EXHIBIT B
OPEN ACCOUNT ADVANCE
SUBORDINATED PROMISSORY NOTE
$_____________________ DATED:_________________
FOR VALUE RECEIVED, the undersigned [Name of Marketing Company]
(Marketing Company), a ____________ corporation hereby promises to pay to NEW
ENGLAND ELECTRIC SYSTEM (XXXX) ON DEMAND, but in any event, no later than
____________ the principal sum of ________________________ DOLLARS
($____________) or, if less, the aggregate unpaid principal amount of all
advances made by XXXX to Marketing Company 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
Marketing Company to any lender which is not an "affiliate" of Marketing
Company, 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
Marketing Company, 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.
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
