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 — Tax Allocation Agreement
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Exhibit 10.8
AMENDED AND RESTATED
TAX ALLOCATION AGREEMENT
This Agreement, dated as of January 1, 1990, 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., and Charter Oak Paris, Inc., and
(as of the date on which each of the following companies became a member of the
Parent Company affiliated group, as defined in Section 1504(a)(1) of the
Internal Revenue Code of 1986, as amended (the "Code")), HEC, Inc., Public
Service Company of New Hampshire, North Atlantic Energy Corporation and North
Atlantic Energy Service Corporation (hereinafter collectively "subsidiaries" and
singly "subsidiary") in accordance with rule 45(c).(1) The subsidiaries join in
the annual filing of a consolidated federal income tax return with the Parent
Company.
In consideration of the mutual benefits and obligations provided for herein, the
Parties to this Agreement hereby agree that the consolidated federal income tax,
as defined by rule 45(c)(1), of the Parent Company and the subsidiaries shall be
allocated as follows:
1. APPORTIONMENT OF PARENT COMPANY INCOME OR LOSS. The net taxable income
or loss of the Parent Company attributable to the operations of the
subsidiaries or to dividends received from the subsidiaries, computed
on a separate return basis ("separate taxable income"), shall be
apportioned among such subsidiaries in proportion to the dividends paid
by each subsidiary to the Parent Company. The separate taxable income
of the Parent Company or a subsidiary is the income or loss of such
company for a tax year, computed as though such company had always
filed a separate return on the same basis as used in the consolidated
return, with the following adjustments:
(a) Gains and losses on intercompany transactions shall be taken into
account as provided in Treas. Reg. ss. 1.1502-13 and 13T.
(b) Gains and losses relating to inventory adjustments shall be taken
into account as provided in Treas. Reg. ss. 1.1502-18.
(c) Dividends and other transactions with respect to stock, bonds, or
other obligations of members shall be reflected as provided in
Treas. Reg. ss. 1.1502-14 and -14T.
(d) Excess losses shall be included in income as provided in
Reg. ss. 1.1502-19.
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(1) References to rule 45 are to rule 45 of the Public Utility Holding Company
Act of 1935.
(e) In the computations of tax credits and recapture, Treas.
Reg. ss. 1.1502-3(f)(2) shall apply.
(f) Basis shall be determined under Treas. Reg. ss. 1.1502-31T
or ss. 1.1502-32, and earnings and profits shall be determined
under Treas. Reg. ss. 1.1502-33T.
(g) Payments made or received under this Agreement shall be
eliminated.
(h) Items attributable to a consolidated return year but not
allowable on a separate company basis (such as deductions for
percentage depletion or net operating loss carryovers or
carrybacks), to the extent such items were previously taken into
account to reduce the consolidated taxable income shall be
excluded.
2. ALLOCATION OF CONSOLIDATED TAX. The consolidated federal income tax, as
defined by rule 45(c)(1), exclusive of capital gains taxes (see
paragraph (3)), and the alternative minimum tax (see paragraph (7)),
and before the application or recapture of any credits (see paragraph
(4)) and the results of any special benefits (see paragraph (5)), shall
be allocated among the subsidiaries based on their separate taxable
income or loss, computed without regard to net capital gains or losses,
and after the application of paragraph (1). The tax allocated to a
company under this procedure, which may be either positive or negative,
shall be equal to the consolidated federal income tax multiplied by a
fraction, the numerator of which is the separate taxable income or loss
of the company and the denominator of which is the consolidated taxable
income. However, no company shall receive a negative allocation greater
(in absolute value) than the amount by which its loss has reduced the
consolidated federal income tax liability. Conversely, a company shall
receive a negative allocation for any loss or deduction it cannot use
currently to the extent such loss or deduction reduces the consolidated
federal income tax liability. If the consolidated tax liability is
greater than the aggregate tax on the separate taxable income of the
Parent Company and each subsidiary ("separate return tax"), then no
subsidiary shall receive an allocation greater than its separate return
tax, and the Parent Company shall be liable for the excess of the
consolidated tax over the sum of the separate return taxes of the
subsidiaries, subject to recovery in later years from subsequent
consolidated tax benefits.
3. ALLOCATION OF CAPITAL GAINS TAXES. The portion of the consolidated tax
attributable to net capital gains and losses shall be allocated
directly to the subsidiaries giving rise to such items. The effects of
netting capital gains and losses in the current year shall follow the
principles of paragraph (2). The effects of capital loss carrybacks or
carryforwards shall follow the principles of paragraph (6). See rules
45(c)(3) and 45(c)(5).
4. ALLOCATION OF GENERAL BUSINESS CREDITS. The general business credit
utilized on the consolidated return allocated to a subsidiary, which
can be positive or negative, shall be equal to the consolidated general
business credit utilized multiplied by a fraction, the numerator of
which is that subsidiary's total taxes allocated under paragraphs (2)
and (3) and the denominator of which is the total taxes of all
subsidiaries under paragraphs (2) and (3). If the consolidated group is
in a credit carryforward situation, the utilized credit shall be
allocated based on the vintages that comprise the utilized credit. For
purposes of
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the consolidated return, the credits utilized are determined on a
first-in first-out basis with all credits generated by all subsidiaries
in the earliest year utilized first before credits generated in a
subsequent year can be utilized. For purposes of allocating the credits
pursuant to this agreement, and in accordance with the separate return
limitation of paragraph (10), the credits utilized shall be determined
on a first-in first-out basis with the credits generated by
subsidiaries allocated positive taxes in paragraphs (2) and (3)
utilized first, for all available vintages, before credits generated by
subsidiaries allocated negative taxes in paragraphs (2) and (3) are
utilized. If the vintages of credits utilized pursuant to this
agreement differ from those utilized according to the consolidated
return for a subsidiary, then the vintages of credits utilized pursuant
to this agreement shall be exchanged among the affected subsidiaries.
General business credits 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.
5. ALLOCATION OF SPECIAL BENEFITS. Any special benefits, such as the
effects of Section 1341 of the Code, shall be allocated directly to the
subsidiaries giving rise to them. See rule 45(c)(3).
6. ALLOCATION OF A NET OPERATING LOSS. Should the consolidated group
generate a net operating loss for a calendar year, each company shall
first receive a positive allocation to the extent of its separate
return tax, or a negative allocation to the extent that its corporate
taxable loss reduces the consolidated taxable income for the calendar
year. The current consolidated net operating loss shall then be
apportioned to each subsidiary with a taxable loss and carried back or
forward to year(s) when the consolidated net operating loss can be
utilized. The consolidated reduction in tax resulting from the
carryback or carryforward of the net operating loss shall be
apportioned to loss subsidiaries in accordance with paragraphs (2)
through (5). See rule 45(c)(5).
7. ALLOCATION OF ALTERNATIVE MINIMUM TAX OR CREDIT. If a current
consolidated alternative minimum tax liability exists, such liability
will be allocated to those subsidiaries with a separate company
alternative minimum tax liability. This allocation shall be
accomplished by first allocating the consolidated regular tax liability
to each subsidiary in accordance with paragraph (2) and then allocating
the alternative minimum tax to each subsidiary based on the excess of
each subsidiary's tentative minimum tax, as defined in Section 55(b)(1)
of the Code, over the regular tax allocated to it. The alternative
minimum tax allocated to a subsidiary pursuant to this procedure, shall
thus be equal to the consolidated alternative minimum tax liability
multiplied by a fraction, the numerator of which is the amount by which
that subsidiary's separate Company tentative minimum tax exceeds the
regular tax allocated to it under paragraph (2) and the denominator of
which is the total of the alternative minimum tax liabilities of those
subsidiaries with a separate company alternative minimum tax liability.
If the regular tax in the consolidated tax return is reduced by reason
of the alternative minimum tax credit (as defined in Section 53 of the
Code), the benefit of such credit shall be allocated to those
subsidiaries who (by having an alternative minimum tax liability
allocated to them in a prior year) generated the credit, with the
earliest liabilities being used first. See rules 45(c)(3) and 45(c)(5).
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8. ALLOCATION OF SUPERFUND TAX LIABILITY. If a consolidated current
superfund tax liability exists, such liability shall be allocated to
each subsidiary based on a fraction, the numerator of which is that
subsidiary's alternative minimum taxable income or loss (as defined in
Section 59A of the Code) after reflecting paragraph (1) and the
denominator of which is consolidated alternative minimum taxable income
after reflecting paragraph (1). Subsidiaries with alternative minimum
taxable income will be allocated a superfund tax liability while
subsidiaries with an alternative minimum taxable loss will be allocated
a tax benefit. See rule 45(c)(3).
9. PAYMENTS FOR ALLOCATIONS. A subsidiary with a net positive allocation
shall pay the Parent Company the net amount allocated in the amounts
and on the dates indicated by the Parent Company, while a subsidiary
with a net negative allocation shall receive payment from the Parent
Company in the amount of its negative allocation. The payment made to a
subsidiary with a negative allocation should equal the amount by which
the consolidated tax is reduced by including the subsidiary's net
corporate tax loss in the consolidated tax return. The Parent Company
shall pay to the Internal Revenue Service the consolidated group's net
current federal income tax liability from the net of the receipts and
payments. See rule 45(c)(5).
10. SEPARATE RETURN LIMITATION. No subsidiary shall be allocated a federal
income tax which is greater than the federal income tax computed as if
such subsidiary had always filed a separate return. See rule 45(c)(2).
11. STATE TAX LIABILITIES. Any current state income tax liability or
benefit associated with a state income tax return involving more than
one subsidiary shall be allocated to such subsidiaries doing business
in such state following the principles set forth herein for current
federal income taxes, except that solely for purposes of allocating the
New Hampshire business profits tax for any tax year ending on or before
December 31, 1997, all of the New Hampshire business profits tax
benefits available to a New Hampshire subsidiary (regardless of whether
such benefits are used in the computation of the actual unitary tax
liability of the group) shall be used in determining the allocation of
such tax among the subsidiaries according to the following priority:
(a) tax credits, (b) tax losses, and (c) other benefits, provided,
however, that no New Hampshire subsidiary shall be reimbursed for any
credit against the New Hampshire business profits tax used by another
subsidiary until such time as the New Hampshire subsidiary that
generated such tax credit could have utilized such credit to offfset
its New Hampshire business profits tax liability and provided further
that in no event shall the New Hampshire business profits tax liability
allocated to any subsidiary exceed the separate return tax liability of
such subsidiary. (See rule 45(c).
12. FILING TAX RETURNS. The Parent Company shall prepare and file the
consolidated federal income tax return for the subsidiaries that are
parties to this Agreement. The Parent Company shall act as the sole
agent for each subsidiary with respect to the payment of any liability
shown on the federal income tax return and for all other purposes
required by Treas. Reg. ss. 1.1502-77(a).
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13. ADJUSTMENT OF TAX LIABILITY. In the event that the consolidated federal
or state income tax liability for any year is redetermined subsequent
to the allocation of the consolidated tax liability reported for that
tax year, the redetermined tax liability shall be allocated pursuant to
this Agreement as if the adjustments and modifications related to the
redetermination had been a part of the original return. In the case of
a negotiated adjustment not involving an item-by-item modification of
the consolidated return, the amount of the adjustment shall be
distributed in an appropriate and reasonable manner. Any interest or
penalties associated with the underpayment or overpayment of tax shall
be allocated based on the allocation of the underlying underpayment or
overpayment of tax.
14. EXAMPLES. The parties hereto agree that they shall be guided in the
interpretation of this Agreement by the examples that will be prepared
from time to time by the Parent Company.
15. EFFECTIVE DATE. This Agreement amends and restates the prior agreement
relating to the allocation of federal and state income tax liability
dated January 1, 1990 by replacing in full such prior agreement. This
Agreement shall be effective for allocation of the current federal and
state income tax liabilities of the consolidated group for the calendar
year 1990 and all subsequent years until this Agreement is further
amended in writing by each such Company which is or becomes a party to
this Agreement. For any party to this Agreement that became a member of
the Parent Company's affiliated group after January 1, 1990, this
Agreement shall be effective as of the date such subsidiary became a
member of the affiliated group. 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 executing a duplicate copy of this Agreement. See rule 45(c).
16. FILING WITH SECURITIES AND EXCHANGE COMMISSION. In accordance with rule
45(c)(6), this Agreement shall be filed as an Amendment to the Parent
Company's Annual Report to the Securities and Exchange Commission on
Form U5S.
17. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Connecticut.
18. COUNTERPARTS. This Agreement may be executed in one or more
counterparts all of which taken together shall constitute one and the
same instrument.
19. MISCELLANEOUS. This Agreement contains the complete agreement among the
parties and supersedes any prior understandings, agreements or
representations by or among the parties, written or oral, which may
have related to the subject matter hereof in any way. No term or
provision of this Agreement shall be construed to confer a benefit
upon, or grant a privilege or right to, any person other than the
parties hereto.
The above procedures for apportioning the consolidated annual net current
federal and state income tax liability and expense of Northeast Utilities and
its subsidiaries have been duly
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authorized and agreed to by each of the below listed members of the consolidated
group as evidenced by the signature of a duly authorized officer of each
company:
NORTHEAST UTILITIES
By: /s/ Robert E. Busch
Robert E. Busch
Executive Vice President and
Chief Financial Officer
THE CONNECTICUT LIGHT AND POWER COMPANY
By: /s/ Walter F. Torrance, Jr.
Walter F. Torrance, Jr.
Senior Vice President, Secretary
and General Counsel
WESTERN MASSACHUSETTS ELECTRIC COMPANY
By: /s/ Eugene G. Vertefeuille
Eugene G. Vertefeuille
Assistant Treasurer
HOLYOKE WATER POWER COMPANY
By: /s/ Robert E. Busch
Robert E. Busch
Executive Vice President and
Chief Financial Officer
NORTHEAST UTILITIES SERVICE COMPANY
By: /s/ Walter F. Torrance, Jr.
Walter F. Torrance, Jr.
Senior Vice President, Secretary and
General Counsel
NORTHEAST NUCLEAR ENERGY
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COMPANY
By: /s/ Eugene G. Vertefeuille
Eugene G. Vertefeuille
Assistant Treasurer
HOLYOKE POWER AND ELECTRIC COMPANY
By: /s/ Robert E. Busch
Robert E. Busch
Executive Vice President and
Chief Financial Officer
THE ROCKY RIVER REALTY COMPANY
By: /s/ Walter F. Torrance, Jr.
Walter F. Torrance, Jr.
Senior Vice President, Secretary
and General Counsel
THE QUINNEHTUK COMPANY
By: /s/ Eugene G. Vertefeuille
Eugene G. Vertefeuille
Assistant Treasurer
RESEARCH PARK, INC.
By: /s/ Robert E. Busch
Robert E. Busch
Executive Vice President and
Chief Financial Officer
CHARTER OAK ENERGY, INC.
By: /s/ Walter F. Torrance, Jr.
Walter F. Torrance, Jr.
Senior Vice President, Secretary
and General Counsel
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CHARTER OAK PARIS, INC.
By: /s/ Eugene G. Vertefeuille
Eugene G. Vertefeuille
Assistant Treasurer
HEC, INC.
By: /s/ Walter F. Torrance, Jr.
Assistant Clerk
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
By: /s/ William T. Frain, Jr.
William T. Frain, Jr.
Vice President
NORTH ATLANTIC ENERGY CORPORATION
By: /s/ Robert E. Busch
Robert E. Busch
Executive Vice President and
Chief Financial Officer
NORTH ATLANTIC ENERGY SERVICE CORPORATION
By: /s/ John F. Opeka
John F. Opeka
Executive Vice President-Nuclear
June 3, 1992
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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 |
| | 12/31/97 | | 4 |
| | 6/3/92 | | 8 |
| List all Filings |
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