Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 1.90M
Business-Combination Transaction
2: EX-1.1 Purchase Agreement 29 130K
3: EX-3.1 Certificate of Incorporation 2 17K
4: EX-3.2 By-Laws 7 29K
5: EX-4.1 Indenture 75 343K
6: EX-4.2 First Supplemental Indenture 95 318K
7: EX-4.3 Form of Series A-1 Bond 10 34K
8: EX-4.4 Form of Series B-1 Bond 10 36K
9: EX-4.5 Registration Rights Agreement 24 107K
10: EX-5.1 Opinion re: Legality 2 16K
11: EX-10.1 Power Purchase and Sales Agreement 44 112K
23: EX-10.10 Interconnection Agreement With Wmeco 47 182K
24: EX-10.11 (800) 688 - 1933 59 249K
25: EX-10.12 Purchase and Sales Agreement Wmeco 57 239K
26: EX-10.13 Form of Exchange Agent Agreement 9 39K
12: EX-10.2 Guaranty 10 41K
13: EX-10.3 Consent and Agreement 8 39K
14: EX-10.4 Security Agreement 17 68K
15: EX-10.5 Form of Mortgage 22 87K
16: EX-10.6 Management and Operation Agreement 44 120K
17: EX-10.6(1) (800) 688 - 1933 2 16K
18: EX-10.7 Service Contract 9 36K
19: EX-10.7(1) Renewal of Service Contract 2 17K
20: EX-10.8 Tax Allocation Agreement 8 38K
21: EX-10.8-1 First Amendment to Tax Allocation Agreement 11 41K
22: EX-10.9 (800) 688 - 1933 47 181K
27: EX-12 Ratio of Earnings to Fixed Charges 1 13K
28: EX-23.1 Consent of Arthur Andersen 1 11K
29: EX-23.3 (800) 688 - 1933 2± 15K
30: EX-23.4 Consent of Pa Consulting Services 2± 14K
31: EX-25.1 Form T-1 7 26K
32: EX-99.1 Letter of Transmittal HTML 71K
33: EX-99.2 Notice of Guaranteed Delivery HTML 26K
34: EX-99.3 Brokers Letter HTML 16K
35: EX-99.4 Client Letter HTML 22K
EX-10.8-1 — First Amendment to Tax Allocation Agreement
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Exhibit 10.8.1
FIRST AMENDMENT TO THE AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT DATED AS OF
JANUARY 1, 1990
This Amendment, dated as of October 26, 1998, to the Amended and
Restated Tax Allocation Agreement, dated as of January 1, 1990 (the
"Agreement"), is made by and among Northeast Utilities (the "Parent Company")
and The Connecticut Light and Power Company, Western Massachusetts Electric
Company, Holyoke Water Power Company, Northeast Utilities Service Company,
Northeast Nuclear Energy Company, Holyoke Power and Electric Company, The Rocky
River Realty Company, The Quinnehtuk Company, Research Park, Inc., Charter Oak
Energy, Inc., HEC, Inc., Public Service Company of New Hampshire, Properties
Inc., North Atlantic Energy Corporation, North Atlantic Energy Service
Corporation, COE Development Corporation, COE Argentina II Corp., COE Tejona
Corporation, COE Ave Fenix Corporation, HEC International Corporation, Mode I
Communications Inc., Select Energy, Inc., WMECO Receivables Corporation, CL&P
Receivables Corporation and any other corporations that become a member of the
Parent Company's affiliated group, as defined in Section 1504(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code") and execute a duplicate
copy of the Agreement or consent to be included in a consolidated federal income
tax return that includes the Parent Company (hereinafter collectively
"subsidiaries" and singly "subsidiary") in accordance with Rule 45(c).(1)
The Agreement is hereby amended as follows:
1. The first unnumbered paragraph of the Agreement is amended to
include as subsidiaries (as of the date on which each of the following companies
became a member of the Parent Company's affiliated group):
Properties Inc., COE Development Corporation, COE Argentina II Corp.,
COE Tejona Corporation, COE Ave Fenix Corporation, HEC International
Corporation, Mode I Communications Inc., Select Energy, Inc., WMECO
Receivables Corporation, CL&P Receivables Corporation and any other
corporations that become a member of the Parent Company's affiliated
group and execute a duplicate copy of this Agreement or consent to be
included in a consolidated federal income tax return that includes the
Parent Company
--------
(1) References to Rule 45 are to Rule 45 of the Public Utility Holding
Company Act of 1935.
2. Paragraph (1)(c) of the Agreement is deleted in its entirety and
replaced with the following:
Dividends and other transactions with respect to stock, bonds, or other
obligations of members shall be reflected as provided in Treas.
Reg. ss. 1.1502-13(f) and -13(g).
3. Paragraph (1)(f) of the Agreement is deleted in its entirety and
replaced with the following:
Basis shall be determined under Treas. Reg. ss. 1.1502-31 or
ss. 1.1502-32.
4. The second sentence of paragraph (2) of the Agreement is deleted in
its entirety and replaced with the following:
Subject to the limitation provided in paragraph (10), such consolidated
federal income tax allocated to a subsidiary, which may be either
positive or negative, shall be equal to the separate taxable income of
the subsidiary (after elimination of capital gains and losses)
multiplied times the highest effective corporate federal income tax
rate set forth in Section 11 of the Code.
5. The first sentence of paragraph (4) of the Agreement is deleted in
its entirety and replaced with the following:
General business credits arising in a particular year shall be
allocated among the subsidiaries giving rise to such credits by
multiplying the amount of consolidated general business credits for
such year utilized by a fraction, the numerator of which is the amount
of general business credit of the subsidiary for such year and the
denominator of which is the total amount of general business credit of
all such subsidiaries for such year.
6. The first sentence of paragraph (6) of the Agreement is deleted in
its entirety and replaced with the following:
Should the Parent Company's affiliated group generate a net operating
loss for a tax year, each company shall first receive an allocation of
consolidated federal income tax, which may be either positive or
negative, as provided in paragraph (2); provided, however, a negative
allocation of the consolidated federal income tax shall be made only to
the extent that separate taxable income reduces consolidated federal
income tax for such tax year.
7. Paragraph (6) is further amended to add the following after the last
sentence:
For purposes of the consolidated return, the utilization of net
operating losses carried back or carried over is determined on a
first-in first-out basis with all net
2
operating losses generated by all subsidiaries in the earliest year
utilized first before net operating losses generated in a subsequent
year can be utilized. For purposes of allocating the net operating
losses pursuant to this Agreement, and in accordance with the separate
return limitation of Paragraph (10), the net operating losses utilized
shall be determined on a first-in first-out basis with the net
operating losses generated by subsidiaries allocated positive taxes in
Paragraphs (2) and (3) utilized first, for all available vintages,
before net operating losses generated by subsidiaries allocated
negative taxes in Paragraphs (2) and (3) are utilized. If the vintages
of net operating losses utilized pursuant to this Agreement differ from
those utilized according to the consolidated return for a subsidiary,
then the vintages of net operating losses utilized pursuant to this
Agreement shall be exchanged among the affected subsidiaries. Net
operating loss carryovers that are lost due to reductions, limitations
and expirations imposed by the Code or the regulations thereunder shall
be allocated in an appropriate and reasonable manner. See Rule
45(c)(5).
8. Paragraph (7) of the Agreement is deleted in its entirety and
replaced with the following:
ALLOCATION OF ALTERNATIVE MINIMUM TAX OR CREDIT. Any portion of the
consolidated federal income tax that is attributable to alternative
minimum tax ("Consolidated AMT") shall be allocated in a positive
amount to each subsidiary with "tentative minimum tax," as defined in
Section 55(b)(1) of the Code (determined following the principles used
to compute each subsidiary's separate return tax), which for purposes
of this Agreement can be positive or negative, ("Separate Return
Tentative Minimum Tax"), in excess of the "regular tax," as defined in
Section 55 (c) of the Code (determined following the principles used to
compute each subsidiary's separate return tax), allocated to such
subsidiary in accordance with this Agreement (except paragraph (10)),
which for purposes of this Agreement can be positive or negative
("Separate Return Regular Tax"). Consolidated AMT shall be allocated to
each such subsidiary by multiplying Consolidated AMT by a fraction the
numerator of which is the amount by which the subsidiary's Separate
Return Tentative Minimum Tax exceeds such subsidiary's Separate Return
Regular Tax and the denominator of which is the sum of the amounts by
which the Separate Return Tentative Minimum Tax of the Subsidiaries to
which an allocation of Consolidated AMT is made exceeds the Separate
Return Regular Tax allocated to such subsidiaries. If the regular tax
portion of the consolidated federal income tax is reduced by reason of
a "minimum tax credit," as defined in Section 53 of the Code, the
benefit of such minimum tax credit shall be allocated to the
subsidiaries that (by having an alternative minimum tax liability
allocated to them in a prior year) generated such minimum tax credit,
with the earliest liabilities being allocated such minimum credit
first. See Rules 45(c)(3) and 45(c)(5). The allocation of any
"alternative
3
tax net operating loss deduction," as defined by Section 56(d) of the
Code, shall follow the principles of paragraph (6).
9. Paragraph (8) of the Agreement is deleted in its entirety and
replaced with the following:
OTHER FEDERAL TAXES, BENEFITS AND CREDITS. Taxes, tax benefits and
credits against consolidated federal income tax that are not
specifically addressed herein and for which allocation under paragraph
(2) is not appropriate shall be allocated following the principles set
forth in paragraphs (3) through (7) in order to allocate the material
effects of such tax, tax benefit or credit to the subsidiary to which
it is applicable. See Rule 45(c)(3).
10. Paragraph (10) of the Agreement is amended to add the following
after the last sentence:
If the federal income tax otherwise allocated to a subsidiary under
this Agreement is greater than the federal income tax computed as if
such subsidiary had always filed a separate return, the Parent Company
shall be liable for such excess, subject to recovery in later years
from subsequent consolidated tax benefits.
11. Paragraph (11) of the Agreement is amended by denoting the current
text thereof as subparagraph (a) and captioning subparagraph (a) as "GENERALLY
AND NEW HAMPSHIRE BUSINESS PROFITS TAX FOR TAX YEARS ENDING ON OR BEFORE
DECEMBER 31, 1997."
12. Paragraph (11) of the Agreement is amended to add the following
after the last sentence of the current provision:
(b) STATES WITH UNITARY REPORTING FOR TAX YEARS BEGINNING AFTER
DECEMBER 31, 1997. Notwithstanding the preceding sentence, for
purposes of allocating any current state income tax liability
that is determined on the basis of unitary reporting and that
is associated with a state income tax return involving more
than one subsidiary ("Unitary Tax Liability"), any such
current Unitary Tax Liability shall be allocated, FIRST, to
subsidiaries with a positive income tax liability with
respect to such state determined following the principles used
to compute the subsidiary's Separate Return Tax ("Separate
Unitary Return Tax") in an amount equal to each such
subsidiary's Separate Unitary Return Tax; then
(i) if the current Unitary Tax Liability is less than the
aggregate Separate Unitary Return Tax of the
subsidiaries with positive Separate Unitary Return
Tax ("Unitary Tax Benefit"), SECOND, in a negative
amount to the Parent Company in an amount
equal to the lesser of the Unitary Tax Benefit with
respect to such state or the Unitary Tax Detriment
(as hereinafter defined) from a prior year
4
that has not been recovered in a prior year, THIRD,
in a negative amount to each subsidiary with a tax
credit from such state that was unavailable in
determining such subsidiaries' Separate Unitary
Return Tax ("Unavailable Credit") (provided, however,
that such tax credit was available in such state to
the unitary group for such state) in an amount equal
to the lesser of the Unitary Tax Benefit (less any
amount allocated by clause second of this paragraph
(11)(b)) or the sum of the Unavailable Credit of all
subsidiaries with Unavailable Credit multiplied by a
fraction (A) the numerator of which is the
Unavailable Credit of the subsidiary and (B) the
denominator of which is the sum of the Unavailable
Credits for all subsidiaries with Unavailable Credit;
FOURTH, in a negative amount to each subsidiary
having negative Separate Unitary Return Tax in an
amount equal to the lesser of the Unitary Tax Benefit
(less any amounts allocated by clauses second and
third of this paragraph (11)(b) or the sum of the
Separate Unitary Return Tax of all subsidiaries with
negative Separate Unitary Return Tax multiplied by a
fraction (A) the numerator of which is the Separate
Unitary Return Tax of the subsidiary and (B) the
denominator of which is the sum of the Separate
Unitary Return Tax of the subsidiaries having
negative Separate Unitary Return Tax, and, FIFTH, in
a negative amount to each subsidiary having positive
Separate Unitary Return Tax in an amount equal to the
Unitary Tax Benefit (less any amounts allocated by
clauses second, third and fourth of this paragraph
(11)(b) multiplied by a fraction (A) the numerator of
which is the Separate Unitary Return Tax of the
subsidiary and (B) the denominator of which is the
sum of the Separate Unitary Return Tax of the
subsidiaries having positive separate Unitary Return
Tax; or
(ii) if the current Unitary Tax Liability is in excess of
the aggregate Separate Unitary Return Tax of the
subsidiaries with positive Separate Unitary Return
Tax ("Unitary Tax Detriment"); SECOND, to the Parent
Company in the amount of the Unitary Tax Detriment,
subject to recovery in later years from subsequent
Unitary Tax Benefits. (See Rule 45(c)).
(c) PAYMENTS FOR ALLOCATIONS OF STATE TAX LIABILITIES. Payments of
positive and negative allocations of state income tax
liabilities and of net current state income tax liabilities of
the Parent Company and the subsidiaries shall follow the
principles set forth in paragraph (9).
13. Paragraph (12) of the Agreement is amended to add the following
after the last sentence:
5
The Parent Company or designated subsidiary may act as an agent for
each subsidiary doing business in a state with respect to the payment
of any liability shown on the state income tax returns of such state.
14. The last sentence of paragraph (15) of the Agreement is deleted in
its entirety and replaced with the following:
If at any time any other company becomes a member of the Parent
Company's affiliated group, the parties hereto agree that such new
member may become a party to this Agreement by (i) executing a
duplicate copy of this Agreement or (ii) consenting to be included in a
consolidated federal income tax return that includes the Parent
Company.
The above procedure for apportioning the consolidated annual net
current federal and state income tax liability and expense of the Parent Company
and the subsidiaries have been duly authorized and agreed to by each of the
below listed members of the Parent Company's affiliated group as evidenced by
the signature of a duly authorized officer of each company:
NORTHEAST UTILITIES
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
6
HOLYOKE WATER POWER COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
NORTHEAST UTILITIES SERVICE COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
NORTHEAST NUCLEAR ENERGY COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
HOLYOKE POWER AND ELECTRIC COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
THE ROCKY RIVER REALTY COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
7
THE QUINNEHTUK COMPANY
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
RESEARCH PARK, INC.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
CHARTER OAK ENERGY, INC.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
HEC, INC.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
8
PROPERTIES INC.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
NORTH ATLANTIC ENERGY CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
NORTH ATLANTIC ENERGY SERVICE CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
COE DEVELOPMENT CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
COE ARGENTINA IL CORP.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
9
COE TEJONA CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
COE AVE FENIX CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
HEC INTERNATIONAL CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
MODE I COMMUNICATIONS INC.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
SELECT ENERGY, INC.
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
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WMECO RECEIVABLES CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
CL&P RECEIVABLES CORPORATION
By: /s/ David R. McHale
------------------------------------
Name: David R. McHale
Title: Vice President and Treasurer
October 26, 1998
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11
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-4’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 12/6/01 | | | | | | | None on these Dates |
| | 10/26/98 | | 1 | | 11 |
| | 12/31/97 | | 4 |
| List all Filings |
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