EXHIBIT B
OPEN ACCOUNT ADVANCE
SUBORDINATED PROMISSORY NOTE
$_____________________ DATED:_________________
FOR VALUE RECEIVED, the undersigned NEW ENGLAND ELECTRIC RESOURCES, INC.
(NEERI), a Massachusetts corporation hereby promises to pay to NEW ENGLAND
ELECTRIC SYSTEM (XXXX) ON DEMAND, but in any event, no later than ____________
the principal sum of ________________________ DOLLARS ($____________) or, if
less, the aggregate unpaid principal amount of all advances made by XXXX to
NEERI pursuant to authority granted by orders of the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935 (the 1935 Act)
without interest. All such advances and all payments made on account of the
principal hereof shall be recorded by XXXX and endorsed on the grid attached
hereto which is part of this Subordinated Promissory Note.
TERMS OF SUBORDINATION
(a) The principal on this Subordinated Promissory Note is and shall be
subordinated in right of payment in all respects to all other indebtedness of
NEERI to any lender which is not an "affiliate" of NEERI, as that term is
defined in the 1935 Act (hereinafter, "Senior Debt").
(b) Without limiting the foregoing subparagraph (a), (i) no payment on
this Subordinated Promissory Note shall be made or received, directly or
indirectly, in cash or other property or by set-off or in any other manner
(including, without limitation, from or by way of collateral), so long as any
Senior Debt remains outstanding, except that prepayments of principal on this
Subordinated Promissory Note may be made and received so long as, but only so
long as, at the time of such payments and immediately after giving effect
thereto, no Event of Default, or event which, with the giving of notice or the
lapse of time, or both, would become an Event of Default exists under the
provisions of any Senior Note or any other instrument evidencing Senior Debt or
any agreement under which Senior Debt is then outstanding, and (ii) in the event
of any insolvency or bankruptcy proceedings directly or indirectly involving
XXXXX, then all principal of and interest (including, without limitation, any
and all interest which shall accrue after the filing of any petition in
bankruptcy) on, the Senior Debt shall first be paid in full before any payment
on account of principal, premium (if any) or interest is made upon this
Subordinated Promissory Note, and in any such proceedings any payment or
distribution of any kind or character, whether in cash, securities or other
property, to which the holder of this Subordinated Promissory Note would be
entitled if this Subordinated Promissory Note were not subordinated to the
Senior Debt shall be made by the liquidating trustee or agent or other person
making such payment or distribution, or by the holder of this Subordinated
Promissory Note if received by him, directly to the holders of the Senior Debt
to the extent necessary to make payment in full of the Senior Debt remaining
unpaid, after giving effect to any concurrent payment or distribution to or for
the holders of the Senior Debt.
(c) The foregoing provisions regarding subordination are intended solely
for the purpose of defining the relative rights of the holders of the Senior
Debt on the one hand and the holder of this Subordinated Promissory Note on the
other hand. Nothing contained herein, is intended to or shall impair, as
between XXXXX and the holder of this Subordinated Promissory Note, the
obligation of NEERI to pay to the holder of this Subordinated Promissory Note
the principal of such Subordinated Promissory Note, subject, in each case, to
the rights under the foregoing subparagraphs of the holders of the Senior Debt.
NEW ENGLAND ELECTRIC RESOURCES, INC.
By:_______________________________
Title:
