SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1 TO
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 29, 1994
------------------
THE UNITED ILLUMINATING COMPANY
-------------------------------
(Exact name of registrant as specified in its charter)
Connecticut 1-6788 06-0571640
- ----------------------------- ----------- -------------
(State, or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
157 Church Street, New Haven, Connecticut 06506
- ----------------------------------------- ---------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number,
Including Area Code (203) 499-2000
- ----------------------------- --------------
None
- --------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 5. Other Events
- --------------------
On September 29, 1994, the Registrant's wholly-owned subsidiary,
Bridgeport Electric Company, a single-purpose corporation owning and
leasing to the Registrant a generating unit at the Registrant's
Bridgeport Harbor Station, was merged with and into the Registrant.
The Registrant was the corporation surviving the merger, and it has
assumed all of Bridgeport Electric Company's debts and obligations,
including, without limitation, Bridgeport Electric Company's
obligations to the holders of its outstanding 9.44% First Mortgage
Bonds, Series B, in the principal amount of $54 million, and its
outstanding 10.32% First Mortgage Bonds, Series C, in the principal
amount of $55.333 million. The holders of the Series B and Series C
First Mortgage Bonds have retained their first mortgage lien on the
generating unit securing their bonds.
Item 7. Financial Statements and Exhibits
- -----------------------------------------
(c) Exhibits
Exhibit
Table
Item Exhibit
Number Number Description
- ------- ------- -----------
(4) (1) Copy of Fourth Supplemental Mortgage
Indenture, dated as of September 29,
1994, between Bridgeport Electric
Company and The Bank of New York,
Successor Trustee, amending and
supplementing First Mortgage Indenture
and Deed of Trust, dated as of December
1, 1984, between Bridgeport Electric
Company and The First National Bank of
Boston, Trustee.*/
(4) (2) Copy of Fifth Supplemental Mortgage
Indenture, dated as of September 29,
1994, between The United Illuminating
Company and The Bank of New York,
Successor Trustee, amending and
supplementing First Mortgage Indenture
and Deed of Trust, dated as of December
1, 1984, between Bridgeport Electric
- 2 -
Company and The First National Bank of
Boston, Trustee.*/
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE UNITED ILLUMINATING COMPANY
Registrant
October 20, 1994 By /s/ Kurt Mohlman
- -------------------------- ---------------------------------
Kurt Mohlman
Treasurer and Secretary
5662\104\FORM0001.WCB
- ---------------------------
* Filed as Exhibit 4.12 to the Registrant's Annual Report (Form 10-K) for
the fiscal year ended December 31, 1990.
- 3 -
BRIDGEPORT ELECTRIC COMPANY
TO
THE BANK OF NEW YORK,
SUCCESSOR TRUSTEE
--------------------------------------
FOURTH SUPPLEMENTAL MORTGAGE INDENTURE
Dated as of September 29, 1994
TO
FIRST MORTGAGE INDENTURE AND DEED OF TRUST
Dated as of December 1, 1984
This FOURTH SUPPLEMENTAL MORTGAGE INDENTURE, dated as of
September 29, 1994, made and entered into by and between
BRIDGEPORT ELECTRIC COMPANY, a Delaware Corporation, with its
principal office in New Haven, Connecticut (hereinafter with its
successors and assigns called the Company) and THE BANK OF NEW
YORK, a New York banking corporation, having its principal
corporate trust office in New York, New York (hereinafter with
its successors called the Trustee),
W I T N E S S E T H T H A T:
WHEREAS, the Company heretofore duly executed and delivered
to The First National Bank of Boston, as trustee, a certain First
Mortgage Indenture and Deed of Trust, dated as of December 1,
1984, a First Supplemental Mortgage Indenture, dated as of
February 15, 1987, a Second Supplemental Mortgage Indenture,
dated as of January 14, 1988, and a Third Supplemental Mortgage
Indenture, dated as of March 31, 1988 (said First Mortgage
Indenture and Deed of Trust being hereinafter referred to as the
Mortgage Indenture, and together with all indentures expressly
stated to be supplemental thereto, including said First, Second
and Third Supplemental Mortgage Indentures and this Fourth
Supplemental Mortgage Indenture, being hereinafter generally
referred to as the Indenture, as provided in Section 1.20 of the
Mortgage Indenture) for the purpose of borrowing money for its
corporate purposes and issuing its bonds therefor from time to
time in one or more series and to secure the same, which Mortgage
Indenture and First, Second and Third Supplemental Mortgage
Indentures are recorded, respectively, in the office of the
Secretary of the State of Connecticut in Vol. 60, Page K, Vol.
61, Page 186, Vol. 61, Page 32 and Vol. 61, Page 590, Railroad
Mortgages, and in the Land Records of the Towns of Bridgeport and
New Haven, Connecticut, and are also on file in the offices of
the Trustee and the Company and to which indentures reference is
hereby expressly made; and
WHEREAS, the Company has heretofore issued under the
Indenture $200,000,000 principal amount of the Company's 18%
First Mortgage Bonds Series A, due November 30, 1994, $54,000,000
principal amount of the Company's 9.44% First Mortgage Bonds,
Series B, due February 15, 1999 and $180,000,000 principal amount
of 10.32% First Mortgage Bonds, Series C, due January 15, 1995,
of which only the $54,000,000 principal amount of Series B Bonds
and $60,000,000 principal amount of Series C Bonds are now
outstanding; and
WHEREAS, the Trustee is successor trustee to said The First
National Bank of Boston under the Indenture; and
WHEREAS, the Company proposes to merge with and into The
United Illuminating Company (hereinafter called "United"), with
the consent of the holders of not less than 66 2/3/% in principal
amount of the Series B Bonds and Series C Bonds now outstanding;
and
- 2 -
WHEREAS, immediately prior to the effectiveness of such
merger, the Company proposes, with the consent of the holders of
not less than 66 2/3 % of the principal amount of Series B Bonds
and Series C Bonds outstanding, to limit the lien of the
Indenture to the property now owned by the Company, and all
repairs, renewals, replacements and improvements of and to such
property; and
WHEREAS, in connection with the aforesaid limitation upon
the lien of the Indenture, the Company has agreed that no further
bonds will be issued under the Indenture for any purpose other
than transfers, exchanges and substitutions of such bonds, as
provided in the Indenture; and
WHEREAS, the execution and delivery of this Fourth
Supplemental Mortgage Indenture is authorized by Sections 14.01
and 14.02 of the Mortgage Indenture and has been duly authorized
by the Board of Directors of the Company and by the Trustee; and
WHEREAS, all acts and things necessary to constitute this
Fourth Supplemental Mortgage Indenture a valid, legal and binding
instrument enforceable in accordance with its terms have been in
all respects duly authorized and done;
NOW, THEREFORE, it is hereby covenanted, declared and
agreed, upon the trusts and for the purposes aforesaid, as set
forth in the following covenants, agreements, conditions and
provisions, viz.:
ARTICLE 1
AMENDMENT OF THE INDENTURE
1.01. AMENDMENT OF GRANTING CLAUSE. The granting clause of
the Mortgage Indenture is hereby amended to read in its entirety
as follows:
NOW, THEREFORE, THIS INDENTURE WITNESSETH that, in
consideration of the premises, and of the sum of One Dollar
($1.00) to the Company duly paid by the Trustee and of other good
and valuable considerations, the receipt whereof is hereby
acknowledged, and for the purpose of securing the equal and pro
rata payment (except as herein otherwise provided) of the
principal of, and premium, if any, and interest on, all of the
Bonds at any time authenticated, issued and outstanding according
to their tenor, purport and effect and the provisions hereof, and
to secure the faithful performance and observance of all the
covenants, obligations, conditions and provisions therein and
herein contained (including any indenture supplemental hereto and
any modification or alteration hereof made as herein provided),
and to declare the terms and conditions upon which the Bonds are
and are to be secured, authenticated, issued, delivered,
transferred and exchanged, and upon which the trusts herein are
to be administered by the Trustee, and upon which the property
- 3 -
hereby mortgaged and pledged is to be held and disposed of, all
as hereinafter provided, the Company has executed and delivered
this Indenture and has given, granted, bargained, sold,
transferred, assigned, hypothecated, pledged, mortgaged,
warranted, released, aliened and conveyed, and by these presents
does give, grant, bargain, sell, transfer, assign, hypothecate,
pledge, mortgage, warrant, release, alien and convey, unto The
First National Bank of Boston, as Trustee, as herein provided,
and its successor or successors in the trust hereby created, and
to its or their assigns forever, all and singular the following
described property and rights and interests in property now owned
by the Company, including without limitation all property as to
which the Company now has Title (as that term is hereinafter
defined in section 1.36) and all property hereafter acquired of
the type hereinafter specified as being subject to the lien of
this Indenture (all of the foregoing, with all other property and
rights and interests in property intended to be hereby given,
granted, bargained, sold, transferred, assigned, hypothecated,
pledged, mortgaged, warranted, released, aliened and conveyed, or
at any time given, granted, bargained, sold, transferred,
assigned, hypothecated, pledged, mortgaged, warranted, released,
aliened or conveyed, and all proceeds of any of the foregoing at
any time given, granted, bargained, sold, transferred, assigned,
hypothecated, pledged, mortgaged, warranted, released, aliened or
conveyed to and from time to time held by the Trustee upon the
trusts hereof, being herein generally called, collectively, the
Trust Estate), namely:
All real estate and rights and interests in and to real
estate, all buildings, plants, substations, structures, lines,
facilities and other physical property used or useful in the
business of generating, producing, purchasing or selling
electricity, all machinery, equipment, tools, vessels and other
tangible personal property used or useful in connection
therewith, and all franchises, licenses, permits, easements and
rights of way used or useful in connection with said business,
and all other property wherever located and of whatever nature,
to the extent of all the Company's ownership interest therein,
regardless of the nature of such ownership interest, whether the
entire ownership interest in the property concerned or a jointly
held interest in common with others, divided or undivided, or
otherwise, whether real, personal or mixed, now owned by the
Company, including without limitation all property as to which
the Company now has Title; including, without limiting the
generality of the foregoing, all property specifically described
or referred to in Schedule A hereto, in all cases not
specifically reserved, excepted and excluded;
And also all repairs, renewals, replacements and
improvements of such plants, premises, property, franchises or
rights as to which the Company now has Title and all repairs,
renewals, replacements and improvements of any such repairs,
renewals, replacements and improvements, regardless of whether
such repairs, renewals, replacements and improvements are now
- 4 -
owned or are hereafter acquired by the Company, and all
properties and/or franchises hereafter acquired by the Company
which shall form an integral part of, or be essential to the use
or operation of, the plant, premises, property or franchises now
owned by the Company.
And together with all and singular the now-existing rights,
privileges, tenements, hereditaments and appurtenances belonging
or in any wise appertaining in and to the aforesaid property or
any part thereof, with all reversion and reversions, remainder
and remainders and, subject to the provisions of section 8.01
hereof, all tolls, rents, revenues, earnings, interest,
dividends, royalties, issues, income and profits thereof, and all
the estate, right, title, interest and claim whatsoever, at law
as well as in equity, which the Company now has in and to all and
every part of the foregoing, it being the intention to include
herein and to subject to the lien hereof all land, interests in
land, real estate, physical assets, other property and interests
in property, and franchises now owned by the Company or, to the
extent specified above, hereafter acquired by the Company,
including without limitation all property as to which the Company
now has Title or, to the extent specified above, hereafter
acquires Title, and wherever situated, as if the same were now
owned by the Company and were specifically described and conveyed
hereby, except as hereinafter specified;
Subject, however, as to the property specifically described
or referred to in Schedule A hereto, to Permitted Liens (except
those described in section 1.29(m)), and to the liens, charges,
encumbrances, reservations, exceptions, exclusions, restrictions,
conditions, limitations, covenants and interests, if any,
described or referred to in Schedule A;
And subject further, as to all hereafter-acquired property
heretofore specified as being subject to the lien of the
Indenture, to all defects and limitations of title and to all
other liens, charges, encumbrances, reservations, exceptions,
exclusions, restrictions, conditions, limitations, covenants and
interests existing at the time of such acquisition;
But specifically reserving, excepting and excluding from
this Indenture, and from the grant, conveyance, mortgage,
transfer, pledge and assignment herein contained, all right,
title and interest of the Company, now owned or hereafter
acquired, in and to:
(a) all cash on hand or in banks, bonds, stocks,
notes, obligations and other securities not deposited with
the Trustee under this Indenture, and not required so to be;
(b) all contracts, accounts receivable, notes and
bills receivable, judgments (other than for the recovery of
real property or establishing a lien, charge or right
therein) and other evidences of indebtedness not
- 5 -
specifically assigned to and pledged with the Trustee
hereunder, and not required so to be;
(c) electricity, water, heat, steam, appliances, stock
in trade, materials, fuel, furniture, office machinery and
equipment, supplies and other products generated,
manufactured, produced, purchased, or otherwise acquired for
the purpose of sale, resale, transmission, distribution,
storage, consumption or use in the usual course of business
or the operation of any of the properties of the Company;
(d) equipment and other tangible property purchased,
constructed or otherwise acquired by the Company during the
period, if any, prior to their delivery to or location in a
State in which the Company is qualified to do business;
(e) all leasehold interests, permits, licenses and
similar rights, now owned by the Company, which are intended
to be hereby conveyed, transferred or assigned and which may
not be legally so conveyed, transferred or assigned, or
which cannot be so conveyed, transferred or assigned without
the consent of other parties whose consent is not secured or
without subjecting the Trustee to a liability not otherwise
contemplated by the provisions hereof or which otherwise may
not be hereby lawfully and/or effectively conveyed,
transferred and assigned by the Company;
(f) the last day of the term of each leasehold estate
(oral or written, or any agreement therefor) now owned by
the Company;
(g) the Company's books and records, except surveys,
studies and reports of such character that expenditures
therefor are chargeable to fixed plant and property accounts
(including work-in-progress accounts or other long-term
asset accounts) in accordance with Generally Accepted
Accounting Principles; and
(h) all plant, premises, property, franchises or
rights which are not specified above as being subject to the
lien of this Indenture.
provided, however, that (i) if, upon the occurrence of any
default as hereinafter defined in section 11.01, the Trustee or
any receiver or trustee or any governmental subdivision, body or
agency appointed or acting pursuant to this Indenture or to
statutory provision or order of court shall have entered into
possession of the Trust Estate or a substantial part thereof
(other than contracts, securities and cash forming a part of the
Trust Estate), the property hereinabove reserved, excepted and
excluded from the lien hereof shall immediately become subject to
the lien hereof to the extent permitted by law; (ii) whenever all
defaults shall have been cured or waived and the possession of
the Trust Estate (other than contracts, securities and cash
- 6 -
forming a part thereof) shall have been restored to the Company,
any property of the character described in this paragraph so
restored to the Company shall again be reserved, excepted and
excluded from the lien of this Indenture to the extent
hereinabove set forth; and (iii) to the extent not prohibited by
any other provision of this Indenture, nothing contained in the
granting clauses hereof shall prevent the Company, prior to any
such entry, from selling, assigning, transferring, mortgaging,
pledging or otherwise disposing of property, other than that
described in (e) and (f) above, of the character reserved,
excepted and excluded from the lien hereof by this paragraph and
in any such case the title, possession or other rights of the
purchaser, assignee, mortgagee, pledgee or other transferee
thereof shall be free and clear of such lien as would otherwise
attach under this Indenture in the event of such entry;
The Company expressly reserves the right, at any time and
from time to time, by indentures supplemental hereto, to subject
to the lien and operation of this Indenture any part or all of
the property reserved, excepted and excluded from the lien and
operation hereof upon such terms and conditions and subject to
such restrictions, limitations and reservations as it may
determine and as may be approved by the Trustee;
But including, nevertheless, any and all cash, bonds,
stocks, notes, obligations and other securities and other
property which at any time hereafter, by delivery or writing of
any kind, may be expressly conveyed, mortgaged, pledged,
delivered, assigned, transferred or paid to or deposited with the
Trustee hereunder, by the Company, or with its consent by anyone
in its behalf, as and for any additional security for its Bonds,
the Trustee being authorized at any and all times to receive such
conveyance, mortgage, pledge, delivery, assignment, transfer,
payment or deposit, and to hold and apply any and all such cash,
bonds, stocks, notes, obligations and other securities and other
property in accordance with the provisions hereof and/or of such
writing;
1.02. AMENDMENT OF SECTION 2.03. Section 2.03 of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
2.03. LIMITATIONS ON AMOUNT OF BONDS. The permitted
aggregate principal amount of the Bonds of all or any series
which may be executed by the Company and authenticated by the
Trustee shall be limited to the principal amount outstanding on
the date of this Fourth Supplemental Mortgage Indenture to the
Indenture.
1.03. DELETION OF ARTICLE 4. Article 4 of the Mortgage
Indenture, as amended by said Third Supplemental Mortgage
Indenture, is hereby deleted and shall be of no further force or
effect.
- 7 -
1.04. AMENDMENT OF SECTION 15.01. Section 15.01 of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
15.01. MERGER PERMITTED ON CERTAIN TERMS. The Company shall
not merge or consolidate with or into any other corporation or
sell or lease the property included in the Trust Estate, as an
entirety or substantially as an entirety, provided that the
Company may be merged with or into United or another corporation
all of the stock of which is owned by United if all of the
following conditions are satisfied:
(a) such merger shall be on such terms as in no
respect to impair the lien and security of this Indenture or
any of the rights or powers of the Trustee or of the
Bondholders hereunder;
(b) every corporation into which the Company may be
merged shall have power and authority to carry on the
Company's electric utility business and to acquire and
operate the Company's property as is then existing;
(c) every corporation into which the Company may be
merged (such corporation being herein and in the Bonds
generally referred to as the "successor corporation") shall,
as a part and condition of such merger and either prior to
or contemporaneously with such merger execute and deliver to
the Trustee, and cause to be recorded wherever this
Indenture is recorded, an indenture supplemental hereto, in
form satisfactory to the Trustee, whereby the successor
corporation shall expressly assume the due and punctual
payment of the principal of and premium, if any, and
interest on all the Bonds and of any and all sinking fund
obligations of the Company hereunder, and the observance and
performance of all the covenants, conditions and provisions
of this Indenture; and
(d) no condition or event has occurred or will exist
immediately after giving effect to such merger, which will
be, or with notice or lapse of time, or both, would become,
a default hereunder.
If and when the Company is merged into United, United may
thereafter be merged with or into any other corporation, provided
that all of the conditions set forth in sections 15.01(a),
15.01(b), 15.01(c) and 15.01(d) above are satisfied.
- 8 -
ARTICLE 2
MISCELLANEOUS PROVISIONS
2.01 EFFECTIVE TIME OF SUPPLEMENTAL INDENTURE. This
Fourth Supplemental Mortgage Indenture shall be and become
effective immediately prior to the time when the merger of the
Company with and into United becomes effective.
2.02. DEFINED TERMS. The usage in this Fourth Supplemental
Mortgage Indenture of terms which are defined in the Mortgage
Indenture is in accordance with the definitions thereof in the
Mortgage Indenture, except where the context clearly otherwise
requires.
2.03. FOURTH SUPPLEMENTAL MORTGAGE INDENTURE FOR BENEFIT OF
PARTIES AND BONDHOLDERS SOLELY. All the covenants and provisions
of this Fourth Supplemental Mortgage Indenture are and shall be
held to be for the sole and exclusive benefit of the parties
hereto and the holders of the Bonds outstanding under the
Indenture, and no others shall have any legal, equitable or other
right, remedy or claim under or by reason of this Fourth
Supplemental Mortgage Indenture or any covenant, condition or
provision contained herein.
2.04. RIGHTS AND DUTIES UNDER INDENTURE NOT WAIVED OR
LIMITED BY SUPPLEMENT. Nothing in this Fourth Supplemental
Mortgage Indenture, expressed or implied, is intended or shall be
construed to waive any right the Trustee might otherwise have
under the Indenture; and nothing herein shall affect or limit the
obligation of the Company to execute and deliver to the Trustee
any instrument of further assurance, or other instrument, which
elsewhere in the Indenture is required to be made to or with the
Trustee.
2.05. TRUST INDENTURE ACT TO CONTROL. If any provision of
this Fourth Supplemental Mortgage Indenture limits, qualifies or
conflicts with another provision included in the Indenture which
is required to be included in the Indenture by any of Sections
310-317, inclusive, of the Trust Indenture Act of 1939, as
amended, such required provision shall control.
2.06. EFFECT OF SUPPLEMENTAL INDENTURE. This Fourth
Supplemental Mortgage Indenture is executed, shall be construed
as and is expressly stated to be an indenture supplemental to the
Mortgage Indenture, and shall form a part of the Indenture, and
the Mortgage Indenture, as supplemented and amended by this
Fourth Supplemental Mortgage Indenture, is hereby confirmed and
adopted by the Company as its obligation.
2.07. COUNTERPARTS. This Fourth Supplemental Mortgage
Indenture may be executed in any number of counterparts, each of
which shall be deemed an original; and such counterparts shall
- 9 -
constitute but one and the same instrument, which shall for all
purposes be sufficiently evidenced by any such original
counterpart.
2.08. COVER, HEADINGS, ETC. The cover of this Fourth
Supplemental Mortgage Indenture and all article and descriptive
headings, and the table of contents and marginal headings and
notes, if any, are inserted for convenience only, and shall not
affect any construction or interpretation hereof.
2.09. GOVERNING LAW. This Fourth Supplemental Mortgage
Indenture shall be deemed to be a contract made under the laws of
the State of Connecticut, and for all purposes shall be governed
and construed in accordance with the laws of said State.
IN WITNESS WHEREOF, Bridgeport Electric Company has caused
this Fourth Supplemental Mortgage Indenture to be executed on its
behalf by its President or one of its Vice Presidents and by its
Treasurer or its Assistant Treasurer and its corporate seal to be
hereto affixed and attested by its Secretary or an Assistant
Secretary; and The Bank of New York has caused this Fourth
Supplemental Mortgage Indenture to be executed on its behalf and
its corporate seal to be affixed by one of its Assistant Vice
Presidents, all as of the date and year above written, but
actually on September 26, 1994 and September 27, 1994.
- 10 -
BRIDGEPORT ELECTRIC COMPANY
(Corporate Seal) By _____________________________
Robert L. Fiscus
President
and by
-----------------------------
Kurt Mohlman
Treasurer
Attest: ____________________
Charles J. Pepe
Assistant Secretary
Signed, sealed and delivered on
behalf of BRIDGEPORT ELECTRIC
COMPANY in the presence of:
--------------------------
--------------------------
As witnesses
- 11 -
THE BANK OF NEW YORK, TRUSTEE
(Corporate Seal) By __________________________
Assistant Vice President
Signed, sealed and delivered on
behalf of THE BANK OF NEW YORK in
the presence of:
---------------------------
---------------------------
As witnesses
STATE OF CONNECTICUT )
) ss: New Haven
COUNTY OF NEW HAVEN )
On this 26th day of September, 1994, before me the
undersigned officer, personally appeared Robert L. Fiscus and
Kurt Mohlman, President and Treasurer, respectively, of
BRIDGEPORT ELECTRIC COMPANY, a corporation, each of whom
severally acknowledged himself to be such representative officer
and that in his capacity aforesaid, and being authorized so to
do, he executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
--------------------------------
George W. Miller
Notary Public
My Commission Expires:
September 30, 1997
- 12 -
STATE OF NEW YORK )
) ss: New York
COUNTY OF NEW YORK )
On this 27th day of September, 1994, before me the
undersigned officer, personally appeared ______________________,
an Assistant Vice President of THE BANK OF NEW YORK, a New York
banking corporation, who acknowledged himself to be such officer
and acknowledged that he as such officer, being authorized so to
do, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
--------------------------------
Notary Public
My Commission Expires:
- 13 -
THE UNITED ILLUMINATING COMPANY
(SUCCESSOR TO BRIDGEPORT ELECTRIC COMPANY)
TO
THE BANK OF NEW YORK,
SUCCESSOR TRUSTEE
-------------------------------------
FIFTH SUPPLEMENTAL MORTGAGE INDENTURE
Dated as of September 29, 1994
TO
FIRST MORTGAGE INDENTURE AND DEED OF TRUST
Dated as of December 1, 1984
This FIFTH SUPPLEMENTAL MORTGAGE INDENTURE, dated as of
September 29, 1994, made and entered into by and between THE
UNITED ILLUMINATING COMPANY, a Connecticut Corporation, with its
principal office in New Haven, Connecticut (hereinafter with its
successors and assigns generally called the Successor Company)
and THE BANK OF NEW YORK, a New York banking corporation, having
its principal corporate trust office in New York, New York
(hereinafter with its successors called the Trustee),
W I T N E S S E T H T H A T:
WHEREAS, Bridgeport Electric Company, a Delaware corporation
(hereinafter called the Company), duly executed and delivered to
The First National Bank of Boston, as trustee, a certain First
Mortgage Indenture and Deed of Trust, dated as of December 1,
1984, a First Supplemental Mortgage Indenture, dated as of
February 15, 1987, a Second Supplemental Mortgage Indenture,
dated as of January 14, 1988, and a Third Supplemental Mortgage
Indenture, dated as of March 31, 1988, for the purpose of
borrowing money for its corporate purposes and issuing its bonds
therefor from time to time in one or more series and to secure
the same, which Mortgage Indenture and First, Second and Third
Supplemental Mortgage Indentures are recorded, respectively, in
the office of the Secretary of the State of Connecticut in Vol.
60, Page K, Vol. 61, Page 186, Vol. 61, Page 320 and Vol. 61,
Page 590, Railroad Mortgages, and in the Land Records of the
Towns of Bridgeport and New Haven, Connecticut, and are also on
file in the offices of the Trustee and the Company and to which
indentures reference is hereby expressly made; and
WHEREAS, the Trustee is successor trustee to said The First
National Bank of Boston under said First Mortgage Indenture and
Deed of Trust as supplemented by said First, Second and Third
Supplemental Mortgage Indentures, and the Company duly executed
and delivered to the Trustee a Fourth Supplemental Mortgage
Indenture of even date herewith (said First Mortgage Indenture
and Deed of Trust being hereinafter referred to as the Mortgage
Indenture, and together with all indentures expressly stated to
be supplemental thereto, including said, First, Second, Third and
Fourth Supplemental Mortgage Indentures and this Fifth
Supplemental Mortgage Indenture, being hereinafter generally
referred to as the Indenture, as provided in Section 1.20 of the
Mortgage Indenture); and
WHEREAS, the Company has heretofore issued under the
Indenture $200,000,000 principal amount of the Company's 18%
First Mortgage Bonds Series A, due November 30, 1994, $54,000,000
principal amount of the Company's 9.44% First Mortgage Bonds,
Series B, due February 15, 1999 and $180,000,000 principal amount
of 10.32% First Mortgage Bonds, Series C, due January 15, 1995,
of which only the $54,000,000 principal amount of Series B Bonds
and $60,000,000 principal amount of Series C Bonds are now
outstanding; and
- 2 -
WHEREAS, the Company duly executed and delivered to the
Trustee said Fourth Supplemental Mortgage Indenture in
anticipation of a merger of the Company with and into the
Successor Company, which Fourth Supplemental Indenture is
recorded in the office of the Secretary of the State of
Connecticut and in the land records of the Towns of Bridgeport
and New Haven; and
WHEREAS, Section 15.01 of the Indenture provides that the
Company may be merged with or into the Successor Company,
provided that such merger shall be on such terms as in no respect
to impair the lien and security of the Indenture or any of the
rights or powers of the Trustee or of the Bondholders under the
Indenture, and provided further that the Successor Company shall,
as a part and condition of such merger, execute and deliver to
the Trustee, and cause to be recorded wherever the Indenture is
recorded, an indenture supplemental thereto, in form satisfactory
to the Trustee, whereby the Successor Company shall expressly
assume the due and punctual payment of the principal of and
premium, if any, and interest on all bonds and of any and all
sinking fund obligations of the Company under the Indenture and
the observance and performance of all the covenants, conditions
and provisions of the Indenture; and
WHEREAS, the Company has been contemporaneously merged with
and into the Successor Company and the Successor Company is
executing and delivering this Fifth Supplemental Mortgage
Indenture to satisfy said requirements of Section 15.01 of the
Indenture; and
WHEREAS, the Successor Company, with the consent of the
holders of not less than 66 2/3% of the principal amount of the
Series B Bonds and Series C Bonds outstanding, proposes to modify
the Indenture in the several respects set forth in this Fifth
Supplemental Mortgage Indenture; and
WHEREAS, the execution and delivery of this Fifth
Supplemental Mortgage Indenture is authorized by Section 14.02 of
the Mortgage Indenture and has been duly authorized by the Board
of Directors of the Successor Company and by the Trustee; and
WHEREAS, all acts and things necessary to constitute this
Fifth Supplemental Mortgage Indenture a valid, legal and binding
instrument enforceable in accordance with its terms have been in
all respects duly authorized and done,
NOW, THEREFORE, it is hereby covenanted, declared and
agreed, upon the trusts and for the purposes aforesaid as set
forth in the following covenants, agreements, conditions and
provision, viz.:
- 3 -
ARTICLE 1
SUCCESSOR COMPANY
1.01 ASSUMPTION BY SUCCESSOR COMPANY. The Successor Company
hereby expressly assumes the due and punctual payment of the
principal of, premium, if any, and interest on all of the Series
B Bonds and Series C Bonds, and of any and all sinking fund
obligations of Company under the Indenture and the observance and
performance of all the covenants, conditions and provisions of
the Indenture.
ARTICLE 2
2.01 DELETION OF PORTIONS OF ARTICLE I. Sections 1.10,
1.11, 1.12, 1.16, 1.22, 1.23, 1.24, 1.41, 1.42, 1.43 and 1.44 of
the Mortgage Indenture are hereby deleted and shall be of no
further force or effect.
2.02 DELETION OF ARTICLE 3. Article 3 of the Mortgage
Indenture is hereby deleted and shall be of no further force or
effect.
2.03 DELETION OF ARTICLE 5. Article 5 of the Mortgage
Indenture is hereby deleted and shall be of no further force or
effect.
2.04 DELETION OF SECTION 6.03. Section 6.03 of the
Mortgage Indenture is hereby deleted and shall be of no further
force or effect.
2.05 AMENDMENT OF SECTION 6.08. The first sentence of
Section 6.08 of the Mortgage Indenture is hereby amended to read
in its entirety as follows:
The Company is duly organized and existing
under the laws of, and is in good standing
in, the state of its incorporation and is
duly authorized and empowered under all
applicable provisions of law to execute and
deliver this Indenture.
2.06 AMENDMENT OF SECTION 6.10. The final sentence of
Section 6.10 of the Mortgage Indenture is hereby amended to read
in its entirety as follows:
The Company will pay and discharge all claims
for labor, materials and supplies, and all
other debts, liabilities and charges which,
if unpaid, might become a lien or charge upon
the Trust Estate or lead to a suspension of
its business, except any such claim, debt,
liability or charge the validity of which is
being contested in good faith and by
- 4 -
appropriate proceedings by the Company, or
the payment of which has been adequately
secured, or which in the opinion of an
accountant is not significant in amount, and will
exhibit to the Trustee, upon request, receipts for, or
other satisfactory evidence of, each such payment, or
the security therefor, or the Opinion of Counsel with
respect thereto; provided, however, that nothing in
this section 6.10 or in section 6.11 shall require the
Company to accede to any wage or other demands by or on
behalf of its employees in order to avoid the
suspension of its business through any threatened
strike or similar action.
2.07 AMENDMENT OF SECTION 6.14(c). Section 6.14(c) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
(c) The Company will furnish to the Trustee:
(1) within sixty days after the end of each of
the first three quarters of each fiscal year
of the Company, the Company's Quarterly
Report on Form 10-Q to the Securities and
Exchange Commission; and
(2) within one hundred and twenty days after the
end of each fiscal year of the Company, the
Company's Annual Report on Form 10-K to the
Securities and Exchange Commission.
2.08 DELETION OF SECTION 6.18. Section 6.18 of the
Mortgage Indenture is hereby deleted and shall be of no further
force or effect.
2.09 DELETION OF PORTIONS OF SECTION 6.19. Sections
6.19(a), 6.19(d), 6.19(e)(i), 6.19(f) and 6.19(g) of the Mortgage
Indenture are hereby deleted and shall be of no further force or
effect.
2.10 DELETION OF SECTION 6.19(b). Section 6.19(b) of the
Mortgage Indenture, as amended by said Second Supplemental
Mortgage Indenture, is hereby deleted and shall be of no further
force or effect.
2.11 AMENDMENT OF SECTION 8.02. The introductory clause of
Section 8.02 is hereby amended to read in its entirety as
follows:
Subject to the provisions of section 8.07,
the Company may take any one or more of the
following actions with respect to the Trust
Estate, at any time and from time to time,
- 5 -
without any release or consent by the Trustee,
VIZ.:
2.12 AMENDMENT OF SECTION 8.02(a). Section 8.02(a) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
(a) sell or otherwise dispose of, free from the lien of
this Indenture, or abandon or otherwise retire, any
machinery, equipment, tools, implements or other
similar property which shall have become old,
inadequate, obsolete, worn out or unfit or unadapted
for use in the Company's electric business, or any
dwellings or appurtenant structures which are unfit or
unadapted for use in the Company's electric business,
upon replacing the same or by substituting for the same
other property that becomes a part of the Trust Estate,
not necessarily of the same character, but of a value
at least equal to that of the property sold or
otherwise disposed of;
2.13 AMENDMENT OF SECTION 8.02(d). Section 8.02(d) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
(d) amend, surrender, abandon or otherwise terminate any
right, power, privilege or franchise (including in that
term any ordinances, indeterminate permits or other
operating rights, however denominated, granted by
Federal, state, municipal or other public authority)
included in the Trust Estate whenever the Company shall
contemporaneously or as a part of the same transaction
obtain or shall previously have obtained a new right,
power, privilege or franchise that becomes a part of
the Trust Estate and under which the Company may
continue to perform the service and conduct the
business theretofore performed or conducted under or by
virtue of the right, power, privilege or franchise
amended, surrendered, abandoned or terminated and which
in the opinion of a majority of the Board is the most
advantageous right, power, privilege or franchise
obtainable under the circumstances prevailing at the
time, or whenever the right, power, privilege or
franchise to be amended, surrendered, abandoned or
terminated can no longer be profitably exercised or
availed of or shall not be essential to the maintenance
and continued use of the Unit and consequently the
benefits afforded by this Indenture would not be
substantially impaired; and
2.14 AMENDMENT OF SECTION 8.02(e). Section 8.02(e) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
- 6 -
(e) grant or convey rights of way, easements and
leasehold interests over or in respect of any real
property included in the Trust Estate, provided
that there shall be filed with the Trustee an
Engineer's Certificate stating that in the
signer's opinion such grant or conveyance will not
impair the usefulness of such real property in the
Company's business and will not be prejudicial to
the interest of the holders of the Bonds
hereunder;
2.15 AMENDMENT OF SECTION 8.03(c). Section 8.03(c) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
(c) an Opinion of Counsel to the effect that the sale,
exchange or disposition of the property to be released
is permitted by the terms of this Indenture;
2.16 AMENDMENT OF SECTION 8.03(d). Section 8.03(d) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
(d) cash or other property equal to the Fair Value (as
specified in the Engineer's Certificate provided for in
(b) above) of the property to be released, or to an
aggregate amount equal to the proceeds to be received
by the Company for the property to be released, if the
same be greater than such Fair Value;
2.17 DELETION OF SECTION 9.02(b). Section 9.02(b) of the
Mortgage Indenture is hereby deleted and shall be of no further
force or effect.
2.18 AMENDMENT OF SECTION 9.02(c). The introductory clause
of Section 9.02(c) of the Mortgage Indenture is hereby amended to
read in its entirety as follows:
Such money may be applied by the Trustee to the
payment, purchase (in the open market or by private
contract) or redemption of outstanding Bonds of any
series which are by their terms then so redeemable
before maturity, upon receipt by the Trustee of
2.19 AMENDMENT OF SECTION 9.02(d). Section 9.02(d) of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
(d) If any such money shall not have been withdrawn or
applied pursuant to the foregoing provisions of this
section 9.02 within a period of four years from the
date of receipt thereof by the Trustee, the same shall,
as soon as practicable after the expiration of said
four-year period, be applied by the Trustee to the
redemption of Bonds of any series then outstanding
- 7 -
which are by their terms then so redeemable before
maturity specified by the Company in a Board Resolution
or, in default of such specification by the Company,
determined by the Trustee in its discretion.
2.20 DELETION OF SECTION 11.01(c). Section 11.01(c) of the
Mortgage Indenture is hereby deleted and shall be of no further
force or effect.
2.21 AMENDMENT OF SECTION 11.01(e). Section 11.01(e) of
the Mortgage Indenture is hereby amended to read in its entirety
as follows:
(e) if default shall be made in the observance or
performance of any other covenant, condition, agreement
or provision expressed or implied in the Bonds or in
this Indenture, and if any such default (except a
default under section 6.12, 6.15 or 6.19) shall
continue for a period of 60 days after written notice
of such default to the Company from the Trustee (which
in its discretion may, and, upon the written request of
holders of not less than a majority in aggregate
principal amount of the Bonds at the time outstanding,
shall, serve such notice), or forthwith upon such
notice in the case of a default under section 6.12,
6.15 or 6.19 hereof, or if the Company shall waive such
lapse of time, or if such default, if continued, would
in the opinion of the Trustee evidenced by written
notice to the Company, be likely to cause the loss by
the Company of any material portion of the Trust Estate
or any substantial portion of the property needed to
maintain and operate its property or business; or
2.22 AMENDMENT OF SECTION 11.01(j). Section 11.01(j) of
the Mortgage Indenture, as amended by said Second Supplemental
Mortgage Indenture, is hereby amended to read in its entirety as
follows:
(j) if any warranty or representation by the Company or
United contained in the Bond Purchase Agreements among
the Company, United and the several purchasers named
therein with respect to the issue and sale of the
10.32% First Mortgage Bonds, Series C, due January 15,
1995 is false or misleading in any material respect; or
2.23 ADDITION OF SECTION 11.01(k). Section 11.01 of the
Mortgage Indenture, as amended by said First and Second
Supplemental Mortgage Indentures, is hereby amended to add the
following Section 11.01(k):
(k) if the Company or any significant subsidiary of the
Company fails to make any payment due on any security
issued under the Indenture, dated as of August 1, 1991,
between United and The Bank of New York, as Trustee,
and if such failure shall continue after the applicable
- 8 -
grace period, if any, specified with respect to such
security; or if any event shall occur or any condition
shall exist, the effect of which is to cause (or permit
any holder of any such security or the trustee under
said Indenture to cause) such security, or a portion
thereof, to become due prior to its stated maturity or
prior to its regularly scheduled dates of payment.
2.24 AMENDMENT OF SECTION 11.04(a). The introductory
clause of Section 11.04(a) of the Mortgage Indenture is here
amended to read in its entirety as follows:
(a) The Trustee, by such officer or agent as it may
appoint, if at the time such action is lawful, may
enter into and upon and take possession of the property
included in the Trust Estate and each and every part
thereof, and may exclude the Company, its successors or
assigns, its or their agents, servants and employees
wholly therefrom, and have, hold, use, operate, manage
and control the same and each and every part thereof
and, in the name of the Company or otherwise as to the
Trustee shall deem best, conduct the business thereof
and exercise the franchises pertaining thereto and all
the rights and powers of the Company, and use all of
the then existing property and assets included in the
Trust Estate for that purpose and, at the expense of
the Trust Estate, from time to time, maintain, restore,
insure and keep insured the properties, plants,
equipment and apparatus provided or required for use in
connection with such business, make all such necessary
or proper repairs, renewals and replacements, and all
such useful alterations, additions, betterments and
improvements as to the Trustee may seem judicious,
borrow money and make such leases and operating or
other contracts as the Trustee may deem best suited for
carrying on such business and for the protection of the
interests of the Bondholders, and collect and receive
all tolls, rents, revenues, earnings, interest,
dividends, royalties, issues, income and profits of the
same and of every part thereof, and all money so
collected and received, together with any other sums
which may be received, collected or held by the Trustee
under any of the provisions of this Indenture, shall
(subject to the provisions of section 2.09 and 2.10
hereof) be distributed as follows:
2.25 AMENDMENT OF SECTION 11.23. Section 11.23 of the
Mortgage Indenture is hereby amended to read in its entirety as
follows:
11.23. Power to Waive Defaults. Anything elsewhere in
this Indenture to the contrary notwithstanding, the
holders of 66 2/3% (51% if there shall be more than 100
registered holders of the Bonds then outstanding) in
principal amount of the Bonds then outstanding and
- 9 -
affected thereby may, by written instrument or
instruments signed by such Bondholders and delivered to
the Trustee, waive any default, or condition or event
which, with notice or lapse of time, or both, will
become a default, hereunder and its consequences,
except a default (i) in the payment of the principal
of, or premium, if any, or interest on, any of the
Bonds; and (ii) arising from the creation of any lien
on property included in the Trust Estate ranking prior
to or on an equality with the lien of this Indenture;
and upon such waiver such default shall be deemed not
to exist for any purpose of this Indenture.
2.26 AMENDMENT OF SECTION 15.01. The introductory clause
of Section 15.01 of the Mortgage Indenture, as amended by said
Fourth Supplemental Mortgage Indenture, is hereby amended to read
in its entirety as follows:
The Company shall not merge or consolidate
with or into any other corporation or sell or
lease the property included in the Trust
Estate, as an entirety or substantially as an
entirety, provided that United may be merged
with or into any other corporation if all of
the following conditions are satisfied:
and the final sentence of Section 15.01 of the Mortgage
Indenture, as amended by said Fourth Supplemental Mortgage
Indenture, is hereby deleted and shall be of no further force or
effect.
2.27 AMENDMENT OF SECTION 18.04. The first sentence of
Section 18.04 of the Mortgage Indenture is hereby amended to read
in its entirety as follows:
Whenever under this Indenture the Trustee or
any Bondholder is called upon to give or
serve any notice upon the Company, such
notice may be given by mailing a copy of such
notice, postage prepaid, addressed to the
Company, 157 Church Street, New Haven,
Connecticut 06506, Attention of the
Treasurer, (or to such other address as may
be filed by the Company with the Trustee for
the purposes of this section) or by
delivering to the President or Secretary or
Treasurer or to any two Directors of the
Company a copy of such notice.
- 10 -
ARTICLE 3
MISCELLANEOUS PROVISIONS
3.01 EFFECTIVE TIME OF SUPPLEMENTAL INDENTURE. This Fifth
Supplemental Mortgage Indenture shall be and become effective at
the time when the merger of the Company with and into the
Successor Company becomes effective.
3.02. DEFINED TERMS. The usage in this Fifth Supplemental
Mortgage Indenture of terms which are defined in the Mortgage
Indenture is in accordance with the definitions thereof in the
Mortgage Indenture, except where the context clearly otherwise
requires.
3.03. FIFTH SUPPLEMENTAL MORTGAGE INDENTURE FOR BENEFIT OF
PARTIES AND BONDHOLDERS SOLELY. All the covenants and provisions
of this Fifth Supplemental Mortgage Indenture are and shall be
held to be for the sole and exclusive benefit of the parties
hereto and the holders of the Bonds outstanding under the
Indenture, and no others shall have any legal, equitable or other
right, remedy or claim under or by reason of this Fifth
Supplemental Mortgage Indenture or any covenant, condition or
provision contained herein.
3.04. RIGHTS AND DUTIES UNDER INDENTURE NOT WAIVED OR
LIMITED BY SUPPLEMENT. Nothing in this Fifth Supplemental
Mortgage Indenture, expressed or implied, is intended or shall be
construed to waive any right the Trustee might otherwise have
under the Indenture; and nothing herein shall affect or limit the
obligation of the Company to execute and deliver to the Trustee
any instrument of further assurance, or other instrument, which
elsewhere in the Indenture is required to be made to or with the
Trustee.
3.05. TRUST INDENTURE ACT TO CONTROL. If any provision of
this Fifth Supplemental Mortgage Indenture limits, qualifies or
conflicts with another provision included in the Indenture which
is required to be included in the Indenture by any of Sections
310-317, inclusive, of the Trust Indenture Act of 1939, as
amended, such required provision shall control.
3.06. EFFECT OF SUPPLEMENTAL INDENTURE. This Fifth
Supplemental Mortgage Indenture is executed, shall be construed
as and is expressly stated to be an indenture supplemental to the
Mortgage Indenture, and shall form a part of the Indenture, and
the Mortgage Indenture, as supplemented and amended by this Fifth
Supplemental Mortgage Indenture, is hereby confirmed and adopted
by the Company as its obligation.
3.07. COUNTERPARTS. This Fifth Supplemental Mortgage
Indenture may be executed in any number of counterparts, each of
which shall be deemed an original; and such counterparts shall
constitute but one and the same instrument, which shall for all
- 11 -
purposes be sufficiently evidenced by any such original
counterpart.
3.08. COVER, HEADINGS, ETC. The cover of this Fifth
Supplemental Mortgage Indenture and all article and descriptive
headings, and the table of contents and marginal headings and
notes, if any, are inserted for convenience only, and shall not
affect any construction or interpretation hereof.
3.09. GOVERNING LAW. This Fifth Supplemental Mortgage
Indenture shall be deemed to be a contract made under the laws of
the State of Connecticut, and for all purposes shall be governed
and construed in accordance with the laws of said State.
IN WITNESS WHEREOF, The United Illuminating Company has
caused this Fifth Supplemental Mortgage Indenture to be executed
on its behalf by its President or one of its Vice Presidents and
by its Treasurer or its Assistant Treasurer and its corporate
seal to be hereto affixed and attested by its Secretary or an
Assistant Secretary; and The Bank of New York has caused this
Fifth Supplemental Mortgage Indenture to be executed on its
behalf and its corporate seal to be affixed by one of its
Assistant Vice Presidents, all as of the date and year above
written, but actually on September 26, 1994 and September 27,
1994.
- 12 -
THE UNITED ILLUMINATING COMPANY
(Corporate Seal) By ____________________________
Robert L. Fiscus
President and Chief Financial
Officer
and by
___________________________
Kurt Mohlman
Treasurer
Attest: _____________________
Charles J. Pepe
Assistant Secretary
Signed, sealed and delivered on
behalf of THE UNITED ILLUMINATING
COMPANY in the presence of:
____________________________
____________________________
As witnesses
- 13 -
THE BANK OF NEW YORK, TRUSTEE
(Corporate Seal) By __________________________
Assistant Vice President
Signed, sealed and delivered on
behalf of THE BANK OF NEW YORK
in the presence of:
_________________________
_________________________
As witnesses
STATE OF CONNECTICUT )
) ss: New Haven
COUNTY OF NEW HAVEN )
On this 26th day of September, 1994 before me the
undersigned officer, personally appeared Robert L. Fiscus and
Kurt Mohlman President and Treasurer, respectively, of THE UNITED
ILLUMINATING COMPANY, a corporation, each of whom severally
acknowledged himself to be such respective officer and that in
his capacity aforesaid, and being authorized so to do, he
executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
_______________________________
George W. Miller
Notary Public
My commission expires:
September 30, 1997
- 14 -
STATE OF NEW YORK )
) ss: New York
COUNTY OF NEW YORK )
On this 27th day of September, 1994, before me, the
undersigned officer, personally appeared ______________________,
an Assistant Vice President of THE BANK OF NEW YORK, a New York
banking corporation, who acknowledged himself to be such officer
and acknowledged that he as such officer, being authorized so to
do, executed the foregoing instrument for the purposes therein
contained by signing the name of the corporation by himself as
such officer.
IN WITNESS WHEREOF, I hereunto set my hand and official
seal.
______________________________
Notary Public
My Commission Expires:
- 15 -