EXHIBIT B
________
FORM OF OPEN ACCOUNT ADVANCE
SUBORDINATED PROMISSORY NOTE
$_____________________ DATED:_________________
FOR VALUE RECEIVED, the undersigned XXXX TRANSMISSION
SERVICES, INC. (XXXX Trans), a ____________ corporation hereby
promises to pay to NEW ENGLAND ELECTRIC SYSTEM (XXXX) ON DEMAND,
but in any event, no later than ____________ the principal sum of
________________________ DOLLARS ($____________) or, if less, the
aggregate unpaid principal amount of all advances made by XXXX to
XXXX Trans 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 XXXX Trans to any lender which is not an
"affiliate" of XXXX Trans, 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 XXXX Trans, 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 XXXX
Trans and the holder of this Subordinated Promissory Note, the
obligation of XXXX Trans 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.
XXXX TRANSMISSION SERVICES, INC.
By:_______________________________
Title:
ADVANCES AND
REPAYMENTS OF PRINCIPAL
Advances and payments of principal of this Subordinated promissory Note
were made on the dates and in the amounts specified below:
DATE AMOUNT AMOUNT OF BALANCE OF NOTATION
OF LOAN PRINCIPAL PRINCIPAL MADE BY
PRE-PAID OR UNPAID
REPAID
