Exhibit 4.1.9
PRICING COMMITTEE MEETING
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BOSTON, MAY 10, 1995
A meeting of the Pricing Committee of the Board of Directors of Boston
Edison Company was held at the Executive Offices of the Company, 800 Boylston
Street, Boston, Massachusetts, on Wednesday, May 10, 1995, at twelve o'clock
noon, local time, the Chairman presiding.
Present: Mr. May - and present and participating by telephone
communications equipment, by means of which all persons participating in the
meeting could hear each other at the same time, Mr. N. Gifford and Drs. Horner
and Penney - and, by invitation, Mr. Alpert and Ms. O'Neil.
Absent: Mr. Davis.
Messrs. May and Alpert presented management's proposal to issue $125
million of debentures. The directors discussed the matters presented.
On motion duly made and seconded, it was
VOTED: That, pursuant to votes of the Board of Directors adopted
January 28, 1993, the Company issue and sell $125,000,000 aggregate principal
amount of unsecured debentures to be issued under and in accordance with the
provisions of Article Three of the Indenture dated September 1, 1988 between
the Company and Bank of Montreal Trust Company, as Trustee (the "Trustee") as
amended and supplemented as of the date hereof (the "Indenture").
VOTED: That said series of debentures be established as a separate
series of securities in accordance with and pursuant to the Indenture, to
be entitled as follows: the 7.80% Debentures due May 15, 2010 (the
"Debentures").
VOTED: That the Debentures be issued with the following terms:
Maturity Date: May 15, 2010
Interest Rate: 7.80%
Interest Payment Date: May 15 and November 15 of each year
commencing November 15, 1995.
Price to the Public: $124,835,000; 99.868%
Proceeds to the Company: $123,897,500; 99.118%
Redemption Provisions: No call.
VOTED: That the form of the Debentures presented to the Pricing
Committee and attached to these votes as Exhibit A is hereby established,
adopted and approved with such changes, insertions and omissions as are
required or permitted by the Indenture and these votes and that such form
shall be filed with the minutes of this meeting; and that the chairman,
president, any senior vice president, the treasurer or any assistant treasurer
of the Company be, and each of them acting singly is, hereby authorized to
complete the form of Debenture as provided for in these votes, the completion
of such Debentures to be conclusive evidence that the same has been approved
by the Company.
VOTED: That the form of Purchase Agreement presented to the Pricing
Committee relating to the Debentures is hereby approved and that the chairman,
president, any senior vice president, the treasurer and any assistant
treasurer be, and each acting singly is, hereby authorized, in the name and on
behalf of the Company, to execute with and deliver to Goldman, Sachs & Co.,
Merrill Lynch & Co. and Salomon Brothers Inc a Purchase Agreement relating to
the Debentures with such changes, insertions and omissions as the officer or
officers executing the same may approve, such execution and delivery to be
conclusive evidence of the authorization and approval thereof by the Company.
VOTED: That Bank of Montreal Trust Company is hereby designated as the
transfer agent, registrar and paying agent for the Debentures and that the
Trustee and such transfer agent, registrar and paying agent shall be entitled
to the estate, powers, rights, authorities, benefits, privileges and
immunities set forth in the Indenture; and that such resolutions, if any, as
are customarily requested by the Trustee and each such transfer agent,
registrar and paying agent with respect to its authority are hereby adopted
and shall be filed with the minutes of this meeting.
VOTED: That the chairman, president, any senior vice president, the
treasurer or any assistant treasurer be, and each of them is, hereby
authorized to file with the Trustees a certificate setting forth the form and
terms of the Debentures as established by and pursuant to these votes and the
written order for the certification and delivery to the purchasers at the time
and in the manner specified in the Purchase Agreement for the Debentures; and
that the officers of the Company be, and each of them acting singly is, hereby
authorized to take such further action and execute such certificates,
instruments and other documents as in the judgment of such officers or officer
will comply with the provisions of the Indenture and the Purchase Agreement
and to issue and deliver the Debentures in accordance therewith.
VOTED: That the treasurer or any assistant treasurer be, and each of
them acting singly is, hereby authorized and directed to apply the proceeds
from the issue and sale of the Debentures to repay obligations incurred under
bank lines of credit and commercial paper for capital expenditures for
extensions, additions and improvements to the Company's plant and property
and for working capital purposes.
VOTED: That the officers of the Company are, and each acting singly is,
hereby authorized to execute and deliver such other documents and take such
further actions in the name of the Company as the officers or officer so
acting shall deem advisable to implement the foregoing votes, such execution
and delivery or the taking of any such action to be conclusive evidence of its
authorization by the Company.
No further business being presented, on motion duly made and seconded,
the meeting dissolved at fifteen minutes past twelve o'clock p.m., local time.
A true record.
Attest:
By: /s/ Theadora S. Convisser
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Clerk