DEALER MANAGER AGREEMENT
October 12, 1998
Xxxxxxx Xxxxx Xxxxxx, Inc.
As Dealer Manager
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Long Island Lighting Company d/b/a LIPA (the "Purchaser") plans to make
Offers for any and all of its 7.30% Debentures Due 2000 (the "7.30%
Debentures"), 6.25% Debentures Due 2001 (the "6.25% Debentures"), 7.05%
Debentures Due 2003 (the "7.05% Debentures"), 7.00% Debentures Due 2004 (the
"7.00% Debentures"), 7.125% Debentures Due 2005 (the "7.125% Debentures") and
9.00% Debentures Due 2022 (the "9.00% Debentures" and together with each of the
other series of debentures specified in this sentence, the "Securities") (each
an "Offer" and collectively the "Offers") upon the terms and subject to the
conditions set forth in the Offer to Purchase and Consent Solicitation Statement
and the Letter of Transmittal (including the attachments thereto) attached
hereto as Exhibit A (collectively, the "Offer Letter"). Capitalized terms used
herein and not defined shall have the meaning ascribed to them in the Offer to
Purchase and Consent Solicitation Statement.
In conjunction with the Offers, the Purchaser is soliciting (the
"Solicitation") consents (the "Consents") from Holders of the Securities of at
least 66 2/3% of the outstanding aggregate principal amount of all series of
Securities to the adoption of a certain amendment to the Indentures under which
the Securities were issued.
The Purchaser hereby appoints Xxxxxxx Xxxxx Barney, Inc. as Dealer Manager
(the "Dealer Manager") in connection with the Offers and the Solicitation and
authorizes the Dealer Manager to act on its behalf in accordance with this
agreement (the "Agreement") and the terms of the Offer Letter, which Offer
Letter has been approved by the Purchaser and which the Dealer Manager is
authorized to use in connection with the solicitation of tenders and Consents.
The Dealer Manager agrees to furnish no written material to holders in
connection with the Offers and the Solicitation other than the Offer Letter.
The Purchaser and the Dealer Manager acknowledge and agree that the Offers
will not comply with Rule 14e-1 under the Securities Exchange Act of 1934, as
amended ("Rule 14e-1") to the extent permitted under the no-action letters to
Merrill, Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated available July 19, 1993, The
Times Mirror Company available November 15, 1994 and Salomon Brothers Inc.
available October 1, 1990.
1. Solicitation of Tenders and Consents.
(a) The Dealer Manager will use its best efforts to solicit tenders of
Securities and Consents pursuant to the Offers. The Dealer Manager shall have no
liability to the Purchaser hereunder or for any act or omission on the part of
any securities broker or dealer, commercial bank or trust company which may
solicit tenders or Consents hereunder except for the gross negligence or willful
misconduct of the Dealer Manager.
(b) The Purchaser will not use or publish any material in connection with
the Offers and Solicitation, or refer to the Dealer Manager in any such
material, without first obtaining the consent of the Dealer Manager. The
Purchaser will promptly inform the Dealer Manager of any events known to the
Purchaser that might require any change in the Offer Letter. The Purchaser will
promptly inform the Dealer Manager of any litigation or administrative action
known to the Purchaser with respect to the Offers and the Solicitation.
(c) The Purchaser agrees to furnish to the Dealer Manager, to the extent
the same is available to the Purchaser, the names and addresses of, and
principal amount of Securities held by, the registered holders and beneficial
owners of Securities or interests therein as of a recent date. The Dealer
Manager will use such information only in connection with the Offers and the
Solicitation and will not furnish such information to any other person except in
connection with the Offers and the Solicitation.
2. Compensation and Expenses.
(a) The Purchaser shall pay to the Dealer Manager, as compensation for its
services as Dealer Manager, if the Securities tendered pursuant to the Offers
are purchased, a fee of 0.25% for each $1,000 principal amount of the
outstanding Securities purchased pursuant to the Offers, payable concurrently
with the payment for Securities by the Purchaser under the Offers.
(b) Whether or not any Securities are purchased pursuant to the Offers,
the Purchaser shall pay all expenses of the preparation, printing, mailing and
publishing of the Offer Letter and all its other expenses in connection with the
Offers and the Solicitation, together with all of the Dealer Manager's expenses,
including its out-of-pocket expenses (which will be documented at the request of
the Purchaser) and the fees and the disbursements of the Dealer Manager's
counsel, incurred by the Dealer Manager in connection with its serving as Dealer
Manager.
3. Certain Representations and Warranties by the Purchaser.
The Purchaser represents and warrants to the Dealer Manager that:
(a) The Purchaser is validly existing as a New York corporation in
good standing under the laws of the State of New York.
(b) The Purchaser has duly taken all necessary corporate action to
authorize the making of the Offers and the execution, delivery and
performance of this Agreement; and this Agreement has been duly executed
and delivered by the Purchaser.
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(c) The Offer Letter does not and (as amended or supplemented, if
amended or supplemented) will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements made, in the light of
the circumstances under which they were made, not misleading.
(d) The making and consummation of the Offers, including any related
borrowings or other provisions for the payment for Securities by the
Purchaser, and the execution, delivery and performance by the Purchaser of
this Agreement do not and will not conflict with, or result in the
acceleration of any obligation under or in a breach of, or constitute a
default under, any of the provisions of any material resolution,
indenture, loan agreement or mortgage to which the Purchaser is a party or
by which it is bound or to which any material part of its property or
assets is subject, and do not and will not contravene in any material
respect, any Federal, state or local law, rule or regulation known to the
Purchaser, or any order applicable to the Purchaser of any court or of any
other governmental agency or instrumentality having jurisdiction over it
or any material part of its property.
4. Certain Representations and Warranties by the Dealer Manager.
The Dealer Manager represents and warrants to the Purchaser that:
(a) All actions taken by it as Dealer Manager will comply in all
material respects with all applicable laws, regulations and rules of the
United States, including, without limitation, the no-action positions
taken by the Staff of the Securities and Exchange Commission in Merrill,
Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated available July 19, 1993, The
Times Mirror Company available November 15, 1994 and Salomon Brothers Inc.
available October 1, 1990, the applicable rules and regulations of the
registered national securities exchanges of which the Dealer Manager is a
member and of the National Association of Securities Dealers, Inc. and
state securities laws.
(b) During the period of the Offers, none of the Dealer Manager nor
any of its affiliates shall effect any transactions in the Securities or
the applicable U.S. Treasury Reference Notes listed on the cover page of
the Offer to Purchase and Consent Solicitation Statement, for the purpose
of creating actual, or apparent, active trading in, or raising or
depressing the price of, the Securities or such applicable U.S. Treasury
Reference Notes.
5. Conditions of Obligation.
The obligation to act as Dealer Manager hereunder shall at all times be
subject, in its discretion, to the conditions that:
(a) All representations, warranties and other statements of the
Purchaser contained herein are now, and at all times during the Offers and
the Solicitation will be, true and correct in all material respects.
(b) The Purchaser at all times during the Offers and the
Solicitation shall have performed all of its material obligations
hereunder and theretofore required to have been performed.
3
(c) Legal counsel to the Purchaser acceptable to the Dealer Manager
shall have furnished to the Dealer Manager, concurrently with the
execution of this Agreement, an opinion, dated the date hereof,
substantially in the form of Exhibit B hereto.
6. Indemnification.
(a) The Purchaser agrees to indemnify and hold harmless the Dealer Manager
and any person, if any, who controls the Dealer Manager within the meaning of
Section 20 of the Securities Exchange Act of 1934, as amended or Section 15 of
the Securities Act of 1933, as amended, from and against any and all claims,
damages, losses, liabilities, costs or expenses (including attorneys' fees) to
which the Dealer Manager may become subject by reason of or in connection with
(i) the Offers and the Solicitation, (ii) the execution and delivery of this
Agreement or the performance, or failure to perform, by the Dealer Manager of
its obligations hereunder, (iii) any breach by the Purchaser of any warranty,
covenant, term or condition in, or the occurrence of any default under, this
Agreement, and (iv) any untrue statement or alleged untrue statement of a
material fact in the Offer Letter or the omission or alleged omission to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading and (v) any other event or transaction contemplated by
any of the foregoing; provided, however, the Dealer Manager shall not be
indemnified for any claims, damages, losses, liabilities, costs or expenses (i)
relating to an untrue statement of a material fact or omission to state a
material fact by the Dealer Manager or such controlling person and (ii) to the
extent, but only to the extent, caused by the willful misconduct or gross
negligence of the Dealer Manager.
(b) The Purchaser agrees to assume the defense of any action against the
Dealer Manager based upon allegations of any such loss, claim, damage, liability
or action, including the retaining of counsel satisfactory to the Dealer Manager
and the payment of counsel fees and all other expenses relating to such defense;
provided, however, that the Dealer Manager may retain separate counsel in any
such action and may participate in the defense thereof at the expense of the
Dealer Manager unless such retaining of separate counsel has been specifically
authorized by the Purchaser; and provided further, that if the Dealer Manager
shall have been advised by counsel that there may be legal defenses available to
the Dealer Manager which are different from or additional to those available to
the Purchaser, then the Purchaser shall not have the right to assume the defense
of the action on behalf of such Dealer Manager, and in such event the said fees
and expenses of the Dealer Manager in defending such action shall be borne by
the Purchaser. The indemnity agreement contained in Section 7(a) hereof will be
in addition to any liability which the Purchaser may otherwise have.
Promptly after receipt by any indemnified party under this Agreement of
notice of the commencement of any action, suit or proceeding, such party will,
if a claim in respect thereof is to be made against the Purchaser, notify the
Purchaser of the commencement thereof, but the omission to notify the Purchaser
will not relieve the Purchaser from any liability which it may have to the
indemnified party.
(c) In order to provide for just and equitable contribution in any case in
which (a) the Dealer Manager (or any person who controls the Dealer Manager
within the meaning of Section 15 of the Securities Act of 1933, as amended or
Section 20 of the Securities Exchange Act of 1934, as amended) would otherwise
be entitled to indemnification pursuant to Section
4
7(a) hereof but it is judicially determined (by the entry of a final judgment or
decree by a court of competent jurisdiction and the expiration of time to appeal
or the denial of the last right of appeal) that such indemnification may not be
enforced in such case notwithstanding the fact that Section 7(a) provides for
indemnification in such case or (b) contribution may be required on the part of
the Dealer Manager or any such controlling person in circumstances for which
indemnification is provided under Section 7(a); in each such case, the Purchaser
and the Dealer Manager shall contribute to the amount paid as a result of such
losses, claims, expenses, damages or liabilities (or actions in respect thereof)
(A) in such proportion as is appropriate to reflect the relative benefits
received by each of the contributing parties on the one hand, and the party to
be indemnified on the other hand, from the Offers and the Solicitation or (B) if
the allocation provided by clause (A) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (A) above but also the relative fault of each of the
contributing parties on the one hand and the party to be indemnified on the
other hand in connection with statements or omissions that resulted in such
losses, claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations; provided, however, that, in any such case (x) the
Dealer Manager shall not be required to contribute any amount in excess of the
compensation paid to the Dealer Manager pursuant to Section 3 hereof, and (y) no
person guilty of a fraudulent misrepresentation shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
Promptly after receipt by any party to this Agreement of notice of the
commencement of any action, suit or proceeding, such party will, if a claim for
contribution in respect thereof is to be made against another party (the
"Contributing Party"), notify the Contributing Party of the commencement
thereof, but the omission to notify the Contributing Party will not relieve it
from any liability which it may have to any other party. In case any such
action, suit or proceeding is brought against any party, and such party notifies
a Contributing Party of the commencement thereof, the Contributing Party will be
entitled to participate therein with the notifying party and any other
Contributing Party similarly notified.
7. Miscellaneous.
(a) The Purchaser shall advise the Dealer Manager promptly of the
occurrence of any event which, in the Purchaser's judgment, could cause the
Purchaser to withdraw, rescind or modify the Offers and the Solicitation.
(b) This Agreement is made solely for the benefit of the Dealer Manager
and the Purchaser and their respective successors, assigns, and legal
representatives, and no other person shall acquire or have any right under or by
virtue of this agreement.
(c) Except as otherwise expressly provided in this agreement, whenever
notice is required by the provisions of this agreement to be given to (i) the
Purchaser, such notice shall be in writing addressed to the Purchaser, at its
office at 000 Xxxxx Xxxxxxxx Xxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000, Attention:
Xxxxxxx Xxxxxxxx, Esq.; and (ii) the Dealer Manager, such notice shall be in
writing addressed to the Dealer Manager, at Xxxxxxx Xxxxx Xxxxxx, Inc., Xxxxx
Xxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X.
Xxxxxxxxx.
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(d) This Agreement contains the entire understanding of the parties with
respect to Xxxxxxx Xxxxx Xxxxxx, Inc. acting as Dealer Manager of the Offers and
the Solicitation, superseding all prior agreements, understandings and
negotiations with respect to such activities by Xxxxxxx Xxxxx Barney, Inc., and
shall be governed by and construed in accordance with the laws of the State of
New York. This Agreement may be executed in any number of separate counterparts,
each of which shall be an original, but all such counterparts shall together
constitute one and the same agreement.
6
Please sign and return to us a duplicate of this letter, whereupon it will
become a binding agreement.
Very truly yours,
LONG ISLAND LIGHTING COMPANY
d/b/a LIPA
By: /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Chief Financial Officer
The undersigned hereby confirms that the foregoing letter, as of the date
thereof, correctly sets forth the agreement between the Purchaser and the
undersigned.
XXXXXXX XXXXX XXXXXX, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
7
EXHIBIT A
Offer to Purchase and Letter of Transmittal and attachments
EXHIBIT B
November 12, 1998
Xxxxxxx Xxxxx Barney, Inc.
As Dealer Manager
0 Xxxxx Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
We have acted as counsel to Long Island Lighting Company d/b/a LIPA (the
"Purchaser"), in connection with the Offers for any and all its 7.30% Debentures
Due 2000 (the "7.30% Debentures"), 6.25% Debentures Due 2001 (the "6.25%
Debentures"), 7.05% Debentures Due 2003 (the "7.05% Debentures"), 7.00%
Debentures Due 2004 (the "7.00% "Debentures"), 7.125% Debentures Due 2005 (the
"7.125% "Debentures"), and 9.00% Debentures Due 2022 (the "9.00% "Debentures"
and together with each of the other series of debentures specified in this
sentence, the "Securities") (each an "Offer" and collectively "Offers").
In conjunction with the Offers, the Purchaser is soliciting ("the
"Solicitation") consents from Holders of the Securities of at least 66 2/3% of
the outstanding aggregate principal amount of all series of Securities to the
adoption of a certain amendment to the Indentures under which the Securities
were issued. Such Offers and Solicitation were made on the terms and subject to
the conditions set forth in those certain documents which are attached as
Exhibit A to the Dealer Manager Agreement referred to below (said letters are
collectively referred to as the "Offer Letter").
In that connection, we have examined the Offer Letter, a signed copy of
the agreement dated October 12, 1998, between the Purchaser and you providing
for your services as Dealer Manager for the Offers and the Solicitation (the
"Dealer Manager Agreement") and such other documents as we have deemed
appropriate for the purpose of this opinion.
We have not undertaken any independent review or investigation of the
foregoing facts. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as photocopies and the
authenticity of the originals of such photocopies. We have also assumed, with
your consent and without undertaking, or having any duty to undertake any
independent investigation, that the representations, warranties, statements and
information as to factual matters made in the agreements and documents mentioned
above or otherwise furnished to us are true and correct.
Based upon such examination and in reliance thereon and having regard for
legal considerations which we deem relevant, we are of the following opinion:
(i) The Purchaser is validly existing and in good standing under
laws of the State of New York.
(ii) The Purchaser has duly taken all necessary corporate action to
authorize the making and consummation of the Offers and the execution,
delivery and performance of the Dealer Manager Agreement, and the Dealer
Manager Agreement has been duly executed and delivered by the Purchaser.
(iii) The making and consummation of the Offers, including any
related borrowings or other provisions for the payment for Securities by
the Purchaser, and the execution, delivery and performance by the
Purchaser of the Dealer Manager Agreement do not and will not violate or
conflict with, result in a breach of, constitute a default under, or
result in the creation of any lien upon any property of LIPA under (a) the
Certificate of Incorporation or the By-Laws of LIPA, (b) any other
agreement or instrument listed on Annex 1 to which LIPA is a party or may
be bound, or (c) Applicable Law.
The opinions herein are further subject to the following limitations and
qualifications:
(a) We express no opinion as to matters of law in jurisdictions
other than the State of New York, the State of California and the federal
laws of the United States.
(b) We express no opinion insofar as to compliance with applicable
anti-fraud statutes, rules or regulations of state, and federal law.
(c) We have assumed, without investigation, there was and will be no
misrepresentation, omission, fraud, duress, undue influence, bad faith or
deceit in connection with the Offers.
For purposes of rendering the opinions expressed above the term
"Applicable Laws" means those laws, rules or regulations of the State of New
York and the State of California and the federal laws, rules or regulations of
the United States of America that, in our experience, are normally applicable to
transactions of the type contemplated by the Offer Letter.
We are not passing upon and do not assume any responsibility for the
accuracy, completeness or fairness of any of the statements contained in the
Offer Letter and make no representation that we have independently verified the
accuracy, completeness or fairness of any such statements. In our capacity as
counsel to LIPA, however, we had conferences and teleconferences with LIPA and
representatives of the Dealer Manager and others, during which conferences and
teleconferences the contents of the Offer Letter and related matters were
discussed. Based on our participation in the above-mentioned conferences and in
reliance thereon and on the records, documents, certificates and opinions herein
mentioned above, we advise you that, during the course of our representation of
LIPA as counsel on this matter, no information came to the attention of the
attorneys in our firm rendering legal services in connection with such
representation which caused us to believe that the Offer Letter at its date
9
and as of the date of this opinion (except for the statements contained in the
"Total Purchase Price" section of the Offer Letter, as to which we express no
opinion or view) contained or contains any untrue statements of a material fact
or omitted or omits to state any material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
This opinion is intended for your use and neither this opinion nor any
part hereof may be delivered to, used or relied upon by any other person or
entity, without our prior written consent except this opinion may be relied upon
by the underwriters with regard to the sale by the Long Island Power Authority
of its Electric System Revenue Bonds, Series 1998B.
This opinion is given as of the date hereof and we assume no obligation to
update or supplement this opinion to reflect any facts or circumstances which
may hereafter come to our attention or any changes in law which may hereafter
occur.
Very truly yours,
Annex 1
--------------------------------------------------------------------------------
Description of Document
--------------------------------------------------------------------------------
(a) Debenture Indenture dated as of November 1, 1986 from LILCO to The
Connecticut Bank and Trust Company, National Association, as Trustee.
-----------------------------------------------------------------------
Seven Supplemental Indentures as follows:
-----------------------------------------------------------------------
Supplemental Indenture
-----------------------------------------------------------------------
Number Date
-----------------------------------------------------------------------
First 11/1/86
-----------------------------------------------------------------------
Second 04/1/89
-----------------------------------------------------------------------
Third 07/1/89
-----------------------------------------------------------------------
Fourth 07/1/92
-----------------------------------------------------------------------
Fifth 11/1/92
-----------------------------------------------------------------------
Sixth 06/1/93
-----------------------------------------------------------------------
Seventh 07/1/93
--------------------------------------------------------------------------------
(b) Debenture Indenture dated as of November 1, 1992 from LILCO to Chemical
Bank, as Trustee.
-----------------------------------------------------------------------
Four Supplemental Indenture as follows:
-----------------------------------------------------------------------
Supplemental Indenture
-----------------------------------------------------------------------
Number Date
-----------------------------------------------------------------------
First 01/1/93
-----------------------------------------------------------------------
Second 03/1/93
-----------------------------------------------------------------------
Third 03/1/93
-----------------------------------------------------------------------
Fourth 03/1/93
--------------------------------------------------------------------------------
(c) Indenture of Trust dated as of December 1, 1989 by and between NYSERDA
and The Connecticut National Bank, as Trustee, relating to the 1989
Series A EFRBs.
-----------------------------------------------------------------------
Indenture of Trust dated as of December 1, 1989 by and between New York
State Energy Research and Development Authority and The Connecticut
National Bank, as Trustee, relating to the 1989 Series B EFRBs.
-----------------------------------------------------------------------
Participation Agreement dated as of December 1, 1989 by and between
NYSERDA and LILCO relating to the 1989 Series A EFRBs.
-----------------------------------------------------------------------
Participation Agreement dated as of December 1, 1989 by and between
NYSERDA and LILCO relating to the 1989 Series B EFRBs.
--------------------------------------------------------------------------------
(d) Indenture of Trust dated as of May 1, 1990 by and between NYSERDA and
The Connecticut National Bank, as Trustee, relating to the 1990 EFRBs.
-----------------------------------------------------------------------
Participation Agreement dated as of May 1, 1990 by and between NYSERDA
and LILCO relating to the 1990 EFRBs.
--------------------------------------------------------------------------------
(e) Indenture of Trust dated as of January 1, 1991 by and between NYSERDA
and The Connecticut National Bank, as Trustee, relating to the 1991
EFRBs.
-----------------------------------------------------------------------
Participation Agreement dated as of January 1, 1991 by and between
NYSERDA and LILCO relating to the 1991 EFRBs.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(f) Indenture of Trust dated as of February 1, 1992 by and between NYSERDA
and IBJ Xxxxxxxx Bank and Trust Company, as Trustee, relating to the
1992 EFRBs, Series A.
-----------------------------------------------------------------------
Participation Agreement dated as of February 1, 1992 by and between
NYSERDA and LILCO relating to the 1992 EFRBs, Series A.
--------------------------------------------------------------------------------
(g) Indenture of Trust dated as of February 1, 1992 by and between NYSERDA
and IBJ Xxxxxxxx Bank and Trust Company, as Trustee, relating to the
1992 EFRBs, Series B.
-----------------------------------------------------------------------
Participation Agreement dated as of February 1, 1992 by and between
NYSERDA and LILCO relating to the 1992 EFRBs, Series B.
--------------------------------------------------------------------------------
(h) Indenture of Trust dated as of August 1, 1992 by and between NYSERDA
and IBJ Xxxxxxxx Bank and Trust Company, as Trustee, relating to the
1992 EFRBs, Series C.
-----------------------------------------------------------------------
Participation Agreement dated as of August 1, 1992 by and between
NYSERDA and LILCO relating to the 1992 EFRBs, Series C.
--------------------------------------------------------------------------------
(i) Indenture of Trust dated as of August 1, 1992 by and between NYSERDA
and IBJ Xxxxxxxx Bank and Trust Company, as Trustee, relating to the
1992 EFRBs, Series D.
-----------------------------------------------------------------------
Participation Agreement dated as of August 1, 1992 by and between
NYSERDA and LILCO relating to the 1992 EFRBs, Series D.
--------------------------------------------------------------------------------
(j) Indenture of Trust dated as of November 1, 1993 by and between NYSERDA
and Chemical Bank, as Trustee, relating to the 1993 EFRBs, Series A.
-----------------------------------------------------------------------
Participation Agreement dated as of November 1, 1993 by and between
NYSERDA and LILCO relating to the 1993 EFRBs, Series A.
--------------------------------------------------------------------------------
(k) Indenture of Trust dated as of November 1, 1993 by and between NYSERDA
and Chemical Bank, as Trustee, relating to the 1993 EFRBs, Series B.
-----------------------------------------------------------------------
Participation Agreement dated as of November 1, 1993 by and between
NYSERDA and LILCO relating to the 1993 EFRBs, Series B.
--------------------------------------------------------------------------------
(l) Indenture of Trust dated as of October 1, 1994 by and between NYSERDA
and Chemical Bank, as Trustee, relating to the 1994 EFRBs, Series A.
-----------------------------------------------------------------------
Participation Agreement dated as of October 1, 1994 by and between
NYSERDA and LILCO relating to the 1994 EFRBs, Series A.
--------------------------------------------------------------------------------
(m) Indenture of Trust dated as of August 1, 1995 by and between NYSERDA
and Chemical Bank, as Trustee, relating to the 1995 EFRBs, Series A.
-----------------------------------------------------------------------
Participation Agreement dated as of August 1, 1995 by and between
NYSERDA and LILCO relating to the 1995 EFRBs, Series A.
--------------------------------------------------------------------------------
(n) Indenture of Trust dated as of December 1, 1997 by and between NYSERDA
and The Chase Manhattan Bank, as Trustee, relating to the 1997 EFRBs,
Series A.
-----------------------------------------------------------------------
Participation Agreement dated as of December 1, 1997 by and between
NYSERDA and LILCO relating to the 1997 EFRBs, Series A.
--------------------------------------------------------------------------------
