w

-w O O w

h

/

3 529. AGREE S;T AS TO AGENT OR BROKERS. The Company hereby agrees to indemnify and hold the Lenders harmless against and in respect of any claim for brokerage or other commissions relating to this Agreement or the transactions contemplated hereby resulting from its dealings with any broker in connection with this transaction. Each Lender severally but not jointly agrees and warrants that it has

_ not dealt with any broker in connection with this transac-tion and will hold the company harmless against and in re-spect of any claim for brokerage or other commissions relat-

_ ing to this Agreement or the transactions contemplated hsre-by resulting from its dealings with any broker in connection with this transaction.

~

Signed, sealed and delivered, as of the date set forth at the beginning of this Agreement, by the Company and each of the Lenders.

BOSTON EDISON COMPANY r--

~

[ Corporate Seal] By .

@MM#

Attest:

< r NJ / / .

~

BANK OF MONTREAL WELLS FARGO BANK, N.A.

By By BANKERS TRUST COMPANY CHEMICAL ,,

By By ' //I' V

BARCLAYS BANK INTERNATIONAL, IRVING TRUST COMPANY LTD.

By By 1403 205 mese

CONTINENTAL ILLINOIS NATIONAL PRUFUNDING, INC. -

BANK & TRUST COMPANY'OF CHICAGO By By THE FIRST NATIONAL BANK OF UNITED CALIFORNIA BANK _

BOSTON Sy trd By 71- G EANOVER TRUST

' M L1 CANADIAN IMPERIAL BANK OF ~

C _

COMMERCE By By [

MORGAN GUARANTY TRUST COMPANY

~

[ -

OF NEW YORK .

By THE FIRST NATIONAL BANK OF BOSTON, as e _

By #%68 _

v 1403 .?06 h

e W

e 0

CONTINENTAL ILLINOIS NATIONAL PRUFUNDING, INC.

BANK & TRUST CObEANY OF CEICAGO By By THE FIRST NATIONAL BANK OF UNITED CALIFORNIA BANK BOSTON By 72 W

~ ~

/

~ ~

By '"d-f m (! w

~

t/ 4. c.e /Jt oh a%

.h .A T3 TRS EANOVER TRUST CANADIAN IMPERIAL BIM OF bEANY COMMERCE By By MORGAN GUARANTY TRUST COMPANY OF NEW YORK By THE FIRST NATIONAL BANK OF BOSTON, as ge By , M // ' ' '

//

_ 1403 207

.u.

I

-64

/ CONTINENTAL ILLINOIS NATIONAL PRUFUNDING, INC.

SANK & TRUST COMPANY OF CnICAGO n/ n j j I f; I '

By By / OA L -

THE FIRST NATIONAL BANK OF UNITED CALIFORNIA BANK BOSTON By /- ., 16 . By V- EANO TRUST CANADIAN IMPERIAL BANK OF C. ANY COMMERCE By By MORGAN GUARAhTI TRUST COMPANY -

OF NEW YORK -

By -

THE FIRST NATIONAL BANK OF _

BOSTON, a ge By -

///

~

E 1403 '?08 e

9 e O m

N

529. AGRFDIENT AS TO AGENT OR BROKERS. The Company hereby agrees to indemnify and hold the Lenders harmless against and in respect of any claim for brokerage or other coc. missions relating to this Agreement or the transactions contemplated hereby resulting from its dealings with any broker in connection with this transaction. Each Lender severally but not jointly agrees and warrants that it has not dealt with any broker in connection with. this transac-tion and will hold the Company harmless against and in re-spect of any claim for brokerage or other commissions relat-ing to this Agreement or the transactions contemplated here-by resulting from its dealings with any broker in connection

- with this transaction.

Signed, sealed and delivered, ^ as of the date set forth

_ at the beginning of this Agreement, by the company and each of the Lenders.

_ BOSTON EDISON COMPANY

~

[ Corporate Seal) By M/

Attest:

~

ein h. TL u

BANK OF MONTREAL WELLS FARGO BANK, N.A.

By By BANKE.S TRUST COMPANY CHEMICAL BANK

<gb g

/

BARCLAYS BANK I(NTERNATIONAL,

~

IRVING TRUST COMPANY LTD.

By By_

~

1403 209 h

529. AGREEMENT' AS TO AGENT OR BROKERS. The Company

~

hereby agrees to indemnify and hold the Lenders harmless against and in respect of any claim for brokerage or other commissions relating to this Agreement or the transactions -

contemplated hereby resulting from its dealings with any broker in connection with this transaction. Each Lender severally but not jointly agrees and warrants that it has -

not dealt with any broker in connection with this transac-tion and will hold the Company harmless against and in re-spect of any claim for brokerage or other commissions relat- -

ing to this Agreement or the transactions contemplated here-by resulting from its dealings with any broker in connection with this transaction. _

Signed, sealed and delivered, as of the date set forth at the beginning of this Agreement, by the Company and each _

of the Lenders.

BOSTON EDISON COMPANY -

[ Corporate Seal] By NMd ,

Attest:

e Nd /i ,-

s- . -

BANK OF MONTREAL WELLS FARGO BANK, N.A.

By By

~

BANKERS TRUST COMPANY CEEMICAL BANK By By -

BARCLAYS BANK INTERNATIONAL, IRVING TRUST COMPANY LTD. -

By x <

im , By -

! LLD -

~'

i403 '.10

EXHIBIT A BOSTON EDISON COMPANY Base Revolving Promissory Note S Boston, Massachusetts

, 1979

~ TJR VALUE RECEIVED, the undersigned, BOSTON EDISON COM-PANY (the " Company"), a corporation organized and existing unhr the laws of the Commonwealth of Massachusetts, hereby

_ p mmises to pay on the earlier of (i) the completion Date or (ii) July 31, 1987, to (the " Payee") or order the principal amount of S

~

or so much thereof as shall have been advanced to the compa-ny by the Payee pursuant to 52 of a Base and Standby Revolv-ing Credit and Tern Loan Agreement among the Company, the Payee and twelve other Lenders dated as of July 31, 1979 (the " Credit Agreement") and remains outstanding at the of-fice at 100 Federal Street, Boston, Massachusetts 02110 of the Agent for the account of the Payee with interest from

~

the date hereof on any unpaid balance of such principal amount at a rate per annum which shall be the percentage de-termined in accordance with the next succeeding sentence of

._ whichever is the higher of the Base Rate or the Alternate Base Rate in effect from time to time. The percentage pro-vided for in the last preceding sentence shall be 104% if

_ the Bond Rating in effect is Baa (or its then equivalent) or higher, or 107% if such Bond Rating is Ba (or its then equivalent) or lower or if the Bond Rating has been sus-

~

pended. Each change in the interest rate resulting from a change in the Bond Rating, the Base Rate or the Alternate Base Rate, as the case may be, shall be effective at the be-ginning of the business day on which each such change in the Bond Rating, Base Rate or Alternate Base Rate, as the case may be, occurs. Interest shall be payable in arrears on the first day of each month commencing on 1, 1979, and at maturity in arrears at the office of the Agent for the account of the Payee. Overdue principal shall bear interest at the rate or rates provided for above, plus 1% per annum,

- payable on demand.

This Note has been issued by the Company in accordance

._ with the terms of the Credit Agreement, and all capitalized terms used herein which are not otherwise defined herein have the meanings assigned to them by the Credit Agreement.

1403 211 h

~

The Company and any tolder hereof is entitled to the bene-fits of the credit Agreement and may enforce the agreements of the Company contained therein, and any holder may exer- -

cise the respective remedies provided for thereby or other-wise available in respect thereof, all in accordance with the respective terms thereof.

In case an Event of Default shall occur, the unpaid balance of the principal of *his Note may become or may be declared due and payable in the manner and with the effect -

provided in the Credit Agreement.

If any payment required to be made hereon becomes due _

on a day which banks in the City of Boston, Massachusetts, are required or permitted by law to remain closed, such pay-ment shall be made on the next succeeding day on which such -

banks are open; and such extension shall be included in com-puting interest in accordance with sach payment.

The Company waives p, resentment, protest and all other demands in connection wi.th the delivery, acceptance, perfor-mance, default or enforcement of this Note.

This Note shall be deemed to take effect as a sealed instrument under the laws in force in the Commonwealth of Massachusetts and for all purposes shall be construed in ac- -

cordance with such laws. ,

BOSTON EDISON COMPANY _

enum

[ Corporate Seal] By Attest: _

Clerk 1403 912 -

w w

W

EXEIBIT B_

BOSTON EDISON COMPANY

~

Base Term Note Due , 198

$ Boston, Massachusetts

, 198 FOR VALUE RECEIVED, the undersigned BOSTON EDISON COM-PANY (the " Company"), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, hereby promises to pay to

- (the " Payee") or order the principal amount of S on , 19 , with interest on the unpaid balance of such principal amount from the date hereof until maturity

_ at a rate per annum which shall be  % of whichever is the higher of the Base Rate or the Alternate Base Rate in effect from time to time. Each change in the interest rate result-

~

ing from a change in the Base Rate or the Alternate Base Rate, as the case may be, shall be effective at the begin-ning of the business day on which each such change in the Base Rate or the Alternate Base Rate, as the case may be, occurs.

This Note has been issued by the Comp =.ny in accordance with the terms of a Base and Standby Revolving Credit and '

Term Loan Agreement among the Company, the Payee and twelve other Lenders dated as of July 31, 1979 (the " Credit Agree-

_ ment"), and all capitalized terms used herein which are not otherwise defined herein have the meanings assigned to them by the Credit Agreement. The Company and any holder hereof

_ is entitled to the benefits of the Credit Agreement and may enforce the agreements of the Company contained therein, and any holder may exercise the respective remedies provided for

~

thereby or otherwise available in' respect thereof, all in accordance with the respective terms thereof.

Interest shall be payable monthly in arrears on the first day of each month, commencing on , 198 and at maturity in arrears at the office of the Agent for the account of the Payee. Commencing on [the first anniversary of the date of this Note], and on the [second, third and fourth anniversaries of such date] until this Note shall have been paid in full, the company will prepay an amount equal to one-quarter of the face principal amount of this Note at the office at 100 Federal Street, Boston, Massachu-setts 02110 of the Agent for the account of the Payee. Ov-

._ erdue principal shall bear interest at the rate or rates provided for above, plus 1% per annum, payable on demand.

~

1403 H 3

In case an Even~t of Default shall occur, the unpaid -

balance of the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Credit Agreement. -

If any payment required to be made hereon becomes due on a day which banks in the city of Boston, Massachusetts, .-

are required or permitted by law to remain closed, such pay-ment shall be made on the next succeeding day on which such banks are open; and such extension shall be included in _

computing interest in accordance with such payment.

The Company waives presentment, protest and all oth.ar .

demands in connection with the delivery, acceptance, per-formance, default or enforcement of this Note.

This Note shall be deemed to take effect as a sealed instrument under the laws in force in the commonwealth of Massachusetts and for all purposes shall be construed in ac-cordance with .uch laws. ,

BOSTON EDISON COMPANY

[ Corporate Seal] By Attest:

Clerk

.e.

1403 ?l4 Ge=

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EXEIBIT C EbSTON EDISON COMPANY Standby Revolving Promissory Note S Boston, Massachusetts

, 19 FOR VALUE RECEIVED, the undersigned, BOSTON EDISON COM-

_ PANY (the " Company"), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, hereby promises to pay on the Final Standby Conversion Date to

~ (the " Payee") or order the principal amount of S or so much thereof as shall have been advanced to the Company by the Payee pursuant to 56 of a Base and Standby Revolving Credit and Term Loan Agreement among the Company, the Payee and. twelve other Lenders dated as of July 31, 1979 (the " Credit Agreement")

and remains outstanding at the office at 100 Federal Street, Boston, Massachusetts 02110 of th'e Agent for the account of the Payee with interest from the date hereof on any unpaid balance of such principal amount at a rate per annum which

- shall be the percentage determined in accordance with the next succeeding sentence of whichever is the higher of the Base Rate or the Alternate Base Rate in effect from time to time. The percentage provided for in the last preceding sentence shall be 110% if the Bond Rating in effect is A (or

• its then equivalent) or higher, 113% if such Bond Rating is

'~ Baa (or its then equivalent), or 115% if such Bond Rating is Ba (or its then equivalent) or lower or if the Bond Rating has been suspended. Each change in the interest rate re-sulting from a change in the Bond Rating, the Base Rate or

~

the Alternate Base Rate, as the case may be, shall be effec-tive at the beginning of the business day on which each such change in the Bond Rating, Base Rate c.r Alternate Base Rate, as the case may be, occurs. Interest shall be payable in arrears on the first day of each month commencing on 1, 19 , and at maturity in arrears at the office of the Agent for the account of the Payee. The Company will make mandatory prepayments of the principal of this Note as and to the extent provided in 57 of the Credit Agreement, at the

_ office of the Agent for the account of the Payee. Overdue principal shall bear interest at the rate or rates provided for above, plus 1% per annum, payable on demand.

~

This Note has been issued by the Company in accordance wi.th the terms of the Credit Agreement, and all capitalized 1403 ?l5

terms used herein wh'ich are not otherwise defined herein have the meanings assigned to them by the Credit Agreement.

The Company and any holder hereof is entitled to the bene- ~

fits of the Credit Agreement and may enforce the agreements of the Company contained therein, and any holder may exer-cise the respective remedios provided for thereby or other- ~

vise available in respect thereof, all in accordance with the respective terms thereof.

In case an Event of Default shall occur, the unpaid -

balance of the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Credit Agreement. -

If any payment required to be made hereon becomes due on a day which banks in the City of Boston, Massachusetts, _

are required or permitted by law to remain closed, such pay-ment shall be made on the next succeeding day on which such banks are open; and such extension shall be included in _

' computing interest in accordance with such payment.

The company waives presentment, protest and all other -

demands in connection with the delivery, acceptance, per-formance, default or enforcement of this Note.

This Note shall be deemed to take effect as a sealed instrument under the laws in force in the Commonwealth of Massachusetts and for all purposes shall be construed in ac-cordance with such laws. - -

BOSTON EDISON COMPIXf

[ Corporate Seal] By Attest:

1403 116 -

Clerk W

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EXHIBIT D, BOSTON EDISON COMPANY

[ Interim][ Final) Standby Term Note Due , 19

$ Boston, Massachusetts

, 198 FOR VALUE RECEIVED, the undersigned BOSTON EDISON COM-PANY (rhe " Company"), a corporation organized and existing under the laws of the Commonwealth of Massachusetts, hereby promises to pay to

._ (the " Payee") or order the principal amount of S on the first to occur of (i) the fourth anniversary of the

• Completion Date, or (ii) July 29, 1991, with interest on the

~ unpaid balance of such principal amount from the date hereof until maturity at a rate per annum which shall be  % of whichever is the higher of the Base Rate or the Alternate Base Rate in effect from time to time. Each change in the interest rate resulting from a change in the Base Rate or the Alternate Base Rate, as' the case may be, shall be effec-tive at the beginning of the business day on which each such change in the Base Rate or the Alternato Base Rate, as the ct:se may be, occurs.

, This Note has been issued by the Company in accordance with the terms of a Base and Standby Revolving Credit and Term Loan Agreement among the Company, the Payee and twelve

,_ other Lenders dated as of July 31, 1979 (the " Credit Agree-ment"), and all capitalized terms used herein which are not otherwise defined herein have the meanings assigned to them

~

by the Credit Agreement. The Company and any holder hereof is entitled to the benefits of the Credit Agreement and may enforce the agreements of the Company contained therein, and any holder inay exercise the respective remedies prov;.ded for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof.

Interest shall be payable monthly in arrears on the first day of each month, commencing on , 198 and at maturity in arrears at the office of the Agent for the

- account of the Payee. Commencing on the first to occur of (i) the first anniversary of the Completion Date, or (ii)

July 29, 1988, and on the corresponding date of each suc-

_ ceeding year until this Note shall have been paid in full, the Company will prepay an amount equal to one-quarter of the face principal amount of this Note at the office at 100

_ Federal Street, Boston, Massachusetts 02110 of the Agent for

_ 1403 ?l7

2-the account of the Payee. Overdue principal shall bear in- _

terest at the rate or rates provided for above, plus 1% per annum payable on demand.

~

In case an Event of Default shall occur, the unpaid balance of the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Credit Agreement.

If any payment required to be made hereon becomes due on a day which banks in the City of Boston, Massachusetts, -

are required or permitted by law to remain closed, such pay-ment shall be made on the next succeeding day on which such banks are open; and such extension shall be included in com- -

puting interest in accordance with such payment.

The Company waives presentment, protest and all other _

demands in connection w3.th the delivery, acceptance, per-formance, default or enforcement of this Note.

. This Note shall be deemed to take effect as a sealed instrument under the laws in force in the Commonwealth of Massachusetts and for all purposes shall be construed in ac-cordance with such laws.

BOSTON EDISON COMPANY

[ Corporate Seal] By - -

Attest:

~

clerk 1403 118 h

tupar e O' h

6

EXHIBIT E BOSTON EDISON COMPANY Borrowing Certificate The undersigned , [ President] of Boston Edison Company, a Massachusetts corporation (the

_ " Company"), and ,

[ Treasurer] of the Company, in accordance with the provisions of 5[12.9) [13]

[14.9] [15] of the base and Standby Revolving Credit and Term Loan Agreement dated as of July 31, 1979 (the " Agree-ment"), between the company and the lenders named in the preamble of the Agreement (the " Lenders"), hereby certify as follows with respect to the loans by the Lenders to the Com -

- pany aggregating S to be made on the date hereof:

1. That the representations and warranties contained

_ in 510 of the Agreement are true and correct on and as of the date hereof as if made on said date, except to the extent that the facts upon which such representations and warranties are based may in the ordinary course have been changed by the transactions permitted or contemplated by the Agreement; and

2. That, giving effect to consummation of such loans, there exists no Default, as that term is defined

_ in $1.20 of the Agreement, or Event of Default, as defined in $18 of the Agreement.

- BOSTON EDISON COMPANY By

[ President)

By

[ Treasurer]

~

Date: , 19 Boston, Massachusetts 1403 219 tem-

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~ '

EXHIBIT F -

BOSTON EDISON COMPANY Comoliance certificate

~

The undersigned , (President] of Boston Edison Company, a Massachusetts corporation (the

" Company"), and , [ Treasurer) of the company, in accordance with the provisions of 516.4(f) of -

the Base and Standby Revolving Credit and Term Loan Agree-ment dated as of July 31, 1979 (the " Agreement") between ,

the Company and the lenders named in the preamble of the -

Agreement (the " Lenders"), hereby certify as follows:

1. That, 2- of the date hereof, there exists no De- _

fault, as that term is defined in 51.20 of the Agreement, or Event of Default, as defined in 518 of the Agreement; and

~

2. That Schedule A attached hereto demonstrates, and sets forth in reasonable detail the calculations necessary for such demonstration, that the Company ,

is not in violation of the provisions of 5517.1 (f), 17.7, 17.9 and 17.10 and certain other finan-cial covenants set forth in the Agreement. _

BOSTON EDISON COMPANY By

[ President] _

By

[ Treasurer] - -

Date: , 19 Boston, Massachusetts -

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Schedule A Demonstration of Comuliance with Financial Covenants A. Calculation of Ratio of Funded Indebtedness to Total

~~

Canitalization as of , 19 (61777)

Funded Indebtedness Amount First Mortgage Bonds S Secured Notes '

Borrowings under Standby Line under Revolving Credit Agreement Dated , 1979 Term Loans under Revolving Credit Agreement Dated , 1979

~

Other Term Loans Capitalized Leases Total Funded Indebtedness S m

Total Canitalization Total Funded Indebtedness S Preferred Stock

_ Preference Stock Common Stock Equity Common Stock $

~

Premium on Common Stock Retained Earnings Surplus Invested in Plant Capital Stock Expense (net)

Post 12/31/78 (i) intangibles and (ii) write-ups of assets (net)

Total Common Stock Equity $

Total Capitalization S Ratio of Funded Indebtedness to Total Capitalization  %

Requirement 60%

1403 221 h

B. Calculation of Ratio of Earnincs to Interest Charces

($17.9) for Ee M Mo b Ended , 19 Earninas _

Net Income $

Income Taxes ~

Interest on Long-term Debt Interest on Notes Payable Other Interest Interest Portion of Rental Charges (1/3)

Total Earnings S Interest Charces Interest on Long-term Debt S -

Interest on Notes Payable Other Interest Interest Portion of Rental Charges (1/3) _

Total Interest Charges S

~

Ratio of Ea:.T.ings to Interest Charges -

times .

Requirement 2.00 times _

1403 ~?22 tw W

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~

C. Calculation of Ratio of Earnings to Interest Charges and Preferred and Preference Dividends (517.10 For the Twelve Montns Ended , 19 Earninos Net Income S Income Taxes Interest on Long-term Debt Interest on Notes Payable

_ Other Interest Interest Portion of Rental Charges (1/3)

Total Earnings S Interest Charces and Preferred and Preference Dividends

~

Interest:

Interest on Long-term Debt S Interest on Notes Payable Other Interest Interest Portion of Rental" Charges (1/3)

Total Interest Charges $

Preferred and Preference Dividends:

Requirements

• S

_ Total Interest Charges and Preferred and -

Preference Dividend Requirements S Ratio of Earnings to Interest Charges and

~

Preferred and Preference Dividend Requirements times Requirement 1.50 times

• Composed of (i) the portion of certain preferred dividends which are deductible for income tax purposes ($ ) and (ii) the balance of preferred dividends and preference divi-dends multiplied by the ratio that pretax income bears to

- net income, as follows:

(1) Net Income plus Income Taxes =  %

_ Net Income (2) Balance of Preferred and Preference Dividends = $

_ (3) (1) times (2) = $

1403 ?23

D. Other Short-term Unsecured Bank Borrowincs and Commer-cial Paper Outstanding as of _ _ , 19 (617.1 (f)

Short-tern Unsecured Bank Borrowings Bank Loans Outstanding Total S _

Commercial Pacer S Total S _

Limitation S30,000,000 -

E. Comoliance with Other Financial Covenants as of -

" " ~ -

, 19

1. Amount of Funded Indebtedness with respect to nuclear fuel (517.l(b)) S Limitation , S125,000,000

2. Investments in fuel subsidiary -

(517.3(c)) $

L M tation S 25,000,000 _

3. Amount relating to dispositions of assets not in the ordinary course _

of business for the current year, including proposed dispositions (517.5(b)) S _

Limitation S 25,000,000

4. Amount of lease obligations pursuant to 517.8 $

Limitation $ 10,000,000 -

1403 ?24 -

6 SC=oULE 1 LITIGATION REFERRED TO IN S10.8 Rate proceedings described in Note G(2) of Notes to Fi-nancial Statements contained in the Company's Annual Report (p. 17) for its fiscal year ended December 31, 1978, as sup-plemented by the second and third paragraphs of Item 5 (p.

14) of the Company's Report on Forn 10-K for said year and Note 5 tc the Unaudited Financial Statements (p. 6) of the

_ Company's Report on Form 10-Q for its Quarter ended March 31, 1979.

_ Litigation described in Note G(3) of Notes to Financial Statements contained in the Company's Annual Report (p. 18) for its fiscal year ended December 31, 1978.

~

Litigation described ,in the second paragraph of Part II, Item 1 (p. 11) of the Company's Report on Form 10-Q for its Quarter ended March 31, 1979.

Regulatory proceedings described in Item 1(c)(1)(ii)

(pp. 4-5) and Item 1(c)(2)(iii) (p. 10), of the Company's Report on Form 10-K for its fiscal year ended December 31, 1978, as supplemented by the first paragraph of Part II, Item 1 (p. 11) of the Company's Report on Form 10-Q for its

_ Quarter ended March 31, 1979.

W 1403 225 w

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i- AMENDMENT NO. 1 TO BASE AND STANDBY REVOLVING CREDIT AND TERM LOAN AGREEMENT DATED AS OF JULY 31, 1979 AGREEMENT OF AMENDMENT dated as of October 12, 1979, by and among BOSTON EDISON COMPANY, a Massachusetts corpora-tion (the " Company"), BANK OF MONTREAL, BANKERS TRUST COMPANY, BARCLAYS BANK INTERNATIONAL, LTD., CONTINENTAL ILLINOIS NATIONAL BANK & TRUST COMPANY OF CHICAGO, THE FIRS'O NATIONAL BANK OF BOSTON, MANUFACTURERS HANOVER TRUST COMPANY, MORGAN GUARANTY TRUST COMPANY OF NEW YORK, WELLS FARGO BANK, N.A.,

CHEMICAL BANK, IRVING TRUST COMPANY, PRUFUNDING, INC., UNITED CALIFORNIA BANK and CANADIAN IMPERIAL BANK OF COMMERCE (col-lectively,the " Lenders").

WHEREAS, the Company, on the one hand, and the Lenders, on the other hand, are parties to a Base and Standby Revolving Credit and Term Loan Agreement dated as of July 31, 1979 (the

" Credit Agreement").

WHEREAS, the Company has requested that the Lenders agree te certain amendments to the Credit Agreement, to comply with certain requests made by the Massachusetts Department of Public Utilities ("DPU") in the proceeCings before the DPU pertaining to issuance of an order app toving, as necessary, the trans-actions contemplated by the Credit Agreement.

WHEREAS, the Lenders are willing to agree to such amend-ments to the Credit Agreement on the terms and conditions provided herein.

NOW, THEREFORE, in consideration of the foregoing prem-ises and of the mutual covenants hereinafter set forth and of the other good and valuable considerations, the parties hereby agree as follows:

1. The following new subsection (c) is added at the end of 59.2 of the Credit Agreement:

(c) If, as permitted by S517.5 (c) and 17.11, the Company decreases its ownership percentage of Pilgrim II to less than 50.026%, then, on the date 1403 226

- -= 6 - . -

,3,, ,, ,,n. 7; ** *** t  %; **.' '.' t* ' (#4 Jar w" .7 *p .y ***'*l'*M**-C

.;.

-1 of any such reduction, the total amount of the Standby Revolving Credit Loan commitments other-wise provided for in SS9.1 and 9.2 (a) and (b) shall be reduced by S6,000,000 for each percent by which the resulting ownership percentage of the company is less than 50.026%. For purposes of this 59.2 (c) , if.the company's ownership percentage is reduced by less than it, or by one or more percent and a fraction of another percent, the fraction of a percent shall be rounded up to the next full per-cent, so that, e.g., a reduction by .026% to 50%

would be deemed a reduction by 1%, and a reduction '

by 5.026% to 45% would be deemed a reduction by 6%.

2. The following new sentence is added at the end of S10.14 of the Credit Agreement:

Beside the foregoing restrictions on use of proceeds, the Company shall use the proceeds of the Loans only as permitted by the relevant order or orders of the DPU, as referred to in SS12.2, 13.2, 14.2 and 15.2.

3. S17.5 of the credit Agreement is amended by deleting the "and" following the semicolon at the end of subsection (a) ,

making the period at the end of subsection (b) a semicolon and adding "and" immediately following such semicolon, and by add-ing the following new subsection (c) at the end of such S17.5:- ,

(c) any disposition of the C.ompany's owner-ship percentage of Pilgrim II, as specified in the Ownership Agreement, made by the Company prior to the date of the First Lending-Standby pursuant to DPU proceeding No. 19494.

4. S17.11 of the credit Agreement is amended by making the period at the end of such section a comma, and adding the following additional clause at the end of such section:

and except that the Company may decrease its owner-ship percentage to less than 50.026% prior to the date of the First Lending-Standby pursuant to DPU proceeding No. 19494.

5. The following new S17.15 is added at the end of S17 of the credit Agreement:

1403 ?27

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517.15. Pilgrim II Control. Permit any amendment to the provisions of SS9, 11, 12 or 13 of the Ownership Agreement which would remove from the Company the sole responsibility for, or the full authority to act for all owners of Pilgrim II with respect to, design and construction of Pilgrim II, operation and maintenance of Pilgrim II, procurement of nuclear fuel for Pilgrim II and execution of contracts relating to construction.and maintenance of Pilgrim II.

6. Except as specifically amended by this Agreement, the Credit Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of this 12th day of October, 1979.

BOSTON EDISON COMPAhY

[ Corporate Seal] By M Attest:

w . - ,.

r - $

BANK OF MONTREAL WELLS FARGO BANK, N.A.

By By BANKERS TRUST COMPANY CHEMICAL BANK By By BARCLAYS BANK INTERNATIONAL, IRVING TRUST COMPANY LTD.

By By CONTINENTAL ILLINOIS NATIONAL PRUFUNDING, INC.

BANK & TRUST COMPANY OF CHICAGO By _

By 1403 :?28

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. . wy,w my . . .

THE FIRST NATIONAL BANK OF UNITED CALIFORNIA BANK BOSTON By w / M /- -

By 7//

UFACTURERS HANOVER TRUST CANADIAN IMPERIAL BANK OF COMPANY COMMERCE By By MORGAN GUARANTY TRUST COMPANY OF NEW YORK By THE FIRST NATIONAL BANK OF BOSTON, as Age By / /A #%t/

/ 7/

1403 ?29

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October 19, 1979 To Whom it May Concern; This is to certify that the annexed is a true copy of the Petition of Boston Department of Public Utilities Order 20145:

Edison Company for approval and authorization by theble Department of Public Utilities of the issuance of promissory notes paya l amount more than one year after date in the aggregate principa s the net proceeds from borrow ing not exceeding $500,000,000; ' tility evidenced, additions and improvements to the Company s u f the plant and properties or to the payment of obligations o Company incurred for such expenditures .

Very t ly yours, e_

Christgpher C. Rich Secertary of the Department of Public Utilities ac l403 ?30

^'****""

Nk [$ik

',' h Bl}c Gnuttttautucatti; of fHasmtriptsettu j UNIOI "O DEPARTMENT OF PUBLIC UTILITIES I

1( Jk,Y .' September 17, 1979 .

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D.P.U.,20145 ,-

Petition of Boston Edison Company for approval .and adthorization by the Department of Public Utilities of the issuance of promissor?

notes payable more than one year after date in the aggregate princi-pal amount not exce.eding 5500,000,000; the netproceeds from borrowings evidenced by such notes to be used for capital expenditures for ex-tensions, additions and improvements to the company's utility plant and properties or to the payment of obligations of the Company in-curred for such expenditures.

APPEARANCES:

Truman S. Casner, Esq.

Roscoe Trimmier, Jr., Esq.

• Victor H. Kazanjian, Esq. ,

1

' Timothy C. Maguire, Esq.

For the Petitioner .

Michael B. Meters, Esq. ,

For the Attorney General .

~

John L. Talvacchia, Esq.

,- For the Department of Public Utilities William S. Abbott, Esq.

. For PUNIC ,

.' O'n July 27, 1979, Boston Edison Company filed a pet.ition requesting the authorization and approval by the Department of ,

the issuance of promissory notes payable more than one year after date in the aggregate principal amount not exceeding

$500,000,000. The notes would be issued by the Company pursuant to a Base and Standby Revolving Credit and Term Noan Agreement, executed by. the Company on July 31, 1979.

1403  ?.31 G -

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5 public hearing was held on the Company's petition on August 14, 1979. The return  :

of the order of notice in com- -

pleted form was tendered and accepted to substantiate compliance b with- the statutory requirement of publication and notice .  : of the proceedings. The votes of the Directors authorizing the filing of the necessary applications were filed as an exhibit.

The Department allowed intervention by the Attorney General, Staff I.ntervenors and Plymouth County Nuclear Information Commit-tee (PCNIC). "The Attorney Genera 3.,

Staff Intervenors and PCNIC filed memorandums of law which, in general opposed the Company's loan agreements and f orm of financing in the present form.

( -

The Company's exhibits introduced in evidence, which sup-port the oral testimony of the Company's witness, included the balance sheet of the Company dated June 30, 1979, schedules .

. covering the Company's capitalization, net additions and capitalizable plant, and the Base and Standby Revolving Credit -

- and Term Loan Agreement.

• On June 30, 1979, the capitalization of the Company.

- included S115,345,000 of Common Stock and a premium thereon of $129,812,000. The outstanding Cumulative Preferred Stock n, consisted,of 180,000 shares of the 4.25 percent series, having 250,000 shares of the an aggregate par value of $18,000,000; -

4.78 percent series, having an aggregate par value of

$25,000,000'; and 400,000 shares of the B.88 percent series, having an aggregate par value of $40,000,000. " The first and -

.2- -

. I403  ?.32 4 g

.. . . ~ ' ~ ~.

- -- -**""^^'~7

- second series of Preference Stock, ineluding the premiums respectively.

thereon, totaled $46,650,000.and $38,333,000, The Company also had outstanding First F.ortgage Bonds, . .

Series 3, D through ? and H,through Q, aggregating $556,163,000 h

principal amount, secured n'otes aggregating $21,360,000 and a The Company

$75,000,000 term note payable to Citibank,I:.A.

- also had $40,111,695 or indebtedner;s outstanding un, der a Nuclear Material Lease and Security Agreement with PruLease, Inc.

principal Also,theCompanyhassoldanadditionab$45,500,000 amount of First Mortgage Bonds, Serie's (, which will be issued August 15, 1979 The proceeds of that issue will be used to Additiona,11y, the Company

~

refund the Series O Bonds in part.

{ ~

has issued and sold 2,~000,000 additional shares of its Common ,

Stock, for which authorization was cbtained from the Department in DPU 20025 The Department has also authorized the issuance of not more than 500,000 additional sha es of Common Stock

.- pursuant to a Dividend Reinvestnent and Com=on Stock Purchase Plan.

The Company has entered into a Base and Standby Revolving d including

. Credit and Tern Loan Agreement with a number of len ers, The First national Bank of Boston,' for itself and as Agent for the other lenders, Bank of Montreal, Bankers " rust Company, Barclays

- Bank International, Ltd., Continental Illinois Mational Bank

& Trust Company of Chicago, Manufacturers Hanover Trust Company, F. organ Guaranty Trust Company of New York, Wells Fargo Bank, N.A.,

Chemical Bank, Irving Trust Company, PruFunding, .

1403 ?$3 .

me o o y rr -

dmoMILw n -

.f

-

Inc., United California rank and Canadian Imperial Bank of

- Commerce. *

. The Company's Senior Vice President testified.that the

, Loan A5reenent has two basic parts, a Base Credit of

g. .

$125,006,000 and a standby Credit of $375,000*,000.

The Base Credit wculd replace most of the Company's existing bank I

lines of credit, and borrowings under the Base Revo,1 vin 5 Credit will be used by the Company for its general Sorporate purposes, including capital expenditures. The proceeds of all other borrowings und'er,the Loan Agreement will be used for ,

capital expenditures,for extensions, additions,and improvements

( to the Company's utility plant and properties,or to the payment of obligations incurred for such expenditures.

He also described the terms of' borrowings under th.e Base 5evolvin5 Credit, which provide that the Company may issue from time to time, upon the terms and conditions set

- forth in the Loan Agreement, Base Revolving Notes payable to the Lenders in the aggregate principal amount of $125,000,000 which mature on the earlier of the date as of which the Company

~

' is authorized by the Nuclear Regulatory Commission to commence commercial operation of Pilgrim Unit No. 2 (the " Completion Date")

or July 31, 1987 The Base Revolvin5 Notes will bear interest on the unpaid principal balance thereof from time to time outstanding, payable monthlya 'nd at maturity in arrears, at a rate per annum ,

equal to 10!!5 of the. higher, of the Base . Rate or t,he, Alternate Base em -

d The Base Rate is define Rate set forth in the Loan .'.greement.

/ as the rate of interest designated by the Agent from time to

, time as its base rate and usually charged by it on new 90-da The .

unsecu' red loans to substantial and responsible borrowers.

Alternate Base Rate 1,s computed as 1/2 of one. percent above the latest three .<eek moving average interest rate payable on 90-to-119 day dealer-placed ' commercial paper as published .

uif such weekly by the Federal Reserve Bank of New York or d

• publication 'or a substitute containing the above-describe rate information is suspended or terminated, such three-week based moving average interest raite as determined by the Agent il

[ -

on quotations received by it from any three New York commerc a If the bond rating paper dealers of recognized standing. '

from time to time assidned by Moo 6y's Investors Service, Inc. to the most recently issued series of the Company's First Mortgage Bonds is lowered to Ba or lower or if the Ccmpany's Bond Rating has been suspended, then the percentage -

of the Base Rate er the Alternate Base Rate shall be 1 The Base Revolving :!otes may be prepaid in whole or in part any time withcut premium or penal y, provided by the Company at l that each partial prepayment shall be in the aggregate principa Amounts so pre-

' amount of $5,000,000.or a multiple thereof.

paid can be reborrowed by the Ccmpany at any time prior to t

. 31, 1987 earlier of the Completion Date or July i -

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1403 ?35 h , .

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The Company's Seni,or Vice President testified that under the Loan Agreement, amounts outstanding under the Base

/

. Revoiving Hotes on the earlie'r of the Completion ..- Da'.re or

l. July 3., 1987 can be converted at the Company's option into Base Term Loans evidence.d by Base Term Notes issued to the Lenders on whichever date is t.pplicable. The Base Cerm Notes will be payable in four equal annual installments beginning with the first anniversary of their.date of issue and will bear. interest on the unpaid principal balance therecf from time to time outstanding, payable -monthly and at maturity in arrears, at a rate per annum equal to 113% of the higher of the Base Rate or the Alternate Base Rate if the Company's

[.

Bond Rating is A or higher at the time the Ba'se Ter: Notes are issued, 115% of the higher of the Sase Rate or the Alternate Base Rate _if the Company's Bond Rating is Ba or lower or if .

the Company's Bond Rating has been suspended at such ti e] The Base Term Notes may be prepaid in whole or in part by the

.' Company at any time without prenium or penalty, pro' tided that each partial prepayment shall be in the aggregate principal amount of $10,000,000 or a multiple thereof.

The Company's Senior Vice President stated that the Company has decided to replace its existing banl: lines because

. the cost of borrowing under the Base Revolv$ng Credit is significantly less than its present cost of short-term borrowing. .

He recited computations prepared by the Company which tended to

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show that including the commitment fees which the Cor.pany the has. agreed to pay on both the Base and Standby Credit, Company would pay a lower effective interest rate ca.3ase Revolving Hotes than on tha weighted' average of its current h -- .

bank lines, assuming'eith'er 53% or 100% utilization cf the Base Re.volving Credit by tf2e Company. .

The amount of the commitment fees which the~ Comp any has agreed to pay pursuant to the Loan Agreement equal's 1/2 of 15 per annum on the daily average unused portion of the Base Revolving Credit and 1/11 of 15 per arinum on the daily average unused amount Of the Standby Credit. The Cenpgny's Senior Vice

~

Fresident testified that these fees are gener,al'ly payable t

quarterly in arrears, 'but until the .L ompany makes its first borrowings under the Loan Agreement', 1: has agreed Oc pay ,

commitment fees on the total amount of the Ease and E andby dredit monthly in advance. ,

- - He also testified that the Company plans to treat amounts .

borrowed under Base Revolving Notes as short-term deh on the Company's ba*_ance sheet, because the Company plans Oc use the Base Eevolving Credit under the Loan Agreement in pla:e of most of its existing short-term bank lines of credit and intends to repay the Base Revelting Notes with internally generated funds or the

~

proceeds from the issuance from time to time of First Kortgage Bonds or capital. stock. Hejstated that the Company's accountants have agreed that this would be appropriate.

1403 237 "3.2M$

without premium or penalty. Amounts so prepaid can be reborrowed by the Company provided that the commitment of the ~ enders shall be reduced as described above. ,

Ameunts outstanding under the Standby Revolvity;Eotes f"

k* on each of the dates on which ', the Lenders' commitments to

• 1end are reduced can be converted at the option of thei Company -

int'o Stapdby Cern Loans evidenced by Standby Term Nctes issued on said dates to the Lenders, provided that the maximum -l.

~

~

aggregate principal amount of Standby Term Notes issued on any such date shall be equal to the amount by which the commit-ment of the Lenders to make Standby Revolving Loans is reduced on that date.

The Standby Term Notes shall te payatle in four

' equal annual installments beginning on the eadlier cf (1) the first anniversary of the Conpletion Date or (ii) July 29, 1988 and shall bear interest on the unpaid principal talance -

- thereof from tine to time outstanding., payable monthly and i

i- . at maturity in arrears, at the same rate as the Base Term Notes, except that the applicable percentage of the Base ,

.~

- Rate for any Standby T?rm Hote shall be determined as of the The Standby Tern Hotes may be date of issue of such note.

i h-

,' prepaid in thcle or in part by'the Company at any time w t out premium or penalty, provided that each partial prepayment shall be in the aggregate principal amount of $10,0CD,000 or a multiple thereof.

He also stated that the 'consitment fee of 1/4 cf 15 with respect to the Standby Revo1* vin 5 Credit wotId be increttsed pursuant to the Loan Agreement on any portion of that credit which is extended by the Company for one year and on ahy portion of

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1.101.23B -. .-

- \

that credit which is utilized by the Company and prepaid ,

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prior to its maturity with funds other than proceeds of Standby Term Notes. The Senior Vice President indicated that if the Company's construction schedule proceeds on-schedule and if it issues bonds and capital stock as its, I financing needs dictate, the higher commitment fee will not be triggered. ,.

He also testified that during the period from.1982 through 1985, the Company antici'ates p a need for about $3c5 million in iong-term debt financing for its construction program and anticipates issuing First Mortgage Bonds to meet these needs.

He indicated that notwithstanding "the Company's plans, unfore-( .

seen ev'nts and changes in the economic, regulatory and political climate at the time the Company ne'eds financing could have an

/ adverse effect on' the Company's' ability to meet its needs. In

~

's the Senior Vice President's opini,on, the Standby facility pro-vides flexibility to the Company"to obtain debt financi% petwith-standing such uncertainties. He also expressed the belief that the backup provided by the Standby Credit is required as a ma.tter of prudence, even though the Company intends to use external financing to the extent it believes that it is economically advantageous to do so. He indicated that although at present it is impossible _ to predict the relative interest costs of issuing First Mortgage Bonds or utilizing the Standby credit at the time financing is needed, based on historical data it nay be less

.- expensive at times to borrow under the Standby Cr' edit, and' .

the Company will be able to compare relative interest costs at the tbne it needs the financing.

D* D.* g 1401 139-oc o D

v$.L)[L

The Loan Agreement as presented in evidence by the Company f represent-

contains customary conditions with respect to the truth i o ~

ations and warranties contained therein at the time of any borrow ngs d the and also provides that the Comp,any cannot make borrowings un er has- issued Standby Credit unless the Nuclear Regulatory Commiss1,on, In addition, under j

' a Construction Permit for Pilgrim Unit No. 2.

the Loan Agreement, the Company has agreed to pay to The First .

National Bank of Boston an agent's fee of $50,000 per annum for so i

long as any notes are outstanding thereunder, The Attorney General and Staff took the position that any approval of the agreement would be prejudicial to the outcome _of In order to preclude this possibility we are provid-D.P.U. 19494.

ing for a minor modification of the loan agreement in order to eliminate the objections raised by this issue.

The Department finds that the issuance of not exceeding

$500,000,000 aggregate principal amount of promissory notes payable more than one year after date by the Company is a reasonable method by which it may, in the case of Base Rev'olving Notes, obtain funds for its general corporate purposes, including capital expenditures, and, in the case of all other notes issued pursuant to the Loan Agreement, obtain funds for capital expenditures for extensions, additions and improvements to the Company's utility plant and prop- s erties or to the payment of obligations of the Company incurred for such expendi' ues.

The Department also finds that the negotiated arrangement of the Loan Agreement pursuant to which the promissory notes are to be issued, rather than an arrangement by competitive bidding, is desirable in this case.

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14b3240 -

e

Accordin5 y, after notice, public hearing, investigation

' 1

• and consideration, the Departmer.t .

. That the issue by Eoston Edison Company .~'

. of promis-VOTED: regate sory notes payable more .

than one year after date .

in the a5 d Standby pursuant to the Base an principal amount'of $500,000,000 bmitted to this

' Revolvins Credit and Term Loan J.greement as su I hich Department is reasonably necessary for thes purposes -f,or w ,

such issues of notes have been authorized; and it That the Departmen't hereby approves and authorizes ORDERED: .. mity.with f

' the issue and sale by Boston Edison Company, in con or thereto, of promissory notes all the provisions of law relatinE in the aS5regate principal

- . payable more than one year after date .

t est

. said notes to bear in er

amount of not more t'han'$500,000,000, ditions as provided in Pand otherwise to ,be upon the terms and con foan Agreement,

,.. .said Base and Standby Revolving credit and Term -

d authorizati

.c provided, however, that the Department's approval an

/ C Base Term Notes, Standby Revolving of issuance by the' Company o. d

[.

Notes and Standby Term Note:s' (as such terms are defined Credit and Term Loan Agreement) are

• BaseandStahidbyRevolvin5 take -

n subject co such action as the k)e'partment riay hereafter in light of its findings and orders in D.P.U. No 19494 and the '

• Department hereby retains jurisdiction over thishearing proceeding for

.(D.P'.U. No. 20145) so that it may fix a time for a the presentation of evidence .as to whe.ther its order in' this proceeding should be amended or supplemented with respe

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the approval and authorization cf issuance by the Company o

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1403 ?41

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12 .

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Base Term Notes, St;andby Revolving Notes or Standby. Terd Notes ,

because o.f the Department's findings and orders in D.P.U. No. . .

. *192194 and if the Department calls su.ch a hearing, it.'shall .

,;

thereafter render a decision prior to the issue and sale by tile Company'of any Base Term No'tes, Standby Revc1ving Estes or * \\e.

. Standby Term Notes; and it is .

FURTHER ORDERED: That the proceeds frcm.the.1,s,ue and sale s

~

. of Base Revolving Notes pursuant to said Base and 'S;andby Revolv-ins Credit and Term Loan Agreement sNall be used for th'e Company's d

- .' general corpo' rate purposes, ine'.uding capital expe,nditures, an

the proceeds of all other notes' issued pursuant to said Agreement -

shall.be used for extensions, additions and improvenents to the .

' .Conpany's utility plant and p$o,:er' ties or te the payment of ,

obligations of th,e Cempany incurred for such expenditures; and ,.,

it is

. r . '.

.. . ..FURTHER ORDERED:

That.the Department finds that an exemption

"' from all of the competitive bidding requiremen ;s of Section 15 of - - .

Chapter 164 of the General Laws in connection with the issue of promissory notes payable more than ene year after date in the s'

aggregate principal amount of $500,000,000 is in th6 public interest and hereby grants to the Company an exempt 5.on therefrom,

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and it is .

1403 ?42. '.

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That the Department'.s findin g in this p ..

FURTHER ORDERED

!, decision (D.P.U. 20145) do not prejudice ot take in D.P.U. 19494 in any way an the Department of Public Utilities may or may n onstruction program e or preclude a finding that the present or future c ecessary, and '

of Boston Edison company is or is not reasonable or n it is .

Approval of the Base and Standby Revolvitig FURTHER ORDERED:

h odification of Credit and Loan Agreement is conditioned upon f tence e mto minimum Sections 17.5 and 17.11 of said agreement with treinerPilgrim II ownership by Boston Edison Company of 50.026 in the percen proportionate nuclear plant to, provide that a change, if any, Edison Company pursuant to

. share ownership in Pilgrim II by Boston terms of the h

D.P.U. 19494 shall not constitute default under t e t provided Base and Standby Revolving Credit and Loan Agreemen to be; borrowed ,

howeyer, in the event of such change the maximum tion as any amount .

under the agreement may be reduced by the same hip,proporand it is reduction ordered by the Department of such owners That before each borrowing under the Standby FURTHER ORDERED: be required to and Loan Agreement that the Boston Edison Company ii t capital demonstrate to the Department that it hasdincurred and secure approval suff c en expenditures to equal the amounts to be borrowe t therefor.

A true copy; - By Order of the Department, Attest:

-  % R $ n.-

Doris R. Pote', Ch=4 man tf. .' "o ,( . . ..

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1403 243 t

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. Appeal as to matters 6f law from any final decision, order or ruling of the Commission may be taken to the Fupreme Judicia.1 Court by an aggrieved party in interest by the filing of a writtea petition praying that the order of the Commission be modified or set aside in whole or in part.

Such petition for appeal shall be filed with the Secretary of the Commission within twenty days after the date of service of the decision, order or rulins of the Commission, or within such further time as to the Commission may' g allow uponofrequest the date servicefiled priordecision, of said to the expiration of th'e twenty order or ruling. days Within tenafter days after such petition has been filed, the appealing party shall enter the by filing a appeal in the Supreme Judicial Court sitting in Suffolk County copy thereof with the Clerk of said court. (Sec. 5, Chapter 25, G.L.,Ter. Ed.

as most recently amended by Chapter 485 of the Acts of 1971).

1403 ?44

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e e

• JLppbal as to matters 6f law from any final decision, order or ruling of the Commission may be taken to the Supreme Judicia-1 Court by an aggrieved party

- in interest by the filing of a written petition praying that the order of the Commission be modified or set aside in whole or in part.

Such petition for appeal shall be filed with the Secretary of the Commission within twenty days after the date of service of the decisi~on, order or rulins of the Commission, or within such further time as to the Commission may g allow upon request the date.of service filed prior of said to the expiration decision, of the twenty order or ruling. days Within ten after days after such petition has been filed, the appealing party shall enter the appeal in the Supreme Judicial Court sitting in Suffolk County by fil.ing a copy thereof with the Clerk of said court. (Sec. 5, Chapter 25, G.L. Ter. Ed.

as most recently amended by Chapter 485 of the Acts of 1971).

1403 ?45 i

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O o =. = m ,

order or ruling of the Appeal as to matters 6f law from any final decision, Commission may be taken to the Supreme Judicial Court by an aggrieved party in interest by the filing of a written petition praying that the order of the Commission be modified or set aside in whole or in part.

Such petition for appeal shall be filed with the Secretary of the Commission within twenty days af ter the date of service of the decisibn; order or- rulint of the Commission, or within such further time as to the Commission may B allow upon request the date'of servicefiled prior of said to the expiration decision, of the twenty order or ruling. days Within ten after days after such petition has been filed, the appealing party shall enter the by filing a appeal in the Supreme Judicial Court sitting in Suffolk County copy thereof with the Clerk of said court. (Sec. 5, Chapter 25, G.L. Ter. Ed.

as most recently emended by Chapter 485 of the Acts of 1971).

I403 ?46 S

I 4

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Appeal as to matters 6f law from any final decision, order or ruling of the

. Commission may be taken to the Supreme Judicial Court by an aggrieved party in interest by the filing of a written petition praying that the order of the Commission be modified or set aside in whole or in part.

Such petition for appeal shall be filed with the Secretary of the Commission within twenty days after the date of service of the decisi'on, order or.rulins of the Commission, or within such further time as to the Commission may g allow uponofrequest the date servicefiled prior of said to the expiration decision, of the twenty order or ruling. days Within tenafter days after such petition has been filed, the appealing party shall enter the by. filing a appeal in the Supreme Judicial Court sitting in Suffolk County copy thereof with the Clerk of said court. (Sec. 5, Chapter 25, G.L. Ter. Ed.

as most recently amended by Chapter 485 of the Acts of 1971).

1403 ?4/

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1 67N1/16i Mid8//J' q

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> A4%. % aew October 19, 1979 To Whom it May Concern; This is to certify that the annexed is a true copy of the Department of Public Utilities Order 20145-A: Petition of Boston Edison Company for approval and authorization by the Department of Public Utilities of the issuance of promi'ssory notes payable more than one year after date in the aggregate principal amount not exceeding $500,000,000; the net proceeds from borrowings evidenced, additions and imporvements to the Company's utility plant and properties or to the payment of obligations of the Company incurred for such expenditures.

Very truly yours, t 't.

,,. - T f . <. ;y ,

's }t g // l.

Christopher C. Rich Secretary of the Department

's .

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• c./' of Public Utilities

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1403 ?48 MC Attachment

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Gl)r 6D ltl1101111tralt!} uf filassarlpiscits .,  ; ,

E IS 0.'! ' DEPARTMENT OF PUBLIC UTILITinS

. - 6 FNt.e . -

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.0c.tobg ...ll.. l.pl.9. .. . _

AMENDED ORDER D.P.U. 2014S-A .

Petition of Boston Edison Company for approval and authorization by the Department of Public Utilities of the issuance of promissory notes payable more than one year after date in the aggregate prin-cipal amount not exceeding 5500,000,000; the net proceeds from borrowings evidenced by such notes to be used for capital expendi-tures for extensions, additions and improvements to the Company's utility plant and properties or to the payment of obligations of the Company incurred for such expenditures. ,

APPEARANCES: Truman S. Casner, Esq.

Roscoe Trimmier, Jr., Esq.

Victor H. Kc anjian, Esq.

Timothy C. Maguire, Esq.

For: the Petitioner Michael B. Meyer, Esq.

For: The Department of the Attorney General John L. Talvacchia, Esq.

For: The Decartment of Public 9**D "D W hI g

~

Utilities

' ' William S. Abbott, Esq.

For: PCNIC

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On Sept:nber 17, 1979, the Department of Public Utilities

(" Department") issued an order in this proceeding app' roving the

. issuance by Boston Edison Company (" Company") of promissory notes payable more than one year af ter date in the principal aggregat.e amount not exceeding 5500,000,000 subject to cortsin conditions.

On October 5, 1979, the Company filed a motion requesting the Depart-

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1403 249

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mont to issue a supplemental order finding that the conditions re-ferred to in its earlier order had been satisfied, correcting the description of the interest rate applicable to certain of the notes and clarifying another provision in the order.

The Company submitted as an exhibit to its motion an Amendment dated as of October 12, 1979 (the " Amendment") to the Base and Standby Revolving Credit and Term Loan Agreement dated. as of July 31, 1979 (the " Agreement"). The Amendmen' modifies Sections 17.5 and 17.11 of the Agreement so that it will not be'a default under the Agreement .f, pursuant to any action that the Department may take in DPU 19494, the Company makes a disposition of its ownership per-k centage in Pilgrim Unit No. 2 prior to the date of the first borrow-ing under the Standby Credit provisions of the Agreement .(which borrowing cannot occur prior to July 31, 1981). The Amendment also modifies Section 9.2 of the Agreement so thrc the lenders' commitments to make loans under the Standby Credit will be reduced proportionately by $6 million f,or each percentage point below 50.026% that the Com-pany's ownership percentage in Pilgrim Unit No. 2 is reduced as a result of any such permitted disposition. Other changes in the Agreement effected by the Amendment include (a) modification of Sec-tion 10.14 so that the Company covenants with the lenders to apply the pI 3ceeds of borrowings under the Agreement as required by the Department's. orders in this proceeding; and (b) addition of a new covenant in Section17.15 to prohibit the Company from agreeing to any amendment to the Agreement for Joint Ownership, Construction and Operation of Pilgrim Unit No. 2 which would remove from the Company the sole responsibility for, or the full authority to act for the owners of said unit with respect to, the design, construction, i403 150

, . 3_ .

' peration and maintenance of said unit, the procurement of nuclear fuel for said unit and the execution of contracts relating to construction and maintenance of said unit. .

The Department finds that the Amendment modifies the Agreement as contemplated by D.P.U. 20145 (September 17, 1979).

The Company requested that the description of the interest rate to be borne by the Base Term Notes as contained in the second sentence of the first paragraph on page 6 of D.P.U. 20145 be corrected to read as follows:

"The Base Term Notes will be payable in four equal annual installments beginning with the first anni-versary of their date of issue and will bear inter-est on the unpaid principal balance thereof from time to time outstanding, payable monthly and at maturity in arrears, at a rate per annum equal to 113% of the higher of the Base Rate or the Alter-nate Base Rate if the Company's Bond Rating is A or higher at the time the Base Term Notes are issued,115% of the higher of the Base Rate or the Alternate Base Rate if the Company's Bond Rating is Baa or 116% of the higher of the Base Rate or the Alternate Base Rate if the Company's Bond Rating is Ba or lower or if the Company's Bond Rating has been suspended at such time."

The Department finds that such change is appropriate. The Company also requested that the last paragraph of said order be changed to read in its entirety as follows:

"FURTHER ORDERED: That before Boston Edison Company issues and sells any Standby Revolving 403 . 5i

Notes or Standby '2crm Notes (as such terms arc defined in said Base and Standby Revolving and Term Loan Agreement) it present evidence to the Department showing that it has incurred

• sufficient capital expenditures to equal the ,

principal amount of such notes and upon such presentation of evidence the Department shall approve the issue and sale of such notes."

Accordingly, after review and consideration, it is hereby ORDERED: That the Amendment dated as of October 12, 1979 to the Base and Standby Revolving Credit and Term Loan ~ Agreement dated k as of July 31, 1979, be and hereby is approved; and it is' FURTHER ORDERED: That the description of the interest rate to be borne by the Base Term Notes as contained in the second sentence of the first paragraph on page six of D.P.U. 20145 be corrected to read as described herein; and it is FURTHER ORDERED:

That the last paragraph in the Ordered Section of D.P.U. 20145 be corrected to read as described herein.

By Order of the Department,

. /s/ DORIS R. POTE' t Doris R. Pote', Chairman A true copy; /g"K jg7

'JL Attest:

JWt Chairman e

-l Appeal as to matters of law from any final decision, order or ruling of the Commission may be taken to the Supreme Judicial Court by an aggrieve party in the interest by the filing of a written petition praying that the order of the Commission be modified or set aside in whole or in part Such petition for appeal shall be filed with the Secretary of the Commis within twenty days after the date of service of the decision, order or ruling of the Commission, or within such further time as to the Commissi may allow upon request filed prior to the expiration of the twenty days after the date of service of said decision, order or ruling. Within ten days after such petition has been filed, the appealing party shall enter the appeal in the Supreme Judicial Court sitting in Suffolk County by filing a copy therof with the Clerk of said court. (Sec. 5, Chapter 25, G.L. Ter. Ed., as most recently amended by Chapter 485 of the Acts of 19 S

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UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION BEFORE THE ATOMIC SAFETY AND LICENSING BOARD

)

In the Matter of )

)

BOSTON EDISON COMPANY et al. ) Docket No. 50-471

)

(Pilgrim Nuclear Generating Station, )

Unit 2) )

)

AFFIDAVIT OF THOMAS J. MAY I, Thomas J. May, Assistant Treasurer, Boston Edison Company, being duly sworn, aver and say, that on May 25, 1979 at Plymouth, Massachusetts, I gave testimony in the captioned proceeding inter alia that Boston Edison was in the process of completing negotiations with a group of large commercial banks for a $500 million line of credit in the form of a re-volving credit agreement to provide an alternate and readily available source of funds which Boston Edison Company may elect to use from time to time for construction of Pilgrim Unit 2. The documents attached hereto are: an executed copy of the agreement referenced in my testimony, an executed i 403 .?S4

amendment thereto and copies of certified copies of the decisions of the Massachusetts Department of Public Utilities relative to the agreement and agreement as amended.

Mn #

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Thomas Jfr May f

Commonwealth of Massachusetts County of Suffolk Subscribed and sworn to before me this 1st day of November, 1979 h it w v 'll /h uvp Notary (

l403 255