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Exhibit 4.1.28
Pricing Committee Meeting
Boston, August 18, 1993
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, August 18, 1993, at five minutes past twelve o'clock
p.m., local time, the Chairman presiding.
Present: Messrs. Reznicek and 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, Messrs. Peters, Alpert, Frigard and Conway
and Ms. O'Neil.
Absent: None.
Messrs. Reznicek and Peters presented management's proposal
to sell $100,000,000 principal amount of debentures. Mr.
Reznicek summarized the votes being presented for action by the
directors. 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 on January 28, 1993, the Company issue and
sell $100,000,000 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 6.05% Debentures due August 15, 2000 (the
"Debentures").
Voted: That the Debentures be issued with the following
terms:
Maturity Date: August 15, 2000
Interest Rate: 6.05%
Interest Payment Date: February 15 and August 15 of
each year commencing February 15, 1994
Price to the Public: 99.935%
Proceeds to the Company: 99.31%
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 executive or senior vice president,
the treasurer or any assistant treasurer of the
Company be, and each of them acting
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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
executive or 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. 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 executive or senior
vice president, the treasurer or any assistant
treasurer be, and each of them is, hereby authorized
to file with the Trustee 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.
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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:
Theodora S. Convisser
Clerk
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