Exhibit 1.1
$500,000,000
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES E
DISTRIBUTION AGREEMENT
______________, 2000
▇▇▇▇▇▇ Brothers Inc.
▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
UBS Warburg LLC
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Sirs:
Central Maine Power Company, a Maine corporation (the "Company"), confirms
its agreement with each of you (individually, an "Agent" and collectively, the
"Agents") with respect to the issue and sale by the Company of up to an
aggregate principal amount of $500,000,000 of its Medium-Term Notes, Series E
(the "Notes"). The Notes are to be issued from time to time pursuant to an
indenture, dated as of August 1, 1989 (as supplemented by the First Supplemental
Indenture dated as of August 7, 1989, the Second Supplemental Indenture dated as
of January 10, 1992, the Third Supplemental Indenture dated as of December 15,
1994, the Fourth Supplemental Indenture dated as of February 26, 1998 and as
further supplemented by the Fifth Supplemental Indenture dated as of __________,
2000 relating to the Notes (the "Supplemental Indenture") and as it may be
further supplemented or amended from time to time, the "Indenture"), between the
Company and The Bank of New York, as trustee (the "Trustee").
The Notes shall have the maturity ranges, applicable interest rates or
interest rate formulas, issue prices, redemption and repayment provisions and
other terms set forth in the
Prospectus referred to in Section l(c) as it may be amended or supplemented from
time to time, including any supplement providing for the principal amount,
interest rate, maturity and other terms of any Note (a "Pricing Supplement").
The Notes will be issued, and the terms thereof established, from time to time,
by the Company in accordance with the Indenture and the Procedures referred to
below. This Agreement shall only apply to sales of the Notes and not to sales of
any other securities or evidences of indebtedness of the Company and only on the
specific terms set forth herein.
Subject to the terms and conditions stated herein and subject to the
reservation by the Company of the right to sell its Notes directly on its own
behalf or to designate or select additional agents as set forth in Section 11
hereof, the Company hereby (i) appoints each of the Agents as the exclusive
agents of the Company for the purpose of soliciting or receiving offers to
purchase Notes from the Company and (ii) agrees that whenever the Company
determines to sell Notes directly to an Agent as principal it will enter into a
separate agreement (each a "Purchase Agreement"). Each such Purchase Agreement,
whether oral (and confirmed in writing, which may be by facsimile transmission)
or in writing, shall be with respect to such information (as applicable) as
specified in Exhibit C hereto, relating to such sale in accordance with Section
2(e) hereof.
SECTION l. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to each Agent as of the date hereof, as of the Closing Date referred to
in Section 2(g) hereof, and as of the times referred to in Sections 6(a) and
6(b) hereof (the Closing Date and each such time being hereinafter sometimes
referred to as a "Representation Date"), as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Maine, has the
corporate power and authority to own or lease and operate its properties,
has the corporate power, authority and franchises to carry on its business
as now conducted and has the corporate power and authority to carry on its
business as presently proposed to be conducted, all as described in the
Prospectus hereinafter referred to; and has duly qualified and is
authorized to do business and is in good standing as a foreign corporation
in each jurisdiction where the ownership or character of its properties or
the nature of its business or activities makes such qualification
necessary and where the failure so to qualify or be in good standing would
have a material adverse effect on the condition (financial or other), net
worth or results of operations of the Company.
(b) All of the issued and outstanding common stock of the Company is
owned by CMP Group, Inc., a Maine corporation ("Group"). The subsidiaries
of the Company as of the Closing Date are Maine Electric Power Company,
Inc., NORVARCO, Central Securities Corporation and Cumberland Securities
Corporation. The presentation of the consolidated financial statements of
Group and the Company complies with Regulation S-X of the Securities and
Exchange Commission (the "Commission"). Each of Maine Yankee Atomic Power
Company ("Maine Yankee")
and the subsidiaries of the Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction
of incorporation, has the corporate power and authority to own or lease
and operate its properties, has the corporate power, authority and
franchises to carry on its business as now conducted and has the corporate
power and authority to carry on its business as presently proposed to be
conducted; neither the ownership or character of its properties nor the
nature of its business or activities makes it necessary for Maine Yankee
or any subsidiary of the Company to qualify as a foreign corporation to do
business in any jurisdiction where the failure so to qualify or be in good
standing would have a material adverse effect on the condition (financial
or other), net worth or results of operations of the Company; and all of
the outstanding shares of capital stock of Maine Yankee owned by the
Company and all of the outstanding shares of capital stock of each
subsidiary of the Company owned by the Company have been duly authorized
and validly issued and are fully paid and nonassessable.
(c) A registration statement on Form S-3, including a prospectus,
relating to the Notes has been carefully prepared, has been filed with the
Commission and has become effective. No order preventing or suspending the
use of the Prospectus (as defined below) has been issued by the
Commission. Such registration statement in the form in which it became
effective, and as from time to time supplemented, and including all
exhibits thereto is referred to as the "Registration Statement"; the
prospectus relating to the Notes in the form in which it has most recently
been filed, or mailed for filing, with the Commission pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Act"), together with
all amendments or supplements thereto, is hereinafter referred to as the
"Prospectus." Any reference to the Act shall include the rules and
regulations of the Commission thereunder. Any reference to the
Registration Statement or Prospectus or any amendment or supplement
thereto shall include all documents incorporated by reference therein (the
"Incorporated Documents") pursuant to the applicable form under the Act.
The Registration Statement and the Prospectus comply, and will comply at
all times during each period in which, in the opinion of counsel for the
Agents, a prospectus relating to the Notes is required to be delivered
under the Act (each a "Marketing Period"), in all material respects with
the requirements of the Act and do not and will not contain any untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading, except that the foregoing does not apply to statements in or
omissions from any such documents made in reliance upon and in conformity
with written information furnished to the Company by any Agent
specifically for use therein, or as to any statement in or omission from
the Statement of Eligibility and Qualification (Form T-1) of the Trustee
under the Indenture.
(d) The Incorporated Documents complied when filed with the
Commission, comply and will comply at all times during each Marketing
Period, in all material
respects with the applicable provisions of the Act, the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"), and did
not, do not and will not contain any untrue statement of a material fact
and did not, do not and will not omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading. All references to the Exchange Act or the Trust Indenture Act
shall include the rules and regulations of the Commission thereunder. The
Incorporated Documents have been and will be at all times during each
Marketing Period timely filed as required by the Exchange Act. There are
no contracts or documents of Group, the Company, Maine Yankee or any
subsidiary of the Company which are required to be filed as exhibits to
the Registration Statement which have not been filed as required.
(e) Subsequent to the respective dates as of which information is
given in the Registration Statement and the Prospectus, except as
contemplated in the Prospectus, there has not been any material adverse
change in the condition (financial or other), net worth or results of
operations of Group or the Company.
(f) The financial statements in the Registration Statement and the
Prospectus fairly present and will fairly present at all times during each
Marketing Period the financial condition of Group or the Company and the
results of their operations; and said financial statements (including the
related notes) have been and will be at all times during each Marketing
Period prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved (except
for any changes in which the independent accountants for Group and the
Company have concurred and which have been specifically disclosed to the
Agents).
(g) Group and the Company's outside auditors whose report appears in
the Group's and the Company's most recent Annual Report on Form 10-K which
is incorporated by reference in the Prospectus, and, if not the same,
Group's and the Company's outside auditors as of the applicable
Representation Date, are independent public accountants as required by the
Act.
(h) Prior to each issuance and sale of Notes, the Company will have
full corporate power and lawful corporate authority to authorize, issue
and sell the Notes being issued and sold at that time, on the terms and
conditions set forth herein and has taken or will take all corporate
action necessary therefor; the Company has obtained every consent,
approval, authorization or other order of any regulatory body which is
required for such authorization, issue or sale except as may be required
under the Act or state securities laws; and, when duly and validly
executed, authenticated and issued as provided in the Indenture and
delivered pursuant to this Agreement and the Indenture, the Notes will
constitute valid, legal and binding obligations of the Company enforceable
against it in accordance with their respective terms and the terms of the
Indenture and entitled to the benefits of the Indenture. The Indenture
conforms and the
Notes will conform in all material respects to all statements in relation
thereto contained in the Registration Statement and the Prospectus. The
Indenture has been duly authorized, executed and delivered by the Company
and constitutes a valid, legal and binding instrument of the Company
enforceable against the Company in accordance with its terms. The
Indenture has been qualified under the Trust Indenture Act.
(i) Except as set forth in the Prospectus, the Company is not in
violation of its Articles of Incorporation or by-laws or in default under
any agreement, indenture or instrument, the effect of which violation or
default would be materially adverse to the condition (financial or other),
net worth or results of operations of the Company. The performance of this
Agreement and each applicable Purchase Agreement and the consummation of
the transactions contemplated herein and therein and the fulfillment of
the terms hereof and thereof and compliance by the Company with all the
terms and provisions of the Notes and the Indenture will not result in the
creation or imposition of any lien, charge or encumbrance upon any of the
assets of the Company pursuant to the terms of any agreement, indenture or
instrument, and will not result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any statute,
indenture, mortgage, deed of trust, note agreement or other agreement or
instrument to which the Company is a party, or by which it or any of its
property is bound, or the Articles of Incorporation or by-laws of the
Company or any order, rule or regulation applicable to the Company of any
court or of any federal or state regulatory body or administrative agency
or other governmental body having jurisdiction over the Company or its
property.
(j) Except as set forth in the Prospectus, there is not pending any
action, suit or other proceeding to which the Company is a party or of
which any property of the Company is the subject, before or by any court
or other governmental body, which is likely to result in any material
adverse change in the condition (financial or other), net worth or results
of operations of the Company; and, except as set forth in the Prospectus,
no such action, suit or proceeding is known by the Company to be
threatened or contemplated.
(k) Although each of Group and the Company is a "holding company"
for the purposes of the Public Utility Holding Company Act of 1935, as
amended, the Commission has granted to Group pursuant to an Order dated
February 12, 1999 and to the Company pursuant to an Order dated August 7,
1998, an exemption from all of the provisions thereof except Section
9(a)(2) relating to the acquisition of securities of public utility
affiliates or, if the foregoing shall no longer be true, describing the
Company's status under such Act, and certifying to the compliance of the
Company with the provisions of such Act.
(l) The certificates delivered pursuant to paragraph (g) of Section
5 hereof and all other documents delivered by the Company or its
representatives in connection
with the issuance and sale of the Notes were on the dates on which they
were delivered in all material respects true and complete.
SECTION 2. SOLICITATIONS AS AGENT; PURCHASES AS PRINCIPAL.
(a) APPOINTMENT. Subject to the terms and conditions stated herein,
including, without limitation, the provisions of Section 11 hereof, the Company
hereby appoints each of the Agents as the exclusive agents of the Company for
the purpose of soliciting or receiving offers to purchase the Notes from the
Company by others. On the basis of the representations and warranties contained
herein, but subject to the terms and conditions herein set forth, each Agent
agrees, as the exclusive agents of the Company, to use its reasonable efforts to
solicit offers to purchase the Notes upon the terms and conditions set forth in
the Prospectus. Except as otherwise provided herein, including, without
limitation, the provisions of Section 11 hereof, so long as this Agreement shall
remain in effect with respect to any Agent, the Company shall not, without the
consent of each such Agent, solicit or accept offers to purchase Notes otherwise
than through one of the Agents PROVIDED, HOWEVER, the Company expressly reserves
the right to sell Notes directly to investors. Each Agent may also purchase
Notes from the Company as principal for purposes of resale, as more fully
described in paragraph (e) of this Section.
(b) SUSPENSION OF SOLICITATION. The Company reserves the right, in its
sole discretion, to suspend solicitation of offers to purchase the Notes
commencing at any time for any period of time or indefinitely. Upon receipt of
at least one business day's prior written notice from the Company, the Agents
will forthwith suspend solicitation of offers to purchase Notes from the Company
until such time as the Company has advised the Agents that such solicitation may
be resumed. For the purpose of the foregoing sentence, "business day" shall mean
any day which is not a Saturday or Sunday and which is not a day on which (I)
banking institutions are generally authorized or obligated by law to close in
the City of New York and (II) The New York Stock Exchange is closed for trading.
Upon receipt of notice from the Company as contemplated by Section 3(c)
hereof, each Agent shall suspend its solicitation of offers to purchase Notes
until such time as the Company shall have furnished it with an amendment or
supplement to the Registration Statement or the Prospectus, as the case may be,
contemplated by Section 3(c) and shall have advised such Agent that such
solicitation may be resumed.
(c) AGENT'S COMMISSION. Promptly upon the closing of the sale of any Notes
sold by the Company as a result of a solicitation made by or offer to purchase
received by an Agent, the Company agrees to pay such Agent a commission in
accordance with the schedule set forth in Exhibit A hereto.
(d) SOLICITATION OF OFFERS. The Agents are authorized to solicit offers to
purchase the Notes only in the denominations specified in the Prospectus, at a
purchase price equal to
100% of the principal amount thereof or such other principal amount or purchase
price as shall be specified by the Company. Each Agent shall communicate to the
Company, orally or in writing, each reasonable offer to purchase Notes received
by it as an Agent. The Company shall have the sole right to accept offers to
purchase the Notes and may reject any offer in whole or in part. Each Agent
shall have the right, in its discretion reasonably exercised, to reject any
offer to purchase the Notes received by it, without advising the Company, in
whole or in part, and any such rejection shall not be deemed a breach of its
agreement contained herein.
No Note which the Company has agreed to sell pursuant to this Agreement
shall be deemed to have been purchased and paid for, or sold by the Company,
until such Note shall have been delivered to the purchaser thereof against
payment therefor by such purchaser.
(e) PURCHASES AS PRINCIPAL. Each sale of Notes to any Agent as principal,
for resale to one or more investors or to another broker-dealer (acting as
principal for purposes of resale), shall be made in accordance with the terms of
this Agreement and a Purchase Agreement, whether oral (and confirmed in writing
by such Agent to the Company, which may be by facsimile transmission) or in
writing, which will provide for the sale of such Notes to, and the purchase
thereof by, such Agent. A Purchase Agreement may also specify certain provisions
relating to the reoffering of such Notes by such Agent. The commitment of any
Agent to purchase Notes from the Company as principal shall be deemed to have
been made on the basis of the representations and warranties of the Company
herein contained and shall be subject to the terms and conditions herein set
forth. Each Purchase Agreement shall specify the principal amount and terms of
the Notes to be purchased by an Agent, the time and date (each such time and
date being referred to herein as a "Time of Delivery") and place of delivery of
and payment for such Notes and such other information (as applicable) as is set
forth in Exhibit C hereto. The Company agrees that if any Agent purchases Notes
as principal for resale such Agent shall receive such compensation, in the form
of a discount or otherwise, as shall be indicated in the applicable Purchase
Agreement or, if no compensation is indicated therein, a commission in
accordance with Exhibit A hereto. Any Agent may utilize a selling or dealer
group in connection with the resale of such Notes. In addition, any Agent may
offer the Notes it has purchased as principal to other dealers. Any Agent may
sell Notes to any dealer at a discount and, unless otherwise specified in the
applicable Pricing Supplement, such discount allowed to any dealer will not be
in excess of the discount to be received by such Agent from the Company. Such
Purchase Agreement shall also specify any requirements for delivery of opinions
of counsel, accountant's letters and officers' certificates pursuant to Section
5 hereof.
(f) ADMINISTRATIVE PROCEDURES. Administrative procedures respecting the
sale of Notes (the "Procedures") are set forth in Exhibit B hereto and may be
amended in writing from time to time by the Agents and the Company. Each Agent
and the Company agree to perform the respective duties and obligations
specifically provided to be performed by each of them herein and in the
Procedures. The Procedures shall apply to all transactions
contemplated hereunder including sales of Notes to any Agent as principal
pursuant to a Purchase Agreement, unless otherwise set forth in such Purchase
Agreement.
(g) DELIVERY OF DOCUMENTS. The documents required to be delivered by
Section 5 hereof shall be delivered at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, a
partnership including professional corporations, Exchange Place, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ not later than 10:00 a.m., New York City
time, on the date of this Agreement or at such later time as may be mutually
agreed upon by the Company and the Agents, which in no event shall be later than
the time at which the Agents commence solicitation of offers to purchase Notes
hereunder (the "Closing Date").
SECTION 3. COVENANTS OF THE COMPANY. The Company covenants and agrees:
(a) AMENDMENTS AND SUPPLEMENTS TO REGISTRATION STATEMENT AND
PROSPECTUS. The Company will not file any amendment to the Registration
Statement or supplement to the Prospectus (including any document which
will be an Incorporated Document) of which the Agents shall not previously
have been advised and furnished with a copy, or to which the Agents have
objected in writing or which is not in compliance in all material respects
with the Act. The Company will prepare and file with the Commission,
promptly upon the Agents' request, any amendment to the Registration
Statement or supplement to the Prospectus which, in the opinion of the
Company's counsel and counsel for the Agents, may be necessary or
advisable in connection with the offering of the Notes by the Agents.
(b) NOTICE TO AGENTS OF CERTAIN EVENTS. The Company will notify each
of the Agents immediately and confirm in writing if requested by the
Agents in any particular instance (i) when any post-effective amendment to
the Registration Statement becomes effective or when any supplement to the
Prospectus has been filed, (ii) of the issuance of any stop order
suspending the effectiveness of the Registration Statement or of any order
preventing or suspending the use of any preliminary prospectus relating to
the Notes or the Prospectus or of the initiation known by it of any
proceedings for such purposes, (iii) of the receipt of any comments from
the Commission in respect of the Registration Statement, any such
preliminary prospectus or the Prospectus, or requesting the amendment or
supplementation of the Registration Statement, any such preliminary
prospectus or the Prospectus or additional information, (iv) of any action
by any governmental authority altering, suspending or otherwise affecting
any authorization, consent, approval or waiver issued in connection with
the Notes and (v) of the commencement of any litigation or administrative
proceeding relating to the issue and sale of the Notes. If the Commission
shall enter a stop order or any order preventing or suspending the use of
any such preliminary prospectus or the Prospectus at any time, or shall
initiate any proceedings for such purposes, the Company will make every
reasonable effort to prevent the issuance of such order and, if issued, to
obtain the lifting thereof.
(c) REVISIONS TO PROSPECTUS. During any Marketing Period, the
Company will comply so far as it is able with all requirements imposed
upon it by the Act and the Exchange Act, as now and hereafter amended, as
from time to time in force, so far as necessary to permit the continuance
of sales of or dealings in the Notes as contemplated by the provisions
hereof and the Prospectus; and if during any Marketing Period any event
occurs as a result of which the Prospectus as then amended or supplemented
would include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the
circumstances then existing, not misleading, or if during such period it
is necessary to amend or supplement the Registration Statement or the
Prospectus to comply in all material respects with the Act or the Exchange
Act, the Company will promptly notify each of the Agents and will amend or
supplement the Registration Statement or the Prospectus (in form
satisfactory to counsel for the Agents and at the expense of the Company)
so as to correct such statement or omission or effect such compliance.
(d) EARNINGS STATEMENT. As soon as practicable the Company will make
generally available to its security holders and deliver to each of the
Agents an earning statement which shall satisfy the provisions of Section
11(a) of the Act and, at the option of the Company, Rule 158 issued
thereunder.
(e) DELIVERY OF SIGNED REGISTRATION STATEMENT AND OTHER DOCUMENTS.
The Company will deliver to each of the Agents and to counsel for the
Agents as promptly as practicable a signed copy of the Registration
Statement and all amendments thereto including all exhibits filed
therewith and signed consents, certificates and opinions of accountants
and of any other persons named in the Registration Statement as having
prepared, certified or reviewed any part thereof, and will deliver to the
Agents such number of unsigned copies of the Registration Statement,
without exhibits, and of all amendments thereto, as the Agents may
reasonably request. The Company will deliver to or upon order of the
Agents as many copies of each preliminary prospectus relating to the Notes
as the Agents may reasonably request and as many copies of the Prospectus
in final form, or as thereafter amended or supplemented, as the Agents may
reasonably request.
(f) BLUE SKY QUALIFICATIONS; LEGAL INVESTMENT. The Company will
cooperate with the Agents in connection with (i) the qualification of the
Notes for sale under the securities laws of such jurisdictions as the
Agents may reasonably designate and the continuance of such qualifications
in effect so long as required for the distribution of the Notes, provided
that the Company shall not be required to give a general consent to
service of process or submit to any requirement which it deems unduly
burdensome, and (ii) the determination of the eligibility of the Notes for
investment by savings banks, trustees and life insurance companies under
the laws of such jurisdictions as the Agents may reasonably designate. The
Company will advise each of the Agents promptly of any order or
communication of any public authority addressed to the
Company suspending or threatening to suspend the qualification of the
Notes for sale, or the eligibility of the Notes for purchase by such
institutions, in any jurisdiction.
(g) COPIES OF REPORTS AND FINANCIAL STATEMENTS. For a period of five
years from the Closing Date or for a period from the Closing Date until
the last day on which any Notes are outstanding, whichever is longer, the
Company will deliver to each of the Agents (i) as soon as practicable
after the end of each fiscal year, a balance sheet and statement of
capitalization and interim financing as of the end of the fiscal year and
statements of earnings, changes in common stock investment and cash flows
of the Company for each of the respective fiscal years, all in reasonable
detail and certified by independent public accountants, (ii) as soon as
practicable after the end of each quarterly fiscal period (except for the
last quarterly fiscal period of each fiscal year), a balance sheet as of
the end of such quarter and statements of income for such periods of the
Company, all in reasonable detail and certified by the Comptroller or
Treasurer or other responsible financial officer of the Company, (iii) as
soon as available, a copy of each report of the Company and any entity
with respect to which the Company is a direct or indirect subsidiary
mailed to public security holders or filed with the Commission and (iv)
from time to time, such other information concerning the Company and any
entity with respect to which the Company is a direct or indirect
subsidiary as the Agents may reasonably request. If at any time the
financial statements referred to in (i) and (ii) above shall be prepared
in consolidated form, they shall be furnished to each of the Agents in
such consolidated form.
(h) APPLICATION OF NET PROCEEDS. The Company will apply the net
proceeds from the sale of the Notes for the purposes set forth in the
Prospectus.
SECTION 4. PAYMENT OF EXPENSES. The Company will pay (i) the costs
incident to the authorization, issuance, sale and delivery of the Notes and any
taxes payable in that connection, (ii) the costs incident to the preparation,
printing and filing under the Act of the Registration Statement and any
amendments and exhibits thereto, (iii) the costs incident to the preparation,
printing and filing of any document and any amendments and exhibits thereto
required to be filed by the Company under the Exchange Act, (iv) the costs of
distributing the Registration Statement, as originally filed, and each amendment
and post-effective amendment thereof (including exhibits), any preliminary
prospectus, the Prospectus, any supplement or amendment to the Prospectus and
any documents incorporated by reference in any of the foregoing documents, (v)
the costs and expenses incident to the preparation, execution and delivery of
the Indenture, (vi) the fees and disbursements of the Trustee, any paying agent,
any calculation agent, and any other agents appointed by the Company, and their
respective counsel, (vii) the costs and fees in connection with the listing of
the Notes on any securities exchange, (viii) the cost of any filings with the
National Association of Securities Dealers, Inc., (ix) the fees and
disbursements of counsel for the Company, counsel for the Agents and counsel for
the Trustee, (x) the fees paid to rating agencies in connection with the rating
of the Notes, (xi) the fees and expenses of qualifying the Notes under the
securities laws of the
several jurisdictions as provided in Section 3(f) hereof and of preparing and
printing a Blue Sky Memorandum and a memorandum concerning the legality of the
Notes as an investment by certain specified investors (including fees and
expenses of counsel for the Agents in connection therewith), (xii) all
advertising expenses in connection with the offering of the Notes incurred with
the consent of the Company, (xiii) all reasonable out-of-pocket expenses
incurred by the Agents in connection with the transactions contemplated
hereunder and (xiv) other reasonable costs and expenses incident to the
performance of the Company's obligations under this Agreement.
SECTION 5. CONDITIONS OF OBLIGATIONS OF AGENTS. The obligation of the
Agents, as the agents of the Company, under this Agreement to solicit offers to
purchase the Notes, the obligation of any person who has agreed to purchase
Notes to make payment for and take delivery of Notes, and the obligation of any
Agent to purchase Notes pursuant to any Purchase Agreement, is subject to the
accuracy, on each Representation Date, of the representations and warranties of
the Company contained herein, to the accuracy of the statements of the Company's
officers made in any certificate furnished pursuant to the provisions hereof, to
the performance by the Company of its obligations hereunder, and to each of the
following additional terms and conditions:
(a) REGISTRATION STATEMENT; PUC APPROVAL. The Registration Statement
shall have become effective under the Act and the Indenture shall have
been qualified under the Trust Indenture Act, and no stop order suspending
the effectiveness of the Registration Statement or the qualification of
the Indenture, or order preventing or suspending the use of any
Prospectus, shall have been issued and no proceeding for that purpose
shall have been initiated or, to the knowledge of the Company or the
Agents, contemplated or threatened by the Commission; any request for
additional information on the part of the Commission (to be included in
the Registration Statement or the Prospectus or otherwise) shall have been
complied with to the satisfaction of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for
the Agents; no amendment to the Registration Statement or Prospectus shall
have been filed to which the Agents shall have reasonably objected, in
writing, after having received reasonable notice; and there shall be in
full force and effect an appropriate decision of the Connecticut
Department of Public Utility Control (the "DPUC") waiving jurisdiction
over the issuance and sale of the Notes and an appropriate order or decree
of the Maine Public Utilities Commission (the "PUC") authorizing to the
extent required by law the offering, issuance and sale of the Notes as
herein provided. Any such decision, order or decree issued after the date
hereof shall contain no condition inconsistent with the provisions hereof
or unacceptable to the Agents, and shall be issued under circumstances
which in the Agents' reasonable judgment are appropriate for the
protection of the Agents; and none of such decisions, orders or decrees
shall have been rescinded, modified or stayed, or the right of the Company
to operate thereunder restrained, or be subject to any litigation or
adverse proceeding pending, or to the knowledge of the Agents or the
Company, threatened, in each case, with an effect reasonably determined by
the Agents to be materially adverse
to the offering, issuance and sale of the Notes. No order suspending the
sale of the Notes in any jurisdiction designated by the Agents pursuant to
Section 3(f) hereof shall have been issued, and no proceeding for that
purpose shall have been initiated or threatened.
(b) ABSENCE OF CERTAIN CHANGES. Subsequent to the respective dates
as of which information is given in the Registration Statement and the
Prospectus, there shall not have been any downgrading in the ratings
accorded the Company's debt securities by ▇▇▇▇▇'▇ Investors Service, Inc.,
Standard and Poor's Corporation or Duff & ▇▇▇▇▇▇, Inc., or, except as
contemplated in the Prospectus, any change in the capital stock,
short-term debt or long-term debt of the Company, or any adverse change or
any development involving a prospective adverse change in the condition
(financial or other), net worth or results of operations of the Company,
which, in any such event, in the Agents' judgment, materially impairs the
investment quality of the Notes, and no Agent shall have disclosed in
writing to the Company on or prior to the Closing Date that the
Registration Statement or Prospectus or any amendment or supplement
thereto contained, or at the time of such disclosure contains, an untrue
statement of fact which, in the opinion of ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇, counsel
for the Agents, is material, or omitted or omits to state a fact which, in
the opinion of such counsel, is material and is required to be stated
therein or is necessary to make the statements therein not misleading.
(c) LEGAL MATTERS SATISFACTORY TO COUNSEL. The authorization and
issuance of the Notes, the Indenture, the Registration Statement, the
Prospectus and all corporate proceedings and other legal matters incident
thereto shall be satisfactory in all respects to ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇,
and the Company shall have furnished to ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇ such
documents as they may reasonably request to enable them to be satisfied
with respect to the matters referred to in this subparagraph and to pass
upon such matters.
(d) OPINION OF LEBOEUF, LAMB, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. At the Closing
Date, the Agents shall have received the opinion, addressed to the Agents
and dated the Closing Date, of LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.,
counsel for the Company, in form and substance satisfactory to the Agents
and their counsel, to the effect that:
(i) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Maine, with full corporate powers adequate for the making of
the Indenture and this Agreement, the execution and delivery
of the Supplemental Indenture and the issue and sale of the
Notes, PROVIDED that immediately after giving effect to such
issue and sale and the retirement of any Medium-Term Notes of
the Company which are concurrently being retired, the
aggregate principal amount of the outstanding Medium-Term
Notes of the Company shall not exceed $500,000,000.
(ii) The Notes, up to an aggregate principal amount
which when added to the aggregate principal amount of all
other outstanding Medium-Term Notes of the Company may at no
time exceed $500,000,000, have been duly authorized and are in
a form contemplated by the Indenture, and when executed and
authenticated as specified in the Indenture and delivered
against payment therefor in accordance with this Agreement,
will be legal, valid and binding obligations of the Company
entitled to the benefits of the Indenture.
(iii) The Indenture has been duly authorized, executed
and delivered and is a legal, valid and binding instrument of
the Company enforceable against the Company in accordance with
its terms, subject to applicable bankruptcy, insolvency and
other laws of general application affecting the rights and
remedies of creditors from time to time in effect and subject
to general equity principles, including without limitation the
principle that the availability of specific performance or
injunctive or other equitable relief is subject to the
discretion of the court before which any proceeding therefor
may be brought.
(iv) The Indenture has been duly qualified under the
Trust Indenture Act of 1939, as amended.
(v) The issue of the Notes, up to an aggregate principal
amount which when added to the aggregate principal amount of
all other outstanding Medium-Term Notes of the Company may at
no time exceed $500,000,000, and the sale thereof have been
duly approved to the extent required by law by order or orders
of the PUC and such order or orders remain in full force and
effect and are not being contested, in each case to the best
of such counsel's knowledge after due inquiry of the
appropriate Company officials, and are not subject to review
in which the rights of the Agents under this Agreement, the
Indenture or the Notes could be adversely affected, and except
for a Decision or Decisions of the DPUC (as to which Decision
or Decisions such counsel need express no opinion), no further
authorization, consent or approval by any regulatory authority
is required which has not been obtained for the valid
authorization, issuance and sale of the Notes up to the amount
described above (except under state or foreign securities or
"blue sky" laws, as to the applicability of which such counsel
need express no opinion).
(vi) The Notes and the Indenture conform as to legal
matters in all material respects with the statements
concerning them in the Registration Statement and the
Prospectus; the statements under "Description of Notes" in the
Prospectus fairly present the information called for by, and
the Registration Statement and Prospectus (except as to the
financial statements including the notes thereto and other
financial, tabular or statistical data set forth therein, upon
which counsel are not passing) comply as to form in all
material respects with, the requirements of the Act and the
applicable published rules and regulations of the Commission
under the Act.
(vii) The Registration Statement has become effective
under the Act, and such counsel have not been advised nor do
they otherwise have knowledge of the issuance of any stop
order suspending the effectiveness thereof by the Commission
or that any proceeding for that purpose has been instituted or
is pending under the Act; at the time the Registration
Statement became effective and on any date after the effective
date of the Registration Statement on which the Registration
Statement or the Prospectus (including the Incorporated
Documents) shall be supplemented or amended, the Registration
Statement and the Prospectus (including the Incorporated
Documents), as so supplemented and amended, complied as to
form in all material respects with the requirements of the
Act, the Trust Indenture Act, and to the extent applicable,
the Exchange Act, and the applicable published rules and
regulations of the Commission under the Act, the Exchange Act,
and the Trust Indenture Act (except that such counsel need
express no opinion as to the financial statements including
the notes thereto and other financial, tabular or statistical
data set forth or referred to therein or the Form T- 1); such
counsel have no reason to believe that, at the time the
Registration Statement became effective, or on any date after
the effective date of the Registration Statement on which the
Registration Statement or the Prospectus (including the
Incorporated Documents) shall be supplemented or amended,
either the Registration Statement or the Prospectus (or the
Incorporated Documents), as so supplemented and amended,
contained any untrue statement of a material fact or omitted
to state any material fact required to be stated therein or
necessary to make the statements therein not misleading, and
such counsel have no reason to believe that it is necessary,
as of the date of such opinion, to supplement or amend the
Prospectus (or the Incorporated Documents), although such
counsel assume no responsibility for the accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (or the Incorporated
Documents).
(viii) The performance of this Agreement and the
Purchase Agreements, if any, and the consummation of the
transactions herein and therein contemplated will not result
in the creation or imposition of any lien, charge or
encumbrance upon any of the assets of the Company pursuant to
the terms of, or result in a breach of any of the terms or
provisions of, or constitute a default under, the Articles of
Incorporation or by-laws of the Company, or any indenture,
mortgage, deed of trust, note agreement or other agreement or
instrument known to such counsel to which the Company is a
party or by which it is bound or to which any of its property
is subject, or any order, rule or regulation known to such
counsel applicable to the Company of any court or other
governmental body.
(ix) Although each of Group and the Company is a
"holding company" for the purposes of the Public Utility
Holding Company Act of 1935, as amended, the Commission has
granted to Group pursuant to an Order dated February 12, 1999
and to the Company pursuant to an Order dated August 7, 1998,
an exemption from all of the provisions thereof except Section
9(a)(2) relating to the acquisition of securities of public
utility affiliates or, if the foregoing shall no longer be
true, describing the Company's status under such Act, and
certifying to the compliance of the Company with the
provisions of such Act.
(x) This Agreement has been duly authorized, executed
and delivered on behalf of the Company; it being understood
that such counsel will express no opinion as to the binding
effect on the Company of this Agreement.
(e) OPINION OF CORPORATE COUNSEL TO THE COMPANY. At the
Closing Date, the Agents shall have received the opinion, addressed
to the Agents and dated the Closing Date, of corporate counsel for
the Company, in form and substance satisfactory to the Agents and
their counsel, to the same effect as that set forth in subdivisions
(i) to (iv), and (vi) to (x), inclusive, of sub-paragraph (d) above,
and to the effect that:
(i) The issue of the Notes, up to an aggregate principal
amount which when added to the aggregate principal amount of
all other outstanding Medium-Term Notes of the Company may at
no time exceed $500,000,000, and the sale thereof have been
duly approved to the extent required by law by order or orders
of the PUC (which order or orders have been recorded upon the
books of the Company) and a Decision or Decisions of the DPUC
which order or orders and Decision or Decisions remain in full
force and effect and are not being contested
and are not subject to review in which the rights of the
Agents under this Agreement, the Indenture or the Notes could
be adversely affected, and no further authorization, consent
or approval by any regulatory authority is required which has
not been obtained for the valid authorization, issuance and
sale of the Notes up to the amount described above (except
under state or foreign securities or "blue sky" laws, as to
the applicability of which such counsel need express no
opinion).
(ii) The Company has the corporate power and authority
to own or lease and operate the properties now owned and
leased by it and to carry on its business as now conducted and
as presently proposed to be conducted as described in the
Prospectus (including the Incorporated Documents); and to the
limited extent required, the Company has duly qualified and is
authorized to do business and is in good standing as a foreign
corporation in each jurisdiction where the ownership or
character of its properties or nature of its business or
activities makes such qualification necessary and where the
failure so to qualify or be in good standing would have a
material adverse effect on the condition (financial or other),
net worth or results of operations of the Company.
(iii) Maine Yankee and each subsidiary of the Company is
a corporation duly organized, validly existing and in good
standing under the laws of its jurisdiction of incorporation
with corporate power and authority to own or lease and operate
its properties and to carry on its business as now conducted
and as presently proposed to be conducted; neither the
ownership or character of its properties nor the nature of its
business or activities makes it necessary for Maine Yankee or
any subsidiary of the Company to qualify to do business as a
foreign corporation in any jurisdiction where the failure so
to qualify or be in good standing would have a material
adverse effect on the condition (financial or other), net
worth or results of operations of the Company ; all of the
outstanding shares of capital stock of Maine Yankee and each
subsidiary of the Company, in each case owned by the Company,
have been duly authorized and validly issued and are fully
paid and nonassessable.
(iv) Except as otherwise set forth in the Prospectus
(including the Incorporated Documents), each of the Company,
Maine Yankee and each subsidiary of the Company has such title
to all the real property and such title or other rights to all
the other property which
it purports to own as is adequate for the conduct of its
business as presently conducted, with no imperfections therein
which materially impair the use of any such property for the
purposes for which it is held or would have a material adverse
effect on the condition (financial or other), net worth or
results of operations of the Company. Each of the Company,
Maine Yankee and each subsidiary of the Company enjoys quiet
possession under all material leases under which it is
currently operating, and all such leases material to the
Company are valid and subsisting and in full force and effect.
(v) To the best of such counsel's knowledge, except as
otherwise set forth in the Prospectus, neither the Company nor
any of its subsidiaries is in violation of its corporate
charter or by-laws.
(vi) Except as otherwise set forth in the Prospectus
(including the Incorporated Documents), each of the Company,
Maine Yankee and each subsidiary of the Company has such valid
material franchises, certificates of convenience and
necessity, operating rights, licenses, permits, consents,
approvals, authorizations and/or orders of governmental
bodies, political subdivisions or regulatory authorities free
from unduly burdensome restrictions or conditions of an
unusual character, as are necessary for the acquisition,
construction and ownership of the properties now owned by it
and the maintenance and operation of the properties now
operated by it and the conduct of the business now carried on
by it as described in the Registration Statement and the
Prospectus (including the Incorporated Documents), and neither
the Company, Maine Yankee nor any subsidiary of the Company is
in default or violation of any thereof, which default would
have a material adverse effect on the condition (financial or
other), net worth or results of operations of the Company, and
each is carrying on its business in accordance therewith and,
to the best of the knowledge of such counsel, with all
material applicable federal, state and other laws and
regulations.
(vii) Any necessary stamp taxes in respect of the
original issue
of the Notes have been paid.
(viii) Any statements in the Prospectus (or the
Incorporated Documents) which are stated therein to have been
made on the authority of such counsel as an expert have been
reviewed by such counsel and, as to matters of law and legal
conclusions, are correct in all material respects and fairly
present the information required to be shown.
(f) OPINION OF SPECIAL CONNECTICUT COUNSEL FOR THE COMPANY. At the
Closing Date, the Agents shall have received the opinion, addressed to the
Agents and dated the Closing Date, of Messrs. Day, ▇▇▇▇▇ & ▇▇▇▇▇▇, special
Connecticut counsel for the Company, in form and substance satisfactory to
the Agents and their counsel to the effect that:
(i) The Company is duly qualified and is in good
standing as a foreign corporation in Connecticut, and under
Connecticut law may own an ownership interest in electric
utility facilities located in Connecticut.
(ii) The DPUC, by Decision or Decisions has waived the
requirements of Section 16-43 of the General Statutes of
Connecticut with respect to the issue of the Notes subject to
conformity with the pertinent order or orders of the PUC and
any supplemental order thereto. Said Decision or Decisions are
the only orders required under Connecticut law in connection
with the valid issuance and sale of the Notes; said Decision
or Decisions are in full force and effect on the date of such
opinion, and said Decision or Decisions have not been stayed
or suspended; in the absence of such a stay or suspension, the
Notes when sold in reliance on and in accordance with said
Decision or Decisions shall be valid and binding
notwithstanding that said Decision or Decisions may later be
vacated, modified or otherwise held to be wholly or partially
invalid, it being understood that such counsel need express no
opinion as to the applicability of state securities or "blue
sky" laws.
(g) OFFICERS' CERTIFICATE. The Company shall have furnished to the
Agents on the Closing Date a certificate, dated the Closing Date as though
made at and as of the Closing Date, of its President or a Vice President
and of a principal financial or accounting officer of the Company stating
that:
(i) The representations and warranties of the Company in this
Agreement are true and correct as of the Closing Date, and the
Company has complied with all the agreements and satisfied all the
conditions required by this Agreement to be performed or satisfied
by the Company on or prior to the Closing Date;
(ii) To the best of their knowledge, no stop order suspending
the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are pending
or contemplated under the Act;
(iii) They have carefully examined the Registration Statement
and the Prospectus and, in their opinion, (A) at the time the
Registration Statement became effective, on each date on which the
Registration Statement or the Prospectus was amended or
supplemented, and on the date of such certificate, neither the
Registration Statement nor the Prospectus contained or contains any
untrue statement of a material fact or omitted or omits to state any
material fact required to be stated therein or necessary to make the
statements therein, not misleading, and (B) since the effective date
of the Registration Statement there has not occurred any event
required to be set forth in an amended or supplemented prospectus
which has not been so set forth; and
(iv) To the best of their knowledge, none of the
authorizations, consents, approvals or waivers obtained from
governmental authorities in connection with the issue and sale of
the Notes has been rescinded, modified or stayed or the right of the
Company to operate thereunder restrained or subjected to any
litigation or adverse proceeding pending or threatened.
(h) ACCOUNTANT'S LETTER. The Company shall have furnished to the
Agents on the Closing Date a letter of the Company's outside auditors,
addressed jointly to the Company and the Agents and dated the Closing
Date, of the type described in the American Institute of Certified Public
Accountants Statement on Auditing Standards No. 72, covering specified
financial statement items and procedures set forth in Annex A hereto.
(i) ADDITIONAL CONDITIONS. There shall not have occurred: a
suspension or material limitation in trading in securities generally on
the New York Stock Exchange, the American Stock Exchange or the
over-the-counter market or the establishment of minimum prices on such
exchanges or market by the Commission, by such exchange or by any other
regulatory body or governmental authority having jurisdiction; a general
moratorium on commercial banking activities declared by either Federal or
New York State authorities; any outbreak or escalation of major
hostilities in which the United States is involved, any declaration of war
by Congress or any other substantial national calamity or emergency; any
material adverse change in the existing financial, political
or economic conditions in the United States, including any effect of
international conditions on the financial markets in the United States; if
the effect of any such occurrence in the judgment of the Agents makes it
impracticable or inadvisable to proceed with the solicitation of offers to
purchase Notes or the purchase of Notes from the Company as principal
pursuant to the applicable Purchase Agreement, as the case may be.
(j) OPINION OF ▇▇▇▇▇▇, HALL & ▇▇▇▇▇▇▇. At the Closing Date, the
Agents shall have received the opinion, addressed to the Agents and dated
the Closing Date of ▇▇▇▇▇▇, Hall & ▇▇▇▇▇▇▇, counsel for the Agents, in
form and substance satisfactory to the Agents with respect to the
sufficiency of all corporate proceedings and other legal matters relating
to the Notes, the Indenture, the form of the Registration Statement and
the Prospectus (not including the form of the Incorporated Documents) and
as to the execution and authorization of this Agreement and the
transactions contemplated hereby, as the Agents may reasonably require.
(k) OTHER INFORMATION AND DOCUMENTATION. Prior to the Closing Date,
the Company shall have furnished to the Agents such further information,
certificates and documents as the Agents or counsel for the Agents may
have reasonably requested prior to the Closing Date.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in the form and substance satisfactory to
counsel for the Agents. LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P. and ▇▇▇▇▇▇, Hall
& ▇▇▇▇▇▇▇ in giving their opinions pursuant to this Section 5, may rely upon the
opinions of corporate counsel for the Company and Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ as to all
legal conclusions affected by the laws of Maine and Connecticut, respectively.
Corporate counsel for the Company in giving his opinion pursuant to this Section
5 may rely upon the opinion of Day, ▇▇▇▇▇ & ▇▇▇▇▇▇ as to all legal conclusions
affected by the laws of Connecticut.
SECTION 6. ADDITIONAL COVENANTS OF THE COMPANY. The Company covenants and
agrees that:
(a) ACCEPTANCE OF OFFER AFFIRMS REPRESENTATIONS AND WARRANTIES. Each
acceptance by it of an offer for the purchase of Notes shall be deemed to
be an affirmation that the representations and warranties of the Company
contained in this Agreement and in any certificate theretofore given to
the Agents pursuant hereto are true and correct at the time of such
acceptance, and an undertaking that such representations and warranties
will be true and correct at the time of delivery to the purchaser or his
agent of the Notes relating to such acceptance as though made at and as of
each such time (and such representations and warranties shall relate to
the Registration Statement and the Prospectus as amended or supplemented
to each such time).
(b) SUBSEQUENT DELIVERY OF OFFICERS' CERTIFICATES. The Company
agrees that during each Marketing Period, each time that the Registration
Statement or the Prospectus shall be amended or supplemented (other than
by a Pricing Supplement providing solely for the interest rates or
maturities of the Notes or the principal amount of Notes remaining to be
sold or similar changes), each time the Company sells Notes to an Agent as
principal and the applicable Purchase Agreement specifies the delivery of
an officers' certificate under this Section 6(b) as a condition to the
purchase of Notes pursuant to such Purchase Agreement or the Company files
with the Commission any document incorporated by reference into the
Prospectus, the Company shall submit to the Agents and their counsel a
certificate of the President or a principal financial or accounting
officer of the Company, (i) as of the date of such amendment, supplement,
Time of Delivery relating to such sale or filing or (ii) if such
amendment, supplement or filing was not filed during a Marketing Period,
as of the first day of the next succeeding Marketing Period, representing
that the statements contained in the certificate referred to in Section
5(g) hereof which was last furnished to the Agents are true and correct at
the time of such amendment, supplement or filing, as the case may be, as
though made at and as of such time (except that such statements shall be
deemed to relate to the Registration Statement and the Prospectus as
amended and supplemented at such time) or, in lieu of such certificate, a
certificate of the same tenor as the certificate referred to in said
Section 5(g), modified as necessary to relate to the Registration
Statement and the Prospectus as amended and supplemented to the time of
delivery of such certificate.
(c) SUBSEQUENT DELIVERY OF LEGAL OPINIONS.
(i) The Company agrees that during each Marketing Period, each time
that the Registration Statement or the Prospectus shall be amended or
supplemented (other than by a Pricing Supplement providing solely for the
interest rates or maturities of the Notes or the principal amount of Notes
remaining to be sold or similar changes), each time the Company sells
Notes to an Agent as principal and the applicable Purchase Agreement
specifies the delivery of legal opinions under this Section 6(c) as a
condition to the purchase of Notes pursuant to such Purchase Agreement or
the Company files with the Commission any document incorporated by
reference into the Prospectus, the Company shall (i) concurrently with
such amendment, supplement, Time of Delivery relating to such sale or
filing or (ii) if such amendment, supplement or filing was not filed
during a Marketing Period, on the first day of the next succeeding
Marketing Period, furnish the Agents and their counsel with the written
opinion of corporate counsel for the Company, addressed to the Agents and
dated the date of delivery of such opinion, in form satisfactory to the
Agents, of the same tenor as the opinion referred to in Section 5(e)
hereof, but modified, as necessary, to relate to the Registration
Statement and the Prospectus as amended or supplemented to the time of
delivery of such opinion; PROVIDED, HOWEVER, that in lieu of such opinion,
such counsel may furnish the Agents and
their counsel with a letter to the effect that the Agents may rely on such
prior opinion to the same extent as though it were dated the date of such
letter authorizing reliance (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the time of delivery of such letters
authorizing reliance).
(ii) The Company agrees that during each Marketing Period, each time
that the Registration Statement or the Prospectus shall be amended or
supplemented (other than by a Pricing Supplement providing solely for the
interest rates or maturities of the Notes or the principal amount of Notes
remaining to be sold or similar changes), or each time the Company sells
Notes to an Agent as principal and the applicable Purchase Agreement
specifies the delivery of legal opinions under this Section 6(c) as a
condition to the purchase of Notes pursuant to such Purchase Agreement or
the Company files with the Commission any document incorporated by
reference into the Prospectus, the Company shall, if requested by the
Agents, (i) concurrently with such amendment, supplement, Time of Delivery
relating to such sale or filing or (ii) if such amendment, supplement or
filing was not filed during a Marketing Period, on the first day of the
next succeeding Marketing Period, furnish the Agents and their counsel
with the written opinion of LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P.,
counsel for the Company, addressed to the Agents and dated the date of
delivery of such opinion, in form satisfactory to the Agents, of the same
tenor as the opinion referred to in Section 5(d) hereof, but modified, as
necessary, to relate to the Registration Statement and the Prospectus as
amended or supplemented to the time of delivery of such opinion; PROVIDED,
HOWEVER, that in lieu of such opinion, such counsel may furnish the Agents
and their counsel with a letter to the effect that the Agents may rely on
such prior opinion to the same extent as though it were dated the date of
such letter authorizing reliance (except that statements in such prior
opinion shall be deemed to relate to the Registration Statement and the
Prospectus as amended or supplemented to the time of delivery of such
letter authorizing reliance).
(d) SUBSEQUENT DELIVERY OF ACCOUNTANT'S LETTERS. The Company agrees
that during each Marketing Period, each time that the Registration
Statement or the Prospectus shall be amended or supplemented, each time
the Company sells Notes to an Agent as principal and the applicable
Purchase Agreement specifies the delivery of a letter under this Section
6(d) as a condition to the purchase of Notes pursuant to such Purchase
Agreement or the Company files with the Commission any document
incorporated by reference into the Prospectus, the Company shall, if
requested by the Agents, cause its outside auditors to furnish the Agents
and their counsel (i) concurrently with such amendment, supplement, Time
of Delivery relating to such sale or filing or (ii) if such amendment,
supplement or filing was not filed during a Marketing Period, on the first
day of the next succeeding Marketing Period, a letter, addressed jointly
to the Company and the Agents and dated the date of delivery of such
letter, in form and substance of the type described in the relevant
statements of auditing standards, currently American Institute of
Certified Public Accountants Statement on Auditing Standards No.
72, and of the same tenor as the letter referred to in Section 5(h) hereof
but modified to relate to the Registration Statement and the Prospectus,
as amended and supplemented to the date of such letter, with such changes
as may be necessary to reflect changes in the financial statements and
other information derived from the accounting records of the Company;
PROVIDED, HOWEVER, that if the Registration Statement or the Prospectus is
amended or supplemented solely to include material financial information
as of and for a fiscal quarter, the Company's outside auditors may refer
to their previously issued letter, shall reaffirm all statements made in
that letter and may limit the scope of such additional letter to the
unaudited consolidated financial statements included in such amendment or
supplement and certain agreed procedures, if any, of the type described in
the American Institute of Certified Public Accountants Statement on
Auditing Standards No. 72, covering specified financial statement items
and procedures set forth in Annex B hereto.
(E) OPINIONS ON SETTLEMENT DATE. On any settlement date for the sale
of Notes, the Company shall, if requested by the Agent that solicited or
received the offer to purchase any Notes being delivered on such
settlement date (such request to be made not later than the date of
pricing of such Notes), furnish such Agent and its counsel with the
written opinions of LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for
the Company, and of corporate counsel for the Company, each addressed to
such Agent and dated such settlement date, in form satisfactory to such
Agent, of the same tenor as the opinions referred to in Sections 5(d) and
5(e) hereof, respectively, but modified, as necessary, to relate to the
Prospectus relating to the Notes to be delivered on such settlement date;
PROVIDED, HOWEVER, that in lieu of such opinion, each such counsel may
furnish such Agent and its counsel with a letter to the effect that such
Agent may rely on such prior opinion to the same extent as though it were
dated such settlement date (except that statements in such prior opinion
shall be deemed to relate to the Registration Statement and the Prospectus
as amended or supplemented to the time of delivery of such letter
authorizing reliance).
SECTION 7. INDEMNIFICATION AND CONTRIBUTION.
(a) The Company will indemnify and hold harmless each Agent and each
person, if any, who controls such Agent within the meaning of the Act
against any losses, claims, damages or liabilities, joint or several, and
any action in respect thereof to which such Agent or such controlling
person may become subject, under the Act or otherwise, with respect to the
Notes or any other securities of the Company, insofar as such losses,
claims, damages, liabilities or actions arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact
contained in the Registration Statement, the Prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and
will reimburse each Agent and each such controlling person for any legal
or other expenses reasonably incurred by such Agent or such controlling
person in connection with investigating or defending against any such
loss, claim, damage, liability or action; PROVIDED, HOWEVER, that the
Company will not be liable in any such case to the extent that any such
loss, claim, damage, liability or action arises out of or is based upon
any untrue statement or alleged untrue statement or omission or alleged
omission made in the Registration Statement, the Prospectus, or such
amendment or such supplement, in reliance upon and in conformity with
written information furnished to the Company by such Agent specifically
for use in the preparation thereof. This indemnity agreement will be in
addition to any liability which the Company may otherwise have.
(b) Each Agent will indemnify and hold harmless the Company, each of
its directors, each of its officers who has signed the Registration
Statement and each person, if any, who controls the Company within the
meaning of the Act, against any losses, claims, damages or liabilities,
joint or several, and any action in respect thereof to which the Company
or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages,
liabilities or actions arise out of or are based upon any untrue statement
or alleged untrue statement of any material fact contained in the
Registration Statement, the Prospectus, or any amendment or supplement
thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to
the extent, but only to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was made in the
Registration Statement, the Prospectus or such amendment or such
supplement, in reliance upon and in conformity with written information
furnished to the Company by such Agent specifically for use in the
preparation thereof; and will reimburse the Company for any legal or other
expenses reasonably incurred by the Company or any such director, officer
or controlling person in connection with investigating or defending
against any such loss, claim, damage, liability or action. This indemnity
agreement will be in addition to any liability which such Agents may
otherwise have.
(c) Promptly after receipt by an indemnified party under this
Section 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof, but the omission so to notify the
indemnifying party will not relieve it from any liability which it may
have to any indemnified party otherwise than under this Section 7. In case
any such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party
will be entitled to participate in, and, to the extent that it may wish,
jointly with any other indemnifying party, similarly notified, to assume
the defense thereof, with counsel satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party of
its election so to assume the defense thereof, the indemnifying party will
not be liable to
such indemnified party under this Section 7 for any legal or other
expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation,
unless, in the case of an indemnification obligation arising under
subparagraph (a) of this Section 7, (i) the employment of additional
counsel has been authorized in writing by the Company in connection with
defending such action, or (ii) the Company and such Agent or controlling
person are advised by such additional counsel that such Agent or
controlling person has available defenses involving a potential conflict
with the interests of the Company, in either of which events, the fees and
expenses of such additional counsel shall be borne by the Company.
(d) If the indemnification provided for in this Section 7 is
unavailable (or insufficient to hold harmless an indemnified party) under
subparagraph (a) or (b) above (by reason of a failure of the indemnified
party to give a notice required by subparagraph (c) above or for any other
reason whatever) to a party that would have been an indemnified party
under subparagraph (a) or (b) above ("indemnified party") in respect of
any losses, claims, damages, liabilities or actions referred to therein,
then each party that would have been an indemnifying party thereunder
("indemnifying party") shall, in lieu of indemnifying such indemnified
party, contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or actions in
such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and any Agent on the other from
the offering of the Notes. If, however, the allocation provided by the
immediately preceding sentence is not permitted by applicable law, then
each indemnifying party shall contribute to such amount paid or payable by
such indemnified party in such proportion as is appropriate to reflect not
only such relative benefits but also the relative fault of the Company on
the one hand and any Agent on the other in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities
or actions, as well as any other relevant equitable considerations. The
relative benefits received by the Company on the one hand and any Agent on
the other shall be deemed to be in the same proportion as the total net
proceeds from the offering (before deducting expenses) received by the
Company bear to the total commissions received by such Agent with respect
to such offering. The relative fault shall be determined by reference to
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or any Agent and the
parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the
Agents agree that it would not be just and equitable if contribution
pursuant to this subparagraph (d) were determined by pro rata allocation
(even if the Agents were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subparagraph (d). The amount paid
or payable by an indemnified party as a result of the losses, claims,
damages, liabilities or actions
referred to above in this subparagraph (d) shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim (which
shall be limited as provided in subparagraph (c) above if the indemnifying
party has assumed the defense of any such action in accordance with the
provisions thereof). Notwithstanding the provisions of this subparagraph
(d), no Agent shall be required to contribute any amount in excess of the
amount by which the total price at which the Notes sold through such Agent
and distributed to the public were offered to the public exceeds the
amount of any damages which such Agent has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission or
alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
The Agents' obligations in this subparagraph (d) to contribute are several
in proportion to the respective amount of the Notes sold by each and not
joint.
SECTION 8. STATUS OF EACH AGENT. In soliciting offers to purchase the
Notes from the Company pursuant to this Agreement (other than in respect of any
Purchase Agreement), each Agent is acting individually and not jointly and is
acting solely as agent for the Company and not as principal. Each Agent will
make reasonable efforts to assist the Company in obtaining performance by each
purchaser whose offer to purchase Notes from the Company has been solicited by
such Agent and accepted by the Company but such Agent shall have no liability to
the Company in the event any such purchase is not consummated for any reason. If
the Company shall default in its obligations to deliver Notes to a purchaser
whose offer it has accepted, the Company shall (a) hold the Agents harmless
against any loss, claim or damage arising from or as a result of such default by
the Company and (b), in particular, pay to the Agents any commission to which
they would be entitled in connection with such sale.
SECTION 9. REPRESENTATIONS AND WARRANTIES TO SURVIVE DELIVERY. All
representations and warranties of the Company contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of the
termination or cancellation of this Agreement or any investigation made by or on
behalf of any Agent or any person controlling such Agent or by or on behalf of
the Company, and shall survive each delivery of and payment for any of the
Notes.
SECTION 10. TERMINATION. The appointment of an Agent and the obligations
of such Agent under this Agreement may be terminated at any time either by the
Company or by such Agent upon the giving of one day's written notice of such
termination to such Agent or the Company, as the case may be. The provisions of
Sections 2(c), 3(c), 3(d), 3(f), 3(g), 4, 7, 8, 9, 12 and 13 hereof shall
survive any such termination.
SECTION 11. ADDITIONAL AGENTS. The Company may appoint one or more
additional agents for the purpose of soliciting or receiving offers to purchase
the Notes from the Company by others; PROVIDED that any such additional agent
shall become a party to this
Agreement prior to soliciting or receiving offers to purchase the Notes.
SECTION 12. NOTICES. Except as otherwise provided herein, all notices and
other communications hereunder shall be in writing and shall be deemed to have
been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Agents shall be directed to them as follows:
▇▇▇▇▇▇ Brothers Inc., 3 World Financial Center, ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇-▇▇▇▇, Attention: Medium-Term Note Desk, Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇;
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Medium-Term Note Department, Telephone No.:
(▇▇▇) ▇▇▇-▇▇▇▇; Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ and UBS Warburg LLC, ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Telephone No.: (212)
▇▇▇- ▇▇▇▇; Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇ and UBS Warburg Dillon LLC, Swiss Bank
Center 1, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇
06912-0300, Attention: ▇▇▇▇▇ ▇▇▇▇▇, Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇; Telecopy No.:
(▇▇▇) ▇▇▇-▇▇▇▇. Notices to the Company shall be directed to it as follows: ▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, Attention: Treasurer (with a copy to ▇▇▇▇ ▇.
▇▇▇▇, Esq., Corporate Secretary), Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇; Telecopy No.:
(▇▇▇) ▇▇▇-▇▇▇▇.
SECTION 13. BINDING EFFECT; BENEFITS. This Agreement shall be binding upon
each Agent, the Company, and their respective successors. This Agreement and the
terms and provisions hereof are for the sole benefit of only those persons,
except that (a) the representations, warranties, indemnities and agreements of
the Company contained in this Agreement shall also be deemed to be for the
benefit of the person or persons, if any, who control any Agent within the
meaning of Section 15 of the Act, and (b) the indemnity agreement of the Agents
contained in Section 7 hereof shall be deemed to be for the benefit of directors
of the Company, officers of the Company who have signed the Registration
Statement and any person controlling the Company within the meaning of said
Section 15. Nothing in this Agreement is intended or shall be construed to give
any person, other than the persons referred to in this Section, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No purchaser of any of the Notes from any Agent
shall be construed as a successor or assign merely by reason of such purchase.
SECTION 14. GOVERNING LAW; COUNTERPARTS. This Agreement shall be governed
by and construed in accordance with the laws of New York. This Agreement may be
executed by the parties on separate counterparts and the executed counterparts
shall together constitute a single instrument.
If the foregoing correctly sets forth our agreement, please indicate your
acceptance hereof in the space provided for that purpose below.
Very truly yours,
CENTRAL MAINE POWER COMPANY
By:
-------------------------------------
(Title)
CONFIRMED AND ACCEPTED, as of the date first
above written:
▇▇▇▇▇▇ BROTHERS INC.
By:
-------------------------------------
(Title)
▇▇▇▇▇▇▇ ▇▇▇▇▇ BARNEY INC.
By:
-------------------------------------
(Title)
UBS WARBURG LLC
By:
-------------------------------------
(Title)
By:
-------------------------------------
(Title)
ANNEX A
(1) They are independent certified public accountants with respect to the
Company within the meaning of the Act and the applicable published rules and
regulations of the Commission thereunder.
(2) The consolidated financial statements and schedules audited by them
and included or incorporated by reference in the Registration Statement and the
Prospectus comply in form in all material respects with the applicable
accounting requirements of the Act and the Exchange Act and with the applicable
published rules and regulations of the Commission thereunder and, if applicable,
they have made a review in accordance with standards established by the American
Institute of Certified Public Accountants of the unaudited consolidated
condensed interim financial statements of the Company for the periods specified
in such letter, as indicated in their reports thereon, copies of which are to be
furnished to the Agents.
(3) The unaudited selected financial information with respect to the
results of operations and financial position of the Company for the five most
recent fiscal years incorporated by reference in Item 6 of the Company's Annual
Report on Form 10-K for the most recent fiscal year which is incorporated by
reference in the Prospectus agrees with the corresponding amounts in the audited
consolidated financial statements for such fiscal years which were included or
incorporated by reference in the Company's Annual Reports on Form 10-K for such
five fiscal years.
(4) On the basis of a reading of the latest available unaudited
consolidated interim financial statements prepared by the Company, inquiries of
officers and other employees of the Company responsible for financial and
accounting matters, reading all available minutes of the stockholders, the Board
of Directors and the Executive Committee of the Board of Directors of the
Company (and any other committees of the Board of Directors of the Company which
maintain minutes of their proceedings) and other procedures and inquiries
specified by the Agents, nothing has come to their attention which causes them
to believe that (A) the unaudited consolidated condensed financial statements
included in CMP's and the Company's Quarterly Reports on Form 10-Q incorporated
by reference in the Registration Statement and the Prospectus do not comply in
form in all material respects with the applicable accounting requirements of the
Act and the Exchange Act as they apply to Form 10-Q and the applicable published
rules and regulations of the Commission thereunder or such unaudited
consolidated condensed financial statements are not in conformity with generally
accepted accounting principles applied on a basis substantially consistent with
that of the audited consolidated financial statements incorporated by reference
in the Registration Statement and the Prospectus; (B) at the date of the latest
available unaudited interim balance sheet of the Company and as of a subsequent
specified date not more than five business days prior to the date of such
letter, there was any change in the capital stock, long-term debt or short-term
debt
of the Company or any decrease in its net assets, in each case as compared with
amounts shown in the most recent fiscal year end balance sheet of the Company
incorporated by reference in the Registration Statement and the Prospectus; (C)
for the period from the end of the Company's most recently ended fiscal year to
the date of the latest available unaudited consolidated interim financial
statements of the Company and to a subsequent specified date not more than five
business days prior to the date of such letter, there were any decreases, as
compared with the corresponding periods in the preceding year, in electric
operating revenues, operating income, net income or earnings per share of common
stock of the Company; or (D) for the twelve-month period ended with the date of
the latest available unaudited consolidated interim financial statements of the
Company, there was a decrease, as compared with the Company's most recently
ended fiscal year in the ratio of earnings to fixed charges of the Company,
except in all instances for changes or decreases which the Prospectus discloses
have occurred or may occur or which are described in such letter. For purposes
hereof, "most recent fiscal year" and "most recently ended fiscal year" shall
mean the most recent fiscal year for which audited consolidated financial
statements are available.
(5) That they carried out certain agreed procedures specified in such
letter for the purpose of comparing certain financial information and certain
dollar amounts (or percentages derived from such dollar amounts) in the
Registration Statement and the Prospectus (and the documents incorporated by
reference therein) to the corresponding amounts in the consolidated financial
statements of the Company audited by them or in the accounting records of the
Company and have found such dollar amounts, percentages and other financial
information to be in agreement with such results.
ANNEX B
(1) If applicable, they have made a review in accordance with standards
established by the American Institute of Certified Public Accountants of the
unaudited consolidated condensed interim financial statements of the Company for
the periods specified in such letter, as indicated in their reports thereon,
copies of which are to be furnished to the Agents.
(2) On the basis of a reading of the latest available unaudited
consolidated interim financial statements prepared by the Company, inquiries of
officers and other employees of the Company responsible for financial and
accounting matters, reading all available minutes of the stockholders, the Board
of Directors and the Executive Committee of the Board of Directors of the
Company (and any other committees of the Board of Directors of the Company which
maintain minutes of their proceedings) and other procedures and inquiries
specified by the Agents, nothing has come to their attention which causes them
to believe that (A) the unaudited consolidated condensed financial statements
included in the CMP's and the Company's Quarterly Reports on Form 10-Q
incorporated by reference in the Registration Statement and the Prospectus do
not comply in form in all material respects with the applicable accounting
requirements of the Act and the Exchange Act as they apply to Form 10-Q and the
applicable published rules and regulations of the Commission thereunder or such
unaudited consolidated condensed financial statements are not in conformity with
generally accepted accounting principles applied on a basis substantially
consistent with that of the audited consolidated financial statements
incorporated by reference in the Registration Statement and the Prospectus; (B)
at the date of the latest available unaudited interim balance sheet of the
Company and as of a subsequent specified date not more than five business days
prior to the date of such letter, there was any change in the capital stock,
long-term debt or short-term debt of the Company or any decrease in its net
assets, in each case as compared with amounts shown in the most recent fiscal
year end balance sheet of the Company incorporated by reference in the
Registration Statement and the Prospectus; (C) for the period from the end of
the Company's most recently ended fiscal year to the date of the latest
available unaudited consolidated interim financial statements of the Company and
to a subsequent specified date not more than five business days prior to the
date of such letter, there were any decreases, as compared with the
corresponding periods in the preceding year, in electric operating revenues,
operating income, net income or earnings per share of common stock of the
Company; or (D) for the twelve-month period ended with the date of the latest
available unaudited consolidated interim financial statements of the Company,
there was a decrease, as compared with the Company's most recently ended fiscal
year in the ratio of earnings to fixed charges of the Company, except in all
instances for changes or decreases which the Prospectus discloses have occurred
or may occur or which are described in such letter. For purposes hereof, "most
recent fiscal year" and "most recently ended fiscal year" shall mean the most
recent fiscal year for which audited consolidated financial statements are
available.
(3) That they carried out certain agreed procedures specified in such
letter for the
purpose of comparing certain financial information and certain dollar amounts
(or percentages derived from such dollar amounts) in the Registration Statement
and the Prospectus (and the documents incorporated by reference therein) to the
corresponding amounts in the consolidated financial statements of the Company
audited by them or in the accounting records of the Company and have found such
dollar amounts, percentages and other financial information to be in agreement
with such results.
EXHIBIT A
Central Maine Power Company
Medium-Term Notes, Series E
Schedule of Payments
The Company agrees to pay each Agent a commission equal to the
following percentage of the aggregate principal amount of Notes sold by such
Agent unless, at the time of such sale, the medium-term notes of the Company
are rated Baa3 or above by ▇▇▇▇▇'▇ Investors Service, Inc. or BBB- or above
by Standard & Poor's Corporation:
Term of Notes Commission Rate
------------- ---------------
9 months to less than 12 months .250%
12 months to less than 18 months .300%
18 months to less than 2 years .400%
2 years to less than 3 years .500%
3 years to less than 4 years .700%
4 years to less than 5 years .700%
5 years to less than 6 years 1.000%
6 years to less than 7 years 1.000%
7 years to less than 10 years 1.200%
10 years to less than 15 years 1.250%
15 years to less than 20 years 1.500%
20 years to and including 30 years 1.750%
The Company agrees to pay each Agent a commission equal to the
following percentage of the aggregate principal amount of Notes sold by such
Agent if, at the time of such sale, the medium-term notes of the Company
are rated Baa3 or above by ▇▇▇▇▇'▇ Investors Service, Inc. or BBB- or above
by Standard & Poor's Corporation:
Term of Notes Commission Rate
------------- ---------------
9 months to less than 12 months .125%
12 months to less than 18 months .150%
18 months to less than 2 years .200%
2 years to less than 3 years .250%
3 years to less than 4 years .350%
4 years to less than 5 years .450%
5 years to less than 6 years .500%
6 years to less than 7 years .550%
7 years to less than 10 years .600%
10 years to less than 15 years .625%
15 years to less than 20 years .650%
20 years to and including 30 years .750%
EXHIBIT B
CENTRAL MAINE POWER COMPANY
MEDIUM-TERM NOTES, SERIES E
ADMINISTRATIVE PROCEDURES
Medium-Term Notes, Series E, due from nine months to thirty years from
date of issue (the "Notes") are to be offered on a continuing basis by Central
Maine Power Company (the "Company"). ▇▇▇▇▇▇ Brothers Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney
Inc. and SBC Warburg Dillon Read Inc. as agents (each an "Agent" and
collectively, the "Agents", which shall include ▇▇▇▇▇▇ Government Securities
Inc., an affiliate of ▇▇▇▇▇▇ Brothers Inc.), have each agreed to use their
reasonable efforts to solicit offers to purchase the Notes. The Notes are being
sold pursuant to a Distribution Agreement among the Company and the Agents dated
____________ __, 2000 (as it may be supplemented or amended from time to time,
the "Distribution Agreement") to which these administrative procedures are
attached as an exhibit. The Notes will be issued under the Company's Indenture,
dated as of August 1, 1989 between the Company and The Bank of New York, as
trustee (the "Trustee"), as heretofore supplemented. The Notes will rank equally
with all other unsecured and unsubordinated indebtedness of the Company and will
have been registered with the Securities and Exchange Commission (the
"Commission"). Terms defined in the Prospectus relating to the Notes (the
"Prospectus", which term shall include any Prospectus Supplement relating to the
Notes and any Pricing Supplement relating to an applicable Note) and in the
Distribution Agreement shall have the same meaning when used in this exhibit.
The Notes will be issued either (a) in certificated form (each, a
"Certificated Note") delivered to the purchaser thereof or a person designated
by such purchaser or (b) in book-entry form (each, a "Book-Entry Note")
represented by one or more fully registered global Notes (each, a "Global
Security") delivered to the Trustee, as agent for The Depositary Trust Company
("DTC"), and recorded in the book-entry system maintained by DTC. Owners of
beneficial interests in Book-Entry Notes will be entitled to physical delivery
of Certificated Notes equal in principal amount to their respective beneficial
interests only upon certain limited circumstances described in the Prospectus.
General procedures relating to the issuance of all Notes are set forth in
Part I hereof. Certificated Notes will be issued in accordance with the
procedures set forth in Part II, as supplemented, in the case of Certificated
Notes denominated other than in U.S. dollars ("Multi-Currency Notes"), by Part
III. Book-Entry Notes will be issued in accordance with the procedures set forth
in Part IV.
Administrative responsibilities, document control and record-keeping
functions to be
performed by the Company will be performed by its Treasurer or the Treasurer's
designee. Administrative procedures for the offering are explained below.
PART I: PROCEDURES OF GENERAL APPLICABILITY
PRICE TO PUBLIC
Each Note will be issued at 100% of principal amount, unless otherwise
determined by the Company.
DATE OF ISSUANCE
Each Note will be dated and issued as of the date of its authentication by
the Trustee.
MATURITIES
Each Note will mature on a day at least nine months but not more than 30
years from the date of issuance selected by the purchaser and agreed upon by the
Company. Each Floating Rate Note (as defined below) will mature on an Interest
Payment Date (as defined below).
REGISTRATION
Notes will be issued only in fully registered form as either a Book-Entry
Note or a Certificated Note.
INTEREST PAYMENTS
Each Note bearing interest at a fixed rate (a "Fixed Rate Note") will bear
interest from its issue date at the annual rate stated on the face thereof,
payable in the case of Fixed Rate Notes other than Amortizing Notes, unless
otherwise specified in an applicable Pricing Supplement, on March 1 and
September 1 of each year (each an "Interest Payment Date" with respect to such
Fixed Rate Note) and at Specified Maturity or upon redemption, if applicable.
Special provisions are set forth in the Prospectus relating to Notes
bearing interest at a rate or rates determined by reference to an interest rate
formula ("Floating Rate Notes") at a rate determined pursuant to the formula
stated on the face thereof, payable in arrears on such dates as are specified
therein (each an "Interest Payment Date" with respect to such Floating Rate
Note).
Unless otherwise specified in an applicable Pricing Supplement, interest
on Fixed Rate Notes will be calculated and paid on the basis of a 360-day year
of twelve 30-day months.
Unless otherwise specified in an applicable Pricing Supplement, interest will be
payable to the person in whose name such Note is registered at the close of
business fifteen calendar days next preceding each Interest Payment Date
(whether or not a Business Day) with respect to Fixed Rate Notes other than
Amortizing Notes (as hereinafter defined) or the fifteenth day (whether or not a
Business Day) next preceding an Interest Payment Date with respect to Floating
Rate Notes (the "Record Dates") next preceding the respective Interest Payment
Date; PROVIDED, HOWEVER, that interest payable at Specified Maturity will be
payable to the person to whom principal shall be payable. Payments of principal
and interest on Notes for which payments of principal and interest are made in
equal installments over the life of the security ("Amortizing Notes"), will be
made either quarterly on each February 1, May 1, August 1 and November 1 or
semiannually on each May 1 and November 1 as set forth in the applicable Pricing
Supplement, and at maturity or upon earlier redemption or repayment. Payments
with respect to Amortizing Notes will be applied first to interest due and
payable thereon and then to the reduction of the unpaid principal amount
thereof. A table setting forth repayment information in respect of each
Amortizing Note will be provided to the original purchaser and will be
available, upon request, to subsequent Holders. Any payment of principal and
interest on any such Note required to be paid on an Interest Payment Date or at
Specified Maturity or upon redemption, if applicable, which is not a Business
Day shall be postponed to the next day which is a Business Day. The first
payment of interest on any Note originally issued between a Record Date and an
Interest Payment Date will be made on the Interest Payment Date following the
next succeeding Record Date. All interest payments (and, in the case of
Amortizing Notes, principal payments) excluding interest payments and, in the
case of Amortizing Notes, principal payments made at Specified Maturity or upon
redemption, if applicable, will be made by check mailed to the person entitled
thereto as provided above, or, at the option of the Company, by wire transfer to
an account maintained by such person with a bank located in the United States.
Notwithstanding the foregoing, the holder of $10 million or more in aggregate
principal amount of Notes of like tenor and terms with the same Interest Payment
Date may request payment by wire transfers.
On the fifth Business Day immediately preceding each Interest Payment
Date, the Trustee will furnish the Company with the total amount of the interest
payments and, in the case of Amortizing Notes, principal payments, to be made on
such Interest Payment Date. The Trustee (or any duly selected paying agent) will
provide monthly to the Company's Treasury Department a list of the principal and
interest to be paid on Notes maturing in the next succeeding month. The Company
will provide to the Trustee (or any duly selected paying agent) not later than
the payment date sufficient moneys to pay in full all principal and interest
payments due on such payment date. The Trustee will assume responsibility for
withholding taxes on interest paid as required by law.
ACCEPTANCE AND REJECTION OF OFFERS
The Company shall have the sole right to accept offers to purchase Notes
and may reject any such offer in whole or in part. Each Agent shall promptly
communicate to the
Company, orally or in writing, each reasonable offer to purchase Notes from the
Company received by it other than those rejected by such Agent. Each Agent shall
have the right, in its discretion reasonably exercised without advising the
Company, to reject any offers in whole or in part.
SETTLEMENT
The receipt of immediately available funds in U.S. dollars by the Company
in payment for a Note (less the applicable commission) and the authentication
and issuance of such Note shall, with respect to such Note, constitute
"Settlement." All offers accepted by the Company will be settled from one to
five Business Days from the date of acceptance by the Company pursuant to the
timetable for Settlement set forth below unless the Company and the purchaser
agree to Settlement on a later date; PROVIDED, HOWEVER, that the Company will so
notify the Trustee of any such later date on or before the Business Day
immediately prior to the Settlement date.
PROCEDURES FOR ESTABLISHING THE TERMS OF THE NOTES
The Company and the Agents will discuss from time to time the rates to be
borne by the Notes that may be sold as a result of the solicitation of offers by
the Agents. Once any Agent has recorded any indication of interest in Notes upon
certain terms, and communicated with the Company, if the Company accepts an
offer to purchase Notes upon such terms, it will prepare a Pricing Supplement in
the form previously approved by the Agents, reflecting the terms of such Notes
and, after approval from the Presenting Agent, will arrange to have such Pricing
Supplement (together with the Prospectus, if amended or supplemented) filed with
the Commission and will supply an appropriate number of copies of the
Prospectus, as then amended or supplemented, together with such Pricing
Supplement, to the Presenting Agent. See "Delivery of Prospectus." No
settlements with respect to Notes upon such terms may occur prior to such filing
and the Presenting Agent will not, prior to such filing, mail confirmations to
customers who have offered to purchase Notes upon such terms. After such filing,
sales, mailing of confirmations and settlements may occur with respect to Notes
upon such terms, subject to the provisions of "Delivery of Prospectus" below.
If the Company decides to post rates and a decision has been reached to
change interest rates, the Company will promptly notify each Agent. Each Agent
will forthwith suspend solicitation of purchases. At that time, the Agents will
recommend and the Company will establish rates to be so "posted." Following
establishment of posted rates and prior to the filing described in the following
sentence, the Agents may only record indications of interest in purchasing Notes
at the posted rates. Once any Agent has recorded any indication of interest in
Notes at the posted rates and communicated with the Company, if the Company
accepts an offer at the posted rate, it will prepare a Pricing Supplement
reflecting such posted rates and, after approval from the Presenting Agent, will
arrange to have 10 copies of such Pricing Supplement (together with the
Prospectus if amended or supplemented) filed with the
Commission and will supply an appropriate number of copies of the Prospectus, as
then amended or supplemented, to the Presenting Agent. See "Delivery of
Prospectus." No settlements at the posted rates may occur prior to such filing
and the Presenting Agent will not, prior to such filing, mail confirmations to
customers who have offered to purchase Notes at the posted rates. After such
filing, sales, mailing of confirmations and settlements may resume, subject to
the provisions of "Delivery of Prospectus" below.
SUSPENSION OF SOLICITATION; AMENDMENT OR SUPPLEMENT
In the event that at the time the Agents, at the direction of the Company,
suspend solicitation of offers to purchase from the Company there shall be any
orders outstanding which have not been settled, the Company will promptly advise
the Agents and the Trustee whether such orders may be settled and whether copies
of the Prospectus as theretofore amended and/or supplemented as in effect at the
time of the suspension may be delivered in connection with the settlement of
such orders. The Company will have the sole responsibility for such decision and
for any arrangements which may be made in the event that the Company determines
that such orders may not be settled or that copies of such Prospectus may not be
so delivered.
DELIVERY OF PROSPECTUS
A copy of the Prospectus as most recently amended or supplemented on the
date of delivery thereof, together with the applicable Pricing Supplement, must
be delivered to a purchaser prior to or together with the earlier of the
delivery by the Agents of (i) the written confirmation of a sale sent to a
purchaser or his agent and (ii) any Note purchased by such purchaser. The
Company shall ensure that the Presenting Agent receives copies of the Prospectus
and each amendment or supplement thereto (including the applicable Pricing
Supplement) in such quantities and within such time limits as will enable the
Presenting Agent to deliver such confirmation or Note to a purchaser as
contemplated by these procedures and in compliance with the preceding sentence.
Copies of Pricing Supplements should be delivered (i) if to ▇▇▇▇▇▇ Brothers, by
hand to ▇▇▇▇▇▇ Brothers Inc., 3 World Financial Center, 9th Floor, New York, New
York 10285-0900, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Telephone: (▇▇▇) ▇▇▇-▇▇▇▇; (ii) if
to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc., by telecopy and by overnight delivery to ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Inc., ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, Telecopy
(▇▇▇) ▇▇▇-▇▇▇▇, Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; or (iii) if to UBS Warburg LLC, by
telecopy and by hand to UBS Warburg LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇. If, since the date of
acceptance of a purchaser's offer, the Prospectus shall have been supplemented
solely to reflect any sale of Notes on terms different from those agreed to
between the Company and such purchaser or a change in posted rates not
applicable to such purchaser, such purchaser shall not receive the Prospectus as
supplemented by such new supplement, but shall receive the Prospectus as
supplemented to reflect the terms of the Notes being purchased by such purchaser
and otherwise as most recently amended or supplemented on the date of delivery
of
the Prospectus. The Company will make all such deliveries with respect to all
Notes sold directly by the Company.
REDEMPTION AND REPAYMENT
Unless one or more Redemption Dates are specified in the applicable
Pricing Supplement, the Notes will not be redeemable prior to their Specified
Maturity. If one or more Redemption Dates are so specified with respect to any
Note, the applicable Pricing Supplement will also specify one or more redemption
prices (expressed as a percentage of the principal amount of such Note)
("Redemption Prices") and the redemption period or periods ("Redemption
Periods") during which such Redemption Prices shall apply. Unless otherwise
specified in the Pricing Supplement, any such Note shall be redeemable at the
option of the Company at the specified Redemption Price applicable to the
Redemption Period during which such Note is to be redeemed, together with
interest accrued to the Redemption Date. Unless otherwise specified in the
applicable Pricing Supplement, the Notes will not be subject to any sinking
fund. The Company may redeem any of the Notes that are redeemable and remain
outstanding either in whole or from time to time in part, upon not less than 30
nor more than 60 days' notice. In the event of a redemption in part of any Note,
a new Note for the amount of the unredeemed portion shall be issued in the name
of the Holder upon cancellation of the redeemed Note.
The Pricing Supplement relating to each Note will indicate either that
such Note cannot be repaid prior to Specified Maturity or that such Note will be
repayable at the option of the holder on a date or dates specified prior to
Specified Maturity at a price or prices set forth in the applicable Pricing
Supplement, together with accrued interest to the date of repayment.
In order for a Note that is subject to repayment at the option of the
Holder to be repaid, the Paying Agent must receive at least 30 days but not more
than 45 days prior to the repayment date (a) appropriate wire instructions and
(b) either (i) the Note with the form entitled "Option to Elect Repayment"
attached to the Note duly completed or (ii) a telegram, telex, facsimile
transmission or letter from a member of a national securities exchange or the
National Association of Securities Dealers, Inc. or a commercial bank or trust
company in the United States setting forth the name of the Holder of the Note,
the principal amount of the Note, the portion of the principal amount of the
Note to be repaid, the certificate number or a description of the tenor and
terms of the Note, a statement that the option to elect repayment is being
exercised thereby and a guarantee that the Note to be repaid with the form
entitled "Option to Elect Repayment" attached to the Note duly completed will be
received by the Paying Agent not later than five Business Days after the date of
such telegram, telex, facsimile transmission or letter and such Note and form
duly completed must be received by the Paying Agent by such fifth Business Day.
Exercise of the repayment option by the Holder of a Note shall be irrevocable,
except as otherwise described under "Interest Rate Reset" and "Extendible Notes"
in the Prospectus Supplement. The repayment option may be exercised by the
Holder of a Note for less than the entire principal amount of the Note provided
that the
principal amount of the Note remaining outstanding after repayment is an
authorized denomination. No transfer or exchange of any Note (or, in the event
that any Note is to be repaid in part, the portion of the Note to be repaid)
will be permitted after exercise of a repayment option. All questions as to the
validity, eligibility (including time of receipt) and acceptance of any Note for
repayment will be determined by the Company, whose determination will be final,
binding and non-appealable.
If a Note is represented by a Global Security, the Depositary's nominee
will be the Holder of such Note and therefore will be the only entity that can
exercise a right to repayment. In order to ensure that the Depositary's nominee
will timely exercise a right to repayment with respect to a particular Note, the
beneficial owner of such Note must instruct the broker or other direct or
indirect participant through which it holds an interest in such Note to notify
the Depositary of its desire to exercise a right to repayment. Different firms
have different cut-off times for accepting instructions from their customers
and, accordingly, each beneficial owner should consult the broker or other
direct or indirect participant through which it holds an interest in a Note in
order to ascertain the cut-off time by which such an instruction must be given
in order for timely notice to be delivered to the Depositary.
Unless otherwise specified in the applicable Pricing Supplement, if a Note
is an Original Issue Discount Note, the amount payable on such Note in the event
of redemption or repayment prior to its Specified Maturity shall be the
Amortized Face Amount of such Note, as specified in the applicable Pricing
Supplement, as of the Redemption Date or the date of repayment, as the case may
be.
AUTHENTICITY OF SIGNATURES
The Company will cause the Trustee to furnish the Agents from time to time
with the specimen signatures of each of the Trustee's officers, employees and
agents who have been authorized by the Trustee to authenticate Notes, but the
Agents will have no obligation or liability to the Company or the Trustee in
respect of the authenticity of the signature of any officer, employee or agent
of the Company or the Trustee on any Note.
ADVERTISING COSTS
The Company will determine with the Agents the amount and nature of
advertising that may be appropriate in offering the Notes. Advertising expenses
incurred with the consent of the Company will be paid by the Company.
BUSINESS DAY
"Business Day" shall mean, any day, other than a Saturday or Sunday, that
meets each of the following applicable requirements: the day is (a) not a day on
which banking institutions are authorized or required by law or regulation to be
closed in The City of New
York and (b) with respect to LIBOR Notes, a London Banking Day. "London Banking
Day" means any day on which dealings in deposits in U.S. dollars are transacted
in the London interbank market.
PART II: PROCEDURES FOR CERTIFICATED NOTES
CURRENCY
Certificated Notes will be denominated in U.S. dollars or in one or more
foreign currencies or foreign currency units, as specified in the applicable
Pricing Supplement. For special procedures relating to Multi-Currency Notes, see
Part III hereof.
REGISTRATION
Certificated Notes may be presented for registration of transfer or
exchange at the Trustee's New York office.
DENOMINATIONS
Except as provided in the applicable Pricing Supplement, Certificated
Notes will be issued and payable in U.S. dollars in the denominations of $1,000
and any larger denomination which is an integral multiple of $1,000.
MATURITY
Upon presentation of each Certificated Note at Maturity the Trustee (or
any duly appointed Paying Agent) will pay the principal amount thereof, together
with accrued interest due at maturity. Such payment shall be made in immediately
available funds in U.S. dollars, provided that the Certificated Note is
presented to the Trustee (or any such Paying Agent) in time for the Trustee (or
such Paying Agent) to make payments in such funds in accordance with its normal
procedures. The Company will provide the Trustee (and any such Paying Agent)
with funds available for immediate use for such purpose. Certificated Notes
presented at Maturity will be cancelled by the Trustee as provided in the
Indenture.
SETTLEMENT PROCEDURES
In the event of a purchase of Certificated Notes by an Agent, as
principal, appropriate Settlement details will be as set forth below unless such
details are set forth in the applicable Purchase Agreement to be entered into
between such Agent and the Company pursuant to the Distribution Agreement.
In the event of the sale of a Certificated Note that is a Multi-Currency
Note or an Indexed Note, whether the sale is through an Agent or to an Agent, as
principal, additional or
different Settlement details may be set forth in an amendment to these
administrative procedures to be entered into between such Agent and the Company.
Other than as contemplated above, settlement procedures with regard to
each Certificated Note sold through each Agent shall be as follows, as
applicable:
A. Such Agent (the "Presenting Agent") will advise the Company by
telephone, telex or facsimile, of the following Settlement information:
1. Exact name in which the Note is to be registered ("Registered
Owner").
2. Exact address of the Registered Owner and address for payment of
principal and interest, if any.
3. Taxpayer identification number of the Registered Owner.
4. Principal amount of the Note (and, if multiple Notes are to be
issued, denominations thereof).
5. Settlement date.
6. Specified Maturity and, if the Company has the option to extend the
Specified Maturity, the Extension Periods and the Final Maturity
Date.
7. Issue Price and any OID information.
8. Trade Date/Original Issue Date.
9. If such Note is a Fixed Rate Note, whether such Note is an
Amortizing Note.
10. Interest rate (including, if appropriate, such interest rate
information applicable to any Extension Period):
(a) Fixed Rate Certificated Notes:
(i) interest rate
(ii) interest payment dates, if other than as specified above
(iii) date or dates, if any, on which the interest rate may be reset
and the basis or formula, if any, for such resetting
(iv) overdue rate, if any
(b) Floating Rate Certificated Notes:
(i) interest rate basis
(ii) initial interest rate
(iii) spread or spread multiplier, if any
(iv) date or dates, if any, on which the spread or spread
multiplier may be reset and the basis or formula, if any for
such resetting
(v) interest rate reset periods
(vi) interest payment dates
(vii) index maturity
(viii) maximum and minimum interest rates, if any
(ix) record dates
(x) interest determination rates
(xi) overdue rate, if any
11. The date on or after which the Certificated Notes are redeemable at
the option of the Company or are to be repaid at the option of the
Holder, and additional redemption or repurchase provisions, if any.
12. Wire transfer information.
13. Presenting Agent's commission (to be paid in the form of a discount
from the proceeds remitted to the Company upon Settlement).
14. That the Note will be a Certificated Note.
B. The Company will confirm the above Settlement information to the
Trustee by telephone, telex or facsimile, and the Trustee will
assign a Note number to the transaction. If the Company rejects an
offer, the Company will promptly notify the Presenting Agent and the
Trustee by telephone.
C. The Trustee will complete the first page of the preprinted 4-ply
Certificated Note packet, the form of which was previously approved
by the Company, the Agents and the Trustee.
D. The Trustee will deliver the Certificated Note (with the attached
white confirmation) and the yellow and blue stubs to the Presenting
Agent. The Presenting Agent will acknowledge receipt of the
Certificated Note by completing the yellow stub and returning it to
the Trustee.
E. The Presenting Agent will cause to be wire transferred to a bank
account designated by the Company immediately available funds in
U.S. dollars in the amount of the principal amount of the
Certificated Note, less the applicable commission or discount, if
any.
F. The Presenting Agent will deliver the Certificated Note (with the
attached white
confirmation) to the purchaser against payment in immediately
available funds in the amount of the principal amount of the
Certificated Note. The Presenting Agent will deliver to the
purchaser a copy of the most recent Prospectus applicable to the
Certificated Note with or prior to any written offer of Certificated
Notes, delivery of the Certificated Note and the confirmation and
payment by the purchaser for the Certificated Note.
G. The Presenting Agent will obtain the acknowledgment of receipt for
the Certificated Note and Prospectus by the purchaser through the
purchaser's completion of the blue stub.
H. The Trustee will mail the pink stub to the Company's Treasurer.
SETTLEMENT PROCEDURES TIMETABLE
For offers to purchase Certificated Notes accepted by the Company,
Settlement procedures "A" through "H" set forth above shall be completed on or
before the respective times set forth below:
================================================
SETTLEMENT
PROCEDURE TIME (NEW YORK)
------------------------------------------------
A 5 PM on the Trade Date
------------------------------------------------
B 3 PM on the Business Day prior to
Settlement Date
------------------------------------------------
C-D 12 Noon on the Settlement Date
------------------------------------------------
E 2:15 PM on the Settlement Date
------------------------------------------------
F-G 3 PM on the Settlement Date
------------------------------------------------
H 5 PM on Business Day after the
Settlement Date
================================================
FAILS
In the event that a purchaser of a Certificated Note shall either fail to
accept delivery of or make payment for such Certificated Note on the date fixed
by the Company for Settlement, the Presenting Agent will immediately notify the
Trustee and the Company's Treasurer by telephone, confirmed in writing, of such
failure and return the Certificated Note to the Trustee. Upon the Trustee's
receipt of the Certificated Note from the Presenting Agent, the Company will
promptly return to the Presenting Agent an amount of immediately available funds
in U.S. dollars equal to any amount previously transferred to the Company in
respect of the Certificated Note pursuant to advances made by the Agent. Such
returns will be made on the Settlement Date, if possible, and in any event not
later than 12 noon (New York City time) on the Business Day following the
Settlement Date. The Company will reimburse the Presenting Agent on an equitable
basis for its loss of the use of the funds during the period
when the funds were credited to the account of the Company. Upon receipt of the
Certificated Note in respect of which the default occurred, the Trustee will
▇▇▇▇ the Certificated Note "cancelled," make appropriate entries in its records
and deliver the Certificated Note to the Company with an appropriate debit
advice. The Presenting Agent will not be entitled to any commission with respect
to any Certificated Note which the purchaser does not accept or make payment
for.
PART III: SPECIAL ADMINISTRATIVE PROCEDURES FOR MULTI-CURRENCY NOTES
Unless otherwise set forth in an applicable Foreign Currency Amendment,
the following procedures and terms shall apply to Multi-Currency Notes in
addition to, and to the extent inconsistent therewith in replacement of, the
procedures and terms set forth above.
DENOMINATIONS
The authorized denominations of any Multi-Currency Note will be the amount
of the Specified Currency for such Multi-Currency Note equivalent, at the noon
buying rate in the City of New York for cable transfers for such Specified
Currency (the "Market Exchange Rate") on the first Business Day in the City of
New York and the country issuing such currency (or, in the case of ECUs,
Brussels) next preceding the date on which the Company accepts the offer to
purchase such Multi-Currency Note, to U.S. $100,000 (rounded down to an integral
multiple of 10,000 units of such Specified Currency) and any greater amount that
is an integral multiple of 10,000 units of such Specified Currency.
CURRENCIES
Unless otherwise specified in the applicable Pricing Supplement, payments
of principal of (and premium, if any) and interest on all Multi-Currency Notes
will be made in the applicable Specified Currency, PROVIDED, HOWEVER, that
payments of principal of (and premium, if any) and interest on Multi-Currency
Notes denominated in other than U.S. dollars will nevertheless be made in U.S.
dollars (i) at the option of the Holders thereof under the procedures described
below and (ii) at the option of the Company in the case of imposition of
exchange controls or other circumstances beyond the control of the Company as
described below.
PAYMENT OF PRINCIPAL AND INTEREST
If so specified in the applicable Pricing Supplement, except as provided
in the next paragraph, payments of interest and principal (and premium, if any)
with respect to any Multi- Currency Note will be made in U.S. dollars if the
Holder of such Note on the relevant Regular Record Date or at Maturity, as the
case may be, has transmitted a written request for such payment in U.S. dollars
to the Trustee at its Corporate Trust Office in The City of New
York on or prior to such Regular Record Date or the date 15 days prior to
Maturity, as the case may be. Such request may be in writing (mailed or hand
delivered) or by cable, telex or other form or facsimile transmission. Any
such request made with respect to any Multi-Currency Note by a Holder will
remain in effect with respect to any further payments of interest and
principal (and premium, if any) with respect to such Multi-Currency Note
payable to such Holder, unless such request is revoked on or prior to the
relevant Regular Record Date or the date 15 days prior to Maturity, as the
case may be. Holders of Multi-Currency Notes denominated in other than U.S.
dollars whose Notes are registered in the name of a broker or nominee should
contact such broker or nominee to determine whether and how an election to
receive payments in U.S. dollars may be made.
The U.S. dollar amount to be received by a Holder of a Multi-Currency Note
who elects to receive payments in U.S. dollars will be based on the highest bid
quotation in The City of New York received by the Currency Determination Agent
(as defined below) as of noon New York City time on the third Business Day next
preceding the applicable payment date from three recognized foreign exchange
dealers (one of which may be the Currency Determination Agent) for the purchase
by the quoting dealer of the Specified Currency for U.S. dollars for settlement
on such payment date in the aggregate amount of the Specified Currency payable
to all Holders of Multi-Currency Notes electing to receive U.S. dollar payments
and at which the applicable dealer commits to execute a contract. If three such
bid quotations are not available on the third Business Day preceding the date of
payment of principal (and premium, if any) or interest with respect to any such
Multi-Currency Note, such payment will be made in the Specified Currency. All
currency exchange costs associated with any payment in U.S. dollars on any such
Multi-Currency Note will be borne by the Holder thereof by deductions from such
payment. Unless otherwise provided in the applicable Pricing Supplement, ▇▇▇▇▇▇
Brothers will be the Currency Determination Agent (the "Currency Determination
Agent") with respect to the Multi-Currency Notes.
PAYMENT CURRENCY
If the principal of (and premium, if any) or interest on any
Multi-Currency Note is payable in any currency other than U.S. dollars and such
Specified Currency is not available due to the imposition of exchange controls
or other circumstances beyond the control of the Company, the Company will be
entitled to satisfy its obligations to Holders of the Multi- Currency Notes by
making such payment in U.S. dollars on the basis of the Market Exchange Rate on
the last date such Specified Currency was available (the "Conversion Date"). Any
payment made under such circumstances in U.S. dollars where the required payment
is in other than U.S. dollars will not constitute an Event of Default under the
Indenture.
If payment in respect of a Note is required to be made in any currency
unit (e.g., ECU) and such currency unit is unavailable due to the imposition of
exchange controls or other circumstances beyond the Company's control, then all
payments in respect of such
Multi-Currency Note shall be made in U.S. dollars
until such currency unit is again available. The amount of each payment in U.S.
dollars shall be computed on the basis of the equivalent of the currency unit in
U.S. dollars, which shall be determined by the Company or its agent on the
following basis. The component currencies of the currency unit for this purpose
(the "Component Currencies") shall be the currency amounts that were components
of the currency unit as of the Conversion Date for such currency unit. The
equivalent of the currency unit in U.S. dollars shall be calculated by
aggregating the U.S. dollar equivalents of the Component Currencies. The U.S.
dollar equivalent of each of the Component Currencies shall be determined by the
Company or such agent on the basis of the Market Exchange Rate for each such
Component Currency that is available as of the third Business Day prior to the
date on which the relevant payment is due and for each such Component Currency
that is unavailable, if any, of the Conversion Date for such Component Currency.
If the official unit of any Component Currency is altered by way of
combination or subdivision, the number of units of that currency as a Component
Currency shall be divided or multiplied in the same proportion, if two or more
Component Currencies are consolidated into a single currency, the amounts of
those currencies as Component Currencies shall be replaced by an amount in such
single currency equal to the sum of the amounts of the consolidated Component
Currencies expressed in such single currency. If any Component Currency is
divided into two or more currencies, the amount of the original Component
Currency shall be replaced by the amounts of such two or more currencies, the
sum of which shall be equal to the amount of the original Component Currency.
OUTSTANDING MULTI-CURRENCY NOTES
For purposes of calculating the principal amount of any Multi-Currency
Note for any purpose under the Indenture, the principal amount of such
Multi-Currency Note at any time Outstanding shall be deemed to be the U.S.
dollar equivalent at the Market Exchange Rate, determined as of the date of the
original issuance of such Multi-Currency Note, of the principal amount of such
Multi-Currency Note.
DETAILS FOR SETTLEMENT OF MULTI-CURRENCY NOTES
In addition to the Settlement information specified in "Settlement
Procedures" above, the Presenting Agent shall communicate to the Company in the
manner set forth in "Settlement Procedures" the following information:
1. Specified Currency
2. Denominations
3. Wire transfer and overseas bank account information (if holder has
elected payment in a Specified Currency).
Whether the sale is through an Agent or to an Agent, as principal,
additional or
different Settlement details may be set forth in an amendment to these
administrative procedures to be agreed to by such Agent and the Company.
PART IV: SPECIAL ADMINISTRATIVE PROCEDURES FOR BOOK-ENTRY NOTES
In connection with the qualification of the Book-Entry Notes for
eligibility in the book-entry system maintained by DTC, the Trustee will perform
or cause to be performed the custodial, document control and administrative
functions described below, in accordance with its respective obligations under a
Letter of Representations from the Company and the Trustee to DTC and a
Medium-Term Note Certificate Agreement previously entered into between the
Trustee and DTC, and its obligations as a participant in DTC, including DTC's
Same-Day Funds Settlement System ("SDFS"). Except as otherwise set forth in this
Exhibit B, Book- Entry Notes will be issued in accordance with the
administrative procedures set forth below.
ISSUANCE
On any date of settlement (as defined under "Settlement" below) for one or
more Fixed Rate Book-Entry Notes, the Company will issue a single Global
Security in fully registered form without coupons representing up to
$150,000,000 principal amount, or the equivalent thereof in any Specified
Currency, other than U.S. dollars, at the Market Exchange Rate used to determine
the denomination of such Book-Entry Note as described below (rounded down to an
integral multiple of 10,000 units of such Specified Currency), of all of such
Notes that have the same original issuance date, interest rate, redemption or
repayment provisions and Specified Maturity. Similarly, on any settlement date
for one or more Floating Rate Book- Entry Notes, the Company will issue a single
Global Security representing up to $150,000,000 principal amount, or the
equivalent thereof in any Specified Currency, other than U.S. dollars, at the
Market Exchange Rate used to determine the denomination of such Book-Entry Note
as described below (rounded down to an integral multiple of 10,000 units of such
Specified Currency), of all of such Notes that have the same interest rate
formula, original issuance date, Initial Interest Rate, Interest Payment Dates,
Index Maturity, Spread, Spread Multiplier, minimum interest rate (if any),
maximum interest rate (if any), redemption or repayment provisions and Specified
Maturity. Each Global Security will be dated and issued as of the date of its
authentication by the Trustee, as Trustee. Each Global Security will have an
interest accrual date (the "Interest Accrual Date"), which will be (i) with
respect to any original Global Security (or any portion thereof), its original
issuance date and (ii) with respect to any Global Security (or portion thereof)
issued subsequently upon exchange of a Global Security or in lieu of a
destroyed, lost or stolen Global Security, the most recent Interest Payment Date
to which interest has been paid or duly provided for on the predecessor Global
Security or Securities (or if no such payment or provision has been made, the
original issuance date of the predecessor Global Security), regardless of the
date of authentication of such subsequently issued Global Security. No Global
Security will represent (i) both Fixed Rate and Floating Rate Book-Entry Notes
or (ii) any Certificated Note.
IDENTIFICATION NUMBERS
The Company will arrange, on or prior to commencement of a program for the
offering of Book-Entry Notes, with the CUSIP Service Bureau of Standard & Poor's
Corporation (the "CUSIP Service Bureau") for the reservation of a series of
CUSIP numbers (including tranche numbers), consisting of approximately 900 CUSIP
numbers and relating to Global Securities representing the Book-Entry Notes. The
Trustee will obtain a written list of such series of reserved CUSIP numbers and
will deliver to the Company and DTC such written list of 900 CUSIP numbers of
such series. The Company will assign CUSIP numbers to Global Securities as
described below under Settlement Procedure "B". DTC will notify the CUSIP
Service Bureau periodically of the CUSIP numbers that the Company has assigned
to Global Securities. When fewer than 100 of the reserved CUSIP numbers remain
unassigned to Global Securities, and if it deems necessary, the Company will
reserve additional CUSIP numbers for assignment to Global Securities
representing Book-Entry Notes. Upon obtaining such additional CUSIP numbers the
Company shall deliver such additional CUSIP numbers to the Trustee and DTC.
REGISTRATION
Each Global Security will be registered in the name of Cede & Co., as
nominee for DTC, on the Securities Register maintained under the Indenture
governing such Global Security. The beneficial owner of a Book-Entry Note (or
one or more indirect participants in DTC designated by such owner) will
designate one or more participants in DTC with respect to such Book-Entry Note
(the "Participants") to act as agent or agents for such owner in connection with
the book-entry system maintained by DTC, and DTC will record in book-entry form,
in accordance with instructions provided by such Participants, a credit balance
with respect to such Book-Entry Note in the account of such Participants. The
ownership interest of such beneficial owner in such Book-Entry Note will be
recorded through the records of such Participants or through the separate
records of such Participants and one or more indirect participants in DTC.
VOTING
In the event of any solicitation of consents from or voting by holders of
the Book-Entry Notes, the Company or the Trustee shall establish a record date
for such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date.
TRANSFERS
Transfers of a Book-Entry Note will be accomplished by book entries made
by DTC
and, in turn, by Participants (and in certain cases, one or more indirect
participants in DTC) acting on behalf of beneficial transferors and transferees
of such Book-Entry Note.
CONSOLIDATION AND EXCHANGE
The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a
written notice of consolidation specifying (i) the CUSIP numbers of two or more
Outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes
having the same original issuance date, interest rate, redemption and repayment
provisions and Specified Maturity and with respect to which interest has been
paid to the same date or (B) Floating Rate Book-Entry Notes having the same
interest rate formula, original issuance date, Initial Interest Rate, Interest
Payment Dates, Index Maturity, Spread or Spread Multiplier, minimum interest
rate (if any), maximum interest rate (if any), redemption and repayment
provisions and with respect to which interest has been paid to the same date,
(ii) a date, occurring at least thirty days after such written notice is
delivered and at least thirty days before the next Interest Payment Date for
such Book-Entry Notes, on which such Global Securities shall be exchanged for a
single replacement Global Security and (iii) a new CUSIP number, obtained from
the Company, to be assigned to such replacement Global Security. Upon receipt of
such a notice, DTC will send to its Participants (including the Trustee) a
written reorganization notice to the effect that such exchange will occur on
such date. Prior to the specified exchange date, the Trustee will deliver to the
CUSIP Service Bureau a written notice setting forth such exchange data and the
new CUSIP number and stating that, as of such exchange date, the CUSIP numbers
of the Global Securities to be exchanged will no longer be valid. On the
specified exchange date, the Trustee will exchange such Global Securities for a
single Global Security bearing the new CUSIP number and a new Interest Accrual
Date, and the CUSIP numbers of the exchanged Global Securities will, in
accordance with CUSIP Service Bureau procedures, be cancelled and not
immediately reassigned. Notwithstanding the foregoing, if the Global Securities
to be exchanged exceed $150,000,000 (or the equivalent thereof in any Specified
Currency other than U.S. dollars at the Market Exchange Rate used to determine
the denomination of such Book-Entry Note as described below (rounded down to an
integral multiple of 10,000 units of such Specified Currency)) in aggregate
principal amount, one Global Security will be authenticated and issued to
represent each $150,000,000 (or the equivalent thereof in any Specified Currency
other than U.S. dollars at the Market Exchange Rate used to determine the
denomination of such Book-Entry Note as described below (rounded down to an
integral multiple of 10,000 units of such Specified Currency)) of principal
amount of the exchanged Global Securities and an additional Global Security will
be authenticated and issued to represent any remaining principal amount of such
Global Securities (see "Denominations" below).
NOTICE OF REDEMPTION AND REPAYMENT DATES
The Trustee will give notice to DTC prior to each redemption date or
repayment date (as specified in the Book-Entry Note), if any, at the time and in
the manner set forth in the
letter of redemption.
DENOMINATIONS
Book-Entry Notes denominated in U.S. dollars will be issued in principal
amounts of $1,000 or any amount in excess thereof that is an integral multiple
of $1,000. The authorized denominations of any Book-Entry Notes denominated in
other than U.S. dollars will be the amount of the Specified Currency for such
Book-Entry Note equivalent, at the Market Exchange Rate on the first Business
Day in the City of New York and the country issuing such currency (or, in the
case of ECUs, Brussels) next preceding the date on which the Company accepts the
offer to purchase such Book-Entry Note, to U.S. $25,000 (rounded down to an
integral multiple of 10,000 units of such Specified Currency) and any greater
amount that is an integral multiple of 10,000 units of such Specified Currency.
Global Securities representing one or more Book-Entry Notes will be denominated
in principal amounts not in excess of $150,000,000, or the equivalent thereof in
any Specified Currency other than U.S. dollars at the Market Exchange Rate used
to determine the denomination of such Book-Entry Note (rounded down to an
integral multiple of 10,000 units of such Specified Currency). If one or more
Book-Entry Notes having an aggregate principal amount in excess of $150,000,000
(or the equivalent thereof in any Specified Currency other than U.S. dollars at
the Market Exchange Rate used to determine the denomination of such Book-Entry
Note rounded down to an integral multiple of 10,000 units of such Specified
Currency) would, but for the preceding sentence, be represented by a single
Global Security, then one Global Security will be issued to represent each
$150,000,000 principal amount, or the equivalent thereof in any Specified
Currency other than U.S. dollars at the Market Exchange Rate used to determine
the denomination of such Book-Entry Note (rounded down to an integral multiple
of 10,000 units of such Specified Currency), of such Book-Entry Note or Notes
and an additional Global Security will be authenticated and issued to represent
any remaining principal amount of such Book-Entry Note or Notes. In such a case,
each of the Global Securities representing such Book-Entry Note or Notes shall
be assigned the same CUSIP number.
INTEREST
GENERAL. Interest on each Book-Entry Note will accrue from the date of
issue of the Global Security representing such Note. Each payment of interest on
a Book-Entry Note will include interest accrued through the day preceding, as
the case may be, the Interest Payment Date or the date of Maturity, redemption
or repayment; provided, however, that if the Interest Reset Dates with respect
to any such Note are daily or weekly, interest payable on any Interest Payment
Date, other than interest payable on any date on which principal for such Note
is payable, will include interest accrued from but excluding the second
preceding Regular Record Date to and including the next preceding Regular Record
Date. Interest payable at the Maturity or upon earlier redemption or repayment
of a Book-Entry Note will be payable to the Person to whom the principal of such
Note is payable. Standard & Poor's Corporation will use the information received
in the pending deposit message described under Settlement
Procedure "C" below in order to include the amount of any interest payable and
certain other information regarding the related Global Security in the
appropriate weekly bond report published by Standard & Poor's Corporation.
FLOATING RATE NOTE NOTICES. On the first Business Day of January, April,
July and October of each year, the Trustee will deliver to the Company and DTC a
written list of Regular Record Dates and Interest Payment Dates that will occur
with respect to Floating Rate Book-Entry Notes during the six-month period
beginning on such first Business Day. Promptly after each Interest Determination
Date (as defined in the Prospectus) for Floating Rate Notes, the Company will
notify the Trustee, and the Trustee in turn will notify Standard & Poor's
Corporation, of the interest rates determined on such Interest Determination
Date.
PAYMENTS OF PRINCIPAL AND INTEREST
PAYMENTS OF INTEREST ONLY. Promptly after each Regular Record Date, the
Trustee will deliver to the Company and DTC a written notice specifying by CUSIP
number the amount of interest to be paid on each Global Security on the
following Interest Payment Date (other than an Interest Payment Date coinciding
with Maturity or an earlier redemption or repayment date) and the total of such
amounts. DTC will confirm the amount payable on each Global Security on such
Interest Payment Date by reference to the daily bond reports published by
Standard & Poor's Corporation. The Company will pay to the Trustee, as paying
agent, the total amount of interest due on such Interest Payment Date (other
than at Maturity), and the Trustee will pay such amount to DTC at the times and
in the manner set forth below under "Manner of Payment." Promptly after each
Interest Determination Date for Floating Rate Book-Entry Notes, the Calculation
Agent will notify the Trustee and Standard & Poor's Corporation of the interest
rates determined on such Interest Determination Date.
PAYMENTS AT MATURITY OR UPON REDEMPTION OR REPAYMENT. On or about the
first Business Day of each month, the Trustee will deliver to the Company and
DTC a written list of principal and interest to be paid on each Global Security
maturing either at maturity or any redemption or repayment date in the following
month. The Company, the Trustee and DTC will confirm the amounts of such
principal and interest payments with respect to each such Global Security on or
about the fifth Business Day preceding the Maturity or redemption or repayment
date of such Global Security. The Company will pay to the Trustee, as the paying
agent, the principal amount of such Global Security, together with interest due
at such Maturity or redemption or repayment date, as the case may be. The
Trustee will pay such amount to DTC at the times and in the manner set forth
below under "Manner of Payment".
Promptly after payment to DTC of the principal and interest due at the
Maturity of such Global Security, the Trustee will cancel such Global Security
and deliver it to the Company with an appropriate debit advice. On the first
Business Day of each month, the Trustee will prepare a written statement
indicating the total principal amount of Outstanding Global Securities for which
it serves as paying agent as of the immediately preceding Business
Day.
MANNER OF PAYMENT. The total amount of any principal and interest due on
Global Securities on any Interest Payment Date or at Maturity or upon redemption
or repayment shall be paid by the Company to the Trustee in funds available for
use by the Trustee as of 9:30 A.M. (New York City time) on such date. The
Company will make such payment on such Global Securities by instructing the
Trustee to withdraw funds from an account maintained by the Company at the
Trustee. For maturity, redemption or any other principal payments: prior to 10
A.M. (New York City time) on such date or as soon as possible thereafter, the
Trustee will make such payments to DTC in same day funds in accordance with
DTC's Same Day Funds Settlement Paying Agent Operating Procedures. For interest
payments: the Trustee will make such payments to DTC in accordance with existing
arrangements between DTC and the Trustee. DTC will allocate such payments to its
Participants in accordance with its existing operating procedures. Neither the
Company, the Trustee (as Trustee or as Paying Agent nor any other Paying Agent)
shall have any direct responsibility or liability for the payment by DTC to such
Participants of the principal of and interest on the Book-Entry Notes.
WITHHOLDING TAXES. The amount of any taxes required under applicable law
to be withheld from any interest payment on a Book-Entry Note will be determined
and withheld by the Participant, indirect participant in DTC or other Person
responsible for forwarding payments and materials directly to the beneficial
owner of such Note.
SETTLEMENT PROCEDURES
In the event of a purchase of Book-Entry Notes by an Agent, as principal,
Settlement details will be as set forth below to the extent applicable unless
such details are set forth in the applicable Purchase Agreement to be entered
into between such Agent and the Company pursuant to the Distribution Agreement.
In the event of a sale of a Book-Entry Note that is a Multi-Currency Note
or an Indexed Note, whether the sale is through an Agent or to an Agent, as
principal, additional or different Settlement details may be set forth in an
amendment to the administrative procedures to be entered into between such Agent
and the Company.
Other than as contemplated above, settlement procedures with regard to
each Book- Entry Note sold by the Company through an Agent, as agent, shall be
as follows:
A. The Presenting Agent will advise the Company by telephone, telex or
facsimile, of the following settlement information:
1. Principal amount of the Book-Entry Note (and, if multiple Notes are
to be issued, denominations thereof).
2. Settlement date.
3. Specified Maturity and, if the Company has the option to extend the
Specified Maturity, the Extension Periods and the Final Maturity
Date.
4. Issue Price and any OID information.
5. Trade date.
6. If such Book-Entry Note is a Fixed Rate Note, whether such Note is
an Amortizing Note.
7. The DTC Participant account number of such Agent.
8. Interest rate (including, if appropriate, such interest rate
information applicable to any Extension Period):
(a) Fixed Rate Notes:
(i) interest rate
(ii) interest payment dates, if other than as specified above
(iii) date or dates, if any, on which the interest rate may be
reset and the basis or formula, if any, for such
resetting
(iv) overdue rate, if any
(b) Floating Rate Notes:
(i) interest rate basis
(ii) initial interest rate
(iii) spread or spread multiplier, if any
(iv) date or dates, if any, on which the spread or spread
multiplier may be reset and the basis or formula, if
any, for such resetting
(v) interest rate reset periods
(vi) interest payment dates
(vii) index maturity
(viii) maximum and minimum interest rates, if any
(ix) record dates
(x) interest determination dates
(xi) overdue rate, if any
9. The date on or after which the Book-Entry Notes are redeemable at
the option of the Company or are to be repaid at the option of the
Holder, and additional redemption or repurchase provisions, if any.
10. Wire transfer information.
11. Presenting Agent's commission (to be paid in the form of a discount
from the proceeds remitted to the Company upon Settlement).
12. That the Note will be a Book-Entry Note.
B. The Company will assign a CUSIP number to the Global Security representing
such Note and then advise the Trustee by telephone (confirmed in writing
at any time on the same date) or electronic transmission of the
information set forth in Settlement Procedure "A" above, such CUSIP number
and the name of such Agent.
C. The Trustee will enter a pending deposit message through DTC's Participant
Terminal System, providing the following settlement information to DTC,
the Presenting Agent, Standard & Poor's Corporation and, upon request, the
Trustee under the Indenture pursuant to which such Note is to be issued:
1. The information set forth in Settlement Procedure "A".
2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate
Book-Entry Note.
3. Initial Interest Payment Date for such Note, number of days by which
such date succeeds the related "DTC Record Date" (which term means
the Regular Record Date except in the case of floating rate notes
which reset daily or weekly in which case it means the date 5
calendar days immediately preceding the Interest Payment Date) and
amount of interest payable on such Interest Payment Date.
4. Frequency of interest payments (monthly, semiannually, quarterly,
etc.).
5. CUSIP number of the Global Security representing such Book-Entry
Note.
6. Whether such Global Security will represent any other Book-Entry
Note (to the extent known at such time).
7. The number of Participant accounts to be maintained by DTC on behalf
of the Agents or the Trustee.
D. The Trustee, as Trustee will complete and authenticate the note
certificate evidencing the Global Security representing such Book-Entry
Note.
E. DTC will credit such Book-Entry Note to the Trustee's participant account
at DTC.
F. The Trustee will enter an SDFS deliver order through DTC's Participant
Terminal System instructing DTC to (i) debit such Book-Entry Note to the
Trustee's participant account and credit such Note to the Presenting
Agent's participant account and (ii) debit the Presenting Agent's
settlement account and credit the Trustee's settlement account for an
amount equal to the price of such Book-Entry Note less the Presenting
Agent's commission.
G. The Presenting Agent will enter an SDFS deliver order through DTC's
Participant Terminal System instructing DTC (i) to debit such Book-Entry
Note to the Presenting Agent's participant account and credit such Note to
the participant accounts of the Participants with respect to such
Book-Entry Note and (ii) to debit the settlement accounts of such
Participants and credit the settlement account of the Presenting Agent for
an amount equal to the price of such Note.
H. Transfers of funds in accordance with SDFS deliver orders described in
Settlement Procedures "F" and "G" will be settled in accordance with SDFS
operating procedures in effect on the settlement date.
I. The Trustee will credit to an account of the Company maintained at the
Trustee funds available for immediate use in the amount transferred to the
Trustee in accordance with Settlement Procedure "F."
J. The Presenting Agent will deliver to the purchaser a copy of the most
recent Prospectus applicable to the Book-Entry Note with or prior to any
written offer of Book-Entry Notes and the confirmation and payment by the
purchaser of the Book-Entry Note.
The Presenting Agent will confirm the purchase of such Book-Entry Note to
the purchaser either by transmitting to the Participants with respect to
such Book-Entry Note a confirmation order or orders through DTC's
institutional delivery system or by mailing a written confirmation to such
purchaser.
SETTLEMENT PROCEDURES TIMETABLE
For offers to purchase the Book-Entry Notes solicited by an Agent, as
agent, and accepted by the Company for settlement, Settlement Procedures "A"
through "J" set forth above shall be completed as soon as possible but not later
than the respective times (New York City time) set forth below:
============================================================
SETTLEMENT
PROCEDURE TIME
------------------------------------------------------------
A-B 11:00 A.M. on the Sale date
------------------------------------------------------------
C 2:00 P.M. on the Sale date
------------------------------------------------------------
D 3:00 P.M. on the date before Settlement date
------------------------------------------------------------
E 10:00 A.M. on Settlement date
------------------------------------------------------------
F-G 2:00 P.M. on Settlement date
------------------------------------------------------------
H 4:45 P.M. on Settlement date
------------------------------------------------------------
I-J 5:00 P.M. on Settlement date
============================================================
If a sale is to be settled more than one Business Day after the sale date,
Settlement Procedures "▇," "▇" and "C" shall be completed as soon as practicable
but no later than 11:00 A.M., 11:00 A.M. and 2:00 P.M., as the case may be, on
the first Business Day after the sale date. If the initial interest rate for a
Floating Rate Book-Entry Note has not been determined at the time that
Settlement Procedure "A" is completed, Settlement Procedures "B" and "C" shall
be completed as soon as such rate has been determined but no later than 11:00
A.M. and 12:00 Noon, respectively, on the second Business Day before the
settlement date. Settlement Procedure "I" is subject to extension in accordance
with any extension of Fedwire closing deadlines and in the other events
specified in the SDFS operating procedures in effect on the settlement date.
If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee
will deliver to DTC, through DTC's Participant Terminal System, a cancellation
message to such effect by no later than 2:00 P.M. on the Business Day
immediately preceding the scheduled settlement date.
FAILURE TO SETTLE
If the Trustee fails to enter an SDFS deliver order with respect to a
Book-Entry Note pursuant to Settlement Procedure "F," the Trustee may deliver to
DTC, through DTC's Participant Terminal System, as soon as practicable a
withdrawal message instructing DTC to debit such Book-Entry Note to the
Trustee's participant account. DTC will process the withdrawal message, provided
that the Trustee's participant account contains a principal amount of the Global
Security representing such Book-Entry Note that is at least equal to the
principal amount to be debited. If a withdrawal message is processed with
respect to all the Book-Entry Notes represented by a Global Security, the
Trustee will ▇▇▇▇ such Global Security "canceled," make appropriate entries in
the Trustee's records and send such canceled Global Security to the Company. The
CUSIP number assigned to such Global Security shall, in accordance with CUSIP
Service Bureau procedures, be canceled and not immediately reassigned. If a
withdrawal message is processed with respect to one or more, but not all, of the
Book-Entry Notes represented by a Global Security, the Trustee will exchange
such Global Security for two Global Securities, one of which shall represent
such Book-Entry Note or Notes and shall be canceled immediately after issuance
and the other of which shall represent the other Book-Entry Notes previously
represented by the surrendered Global Security and
shall bear the CUSIP number of the surrendered Global Security.
If the purchase price for any Book-Entry Note is not timely paid to the
Participants with respect to such Book-Entry Note by the beneficial purchaser
thereof (or a Person, including an indirect participant in DTC, acting on behalf
of such purchaser), such Participants and, in turn, the Agent for such
Book-Entry Note may enter SDFS deliver orders through DTC's Participant Terminal
System reversing the orders entered pursuant to Settlement Procedures "F" and
"G," respectively. Thereafter, the Trustee will deliver the withdrawal message
and take the related actions described in the preceding paragraph.
Notwithstanding the foregoing, upon any failure to settle with respect to
a Book-Entry Note, DTC may take any actions in accordance with its SDFS
operating procedures then in effect. In the event of a failure to settle with
respect to one or more, but not all, of the Book- Entry Notes to have been
represented by a Global Security, the Trustee will provide, in accordance with
Settlement Procedure "D," for the authentication and issuance of a Global
Security representing the other Book-Entry Notes to have been represented by
such Global Security and will make appropriate entries in its records.
EXHIBIT C
PURCHASE AGREEMENT
Central Maine Power Company ____________, _____
▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Treasurer
The undersigned agrees to purchase the following principal amount of the
Notes described in the Distribution Agreement dated _______ __, _______ (as it
may be supplemented or amended from time to time, the "Distribution Agreement"):
Principal Amount: $
-----------------------
Interest Rate: %
--------
Discount: % of Principal Amount
--------
Aggregate Price to be
paid to Company
(in immediately
available funds): $
-----------------------
Settlement Date:
-----------------------
and upon such other terms as are specified in the attached Schedule.
Our obligation to purchase Notes hereunder is subject to the continued
accuracy of your representations and warranties contained in the Distribution
Agreement and to your performance and observance of all applicable covenants and
agreements contained therein, including, without limitation, your obligations
pursuant to Section 7 thereof. Our obligation hereunder is subject to the
further condition that we shall receive (a) the opinions required to be
delivered pursuant to Sections 5(d), (e), (f) and (j) of the Distribution
Agreement, (b) the certificate required to be delivered pursuant to Section 5(g)
of the Distribution Agreement, and (c) the letter referred to in Section 5(h) of
the Distribution Agreement, in each case dated as of the above Settlement Date.
In further consideration of our agreement hereunder, you agree that
between the date hereof and the above Settlement Date, you will not offer or
sell, or enter into any agreement to sell, any debt securities of the Company,
other than borrowings under your revolving credit agreements and lines of credit
and issuances of your commercial paper.
We may terminate this Agreement, immediately upon notice to you, at any
time prior
to the Settlement Date, if prior thereto (a) any of the conditions set forth in
Section 5(a), (b), or (i) of the Distribution Agreement are not satisfied or (b)
you are unable to provide the certificate required pursuant to Section 5(g) of
the Distribution Agreement. In the event of such termination, no party shall
have any liability to the other party hereto, except as provided in Sections 4,
7 and 13 of the Distribution Agreement.
This Agreement shall be governed by and construed in accordance with
the laws of New York.
▇▇▇▇▇▇ BROTHERS INC.
By:
-------------------------------------
(Title)
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ INC.
By:
-------------------------------------
(Title)
UBS WARBURG LLC
By:
-------------------------------------
(Title)
By:
-------------------------------------
(Title)
Accepted: , ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ POWER COMPANY
By:
-------------------------------------
(Title)
Schedule to Exhibit C
Additional Terms of the Purchased Notes
Title of Purchased Securities:
[ %] Medium-Term Notes, Series E
[Price to Public:]
Purchase Price by [▇▇▇▇▇▇ Brothers Inc.] [▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc.] [UBS
Warburg LLC]:
% of the principal amount of the Purchased Securities [, plus accrued interest
from to ] [and accrued amortization if any, from
to ]
Method of and Specified Funds for Payment of Purchase Price:
[By certified or official bank check or checks,
payable to the order of the Company, in [ Clearing House] [immediately
available] funds]
[By wire transfer to a bank account specified by
the Company in [next-day] [immediately available] funds]
[Supplemental Indenture:]
Closing Location:
Maturity:
Interest Payment Dates:
Documents to be Delivered:
The following documents referred to in the
Distribution Agreement shall be delivered as a condition to the Closing:
[(1) The opinion or opinions of counsel to
the Agents referred to in
Section 5(j).]
[(2) The opinions of counsel to the Company
referred to in Section 5(d), (e) and (f) and
Section 6(c).]
[(3) The accountants' letter referred to in
Section 5(h) and Section 6(d).]
((4) The officers' certificate referred to in
Section 5(g) and Section 6(a).]
Other Provisions (including Syndicate Provisions, if applicable):