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MAINE YANKEE ATOMIC POWER COMPANY
TO
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
---------------------
SEVENTH SUPPLEMENTAL INDENTURE
Dated as of May 15, 1993
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RELATING TO FIRST MORTGAGE BONDS
--------------------
Additional Issue: $25,000,000 of First Mortgage Bonds, Series F
(Sinking Fund) 6.89% Due 2008.
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THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of
May 15, 1993, between MAINE YANKEE ATOMIC POWER COMPANY, a Maine
corporation, with its principal office in Augusta, Maine
(hereinafter generally referred to as the Company), and THE FIRST
NATIONAL BANK OF BOSTON, a national banking association, with its
principal office at 100 Federal Street, Boston, Massachusetts
02110, as trustee under the First Mortgage Indenture, as
supplemented, referred to in the first recital hereof (the
Trustee from time to time under said First Mortgage Indenture, as
supplemented, being hereinafter generally referred to as the
Trustee).
WHEREAS, the Company heretofore duly executed and
delivered to Old Colony Trust Company, as Trustee, its First
Mortgage Indenture dated as of November 1, 1970 (hereinafter
generally referred to as the Original Indenture, and sometimes
referred to, with each and every other instrument, including this
Supplemental Indenture, which the Company, pursuant to the
provisions thereof, may execute with the Trustee and which is
therein stated to be supplemental to the Original Indenture, as
the Indenture), recorded in the Office of the Secretary of State
of Maine, File No. 146534, Lincoln County Registry of Deeds, Book
678, Page 1, and Sagadahoc County Registry of Deeds, Book 373,
Page 777, to which this instrument is supplemental, and the
Company heretofore duly executed and delivered to The First
National Bank of Boston, as successor Trustee, an indenture,
dated as of March 1, 1971, supplemental to and in confirmation of
the Original Indenture, recorded in the Office of the Secretary
of State of Maine, File No. 152116, Lincoln County Registry of
Deeds, Book 686, Page 48, and Sagadahoc County Registry of Deeds,
Book 374, Page 1003, a second indenture, dated as of January 1,
1973, supplemental to and in confirmation of the Original
Indenture, as theretofore supplemented, recorded in the Office of
the Secretary of State of Maine, File No. 207526, Lincoln County
Registry of Deeds, Book 757, Page 247, and Sagadahoc County
Registry of Deeds, Book 388, Page 380, a third indenture, dated
as of February 15, 1984, supplemental to and in confirmation of
the Original Indenture, as theretofore supplemented, recorded in
the Office of the Secretary of State of Maine, File No. 588974,
Lincoln County Registry of Deeds, Book 1179, Page 207, and
Sagadahoc County Registry of Deeds, Book 658, Page 33, a fourth
indenture, dated as of April 1, 1986, supplemental to and in
confirmation of the Original Indenture, as theretofore
supplemented, recorded in the Office of the Secretary of State of
Maine, File No. 679327, Lincoln County Registry of Deeds, Book
1300, Page 273, and Sagadahoc County Registry of Deeds, Book 748,
Page 92, a fifth indenture, dated as of March 1, 1991,
supplemental to and in confirmation of the Original Indenture, as
theretofore supplemented, recorded in the office of the Secretary
of State of Maine, File No. 927150, Lincoln County Registry of
Deeds, Book 1678, Page 101, and Sagadahoc County Registry of
Deeds, Book 1052, Page 127 and a sixth indenture, dated as of
January 15, 1993, supplemental to and in confirmation of the
Original Indenture, as theretofore supplemented, recorded in the
office of the Secretary of State of Maine, File No. 1015944,
Lincoln County Registry of Deeds, Book 1848, Page 201, and
Sagadahoc County Registry of Deeds, Book 1180, Page 103, whereby
all the properties of the Company whether then owned or
thereafter acquired, with certain reservations, exceptions and
exclusions fully set forth in the Original Indenture, as
heretofore supplemented, were given, granted, bargained, sold,
transferred, assigned, pledged, mortgaged, warranted, conveyed
and confirmed to the Trustee, its successors and assigns, in
trust upon the terms and conditions set forth therein to secure
bonds of the Company issued and to be issued thereunder, and for
other purposes more particularly specified therein; and
WHEREAS, Section 16.01 of the Original Indenture
provides that the Company, when authorized by a resolution of the
Board of Directors of the Company (or of any committee of said
Board, however designated, authorized to exercise the powers of
said Board in the premises), and the Trustee may from time to
time enter into an indenture or indentures supplemental to the
Original Indenture for the following purposes, among others:
assigning, conveying, mortgaging, pledging, transferring and
setting over additional property unto the Trustee (Section
16.01(a)); and providing the terms and conditions of any series
of bonds other than the bonds of Series A (Section 16.01(c)); and
WHEREAS, the Board of Directors of the Company (through
the duly authorized Finance Committee of said Board) has
authorized the execution of this Supplemental Indenture and the
delivery hereof to the Trustee; and
WHEREAS, in all other respects the terms, conditions
and provisions of subsections (a) and (c) of Section 16.01 have
been complied with; and
WHEREAS, for its lawful corporate purposes, the Company
has duly authorized the creation of a new series of its bonds to
be issued under the Indenture, to be known as First Mortgage
Bonds, Series F (Sinking Fund) 6.89% Due 2008 (hereinafter
sometimes called the bonds of Series F or the Series F Bonds),
and has duly authorized the execution and delivery of this
Supplemental Indenture; and
WHEREAS, the form of the Series F Bonds, which are to
be issued only in fully registered form without coupons, and the
form of the Trustee's certificate of authentication to be
executed on the Series F Bonds, are to be substantially in the
following forms, respectively:
(FORM OF SERIES F BOND)
(1933 Act Legend)
No. FR ___________ $_________
MAINE YANKEE ATOMIC POWER COMPANY
First Mortgage Bond, Series F (Sinking Fund) 6.89% Due 2008
Maine Yankee Atomic Power Company, a Maine corporation
(hereinafter called the Company), for value received, hereby
promises to pay to ____________________________________ or
registered assigns, the principal sum of ___________________
Dollars ($_________) at the principal office of The First
National Bank of Boston (hereinafter called the Trustee, which
term shall include its successors in the trusts hereinafter
referred to) in the City of Boston, Commonwealth of Massachusetts
(or at the principal office of its then successor Trustee) or, at
the option of the registered owner hereof, at the principal
office of any designated paying agent in the Borough of
Manhattan, City and State of New York, on May 1, 2008 and to pay
interest thereon from the May 1 or November 1, as the case may
be, next preceding the date hereof (or from the date hereof if
such date be either of said dates) to which interest has been
paid on this bond, or, in the case of interest payable on
November 1, 1993, from the date on which any bonds of Series F
were first issued, at the rate per annum specified in the title
of this bond, on May 1 and November 1 in each year, at the
principal office of the Trustee or, at the option of the
registered owner hereof, at the principal office of any such
paying agent, until the principal hereof shall have been paid in
full; such interest payable on any May 1 or November 1 shall
(subject to certain exceptions provided in the Indenture
mentioned below) be paid to the person in whose name this bond,
or the bond in exchange or substitution for which this bond shall
have been issued, shall have been registered at the close of
business on the April 15 or October 15, as the case may be, next
preceding such May 1 or November 1. Interest shall be payable on
any overdue payment of principal (including any overdue
redemption), premium and (to the extent legally enforceable)
interest, at a rate per annum from time to time equal to the
greater of (i) 7.89% or (ii) the rate of interest publicly
announced by Morgan Guaranty Trust Company of New York from time
to time in New York City as its Prime Rate (but only to the
extent allowable under the Order entered on May 3, 1993 by the
Maine Public Utilities Commission in Docket No. 93-081), accruing
at such rate from the date on which such payment was due and
unpaid. Both principal and premium, if any, and interest shall
be paid in coin or currency of the United States of America
which, at the time of payment, is legal tender for public and
private debts. Notwithstanding any provision to the contrary in
this bond or in the Indenture mentioned below, Section 5.1 of the
Bond Purchase Agreement dated as of June 1, 1993 pursuant to
which the bonds of Series F were initially issued (hereinafter
called the Bond Purchase Agreement) shall govern payments with
respect to the bonds of Series F to the bondholders referred to
in said Section 5.1, and Section 6.3 of said Bond Purchase
Agreement shall govern the replacement of bonds of Series F to
the extent set forth in said Section 6.3. A copy of said Bond
Purchase Agreement is on file at the principal office of the
Trustee.
This bond is one of a duly authorized issue of First
Mortgage Bonds of the Company, the aggregate principal amount of
which is not limited except by law, to be issued in series with
distinctive designations, the series of which this bond is one,
designated as Series F, being the sixth series and limited to an
aggregate principal amount of Twenty-Five Million Dollars
($25,000,000), all bonds of all series, including the bonds of
Series F, to be issued under and secured by a certain First
Mortgage Indenture dated as of November 1, 1970 by and between
the Company and the Trustee, as supplemented (said First Mortgage
Indenture, together with all other indentures supplemental
thereto to which the Trustee shall be a party, being hereinafter
referred to as the Indenture), to which reference is hereby made
for a description of the mortgaged and pledged property, the
nature and extent of the security and benefit thereof, the terms
and conditions under which bonds may be issued and secured, the
rights and remedies under the Indenture of the bondholders and
the rights and obligations under the Indenture of the Company and
the Trustee. Executed counterparts of the Indenture are on file
at the principal office of the Trustee.
The Indenture may, with the consent of the holders of
not less than sixty-six and two-thirds per cent (66-2/3%) in
principal amount of the bonds of all series then issued and
outstanding, and as stated therein, be modified in certain
respects upon the conditions and in the manner provided therein,
but, among other restrictions, no such modification shall affect
or impair the obligation of the Company in respect of the
principal of and premium, if any, and interest on this bond.
In the event of certain defaults, the principal of this
bond may be declared or may become due and payable prior to
maturity upon the conditions and in the manner provided in the
Indenture.
This bond is transferable on the bond register, upon
surrender hereof at the principal office of the Trustee, in the
City of Boston, Massachusetts, or at the office or agency to be
maintained by the Company in the Borough of Manhattan, City and
State of New York, and upon compliance with the conditions
prescribed in the Indenture and accompanied by a written
instrument of assignment in proper form, duly executed by the
registered owner in person or by duly authorized attorney, and
thereupon a new bond or bonds of the same series and for a like
aggregate principal amount of authorized denominations will be
issued in the name of the transferee.
The Company, the Trustee, any authenticating agent, any
paying agent and any registrar may deem and treat the registered
holder hereof as the absolute owner of this bond (whether or not
this bond shall be overdue and notwithstanding any notice of
ownership or writing hereon made by anyone other than the Company
or any registrar), for the purpose of receiving payment hereof or
on account hereof or interest hereon (subject to the provisions
of the first paragraph hereof) and for all other purposes, and
neither the Company, the Trustee, any authenticating agent, any
paying agent nor any registrar shall be affected by any notice to
the contrary.
The bonds of Series F consist of fully registered bonds
without coupons in the denominations of one thousand dollars
($1,000) and multiples thereof. This bond, singly or with other
bonds of the same series and registered in the same name, may be
exchanged for one or more bonds of the same series and for a like
aggregate principal amount in authorized denominations. All
bonds to be so exchanged shall be surrendered for that purpose at
the principal office of the Trustee, or at the office or agency
to be maintained by the Company in the Borough of Manhattan, City
and State of New York, and, if required by the Trustee,
accompanied by written instruments of assignment in proper form,
duly executed by the registered owner in person or by duly
authorized attorney.
The bonds of Series F are subject to redemption (a) at
any time in whole or from time to time in part (in multiples of
$1,000), by the Company at its option, or (b) in whole or in part
by operation of various provisions of the Indenture (including,
without limitation, provisions establishing the sinking fund for
the bonds of Series F) at the time or times specified in such
provisions, in each instance by the payment of the applicable
redemption price specified below and accrued interest to the date
fixed for redemption on the principal amount of the bonds being
redeemed. The applicable redemption price shall be:
(i) 100% of the principal amount of the bonds being
redeemed (constituting the "Special Redemption Price"), if
the bonds are redeemed by the use of sinking fund and
certain insurance, release or other moneys held by the
Trustee, as more fully set forth in the Indenture, and
(ii) otherwise, 100% of the Called Principal (as
defined below) plus the Yield-Maintenance Amount applicable
thereto (calculated as set forth below).
"Yield-Maintenance Amount" shall mean, with respect to
any bond of Series F, a premium equal to the excess, if any, of
the Discounted Value of the Called Principal of such bond over
the sum of (i) such Called Principal plus (ii) interest accrued
thereon as of the Settlement Date (including interest due on such
date) with respect to such Called Principal (provided, that the
Yield-Maintenance Amount shall in no event be less than zero).
"Business Day" shall mean any day other than a
Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed.
"Called Principal" shall mean, with respect to any bond
of Series F, the principal of such bond that is to be redeemed.
"Discounted Value" shall mean, with respect to the
Called Principal of any bond of Series F, the amount obtained by
discounting all Remaining Scheduled Payments with respect to such
Called Principal from their respective scheduled due dates to the
Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount
factor (applied on a semiannual basis) equal to the sum of
(i) the Reinvestment Yield with respect to such Called Principal,
plus (ii) fifty (50) basis points.
"Reinvestment Yield" shall mean, with respect to the
Called Principal of any bond of Series F, the yield to maturity
implied by (i) the yields reported, as of 10:00 A.M. (New York
City time) on the third Business Day next preceding the
Settlement Date with respect to such Called Principal, on the
display designated as "Page 678" on the Telerate Service (or such
other display as may replace Page 678 on the Telerate Service)
for actively traded U.S. Treasury securities having a maturity
equal to the Remaining Average Life of such Called Principal as
of such Settlement Date, or if such yields shall not be reported
as of such time or the yields reported as of such time shall not
be ascertainable, (ii) the Treasury Constant Maturity Series
yields reported, for the latest day for which such yields shall
have been so reported as of the third Business Day next preceding
the Settlement Date with respect to such Called Principal, in
Federal Reserve Statistical Release H.15 (519) (or any comparable
successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date.
Such implied yield shall be determined, if necessary, by
(a) converting U.S. Treasury bill quotations to bond-equivalent
yields in accordance with accepted financial practice and
(b) interpolating linearly between yields reported for various
maturities.
"Remaining Average Life" shall mean, with respect to
the Called Principal of any bond of Series F, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing
(i) such Called Principal into (ii) the sum of the products
obtained by multiplying (a) each Remaining Scheduled Payment of
such Called Principal (but not of interest thereon) by (b) the
number of years (calculated to the nearest one-twelfth year)
which will elapse between the Settlement Date with respect to
such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.
"Remaining Scheduled Payments" shall mean, with respect
to the Called Principal of any bond of Series F, all payments of
such Called Principal and interest thereon that would be due on
or after the Settlement Date with respect to such Called
Principal if no payments of such Called Principal were made prior
to their scheduled due dates.
"Settlement Date" shall mean, with respect to the
Called Principal of any bond of Series F, the date on which such
Called Principal is to be redeemed.
Notice of redemption shall be given by mail, first
class postage prepaid, to the holders of the bonds of Series F to
be redeemed not less than thirty (30) days prior to the date
fixed for redemption, at their last addresses as they shall
appear on the register, or otherwise as provided in the
Indenture. In the case of any redemption of bonds of Series F
for which the applicable redemption price has as a component a
Yield-Maintenance Amount, which will be determined prior to the
date fixed for redemption but subsequent to the date of the
giving of such notice, the notice of such redemption shall
sufficiently specify the applicable redemption price if it shall
state that such redemption price is equal to 100% of the
principal of such bond specified in such notice to be redeemed,
plus a Yield-Maintenance Amount calculated as set forth in the
bonds of Series F. The Company, on or prior to the date fixed
for redemption, will deliver or cause to be delivered to each
holder of a bond of Series F called for redemption a written
statement showing the calculation of the Yield-Maintenance Amount
and the redemption price determined on the basis thereof, which
statement shall be accompanied by a certification verifying the
accuracy of the calculations from The Prudential Insurance
Company of America (or any corporate affiliate thereof) as long
as The Prudential Insurance Company of America (or any corporate
affiliate thereof) holds any bond of Series F. Otherwise, said
certification verifying the accuracy of the calculations shall be
prepared by Kidder, Peabody & Co. Incorporated or such other
investment banking firm of national reputation as shall be
designated by the Company and approved in writing by holders of
at least 25% in principal amount of the bonds of Series F then
outstanding.
In case of the call for redemption of less than the
whole principal amount of this bond, upon payment of the
redemption price to the registered owner hereof and surrender of
this bond, there shall be issued to such registered owner another
bond of Series F in principal amount equal to the unredeemed
balance hereof.
Section 9.7 of the Bond Purchase Agreement is a
bondholders' redemption agreement (within the meaning of Section
8.02 of the Indenture) among the holders of the bonds of Series
F, satisfactory to and a copy of which is on file with the
Trustee, that provides for the method that shall be followed by
the Trustee in selecting bonds or parts of bonds for redemption
in the event such redemption is a redemption of a part only of
the bonds of Series F. By acceptance hereof, the holder hereof
is deemed to have executed, and is bound by the terms of, the
Bond Purchase Agreement.
No recourse upon any obligation contained in this bond
or in the Indenture or otherwise shall be had against any
incorporator or any officer, director or stockholder, past,
present or future, of the Company or any successor corporation,
such personal liability of every kind being expressly waived.
This bond shall not be valid or obligatory for any
purpose or entitled to any security or benefit under the
Indenture until the certificate of authentication hereon shall
have been signed by or on behalf of the Trustee.
IN WITNESS WHEREOF, Maine Yankee Atomic Power Company
has caused this bond to be executed in its name by its President
or one of its Vice Presidents by his signature or a facsimile
thereof, and its corporate seal or a facsimile thereof to be
affixed hereto or imprinted hereon and attested by the signature
or facsimile signature of its Secretary or one of its Assistant
Secretaries.
Dated ____________________
MAINE YANKEE ATOMIC POWER COMPANY
By ________________________________
[CORPORATE SEAL]
Attest:
_____________________________
(FORM OF CERTIFICATE OF AUTHENTICATION)
This bond is one of the bonds of Series F referred to
in the within-mentioned Indenture.
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By ____________________________________
Authorized Signatory
or
_____________________________________
as Authenticating Agent
for the Trustee
By _____________________________________
Authorized Officer
(FORM OF ASSIGNMENT)
For value received the undersigned hereby sell(s),
assign(s) and transfer(s) unto
________________________________________________
Please Insert Social Security or Other
Identifying Number of Assignee
the within bond of Maine Yankee Atomic Power Company and all
rights thereunder, hereby irrevocably constituting and appointing
attorney to transfer said
bond on the register of the Company, with full power of
substitution in the premises.
Dated:
Notice: The signature to this assignment must correspond with
the name as written upon the face of the within bond in every
particular, without alteration or enlargement or any change
whatever.
AND, WHEREAS, all acts and things necessary to make the
Series F Bonds, when authenticated by the Trustee and issued as
in this Supplemental Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute the Original
Indenture, as heretofore supplemented and as supplemented by this
Supplemental Indenture, a valid first mortgage and deed of trust
to secure the payment of the principal of, premium, if any, and
interest on all bonds issued thereunder, have been done and
performed.
NOW, THEREFORE, in consideration of the premises, and
of the acceptance and purchase of the bonds by the holders
thereof, and of the sum of One Dollar duly paid by the Trustee to
the Company, and of other good and valuable consideration, the
receipt whereof is hereby acknowledged, and in confirmation of
and supplementing the Original Indenture, as heretofore
supplemented, and for the purpose of securing the due and
punctual payment of the principal of and premium, if any, and
interest on the bonds issued and to be issued under the
Indenture, and for the purpose of securing the faithful
performance and observance of all covenants and conditions
hereinafter and in the Original Indenture, as heretofore
supplemented, set forth, the Company has executed and delivered
this Supplemental Indenture and by these presents does give,
grant, bargain, sell, transfer, assign, pledge, mortgage,
warrant, convey and confirm unto The First National Bank of
Boston, as Trustee, as herein provided, and its successor or
successors in the trust created by the Indenture, and to its or
their assigns, forever, all and singular the plants, rights,
permits, franchises, easements and property, real, personal and
mixed, now owned or hereafter acquired by the Company, together
with the rents, issues and profits thereof, in all cases not
specifically reserved and excepted, and whether now owned or
hereafter acquired by the Company; including, without limiting
the generality of the foregoing, all property, except such as may
have been released by the Trustee or sold or disposed of as
permitted by the provisions of the Original Indenture, as
heretofore supplemented, specifically described or referred to in
Schedule A to the Original Indenture, as heretofore supplemented,
and in Schedule A to the Sixth Supplemental Indenture, dated as
of January 15, 1993 (the "Sixth Supplemental Indenture").
AND TOGETHER WITH all and singular the now-existing and
hereafter-acquired rights, privileges, tenements, hereditaments
and appurtenances belonging to or in any wise appertaining in and
to the aforesaid property or any part thereof, with all reversion
and reversions, remainder and remainders and, subject to the
provisions of Article IX of the Original Indenture, as heretofore
supplemented, all rents, revenues, earnings, interest, dividends,
royalties, issues, income and profits thereof, and all the
estate, right, title, interest and claims whatsoever, at law as
well as in equity, which the Company now has or may hereafter
acquire, in and to all and every part of the foregoing, it being
the intention to include in the Indenture and to subject to the
lien of the Indenture all land, interests in land, real estate,
physical assets, other property and interests in property and
franchises, whether now owned by the Company or which it may
hereafter acquire, and wherever situated, as if the same were now
owned by the Company and were specifically described and conveyed
by the Indenture, except as hereinafter specified.
SUBJECT, HOWEVER, (1) to Permitted Liens as that term
is defined in Article I of the Original Indenture, as heretofore
supplemented; (2) as to the property specifically described or
referred to in Schedule A to the Original Indenture, as
heretofore supplemented, to the liens, charges, encumbrances,
reservations, exceptions, exclusions, restrictions, conditions,
limitations, covenants and interests, if any, set forth or
referred to in said Schedule A; and (3) as to the property
specifically described in Schedule A to the Sixth Supplemental
Indenture, to the reservations, exceptions and exclusions set
forth in said Schedule A.
AND SUBJECT FURTHER, as to all hereafter-acquired
property, to all defects and limitations of title and to all
liens, charges, encumbrances, reservations, restrictions,
conditions, limitations, covenants, interests and exceptions
existing at the time of such acquisition.
BUT SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING (as
the same were reserved, excepted and excluded from the lien of
the Original Indenture, as heretofore supplemented) from the
Indenture, and from the grant, conveyance, mortgage, transfer,
pledge and assignment herein contained, (i) all right, title and
interest of the Company, now owned or hereafter acquired, in and
to the properties and rights specified in subclauses (a) to (j),
both inclusive, of the granting clauses, on pages 9 and 10 of the
Original Indenture, and (ii) the rights and interests reserved in
the three paragraphs of the granting clauses, on pages 10 and 11
of the Original Indenture, next succeeding the paragraph
containing the above-mentioned subclauses.
TO HAVE AND TO HOLD all said plants, rights, permits,
franchises, easements and property hereby conveyed, assigned,
pledged or mortgaged, or intended so to be, unto the Trustee, its
successor or successors in trust, and to its and their assigns
forever.
BUT IN TRUST, NEVERTHELESS, for the equal pro rata
benefit, security and protection of the holders from time to time
of all bonds (and their appurtenant coupons, if any) outstanding
under the Indenture, without any priority of any one bond or
coupon over any other (except as provided in Section 6.02 of the
Original Indenture, as heretofore supplemented, and except as any
sinking or other fund, established in accordance with the
Indenture, may afford additional special security for the bonds
of any particular series), and upon the trusts and subject to the
conditions herein set forth.
PROVIDED, HOWEVER, and these presents are upon the
condition, that if the Company shall pay or cause to be paid or
make appropriate provisions for the payment unto the holders of
the bonds and any appurtenant coupons of the principal, premium,
if any, and interest to become due thereon at the times and in
the manner stipulated therein, and shall pay or cause to be paid
all other sums payable under the Indenture by the Company, then
the Indenture and the estate and rights hereby granted shall,
pursuant to the provisions of Article XII of the Original
Indenture, as heretofore supplemented, cease, determine and be
void, but otherwise shall be and remain in full force and effect.
AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, upon
the trusts and for the purposes aforesaid, as set forth in the
following covenants, agreements, conditions and provisions, viz:
SECTION 1. Title and Terms of Series F Bonds. There
shall be a series of bonds designated "First Mortgage Bonds,
Series F (Sinking Fund) 6.89% Due 2008". The Series F Bonds
shall be limited in aggregate principal amount to $25,000,000,
shall be issuable only as fully registered bonds without coupons
and shall be issued substantially in the form hereinbefore set
forth. The Series F Bonds shall mature on May 1, 2008, and may
be issued in denominations of $1,000 and any multiple thereof.
The Series F Bonds shall bear interest, until payment
of the principal thereof has been made or duly provided for, at
the rate per annum specified in the title of the Series F Bonds,
payable semi-annually on May 1 and November 1 in each year,
commencing on November 1, 1993. Interest shall be payable on any
overdue payment of principal (including any overdue redemption),
premium and (to the extent legally enforceable) interest, at a
rate per annum from time to time equal to the greater of (i)
7.89% or (ii) the rate of interest publicly announced by Morgan
Guaranty Trust Company of New York from time to time in New York
City as its Prime Rate (but only to the extent allowable under
the Order entered on May 3, 1993 by the Maine Public Utilities
Commission in Docket No. 93-081), accruing at such rate from the
date on which such payment was due and unpaid.
Each bond of Series F shall be dated the date of its
authentication and interest shall be payable on the principal
represented thereby from the interest payment date next preceding
the date thereof to which interest has been paid, unless the date
thereof is an interest payment date to which interest has been
paid, in which case such interest shall be payable from such
date, or unless the date thereof is prior to the first interest
payment date, in which case such interest shall be payable from
the date on which any bonds of Series F were first issued;
provided, however, that interest shall be payable on each bond of
Series F authenticated between an interest payment date and the
record date therefor as set forth in this Section, and provided,
further, that if the Company shall default in the payment of the
interest due on such interest payment date, any bond of Series F
so authenticated shall bear interest from the May 1 or
November 1, as the case may be, next preceding the date of such
bond to which interest has been paid (or, in case no interest has
been paid on such bond of Series F, from the date on which any
bonds of Series F were first issued).
Interest on any Series F Bond shall be paid to the
person in whose name such bond (or notwithstanding the
cancellation thereof, the bond in exchange or substitution for
which such bond shall have been issued) is registered at the
close of business on the applicable record date; provided,
however, that if the Company shall default in the payment of the
interest due on any interest payment date on the principal
represented by any Series F Bond, such defaulted interest shall
be paid to the person in whose name such bond (or any bond issued
upon registration of transfer or exchange thereof) is registered
on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of Series F Bonds
not less than ten days preceding such subsequent record date.
The term "record date" shall mean, with respect to any semi-
annual interest payment date for the Series F Bonds, the close of
business on the 15th day of April or the 15th day of October, as
the case may be, next preceding such interest payment date, or
with respect to any payment of defaulted interest, the close of
business on any subsequent record date established as provided
above which shall be at least five business days prior to the
payment date for such defaulted interest.
The principal of and the premium, if any, and interest
on the Series F Bonds shall be payable in any coin or currency of
the United States of America which at the time of payment is
legal tender for the payment of public and private debts, at the
principal office of the Trustee in the City of Boston,
Massachusetts, or at the principal office of its successor as
Trustee, or, at the option of the holder, (i) at the principal
office of the Company's paying agent in the Borough of Manhattan,
City of New York, New York, or (ii) at any other office or agency
designated by the Company for the purpose.
Notwithstanding any provision to the contrary in the
bonds of Series F or in the Indenture, Section 5.1 of the Bond
Purchase Agreement dated as of June 1, 1993 pursuant to which the
bonds of Series F were initially issued (hereinafter generally
referred to as the Bond Purchase Agreement) shall govern payments
with respect to the bonds of Series F to the bondholders referred
to in said Section. The Trustee hereby consents to the method of
payment described in the aforesaid Section 5.1. The Trustee also
consents to the provisions of Section 6.3 of said Bond Purchase
Agreement and agrees that if any lost, destroyed, stolen or
mutilated bond of Series F was held by the original holder or an
Institutional Investor, as defined in the Bond Purchase Agreement
("Institutional Investor"), of financial responsibility
reasonably satisfactory to the Company, or any nominee for any
such original holder or such Institutional Investor, (a) an
agreement of indemnity reasonably satisfactory to the Company
from such original holder or such Institutional Investor shall
constitute indemnity satisfactory to the Trustee for purposes of
Section 2.10 of the Indenture and (b) the Trustee will look only
to the Company for reimbursement of its expenses incurred in
connection with such replacement.
The bonds of Series F shall be exchangeable for a like
aggregate principal amount of bonds of such series of other
authorized denominations at the option of the holders and without
charge, except that the Company, at its option, may require the
payment of a sum sufficient to reimburse it for any stamp or
other tax or governmental charge incident thereto. The Trustee
and the Trustee's authenticating agent are hereby appointed
registrars of the bonds of Series F for the purpose of
registering transfers and exchanges of bonds of Series F as
herein provided.
SECTION 2. Original Issue of the Series F Bonds. At
any time after the execution and delivery of this Supplemental
Indenture, upon the application of the Company, the Trustee shall
authenticate and deliver $25,000,000 in aggregate principal
amount of bonds of Series F, upon delivery of the instruments
referred to in Sections 5.01, 5.03 and 5.05 of the Original
Indenture, as heretofore and hereby supplemented, and receipt by
the Trustee of the bonds to be authenticated, duly executed by
the Company.
SECTION 3. Redemption of Series F Bonds. The Series F
Bonds shall be redeemable in whole or in part (in multiples of
$1,000) by the operation of the sinking fund provided therefor in
Section 4 of this Supplemental Indenture, or by operation of
various provisions of the Original Indenture, as heretofore
supplemented, at the time or times specified therein, or, at the
option of the Company, at any time and from time to time prior to
maturity, in each instance at the applicable redemption price and
accrued interest to the date fixed for redemption on the
principal amount of the bonds being redeemed. The applicable
redemption price shall be:
(a) 100% of the principal amount of the bonds
being redeemed (constituting the "Special Redemption
Price"), if the bonds are redeemed through the operation of
the sinking fund, or by the use of Trust Moneys, or pursuant
to Section 9.13 of the Original Indenture, as heretofore
supplemented, and
(b) otherwise, 100% of the Called Principal plus
the Yield-Maintenance Amount, as those terms are defined in
the form of Series F Bonds hereinbefore set forth.
On any redemption of bonds of Series F, the Trustee, in
the name and on behalf of the Company, shall mail, by first class
mail, postage prepaid, a notice of redemption to each registered
holder of a bond to be redeemed (in whole or in part) at the last
address of such holder appearing on the bond register; provided,
however, that, in the case of any redemption of bonds of Series F
for which the applicable redemption price has as a component a
Yield-Maintenance Amount (as defined in the bonds of Series F),
the Company, and not the Trustee, shall mail the notice of
redemption as aforesaid, and the Trustee shall have no
responsibility or liability in connection with any acts or
omissions by the Company related to the notice of any such
redemption. Such notice shall be mailed not less than 30 days
prior to the date fixed for redemption.
The Company shall notify the Trustee at least 15 days
(or such fewer number of days as may be satisfactory to the
Trustee) before the date on which any notice of redemption of
bonds of Series F (otherwise than through the operation of the
sinking fund) is required to be given by the Trustee. The
Company shall be responsible for delivering statements
calculating Yield-Maintenance Amounts and resulting redemption
prices to bondholders as required by the form of bond of Series F
hereinbefore set forth and shall cause a similar statement to be
delivered to the Trustee no later than the second business day
(or such later date as may be satisfactory to the Trustee) before
the applicable date fixed for redemption.
Section 9.7 of the Bond Purchase Agreement is a
bondholders' redemption agreement (within the meaning of
Section 8.02 of the Indenture) among the holders of the bonds of
Series F, satisfactory to and a copy of which is on file with the
Trustee, that provides for the method that shall be followed by
the Trustee in selecting bonds or parts of bonds for redemption
in the event such redemption is a redemption of a part only of
the bonds of Series F. The bonds of Series F provide that, by
the acceptance thereof, the holders thereof are deemed to have
executed, and are bound by the terms of, the Bond Purchase
Agreement. Section 9.7 thereof provides that the principal
amount of any partial redemption of the bonds of Series F shall
be allocated, in units of $1,000 or integral multiples thereof,
among the holders of the bonds of Series F at the time
outstanding, in proportion, as nearly as practicable, to the
respective unpaid principal amount of the bonds of Series F held
thereby, with adjustments, to the extent practicable, to equalize
for any prior redemption not made in exactly such proportion.
SECTION 4. Sinking Fund for Series F Bonds. The
Company covenants that, as a sinking fund for the bonds of
Series F, and so long as any of such bonds are outstanding, it
will, subject to the provisions of the Bond Purchase Agreement,
deposit with the Trustee cash in the amount of $1,667,000 at
least one business day before May 1, 1994, and at least one
business day before each May 1 thereafter through May 1, 2007
(each such May 1 being hereinafter referred to as a "Sinking Fund
Date"), such cash to be held subject to the provisions hereof.
The Trustee shall apply the amount of the cash so
deposited with it by the Company hereunder to the redemption, in
accordance with Article VIII of the Original Indenture, as
heretofore supplemented, on the Sinking Fund Date before which
such deposit is required to be made, of Series F Bonds in an
aggregate principal amount equal to the amount of cash so
deposited. Each deposit of cash with the Trustee pursuant hereto
shall, subject to the provisions of the Bond Purchase Agreement,
be accompanied by a further deposit in an amount sufficient to
pay the accrued interest on the Series F Bonds to be redeemed,
and such further deposit shall be applied by the Trustee to the
payment of such interest.
SECTION 5. Yield-Maintenance Amount for Series F
Bonds. The Company further covenants that, so long as any of
Series F Bonds are outstanding, upon any declaration pursuant to
Section 10.01 of the Original Indenture that the principal and
interest accrued on all the bonds then outstanding are due and
payable immediately, the amounts then immediately due and payable
with respect to the outstanding Series F Bonds shall consist of
(i) the principal amount thereof, (ii) all interest accrued and
unpaid thereon, and (iii) the Yield-Maintenance Amount (as
hereinafter defined), if any, with respect to each such Series F
Bond; provided, however, that such Yield-Maintenance Amount shall
be due and payable upon such declaration only if the following
conditions are satisfied:
(a) Such declaration is based upon an event of default
under any clause of said Section 10.01 other than clauses (f) and
(g) thereof; and
(b) The Trustee or the holders of at least 25% in
principal amount of the bonds then outstanding under the
Indenture, as the case may be, shall have given to the Company,
at least ten (10) business days before such declaration, written
notice stating its or their intention so to declare the bonds to
be immediately due and payable and identifying one or more such
events of default the occurrence of which, on or before the date
of such notice, permits such declaration, and one or more of the
events of default so identified shall be continuing at the time
of such declaration; provided that if, on the date of said notice
or prior to the date of the declaration made pursuant thereto,
the Trustee or any other holders of at least 25% in principal
amount of bonds then outstanding under the Indenture shall have
declared the principal of and interest accrued on all the bonds
then outstanding to be immediately due and payable, then,
anything herein to the contrary notwithstanding, the Yield-
Maintenance Amount, if any, on the bonds of Series F shall be
immediately due and payable on the date of such declaration by
the Trustee or such other holders.
For the purposes of this Section 5, the term "Yield-
Maintenance Amount" and all related terms shall have the meanings
ascribed thereto in the form of Series F Bond hereinbefore set
forth, provided that the definitions therein of the related terms
"Called Principal" and "Settlement Date" shall be revised to read
as follows:
"Called Principal" shall mean, with respect to any
bond of Series F, the principal of such bond that is to be
redeemed or is declared immediately due and payable pursuant
to Section 10.01 of the Indenture, as the context requires.
"Settlement Date" shall mean, with respect to the
Called Principal of any bond of Series F, the date on which
such Called Principal is to be redeemed or is declared to be
immediately due and payable pursuant to Section 10.01 of the
Indenture, as the context requires.
SECTION 6. Retirement of Series F Bonds. The Company
shall not, and shall not permit any of its subsidiaries or
affiliates to, redeem or otherwise retire in whole or in part
prior to their stated final maturity (other than pursuant to
Section 3 or 4 hereof or upon acceleration of such final maturity
pursuant to Section 10.01 of the Original Indenture, as
heretofore supplemented), or purchase or otherwise acquire,
directly or indirectly, Series F Bonds held by any holder, unless
the Company or such subsidiary or affiliate shall have offered to
redeem or otherwise retire or purchase or otherwise acquire, as
the case may be, the same proportion of the aggregate principal
amount of the Series F Bonds held by each other holder of a
Series F Bond at the time outstanding upon the same terms and
conditions. Any Series F Bonds so redeemed or otherwise retired
or purchased or otherwise acquired by the Company or any of its
subsidiaries or affiliates shall not be deemed to be outstanding
for any purpose under the Indenture, as heretofore and hereby
supplemented, subject to the terms of sub-clause (4) of the
definition of the term "outstanding" in Section 1.01(ee) of the
Original Indenture.
SECTION 7. Pledged Contracts. So long as any of the
Series F Bonds are outstanding, the Company will comply with the
provisions of subsections (a) and (b) of Section 6.13 of the
Original Indenture, as heretofore supplemented, and, except with
the consent of holders of 66-2/3% in principal amount of the
Series F Bonds outstanding, will observe the prohibitions and
limitations of subsection (c) of said Section 6.13.
SECTION 8. The Trustee. The Trustee shall be entitled
to, may exercise and shall be protected by, where and to the full
extent that the same are applicable, all the rights, powers,
privileges, immunities and exemptions and shall be subject to the
duties and liabilities of the Trustee, provided in the Original
Indenture, as heretofore supplemented and confirmed and as herein
supplemented and confirmed. The remedies and provisions of the
Original Indenture, as heretofore supplemented and confirmed and
as herein supplemented and confirmed, applicable in case of any
default by the Company thereunder, are hereby adopted and made
applicable in case of any such default with respect to the
properties included herein. Without limitation of the generality
of the foregoing, there are hereby conferred upon the Trustee the
same powers of sale and other powers over the properties
described herein as are by the Original Indenture, as heretofore
supplemented, expressed to be conferred.
SECTION 9. No Liability for Recitals. The recitals
contained herein and in the bonds (except the Trustee's
authentication certificate) shall be taken as the statements of
the Company and the Trustee assumes no responsibility for the
correctness of the same. The Trustee makes no representations as
to the value of the mortgaged and pledged property or any part
thereof, or as to the title of the Company thereto; or as to the
validity or adequacy of the security afforded thereby and by the
Indenture, or as to the validity of the Indenture or of the bonds
or coupons issued thereunder. The Trustee shall not be
responsible for the effect, authorization, execution, delivery or
recording of this Supplemental Indenture, except as expressly set
forth in the Original Indenture, as heretofore supplemented. The
Trustee shall not be taken impliedly to waive by this
Supplemental Indenture any right it would otherwise have.
SECTION 10. The Original Indenture. This Supplemental
Indenture is expressly made supplemental to, and shall form a
part of, the Original Indenture, as heretofore supplemented, and
the conveyances hereby made are subject to all of the conditions,
covenants and warranties in the Original Indenture, as heretofore
supplemented, contained, and the use of terms and expressions
herein is in accordance with the definitions and constructions
contained in the Original Indenture, as heretofore supplemented.
This Supplemental Indenture shall become void when the Original
Indenture, as heretofore supplemented, shall be void.
SECTION 11. Trust Indenture Act to Control. If any
provision of this Supplemental Indenture limits, qualifies or
conflicts with the duties imposed by any of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939, as amended by the
Trust Indenture Reform Act of 1990, through operation of Section
318(c), such imposed duties shall control.
SECTION 12. Effect of Headings. The headings of the
different Sections of this Supplemental Indenture are inserted
for convenience of reference, and are not to be taken to be any
part of those provisions, or to control or affect the meaning,
construction or effect of the same.
SECTION 13. Counterparts. This Supplemental Indenture
is being simultaneously executed in several counterparts, all of
which are identical, and all said counterparts are to be deemed
to constitute but one and the same instrument.
IN WITNESS WHEREOF, Maine Yankee Atomic Power Company
has caused this Supplemental Indenture to be executed on its
behalf by its President or one of its Vice Presidents or its
Treasurer and its corporate seal to be hereunto affixed and
attested by its Secretary or an Assistant Secretary; and The
First National Bank of Boston, as Trustee, has caused this
Supplemental Indenture to be executed on its behalf and its
corporate seal to be hereunto affixed by one of its Authorized
Officers or Authorized Signatories; all as of the day and year
first above written but actually on the date or dates set forth
in the Acknowledgments hereto.
MAINE YANKEE ATOMIC POWER COMPANY
By s/Michael E. Thomas
Treasurer
[Corporate Seal]
Attest:
s/William M. Finn
Secretary
Signed, sealed and delivered on
behalf of Maine Yankee Atomic
Power Company in the presence
of:
s/Judith Sargent
THE FIRST NATIONAL BANK OF BOSTON,
Trustee
By s/J. E. Mogavero
[Corporate Seal]
Signed, sealed and delivered on
behalf of The First National
Bank of Boston in the presence
of:
s/E. J. Donaghey
STATE OF MAINE )
) ss.:
COUNTY OF KENNEBEC )
On this 2nd day of June, 1993, before me appeared
Michael E. Thomas, the Treasurer of Maine Yankee Atomic Power
Company, to me personally known, who executed the foregoing
instrument on behalf of said corporation and acknowledged the
same to be his free act and deed in said capacity and the free
act and deed of Maine Yankee Atomic Power Company.
WITNESS my hand and official seal the day and year
first above written.
s/Geraldine Downer Scott
Notary Public
Geraldine Downer Scott
Notary Public, Maine
My Commission Expires May 1, 1995
(Notarial Seal)
COMMONWEALTH OF MASSACHUSETTS )
) ss.:
COUNTY OF SUFFOLK )
On this 1st day of June, 1993, before me appeared
J. E. Mogavero , an Authorized Officer of The First
National Bank of Boston, to me personally known, who executed the
foregoing instrument on behalf of said corporation and
acknowledged the same to be such person's free act and deed in
said capacity and the free act and deed of The First National
Bank of Boston.
WITNESS my hand and official seal the day and year
first above written.
s/Shawn Patrick George
Notary Public
Shawn Patrick George
Notary Public
My Commission Expires
September 2, 1999
(Notarial Seal)