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Exhibit 4(c)
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FALL RIVER GAS COMPANY
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TO
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THE FIRST NATIONAL BANK OF BOSTON,
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Trustee
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TWELFTH SUPPLEMENTAL INDENTURE
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dated as of December 20, 1989
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Supplementing the Indenture of First Mortgage
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dated as of December 1, 1952,
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the First Supplemental Indenture
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dated as of January 1, 1955,
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the Second Supplemental Indenture
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dated as of September 1, 1957,
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the Third Supplemental Indenture
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dated as of December 1, 1957,
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the Fourth Supplemental Indenture
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dated as of February 1, 1958,
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the Fifth Supplemental Indenture
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dated as of May 1, 1959,
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the Sixth Supplemental Indenture
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dated as of May 1, 1961,
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the Seventh Supplemental Indenture
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dated as of November 1, 1961,
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the Eighth Supplemental Indenture
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dated as of November 1, 1966
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the Ninth Supplemental Indenture
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dated as of June 30, 1971
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the Tenth Supplemental Indenture
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dated as of June 1, 1981 and
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the Eleventh Supplemental Indenture
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dated as of December 15, 1989
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This is a Mortgage of Personal Property as well as a
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Mortgage upon Real Estate
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TWELFTH SUPPLEMENTAL INDENTURE, dated as of December 20, 1989, between
FALL RIVER GAS COMPANY, formerly named Fall River Gas Works Company, a
corporation organized and existing under the laws of The Commonwealth of
Massachusetts and having its principal place of business in the City of Fall
River in said Commonwealth (hereinafter called the "Company") and THE FIRST
NATIONAL BANK OF BOSTON, a national banking association organized and existing
under the laws of the United States, successor by merger to Old Colony Trust
Company, having its principal place of business in the City of Boston in The
Commonwealth of Massachusetts (hereinafter called the "Trustee").
WHEREAS, the Company has heretofore executed and delivered to Old Colony
Trust Company, trustee (The First National Bank of Boston, successor trustee),
an Indenture of First Mortgage dated as of December 1, 1952 (hereinafter called
the "Original Indenture"), a First Supplemental Indenture dated as of January 1,
1955 (hereinafter called the "First Supplemental Indenture"), a Second
Supplemental Indenture dated as of September 1, 1957 (hereinafter called the
"Second Supplemental Indenture"), a Third Supplemental Indenture dated as of
December 1, 1957 (hereinafter called the "Third Supplemental Indenture"), a
Fourth Supplemental Indenture dated as of February 1, 1958 (hereinafter called
the "Fourth Supplemental Indenture"), a Fifth Supplemental Indenture dated as of
May 1, 1959 (hereinafter called the "Fifth Supplemental Indenture"), a Sixth
Supplemental Indenture dated as of May 1, 1961 (hereinafter called the "Sixth
Supplemental Indenture"), a Seventh Supplemental Indenture dated as of November
1, 1961 (hereinafter called the "Seventh Supplemental Indenture"), an Eighth
Supplemental Indenture dated as of November 1, 1966 (hereinafter called the
"Eighth Supplemental Indenture"), a Ninth Supplemental Indenture dated as of
June 30, 1971 (hereinafter called the "Ninth Supplemental Indenture"), a Tenth
Supplemental Indenture dated as of June 1, 1981 (hereinafter called the "Tenth
Supplemental Indenture") and an Eleventh Supplemental Indenture dated as of
December 15, 1989 (hereinafter called the "Eleventh Supplemental Indenture") to
secure, as provided therein, its bonds (therein and herein called the "Bonds"),
to be known generally as its "First Mortgage Bonds", and to be issued in one or
more series as provided in the Original Indenture; and
WHEREAS, Two Million Four Hundred Thousand Dollars ($2,400,000) aggregate
principal amount of First Mortgage Bonds, 4 1/4% Series due 1972, of the Company
have been heretofore
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issued, all of which Bonds were retired contemporaneously with the issue and
sale of First Mortgage Bonds, 3 3/4% Series due 1980, referred to below; and
WHEREAS, Two Million Four Hundred Thousand Dollars ($2,400,000) aggregate
principal amount of First Mortgage Bonds, 3 3/4% Series due 1980 (in the First
Supplemental Indenture and herein called the "Bonds of the 1980 Series"), of the
Company have been heretofore issued, all of which Bonds have been retired; and
WHEREAS, One Million Dollars ($1,000,000) aggregate principal amount of
First Mortgage Bonds, 5 1/4% Series due 1980 (in the Second Supplemental
Indenture and herein called the "Bonds of the Second 1980 Series") of the
Company have been heretofore issued, all of which Bonds have been retired; and
WHEREAS, One Million Two Hundred Thousand Dollars ($1,200,000) aggregate
principal amount of First Mortgage Bonds, 5 1/4% Series due 1986 (in the Sixth
Supplemental Indenture and herein called the "Bonds of the 1986 Series") of the
Company have been heretofore issued, all of which Bonds have been retired; and
WHEREAS, Three Million Two Hundred Thousand Dollars ($3,200,000) aggregate
principal amount of First Mortgage Bonds, 8 3/4% Series due 1996 (hereinafter
referred to as "Bonds of the 1996 Series") have heretofore been issued of which
One Million Six Hundred Thousand Dollars ($1,600,000) are presently outstanding;
and
WHEREAS, Three Million Four Hundred Thousand Dollars ($3,400,000)
aggregate principal amount of First Mortgage Bonds, 15% Series due 1993 (in the
Tenth Supplemental Indenture and herein called the "Bonds of the 1993 Series")
of the Company have been heretofore issued, all of which Bonds have been
retired; and
WHEREAS, the Board of Directors of the Company has established under
Section 3.02 of the Original Indenture a new series of Bonds to be designated
First Mortgage Bonds, 9.44% Series due 2020 (hereinafter referred to as "Bonds
of the 2020 Series") and has authorized the issue of said Bonds of the 2020
Series in the aggregate principal amount of Six Million Five Hundred Thousand
Dollars ($6,500,000) pursuant to the provisions of Article Two of this Twelfth
Supplemental Indenture; and
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WHEREAS, Section 18.01 of the Original Indenture provides, among other
things, that the Company, when authorized by a resolution of the Board of
Directors, and the Trustee, from time to time and at any time, subject to the
restrictions in the Original Indenture, as supplemented and modified, contained,
may, and when so required by the Original Indenture, shall, enter into
indentures supplemental to the Original Indenture and which thereafter shall
form a part thereof, for the purposes, among others, of (a) mortgaging,
pledging, conveying, transferring or assigning to the Trustee, and subjecting to
the lien of the Original Indenture additional properties acquired by the
Company, (b) adding to the Original Indenture other covenants and agreements to
be thereafter observed by the Company, and (c) providing for the creation of any
Series of Bonds, designating the series to be created and specifying the form
and provisions of the Bonds of such series; and
WHEREAS, the Board of Directors and the Stockholders of the Company by
resolutions duly adopted authorized to the extent required by law the execution
of this Twelfth Supplemental Indenture for the purposes of creating the Bonds of
the 2020 Series, designating the series created and specifying the form and the
provisions of the Bonds of such series (the Original Indenture, as supplemented
and modified by the First through the Eleventh Supplemental Indentures,
inclusive, and as supplemented by this Twelfth Supplemental Indenture being
herein sometimes called the "Indenture"); and
WHEREAS, all acts and proceedings required by law and by the Certificate
of Organization and Certificate of Incorporation and by-laws of the Company
necessary to secure the payment of the principal of and interest and premium, if
any, on the Bonds of the 2020 Series, to make the Bonds of the 2020 Series to be
issued hereunder, when executed by the Company, authenticated and delivered by
the Trustee and duly issued, the valid, binding and legal obligations of the
Company, and to constitute the Indenture a valid and binding mortgage for the
security of the Bonds, in accordance with its and their terms, have been done
and taken; and the execution and delivery of this Twelfth Supplemental Indenture
and the issue of the Bonds of the 2020 Series have been in all respects duly
authorized:
NOW, THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure the
payment of the principal of and premium, if any, and interest on all Bonds at
any time issued and outstanding under
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the Indenture, according to their tenor, purport and effect, to confirm the lien
of the Indenture upon property purchased, constructed or otherwise acquired by
the Company since the date of execution of the Tenth Supplemental Indenture and
to secure the performance and observance of all the covenants and conditions
herein and in the Bonds and in the Indenture contained, and to declare the terms
and conditions upon and subject to which the Bonds of the 2020 Series are and
are to be issued and secured, and for and in consideration of the premises and
of the mutual covenants herein contained and of the purchase and acceptance of
the Bonds of the 2020 Series by the holders thereof, and of the sum of Ten
Dollars ($10) duly paid to the Company by the Trustee, at or before the
ensealing and delivery hereof, and for other valuable considerations, the
receipt whereof is hereby acknowledged, the Company has executed and delivered
this Twelfth Supplemental Indenture, and by these presents, does grant, bargain,
sell, alien, remise, release, convey, assign, transfer, mortgage, pledge, set
over and confirm unto THE FIRST NATIONAL BANK OF BOSTON, Trustee, its successors
in trust and its and their successors and assigns, all property real, personal
or mixed described in the Original Indenture and the First through the Tenth
Supplemental Indentures and thereby conveyed or mortgaged or intended so to be,
including all such property acquired since the execution and delivery of the
Tenth Supplemental Indenture which by the terms of the Indenture is subjected or
is intended to be subjected to the lien thereof, including, without limiting the
generality of the foregoing, the following described property:
CLAUSE I.
All of the lands, gas plants and systems, gas works, buildings,
structures, garages, sheds, repair shops, storage houses, erections and
constructions now or hereafter placed on or under any of the real estate
described in Article Twenty of the Original Indenture or in the granting clauses
of the First through the Tenth Supplemental Indentures or on or under any part
hereof, or on or under any real estate thereafter acquired by the Company, with
their fixtures and appurtenances, including (but without in any way limiting the
generality of the foregoing) the properties and rights more particularly
described in said Article Twenty of the Original Indenture, in Schedule A of the
Second Supplemental Indenture or in the granting clauses of the First through
the Tenth Supplemental Indentures.
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CLAUSE II.
Also all other real estate and all interests therein now owned or
hereafter acquired by the Company.
CLAUSE III.
All of the machinery, engines, boilers, furnaces, water wells, motors,
compressors, conduits, mains, gates, tubes, drains, switchboards, services,
pumps, pumping stations, gas holders, reservoirs, expansion tanks, gas mains and
pipes, tunnels, subways, bridges, service pipes, pipe lines, fittings, reducers,
regulators, drips, valves, connections, implements, meters, tools, gas,
mechanical and all other appliances, instruments, apparatus, appurtenances and
facilities now owned by the Company or hereafter acquired by it, and
constituting or to constitute parts of its gas storage plant or gas distributing
system or the equipment thereof or used or provided for use in or appurtenant to
the manufacture, transportation, storage, distribution and sale of manufactured
gas, natural gas, propane gas, butane gas or a mixture of any thereof (other
than excepted property as hereinafter defined), and there is included herein
(but not to the exclusion of any other property now owned or hereafter acquired
by the Company), the gas manufacturing plants, gas storage plants and gas
distributing systems owned by the Company, including (but without in any way
limiting the generality of the foregoing) the properties and rights more
particularly described in said Article Twenty of the Original Indenture, in
Schedule A of the Second Supplemental Indenture or in the granting clauses of
the First through the Tenth Supplemental Indentures.
CLAUSE IV.
All easements, leases, rights, powers, privileges, indeterminate permits,
water and riparian rights, and all interests therein, dams and dam sites,
franchises, licenses, rights of way, immunities and concessions of the Company,
whether granted or acquired by virtue of its Charter, or by virtue of the acts,
resolutions, concessions, ordinances, contracts, or other grants of any
municipality, county, or other political subdivision or of any private person or
body corporate or otherwise, howsoever conferred, now owned or hereafter to be
acquired by the Company, to lay, erect, construct, maintain and repair any
plants or other property including conduits, mains,
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pipes, pipe lines, pumping, compressor, regulator and measuring stations,
meters, and other equipment to vend gas, within the limits of any incorporated
village or city, or elsewhere (other than excepted property as hereinafter
defined), and there is included herein (but not to the exclusion of any other
property now owned or hereafter acquired by the Company) any indeterminate
permits, franchises, permits, grants, rights of way and easements owned by the
Company for the transmission and distribution of manufactured gas, natural gas,
propane gas, butane gas or a mixture of any thereof, and the laying, erection,
construction, maintenance and repair of conduits, mains, pipes, pipe lines,
pumping, compressor, regulator and measuring stations, meters and other
equipment for that purpose, and wheresoever situated (but not herein
specifically excepted), including (but without in any way limiting the
generality of the foregoing) the properties and rights more particularly
described in said Article Twenty of the Original Indenture, in Schedule A of the
Second Supplemental Indenture or in the granting clauses of the First through
the Tenth Supplemental Indentures.
CLAUSE V.
Also all property, real, personal and mixed (except as herein expressly
excepted), of every nature and description and wheresoever situated, whether or
not herein specifically described, and all interests therein, now owned or
hereafter acquired by or belonging to the Company or to which it now is, or may
at any time hereafter be, in any manner entitled at law or in equity.
CLAUSE VI.
Also all renewals, replacements, accessions, additions, improvements,
betterments, developments, extensions, and enlargements, hereafter made,
constructed or acquired by the Company to, of or upon any or all such
properties, equipment, systems and/or plants and all property used thereby or
useful therefor or incidental thereto or connected therewith now or at any time
hereafter subject to the lien of the Indenture, or required so to be by any
provision herein contained, and also all franchises, permits and similar rights
acquired in connection therewith.
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CLAUSE VII.
Also any and all property of every kind or description (including any
property which may be expressly excepted by Clause IX of these granting clauses)
which may at any time or from time to time after the date of this Twelfth
Supplemental Indenture by delivery or by writing of any kind be conveyed,
mortgaged, pledged, assigned or transferred to the Trustee by the Company, or by
any person, firm, association or corporation with the consent of the Company, or
otherwise as expressly permitted by the terms of the Indenture, and accepted by
the Trustee, to be held as part of the mortgaged property; and the Trustee is
hereby authorized to accept and receive any such property and any such
conveyance, mortgage, pledge, assignment or transfer as and for additional
security hereunder, and to hold and apply any and all such property subject to
and in accordance with the terms and provisions upon which such delivery,
conveyance, mortgage, pledge, assignment or transfer shall be made, not
inconsistent with the terms of the Indenture.
CLAUSE VIII.
TOGETHER with all and singular the tenements, hereditaments and
appurtenances belonging or in anywise appertaining to the aforesaid properties
or any part thereof, with the reversion and reversions, remainder and
remainders, tolls, rents, revenues, issues, income, product and profits thereof,
and all the estate, rights, title, interest and claim whatsoever, at law as well
as in equity, which the Company now has or may hereafter acquire in and to the
aforesaid properties and every part and parcel thereof.
SUBJECT, HOWEVER, to the following (none of which, in the opinion of the
Company, materially interferes with the conduct of its business): the
reservations, exceptions, conditions, limitations and restrictions contained in
the several deeds, franchises and contracts or other instruments through which
the Company acquired or claims title to or enjoys the use of the mortgaged
property; such servitudes, easements, rights and privileges in, over, on, under
or through said properties as have been granted by the Company to other persons;
statutory and municipal requirements relating to land and buildings; the rights
of the public and others in streets, roads and highways, open or unopen, or laid
out but unopened, crossing or bounding any of the said parcels; the rights of
The Commonwealth of Massachusetts and
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of the United States of America, in and to any streams, rivers or bodies of
water abutting any of the said parcels; the rights of electric, gas, water,
telephone and telegraph companies (other than the Company) to maintain and
operate pole lines, conduits, and gas and water mains over or through any of the
said parcels or on or in the streets, roads or highways abutting thereon as the
same may now or hereafter be located; any easements visible on the ground but
not evidenced by recorded agreements or grants; and permitted encumbrances as
defined in Section 1.40 of the Original Indenture; and, with respect to any
property which the Company may hereafter construct or acquire, to any liens then
in effect thereon or placed thereon for unpaid portions of the purchase money at
the time of such acquisition, to the extent permitted by Section 9.10 of the
Original Indenture.
CLAUSE IX.
EXCEPTED PROPERTY
EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from the Indenture and from
the lien and operation thereof:
(a) any and all property expressly excepted and excluded from the
Original Indenture and from the lien and operation thereof by paragraph A
and all property of the character expressly excepted and excluded by
paragraph B through I of Clause IX of the Granting Clauses of the Original
Indenture;
(b) all property, if any, expressly excepted from the lien of the
Indenture in the descriptions of the property contained in Schedule A of
the Second Supplemental Indenture;
(c) any and all property expressly excepted from the lien of the
Indenture in the Granting Clauses of the First through the Tenth
Supplemental Indentures;
(d) any and all property expressly excepted in the Granting Clauses
of this Twelfth Supplemental Indenture; and
(e) all property which prior to the execution and delivery of this
Twelfth Supplemental Indenture has been released by the Trustee or
otherwise disposed of by the Company free from the lien of the Indenture
in accordance
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with the provisions thereof.
If upon the happening of any default as defined in Article Twelve of the
Original Indenture, the Trustee or a receiver or trustee shall enter upon and
take possession of the trust estate, the Trustee or such receiver or trustee
may, to the extent permitted by law, at the same time likewise take possession
of any and all of the property specifically excepted under the heading "Excepted
Property" of Granting Clause IX of the Original Indenture, other than paragraph
G thereof, together with any and all of the property specifically excepted in
the descriptions of the property contained in Schedule A of the Second
Supplemental Indenture, and any and all property expressly excepted in the
Granting Clauses of the First through the Tenth Supplemental Indentures and in
the Granting Clauses of this Twelfth Supplemental Indenture, then on hand and
use and administer the same to the same extent as if such property were part of
the trust estate, unless and until such default shall be remedied or waived and
possession of the trust estate restored to the Company.
TO HAVE AND TO HOLD all of the property, real, personal and mixed, and all
and singular the lands, properties, estates, rights, franchises, privileges and
appurtenances hereby granted, bargained, sold, aliened, remised, released,
conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed, or
intended so to be, unto the Trustee and its successors in trust and to its and
their assigns, forever.
BUT IN TRUST, NEVERTHELESS, for the equal and proportionate use, benefit,
security and protection of those who from time to time shall hold the Bonds and
coupons, or any of them, authenticated and delivered under the Indenture, and
duly issued by the Company, without any discrimination, preference or priority
of any one Bond or coupon over any other by reason or priority in the time of
issue, sale or negotiation thereof or otherwise, except as provided in Section
12.28 of the Original Indenture, so that, subject to said Section 12.28 each and
all of said Bonds and coupons shall have the same right, lien and privilege
under the Indenture and shall be equally and proportionately secured thereby
(except as any sinking, depreciation or other analogous fund established in
accordance with the provisions of the Indenture may afford additional security
for the Bonds of any particular series), with the same effect as if all of the
Bonds and coupons had been issued, sold
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and negotiated simultaneously on the date of the delivery of the Original
Indenture.
THE COMPANY HEREBY DECLARES that it holds and will hold and apply all
property and rights, described in paragraph G of Clause IX of the Original
Indenture as specifically reserved and excepted, upon the trusts as set forth in
the Indenture, and as the Trustee (or any purchaser upon any sale of the
mortgaged property) shall for such purpose direct from time to time to the
fullest extent permitted by law or in equity and by any instruments creating the
same, as fully as if the same could be and had been hereby granted, conveyed,
mortgaged, pledged, transferred and assigned to and vested in the Trustee.
It is hereby covenanted, declared and agreed by and between the parties
hereto that all Bonds and coupons, if any, are to be authenticated, delivered
and issued and that all property subject or to become subject to the Indenture
is to be held, subject to the further covenants, conditions, uses and trusts set
forth in the Indenture, and the Company for itself and its successors or assigns
does hereby covenant and agree to and with the Trustee and its successor or
successors in such trust, for the benefit of those who shall hold said Bonds, or
coupons, or any of them, as follows:
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ARTICLE ONE.
BONDS OF THE 2020 SERIES
AND CERTAIN PROVISIONS RELATING THERETO.
Section 1.01. A. TERMS OF BONDS OF THE 2020 SERIES. There shall be and
hereby is created a new series of Bonds, known as and entitled "First Mortgage
Bonds, 9.44% Series due 2020" (herein referred to as the "Bonds of the 2020
Series"). The principal amount of the Bonds of the 2020 Series shall be and
hereby is limited, except for duplicate Bonds authenticated and delivered
pursuant to Section 3.12 of the Original Indenture, to Six Million Five Hundred
Thousand Dollars ($6,500,000) in aggregate principal amount.
The definitive Bonds of the 2020 Series shall be registered Bonds without
coupons of the denomination of $100,000 or any multiple thereof.
The Bonds of the 2020 Series will, notwithstanding the provisions of
Section 3.05 of the Original Indenture, be dated and bear interest from the date
of initial issue and payment to the Company by the purchaser or purchasers
thereof. All Bonds of the 2020 Series shall mature February 15, 2020, and will
bear interest at the rate of 9.44% per annum until the payment of the principal
thereof, such interest to be payable on August 15, 1990 and thereafter
semi-annually on February 15 and August 15 in each year. The principal of, the
premium, if any, and interest on, the Bonds of the 2020 Series will be paid in
any coin or currency of the United States of America which at the time of
payment is legal tender for the payment of public and private debts, at the
principal corporate trust office of the Trustee in Canton, Massachusetts. For
purposes of this Twelfth Supplemental Indenture and the Bonds of the 2020
Series, the term "premium" shall include any "Make Whole Amount", as the latter
term is defined in such Bonds.
The definitive Bonds of the 2020 Series, notwithstanding the provisions of
Section 3.04 of the Original Indenture, may be printed, typed or otherwise
reproduced in any manner satisfactory to the Trustee without the use of
engraving or steel engraved borders.
As permitted by the provisions of Section 3.10 of the Original Indenture
and upon payment at the option of the Company
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of the charges provided in Section 3.11 of the Original Indenture, Bonds of the
2020 Series may be exchanged for a new Bond or Bonds of different authorized
denominations of like aggregate principal amount.
The Trustee hereunder shall, by virtue of its office as such Trustee, be a
paying agent of the Company for the purpose of the payment of the principal of
and premium, if any, and interest on the Bonds of the 2020 Series and the
registrar and transfer agent of the Company for the purpose of registering and
transferring Bonds of the 2020 Series.
B. FORM OF BONDS OF THE 2020 SERIES The Bonds of the 2020 Series and
the Trustee's authentication certificate to be executed on all of the Bonds of
said series, shall be in substantially the following forms, respectively:
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[FORM OF BOND OF THE 2020 SERIES]
This Bond has not been registered under the Securities Act of 1933 and may
not be sold, assigned or transferred in the absence of such registration
or a written opinion of counsel reasonably satisfactory to the Company to
the effect that such sale, assignment or transfer is not a transaction
requiring registration of this Bond under the Securities Act of 1933.
No. RG $
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FALL RIVER GAS COMPANY
FIRST MORTGAGE BOND, 9.44% SERIES DUE 2020
DUE FEBRUARY 15, 2020
FALL RIVER GAS COMPANY, a Massachusetts corporation (hereinafter sometimes
called the "Company"), for value received, hereby promises to pay to_________ ,
or registered assigns, _______________________Dollars ($_____________________ )
on February 15, 2020, and to pay to said payee, or registered assigns,
interest hereon from the date hereof at the rate of 9.44% per annum,
semi-annually on the fifteenth day of February and August in each year until
payment of the principal hereof. To the extent permitted by law, interest shall
be payable on any overdue principal or interest at the rate of 11.44% per annum;
interest at the rate of 11.44% per annum shall accrue from the date such
principal or interest was due and payable, disregarding for this purpose any
period of grace used in determining the existence of a default under the
Indenture (as hereinafter defined).
The principal of and the premium, if any, and interest on this bond will
be paid in any coin or currency of the United States of America which at the
time of payment is legal tender for the payment of public and private debts, at
the principal corporate trust office of the Trustee, or its successor in trust,
in Canton, Massachusetts.
This bond is one of the bonds, of the above designated
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series, of an authorized issue of bonds of the Company known as First Mortgage
Bonds, all issued or issuable in one or more series under and equally and
proportionately secured (except insofar as any sinking fund, depreciation fund
or other fund established in accordance with the provisions of the Indenture
hereinafter mentioned may afford additional security for the bonds of any
specific series) by an Indenture of First Mortgage dated as of December 1, 1952,
as supplemented and modified by a First Supplemental Indenture dated as of
January 1, 1955, and supplemented by a Second Supplemental Indenture dated as of
September 1, 1957, a Third Supplemental Indenture dated as of December 1, 1957,
a Fourth Supplemental Indenture dated as of February 1, 1958, a Fifth
Supplemental Indenture dated as of May 1, 1959, a Sixth Supplemental Indenture
dated as of May 1, 1961, a Seventh Supplemental Indenture dated as of November
1, 1961 and an Eighth Supplemental Indenture dated as of November 1, 1966,
each executed and delivered by the Company to Old Colony Trust Company, Boston,
Massachusetts, as Trustee, to which The First National Bank of Boston, Boston,
Massachusetts is successor Trustee (herein said The First National Bank of
Boston, as said trustee, and its successors under said Indenture sometimes
called the "Trustee"), a Ninth Supplemental Indenture dated as of June 1, 1971,
a Tenth Supplemental Indenture dated as of June 1, 1981, an Eleventh
Supplemental Indenture dated as of December 15, 1989 and a Twelfth Supplemental
Indenture dated as of December 20, 1989 executed and delivered by the Company to
the Trustee, and all indentures supplemental thereto (herein sometimes called
the "Indenture") reference to which is hereby made for a description of the
property mortgaged and pledged as security for said bonds, the nature and extent
of the security, and the rights, duties and immunities thereunder of the
Trustee, the rights of the holders of said bonds and of the Trustee and of the
Company in respect of such security, and the terms upon which said bonds may be
issued thereunder; but neither the foregoing reference to the Indenture nor any
provision of this bond or of the Indenture or of any indenture supplemental
thereto shall affect or permit any impairment of the obligation of the Company,
which is absolute and unconditional, to pay at the stated or accelerated times
herein provided, the principal of and the premium, if any, and the interest on
this bond as herein provided.
The bonds of this series are entitled to the benefits of a Guaranty and
Negative Pledge Agreement to which reference is made in the Bond Purchase
Agreement of even date herewith between the
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Company and the original holder of the bonds of this series and the Endorsement
endorsed hereon or attached hereto.
The bonds of this series are subject to redemption prior to maturity as a
whole or in part at the option of the Company at any time on or after February
15, 2005 and prior to maturity, upon payment of the principal amount of bonds to
be redeemed plus (i) accrued interest thereon and (ii) an amount equal to the
Make-Whole Amount. Notwithstanding the provisions of Section 8.05 of the
Indenture, no trust moneys (as such term is defined in the Indenture) may be
applied by the Trustee at any time to the redemption prior to maturity of any
bonds of this series.
As used herein, the following terms shall have the following respective
meanings:
The term "Make Whole Amount" shall mean at any time with respect to any
redemption of the bonds of this series, to the extent that the Treasury Rate at
such time is lower than 9.44% per annum, the excess of (a) the present value of
the principal and interest payments on and in respect of the bonds of this
series being redeemed that would otherwise become due and payable (without
giving effect to such redemption), discounted at a rate which is equal to the
Treasury Rate (plus, in the case of redemptions on or after February 15, 2005
and on or before February 15, 2015, 30 basis points) over (b) the principal
amount of the bonds of this series being redeemed, at par. To the extent that
the Treasury Rate at the time of such redemption is equal to or higher than
9.44% per annum, the Make Whole Amount is zero.
The term "premium" shall include any Make Whole Amount.
The term "Treasury Rate" shall mean at any time with respect to any bonds
of this series being redeemed, the arithmetic average of the two most recent
yields to maturity on the United States Treasury obligation with a constant
maturity (as compiled by and published by the United States Federal Reserve
Statistical Release designated H.15(519) or its successor publication for the
two business days next preceding the date of such redemption) most nearly equal
to (by rounding to the nearest month) the Weighted Average Life to Maturity of
the bonds of this series then being redeemed.
The term "Weighted Average Life to Maturity" shall mean, at
17
any date, the number of years obtained by dividing the then Remaining
Dollar-years of the bonds of this series being redeemed by the then outstanding
principal amount of such bonds. For purposes of this definition, the "Remaining
Dollar-years" of any bonds of this series being redeemed shall mean, at any
date, the total of the products obtained by multiplying (a) the amount of each
then remaining installment, sinking fund, serial maturity or other required
payment, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.
If this bond or any portion thereof ($1,000 or any multiple thereof) is
duly designated for redemption, if payment of the principal hereof or of such
portion, together with accrued interest, and the Make Whole Amount is
irrevocably provided for and if notice of such redemption is duly given or
provided for, all as specified in the Indenture, this bond or such portion shall
cease to be entitled to the lien of the Indenture from and after the date such
payment and notice are irrevocably so provided for and shall cease to bear
interest from and after the date fixed for redemption.
In the event of the selection for redemption of a portion only of the
principal of this bond, payment of the redemption price will be made at the
option of the registered owner, either (a) upon notation hereon by the holder of
this bond of such payment of the portion of the principal of this bond so called
for redemption, or (b) upon surrender of this bond in exchange for a bond or
bonds for the unredeemed balance of the principal amount of this bond.
The Indenture contains provisions permitting the Company and the Trustee,
with the consent of the holders of not less than sixty-six and two-thirds
percent in principal amount of the bonds at the time outstanding (determined as
provided in the Indenture) including, if more than one series of bonds shall be
at the time outstanding, not less than sixty-six and two-thirds percent in
principal amount of the bonds at the time outstanding of each series affected,
to effect, by an indenture or indentures supplemental to the Indenture,
modifications or alterations of the Indenture and of the rights and obligations
of the Company and of the holders of the bonds and coupons; provided, however,
that no such modification or alteration shall be made without the consent of the
registered owner hereof which will (a) extend the
18
maturity of this bond or reduce the rate or extend or otherwise change the time
of payment of interest hereon or reduce the amount of the principal hereof or
reduce any premium payable on the redemption hereof, or (b) permit the creation
of any lien, not otherwise permitted, prior to or on a parity with the lien of
the Indenture, or alter the equal and proportionate security afforded by the
lien of the Indenture for the bonds issued thereunder, or (c) reduce the number
or percentage of the principal amount of the bonds upon the consent of the
holders of which modifications or alterations may be made as aforesaid or
defaults may be waived.
This bond is transferable by the registered owner hereof in person or by
his duly authorized attorney, on books of the Company kept for the purpose, at
the principal corporate trust office of the Trustee upon surrender of this bond
for cancellation and upon payment, if the Company shall so require, of the
charges provided for in the Indenture, and thereupon a new bond of the same
series of like principal amount will be issued to the transferee in exchange
therefor.
The registered owner of this bond at his option may surrender the same for
cancellation at said office and receive in exchange therefor the same aggregate
principal amount of bonds of the same series but of other authorized
denominations upon payment, if the Company shall so require, of the charges
provided for in the Indenture and subject to the terms and conditions therein
set forth.
If a default as defined in the Indenture shall occur, the principal of
this bond may become or be declared due and payable before maturity in the
manner and with the effect provided in the Indenture. The holders, however, of
certain specified percentages of the bonds at the time outstanding, including in
certain cases specified percentages of bonds of particular series, may in the
cases, to the extent and under the conditions provided in the Indenture, waive
past defaults thereunder and the consequences of such defaults.
No recourse shall be had for the payment of the principal of or the
premium, if any, or the interest on this bond, or expenses related thereto or
for any claim based hereon, or otherwise in respect hereof or of the Indenture,
against any incorporator, stockholder, director or officer, past, present or
future, as such, of the Company or of any predecessor or successor corporation,
either directly or through the Company or such predecessor or successor
19
corporation, under any constitution or statute or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all such liability of
incorporators, stockholders, directors and officers, as such, being waived and
released by the holder and owner hereof by the acceptance of this bond and as
provided in the Indenture.
The Company and the Trustee, any paying agent and any bond registrar may
deem and treat the person in whose name this bond is registered, or his
registered assigns, as the absolute owner hereof, whether or not this bond shall
be overdue, for the purpose of receiving payment and for all other purposes and
neither the Company nor the trustee nor any paying agent nor any bond registrar
shall be affected by any notice to the contrary.
This bond shall not become or be valid or obligatory for any purpose until
the authentication certificate hereon shall have been signed by the Trustee.
20
IN WITNESS WHEREOF, FALL RIVER GAS COMPANY has caused these presents,
which are intended to take effect as a sealed instrument, to be executed in its
corporate name by its President or one of its Vice Presidents and its Treasurer
or one of its Assistant Treasurer, under its corporate seal or a facsimile
thereof, attested by its Clerk or one of its Assistant Clerks, all as of
February , 1990.
FALL RIVER GAS COMPANY
By
---------------------------------
President
(Corporate Seal)
By
---------------------------------
Treasurer
Attest:
- - -----------------------------
Assistant Clerk
21
[FORM OF TRUSTEE'S AUTHENTICATION CERTIFICATE]
This is one of the bonds of the series designated therein, described in
the within mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
As Trustee
By
---------------------------------
Authorized Signatory
[FORM OF ASSIGNMENT]
For value received, the undersigned hereby sells, assigns, and transfers
unto (whose Taxpayer Identifying Number is ) the within
bond, and all rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said bond on the books of the Company, with
full power of substitution in the premises.
Dated:
In the presence of:
NOTICE: The signature to this assignment must correspond with the name as
it appears upon the face of the within bond in every particular, without
alteration or enlargement or any change whatever.
[FORM OF ENDORSEMENT OF GUARANTOR]
ENDORSEMENT OF GUARANTOR
This First Mortgage Bond, 9.44% Series due 2020 is entitled to the
benefits of the Guaranty and Negative Pledge Agreement dated February 20, 1990
by and among Fall River Gas Company, Fall River Gas Appliance Company, Inc. and
Allstate Life Insurance Company.
Dated FALL RIVER GAS APPLIANCE COMPANY, INC.
------------------
By
-----------------------------------
President
22
Section 1.02. REDEMPTION PROVISIONS FOR BONDS OF THE 2020 SERIES. The
Bonds of the 2020 Series shall be subject to redemption prior to maturity as a
whole or in part at the option of the Company at any time on or after February
15, 2005 and prior to maturity as set forth in the form of the Bonds of the 2020
Series set forth in Section 1.01 hereof. Notwithstanding the provisions of
Section 8.05 of the Original Indenture, the Company and the Trustee agree that
no trust moneys (as such term is defined in the Original Indenture) may be
applied by the Trustee at any time to the redemption prior to maturity of any
Bonds of the 2020 Series.
Whenever less than all of the outstanding Bonds of the 2020 Series are to
be redeemed, the principal amount of such Bonds to be redeemed shall be prorated
in units of $1,000 each among the holders of the Bonds of the 2020 Series in the
proportion that their respective holdings bear to the aggregate principal amount
of Bonds of the 2020 Series outstanding on the date of selection.
Section 1.03. RESTRICTION ON PAYMENT OF DIVIDENDS ON COMMON STOCK. The
Company shall not (a) declare or pay any dividend (other than dividends payable
in Common Stock of the Company) or make any other distribution on any shares of
Common Stock, (b) make any expenditures for the purchase, redemption or other
retirement for a consideration of any shares of capital stock of the Company
(other than in exchange for, or from the proceeds of, other and new shares of
capital stock of the Company and other than any class of preferred stock
required to be purchased, redeemed or otherwise retired for any sinking fund or
purchase fund for such class of stock), or (c) make any loans or advances to or
investments in any securities of any subsidiary of the Company (other than from
the proceeds of new shares of capital stock of the Company), if the aggregate
amount of all such dividends, distributions, expenditures, loans, advances and
investments made since December 31, 1989, would exceed the aggregate amount of
the net income of the Company accumulated after December 31, 1989, plus the sum
of $2,000,000.
Net income of the Company for the purpose of this Section shall mean (a)
the total operating revenues of the Company, less the total operating expenses,
taxes (including, without limitation, income, excess profits and other taxes
based on or measured by income or undistributed earnings or income), interest
charges and other appropriate items, including provision for maintenance and
provision for retirements, depreciation or
23
obsolescence, which shall be the amount actually charged by the Company on its
books of account, but in respect of depreciable gas utility property not subject
to prior liens shall not be less than the minimum provision for depreciation, as
defined in Section 1.33 of the Original Indenture, as amended to date, (b) other
net non-operating income and (c) other income (less any applicable expenses) of
the Company and after provision for all dividends accrued on any outstanding
stock of the Company having preference over the Common Stock as to dividends,
assets or otherwise, all of the foregoing determined in accordance with sound
accounting practice, PROVIDED, HOWEVER, that in determining the net income of
the Company for the purposes of this Section no deduction or adjustment shall be
made for or in respect of any charges or credits which under sound accounting
practice are not appropriate charges or credits in determining net income and,
without limiting the generality of the foregoing, no deduction or adjustment
shall be made for or in respect of (a) profits or losses from sales, abandonment
or other disposition of property or other capital assets or from the
reacquisition of any securities of the Company, or taxes on or in respect of any
such profits; (b) any change in or adjustment of the book value of any assets
owned by the Company; (c) any earned surplus adjustment (including tax
adjustments) applicable to any period prior to January 1, 1990; or (d)
amortization, retirement or elimination of gas utility plant adjustment accounts
or intangibles.
A subsidiary of the Company for the purposes of this Section shall mean
any corporation a majority of the stock of which having ordinary voting power
not contingent upon a condition of default is owned by the Company or any other
subsidiary of the Company.
Section 1.04. INDEBTEDNESS. Unless the holders of two-thirds in principal
amount outstanding of the Bonds of the 2020 Series shall otherwise generally or
specifically as to a particular instance consent thereto in writing, (a) the
Company shall not permit its aggregate indebtedness for borrowed money at any
time to exceed 65% of the Company's total capitalization and (b) the Company
shall not at any time incur or become liable for any bonded indebtedness,
including, but not limited to, the issuance of any Bonds, unless the net income
available for interest of the Company for a period of 12 consecutive calendar
months within the 15 calendar months immediately preceding the month in which
the Company proposes to incur or become liable for such indebtedness is at least
two times the fixed annual interest
24
charges on all indebtedness for borrowed money of the Company, including such
bonded indebtedness.
As used herein, the following terms shall have the following respective
meanings:
The term "total capitalization" shall mean at any time the sum of (a)
the principal amount of all outstanding indebtedness of the Company for
borrowed money, (b) the aggregate amount of par or stated capital
represented by all issued and outstanding capital stock of all classes of
the Company having preference as to dividends or upon liquidation over its
common stock, if any, and (c) the common stock equity of the Company.
The term "common stock equity" shall be the sum of the amount of par or
stated capital represented by all issued and outstanding common stock
(excluding treasury stock), all premiums on capital stock of the Company
of all classes, and the surplus (including retained earnings and paid-in
or capital surplus) of the Company, less (a) any unamortized debt discount
and expense, unamortized extraordinary property losses and capital stock
discount and expense set forth on the asset side of the balance sheet, and
(b) the excess, if any, of the aggregate amount payable on involuntary
dissolution, liquidation or winding up of the Company on any outstanding
shares of the Company having a preference as to dividends or upon
liquidation over the common stock, over the aggregate amount of par or
stated capital represented by any such outstanding shares; PROVIDED,
HOWEVER, that no deduction shall be made in the determination of common
stock equity for any of the amounts or items referred to in clauses (a)
and (b) of this paragraph which are, at the time of the determination of
the common stock equity, being amortized or provided for by reserve.
The term "indebtedness for borrowed money" shall include all
indebtedness of the Company for borrowed money (whether long or short
term) of every kind and nature and any guaranty of the indebtedness of
another but shall not include:
(1) Current liabilities of the Company (other than for money
borrowed) incurred in the ordinary course of its
25
business;
(2) Indebtedness of the Company for taxes, assessments or
governmental charges or levies if the same shall not at the time be due
and payable or can be paid thereafter without penalty or shall
concurrently be contested in good faith by appropriate proceedings and
if the Company shall have set aside on its books reserves deemed by it
adequate with respect thereto;
(3) Short term indebtedness for borrowed money incurred from time
to time for purposes of purchasing gas supplies, but only to the extent
that the Company's Cost of Gas Adjustment Clause then reflects an
under-collection of allowable costs equal to or greater than the
outstanding balance of such indebtedness; and provided further,
however, that the exclusion within this paragraph (3) shall not apply
if such indebtedness, if otherwise included within the definition of
"indebtedness for borrowed money," would cause the Company's aggregate
indebtedness for borrowed money to exceed 70% of the Company's total
capitalization; or
(4) Judgments or awards in respect of which the Company shall in
good faith be prosecuting an appeal or proceedings for review and in
respect of which it shall have secured a subsisting stay of execution
or sale pending such appeal of proceedings.
The term "net income available for interest" of the Company shall
mean (a) the total operating revenues of the Company, less the total operating
expenses, taxes (excluding income, excess profits and other taxes based on or
measured by income or undistributed earnings or income), and other appropriate
items, including provision for maintenance and provision for retirements,
depreciation or obsolescence, which shall be the amount actually charged by the
Company on its books of account but in respect of depreciable gas utility
property not subject to prior liens shall not be less than the minimum provision
for depreciation, as defined in Section 1.33 of the Original Indenture, as
amended to date, (b) other net non-operating income and (c) other income (less
any applicable expenses), of the Company, all of the foregoing determined in
accordance with sound accounting practice; provided, however, that in
determining the net income of the Company for the
26
purposes of this Section no deduction or adjustment shall be made for or in
respect of any charges or credits which under sound accounting practice are not
appropriate charges or credits in determining net income and, without limiting
the generality of the foregoing, no deduction or adjustment shall be made for or
in respect of (a) profits or losses from sales, abandonment or other disposition
of property or other capital assets or from the reacquisition of any securities
of the Company, or taxes on or in respect of any such profits; (b) any change in
or adjustment of the book value of any assets owned by the Company; (c) any
earned surplus adjustment (including tax adjustments) applicable to any period
prior to January 1, 1990; or (d) amortization, retirement or elimination of gas
utility plant adjustment accounts or intangibles.
Section 1.05. DEPRECIATION. So long as any of the Bonds of the 2020 Series
are outstanding (whether or not any Bonds of the 1996 Series are outstanding),
the term "minimum provision for depreciation" shall have the meaning defined in
Section 1.33 of the Original Indenture as modified by Clause (6) of Article Two
of the First Supplemental Indenture as to the period during which any Bonds of
the 1980 Series were outstanding.
SECTION 1.06. DURATION OF EFFECTIVENESS OF ARTICLE ONE. This Article
shall be of force and effect only so long as any Bonds of the 2020 Series are
outstanding.
ARTICLE TWO
Principal Amount of Bonds of the 2020 Series
Presently to be Issued
Section 2.01. The total aggregate principal amount of Bonds of the 2020
Series presently to be issued and outstanding under the provisions of and
secured by the Indenture, will be Six Million Five Hundred Thousand Dollars
($6,500,000). Additional Bonds, other than Bonds of the 1996 Series and Bonds of
the 2020 Series or of any other series established after the execution and
delivery of this Twelfth Supplemental Indenture may from time to time be
authenticated, delivered and issued pursuant to the terms of the Indenture,
except that no further Bonds shall be issued pursuant to the provisions of the
second paragraph of Section 5.01 of the Original Indenture inserted therein by
the provisions of Article Two, Clause (9) of the First Supplemental Indenture.
27
Section 2.02. Upon the execution and delivery of this Twelfth Supplemental
Indenture, or from time to time thereafter, Six Million Five Hundred Thousand
Dollars ($6,500,000) principal amount of Bonds of the 2020 Series may be
executed by the Company and delivered to the Trustee and shall thereupon be
authenticated and delivered by the Trustee to and upon the written order of the
Company, upon compliance by the Company with the provisions of Article Five of
the Original Indenture.
ARTICLE THREE
Miscellaneous
Section 3.01. This Twelfth Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Original Indenture as supplemented
and modified by the First Supplemental Indenture and supplemented by the Second,
Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth and Eleventh
Supplemental Indentures, and shall form a part thereof, and the Original
Indenture and the First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth,
Ninth, Tenth and Eleventh Supplemental Indentures are hereby confirmed. Except
to the extent inconsistent with the express terms hereof, all of the provisions,
terms, covenants and conditions of the Original Indenture as supplemented and
modified by the First Supplemental Indenture and supplemented by the Second,
Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth and Eleventh
Supplemental Indentures shall be applicable to the Bonds of the 2020 Series to
the same extent as if specifically set forth herein. All terms used in this
Twelfth Supplemental Indenture shall be taken to have the same meaning as in the
Original Indenture as so supplemented and modified except in cases where the
context clearly indicates otherwise.
Section 3.02. All recitals in this Twelfth Supplemental Indenture are made
by the Company only and not by the Trustee; and all of the provisions contained
in the Original Indenture as so supplemented and modified in respect of the
rights, privileges, immunities, powers and duties of the Trustee shall be
applicable in respect hereof as fully and with like effect as if set forth
herein in full.
Section 3.03. The Company covenants that it is lawfully seized and
possessed at the date of execution of this Twelfth
28
Supplemental Indenture of all the trust estate described in this Twelfth
Supplemental Indenture, except as specifically otherwise stated in this Twelfth
Supplemental Indenture, and that all the trust estate so described is free and
clear of any lien other than the lien of the Indenture and permitted
encumbrances; that the Company will warrant and forever defend all the trust
estate so described to the Trustee against the claims of all persons whomsoever
except as in the Indenture specifically otherwise stated, that it will maintain
and preserve the lien of the Indenture so long as any of the Bonds issued under
the Indenture are outstanding; and that it has good right and lawful authority
to subject all the trust estate so described to the lien of the Indenture as
provided in and by the terms of the Indenture.
Section 3.04. Notwithstanding any provisions of the Indenture or the Bonds
of the 2020 Series, so long as the original registered holder or any subsequent
registered holder of Bonds of the 2020 Series which is a bank, insurance company
or other institutional investor shall hold any of the Bonds of the 2020 Series,
all payments of interest on the Bonds of the 2020 Series, and all payments on
account of principal or premium, if any, shall be made directly to each such
registered holder or its nominee at such address as may from time to time be
furnished by such holder in writing without surrender or presentation of such
Bonds of the 2020 Series to the Trustee (except that such holder shall surrender
a Bond within a reasonable period of time following receipt of payment, by
redemption or otherwise, of such Bond of the 2020 Series in whole) and with
respect to each such original holder such payments shall be made in accordance
with the provisions of any written agreement between such original holder and
the Company which shall have been communicated and consented to by the Trustee.
The Trustee hereby consents to the method of payment described in
"Schedule I" to the Bond Purchase Agreement dated February 20, 1990 between the
Company and such original holder. The Trustee also consents to the provisions of
sections 9.1, 9.2 and 9.3 of said Bond Purchase Agreement and agrees that if a
mutilated, destroyed or lost Bond of the 2020 Series was held by the original
holder or any other institutional holder of recognized standing and sound
financial condition reasonably satisfactory to the Company or any nominee for
the original holder or such other institutional holder (a) an agreement of
indemnity reasonably satisfactory to the Company from such original holder or
such other institutional holder, as the case
29
may be, shall constitute indemnity satisfactory to it for the purposes of the
Indenture and (b) the Trustee will look only to the Company for reimbursement of
its expenses incurred in connection with such replacement.
Section 3.05. This Twelfth Supplemental Indenture may be executed in
several counterparts and on separate counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts,
or as many of them as the Company and the Trustee shall preserve undestroyed,
shall together constitute but one and the same instrument.
30
IN WITNESS WHEREOF, Fall River Gas Company has caused this Twelfth
Supplemental Indenture to be signed in its corporate name and behalf by its
President or one of its Vice Presidents and by its Treasurer or one of its
Assistant Treasurers and its corporate seal to be hereunto affixed and attested
by its Clerk or one of its Assistant Clerks, and The First National Bank of
Boston in token of its acceptance of the trust hereby created has caused this
Twelfth Supplemental Indenture to be signed in its name and behalf by one of
its ___________________________, and its corporate seal to be hereunto affixed
and attested by one of its ______________________ , all on the _____ day of
February, 1990, but as of the day and year first above written.
FALL RIVER GAS COMPANY
By
---------------------------------
, President
and By
-----------------------------
, Treasurer
Attest:
(Corporate Seal)
- - ------------------------------
, Assistant Clerk
THE FIRST NATIONAL BANK OF BOSTON
By
---------------------------------
[Title]
Attest: (Corporate Seal)
- - -----------------------------------
[Title]
31
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) SS.:
At Boston on this ___ day of February, 1990, before me appeared _________
and _______________, to me personally known, who, being by me duly sworn, did
say that they are the President and Treasurer, respectively, of the Fall River
Gas Company, and that the seal affixed to the foregoing instrument is the
corporate seal of said Company, and that the said instrument was signed and
sealed by them on behalf of said Company by authority of its Board of Directors,
and the said ________________and _______________acknowledged said instrument to
be the free act and deed of said Company.
----------------------------------
Notary Public
My commission expires:
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS )
COUNTY OF SUFFOLK ) SS.:
At Boston on this____ day of February, 1990, before me appeared
_________, to me personally known, who, being by me duly sworn, did say that
he is _______ a of The First National Bank of Boston, and that the seal affixed
to the foregoing instrument is the corporate seal of said Bank, and that the
said instrument was signed and sealed on behalf of said Bank by authority of
its Board of Directors and the said _____________acknowledged said instrument
to be the free act and deed of said Bank.
----------------------------------
Notary Public
My commission expires:
(Notarial Seal)