Exhibit 4-C
to Form S-3
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MASSACHUSETTS ELECTRIC COMPANY
(FORMERLY WORCESTER COUNTY ELECTRIC COMPANY)
TO
STATE STREET BANK AND TRUST COMPANY
(FORMERLY SECOND BANK-STATE STREET TRUST COMPANY
SUCCESSOR TO
THE SECOND NATIONAL BANK OF BOSTON)
TRUSTEE
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SUPPLEMENTAL INDENTURE
Dated as of
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Supplementing
FIRST MORTGAGE INDENTURE
and
DEED OF TRUST
To The Second National Bank of Boston, Trustee
Dated as of July 1, 1949
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To Secure First Mortgage Bonds
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ISSUE
First Mortgage Bonds - Series
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MASSACHUSETTS ELECTRIC COMPANY
SUPPLEMENTAL INDENTURE
Dated as of
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TABLE OF CONTENTS
(Not part of the Indenture)
Page
CAPTIONS AND RECITALS. . . . . . . . . . . . . . . . . . . . . .1
Form of Series Bond [Face] . . . . . . . . . . . . .3
Form of Trustee's Certificate. . . . . . . . . . . . . .6
Form of Series Bond [Reverse]. . . . . . . . . . . .7
GRANTING CLAUSES . . . . . . . . . . . . . . . . . . . . . . . 10
Recital of Consideration.. . . . . . . . . . . . . . . 10
Grant. . . . . . . . . . . . . . . . . . . . . . . . . 11
Reservations and Exceptions. . . . . . . . . . . . . . 11
Habendum . . . . . . . . . . . . . . . . . . . . . . . 12
Trust Declaration. . . . . . . . . . . . . . . . . . . 12
ARTICLE 1. Covenants Regarding the Trust Estate. . . . . . . . 12
1.01 Covenant against encumbrances. . . . . . . . . . 12
1.02 Covenant of seisin; warranty . . . . . . . . . . 13
ARTICLE 2. Particular Provisions Concerning the Series Bonds13
2.01 Issue of Series Bonds. . . . . . . . . . . . 13
2.02 Form of Bond . . . . . . . . . . . . . . . . . . 14
2.03 Dating and Interest Payments . . . . . . . . . . 14
2.04 Limitations on amount. . . . . . . . . . . . . . 17
2.05 Execution. . . . . . . . . . . . . . . . . . . . 17
2.06 Transfer and exchange, etc.. . . . . . . . . . . 17
2.07 Redemption . . . . . . . . . . . . . . . . . . . 18
2.08 Replacement Fund and "net earnings" definition . 19
2.09 Covenant with respect to section 13.03 of
Original Indenture. . . . . . . . . . . . . . 19
ARTICLE 3. Amendment to the Indenture. . . . . . . . . . . . . 20
3.01 Section 3.03 of the Original Indenture . . . . . 20
3.02 Section 3.04 of the Original Indenture . . . . . 20
3.03 Section 3.04 of the Original Indenture . . . . . 21
Page
ARTICLE 4. Concerning the Trustee; Defeasance;
Miscellaneous Provisions. . . . . . . . . . . 21
4.01 Concerning the Trustee . . . . . . . . . . . . . 21
4.02 Defeasance . . . . . . . . . . . . . . . . . . . 22
4.03 Supplemental to Original Indenture . . . . . . . 22
4.04 No default under Original Indenture;
corporate authority . . . . . . . . . . . . . 22
4.05 For benefit of parties and Bondholders only. . . 22
4.06 Approval by Trustee of Bond form . . . . . . . . 22
4.07 Date of Supplemental Indenture . . . . . . . . . 22
4.08 Counterparts . . . . . . . . . . . . . . . . . . 23
4.09 Cover, headings, etc.. . . . . . . . . . . . . . 23
TESTIMONIUM AND EXECUTION. . . . . . . . . . . . . . . . . . . 24
SCHEDULE A . . . . . . . . . . . . . . . . . . . . . . . . . . 25
ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . 33
CERTIFICATE OF VOTES . . . . . . . . . . . . . . . . . . . . . 34
SUPPLEMENTAL INDENTURE, dated as of
, between MASSACHUSETTS ELECTRIC COMPANY (formerly Worcester
County Electric Company and hereinafter generally called the
Company), a corporation duly organized and existing under the laws
of The Commonwealth of Massachusetts, having its principal place of
business and mailing address at 25 Research Drive, Westborough,
Massachusetts, and STATE STREET BANK AND TRUST COMPANY (formerly
Second Bank-State Street Trust Company, successor to The Second
National Bank of Boston, and hereinafter generally called the
Trustee), a corporation duly organized and existing under the laws
of The Commonwealth of Massachusetts, having its principal place of
business and address at 225 Franklin Street, Boston, Massachusetts,
and duly authorized to execute the trusts hereof.
WHEREAS the Company has heretofore executed and delivered to
State Street Bank and Trust Company, and its predecessors, as
Trustee, its First Mortgage Indenture and Deed of Trust, dated as
of July 1, 1949, and recorded, among other places, with Worcester
District Deeds, of Worcester County, Massachusetts, Book 3201, Page
1 and Worcester Registry District of the Land Court as Document
#12516 (hereinafter singly generally called the Original Indenture,
and with this and all other indentures supplemental thereto
collectively called the Indenture), whereby the Company has given,
granted, bargained, sold, warranted, pledged, assigned,
transferred, mortgaged, and conveyed to the Trustee all and
singular the property therein described, whether then owned or
thereafter acquired, to secure its First Mortgage Bonds
(hereinafter generally called the Bonds) of an unlimited (except as
therein provided) permitted aggregate principal amount, to be
issued in one or more series as provided in the Original Indenture;
and
WHEREAS the Original Indenture has heretofore been supplemented
and amended by Supplemental Indentures, viz.:
Supplemental Indenture Dated as of
---------------------- -----------
First Supplemental Indenture March 1, 1951
Second Supplemental Indenture May 1, 1952
Third Supplemental Indenture October 1, 1955
Fourth Supplemental Indenture December 1, 1959
Fifth Supplemental Indenture July 1, 1961
Sixth Supplemental Indenture September 1, 1962
Seventh Supplemental Indenture December 1, 1963
Eighth Supplemental Indenture March 1, 1966
Ninth Supplemental Indenture April 1, 1968
Tenth Supplemental Indenture May 1, 1969
Eleventh Supplemental Indenture October 1, 1970
Twelfth Supplemental Indenture October 1, 1972
Thirteenth Supplemental Indenture October 1, 1975
Fourteenth Supplemental Indenture October 1, 1982
Fifteenth Supplemental Indenture June 1, 1986
Sixteenth Supplemental Indenture December 1, 1988
Seventeenth Supplemental Indenture July 1, 1989
Eighteenth Supplemental Indenture March 1, 1992
Nineteenth Supplemental Indenture January 1, 1993
Twentieth Supplemental Indenture September 1, 1993
(hereinafter referred to as the Prior Supplemental Indentures)
whereby the Company has given, granted, bargained, sold, warranted,
pledged, assigned, transferred, mortgaged, and conveyed to the
Trustee all and singular the property therein specified, whether
owned at the time of the execution or thereafter acquired by the
Company, to secure its Bonds issued or to be issued in one or more
series as provided in the Original Indenture; and
WHEREAS the Company has heretofore issued under the Indenture
and had outstanding as of , the following aggregate
principal amount of First Mortgage Bonds:
Series Percent Due Amount
------ ------- --- ------
R various various$
S various various$
T various various$
U various various$
(hereinafter referred to as the Outstanding Bonds); and
WHEREAS the Company proposes to issue under the Indenture an
additional series of Bonds, to be designated First Mortgage Bonds,
Series (hereinafter generally called Series Bonds or Bonds
of Series ); and
WHEREAS sections 4.07 and 4.17 of the Original Indenture
provide that the Company will from time to time give further
assurances to the Trustee, and will from time to time subject to
the lien of the Indenture all after-acquired property included or
intended to be included in the trust estate, and section 12.01 of
the Original Indenture provides that the Company and the Trustee
may from time to time enter into indentures supplemental to the
Original Indenture for certain purposes as therein specifically set
forth, among other things to provide for the issue of Bonds of a
series other than Series A and the forms and provisions of such
other series pursuant to the provisions of section 2.02 of the
Original Indenture; and to add to the covenants and agreements of
the Company such further covenants and agreements as the board of
directors of the Company shall consider to be for the protection of
the holders of the Bonds outstanding under the Indenture and for
the protection of the trust estate; and
WHEREAS section 3.04 of the Original Indenture makes provision
for the application by the Company, upon compliance with the
applicable provisions of the Indenture, for the certification and
delivery of additional Bonds against the retirement of Bonds
bearing a higher interest rate, which have not been bona fide sold,
pledged or otherwise negotiated by the Company, and whereas the
parties hereto desire to amend the Indenture in order to add
provisions, not inconsistent with the security and protection
intended for the protection of the Bondholders, to clarify such
provisions and to better provide for the certification and delivery
of additional Bonds based upon the retirement of Unissued Bonds;
and
WHEREAS the Company has determined to execute and the Trustee,
at the request of the Company, has further determined to join in
this Supplemental Indenture to make certain changes in the
Indenture which shall not relieve the Company or the Trustee of any
obligation which it would otherwise have to any holder, or in any
manner impair the rights and remedies of any holder, of any of the
Outstanding Bonds; and
WHEREAS the Company desires to issue from time to time an
unlimited aggregate principal amount of Series Bonds; and
currently, the Company has approval, to the extent required by law,
from the Massachusetts Department of Public Utilities to issue from
time to time $100,000,000 aggregate principal amount of Series
Bonds and execute and deliver this Supplemental
Indenture; and all things necessary to make such issues of Series
Bonds, in aggregate principal amount not in excess of
$100,000,000, when executed by the Company and certified by the
Trustee and delivered as herein and in the Original Indenture
provided, the legal, valid, and binding obligations of the Company
according to their tenor, and to make this
Supplemental Indenture a legal, valid, and binding instrument
supplemental to the Original Indenture, have in all respects been
duly authorized; and
WHEREAS the Series Bonds and the Trustee's certificate and
the form of endorsement thereon are to be in substantially the
following form:
[Form of Series Bond]
[Face]
[IF APPLICABLE, INSERT - Unless this certificate is presented by an
authorized representative of The Depository Trust Company (55 Water
Street, New York, New York) to the issuer or its agent for
registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or such other name
as requested by an authorized representative of The Depository
Trust Company and any payments are made to Cede & Co., any
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede
& Co., has an interest herein.]
NUMBER REGISTERED
$
CUSIP
MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, Series
%, Due
Original Issue Date:
MASSACHUSETTS ELECTRIC COMPANY, a Massachusetts corporation
(hereinafter, with its successors and assigns as defined in the
Indenture mentioned below, generally called the Company), for value
received, hereby promises to pay to or
registered assigns, on , (or earlier as hereinafter
referred to) the principal sum of _______________________ DOLLARS
($ ) in lawful money of the United States of America, at
the corporate trust office in Boston, Massachusetts, of State
Street Bank and Trust Company (hereinafter with its successors
generally called the Trustee) or at the corporate trust office of
its successor in the trusts created by the Indenture mentioned
below, and in such other places, if any, as may be authorized for
the purpose, and to pay interest thereon, in like lawful money,
from the original issue date specified above, if the date hereof is
prior to ____________, ____, or, if thereafter, from the first day
of May or November, as the case may be, next preceding the date
hereof to which interest has been paid or duly provided for (or
from the date hereof if such date be either of said days and
interest has been paid or duly provided for to such date), at the
rate per annum specified below the title of this Bond, at said
office of the Trustee, semiannually, on May 1 and November 1 of
each year until payment of the principal hereof. Interest so
payable, and punctually paid or duly provided for, on the first day
of May or November will be paid to the person in whose name this
Bond (or one or more Predecessor Bonds, as defined in said
Indenture) is registered at the close of business on April 15 or
October 15 (whether or not a business day) next preceding such
first day of May or November. However, any such interest
installment that is not punctually paid or duly provided for shall
forthwith cease to be payable to the registered owner on such April
15 or October 15, as the case may be, and may be paid to the person
in whose name this Bond (or one or more Predecessor Bonds) is
registered at the close of business on a special record date for
the payment of such defaulted interest to be fixed by the Trustee,
notice whereof shall be given to Bondholders not less than fifteen
days prior to such special record date, or may be paid, at any time
and without prior notice to Bondholders, to the person in whose
name this Bond is registered at the close of business on the day
next preceding the date of such payment, or may be paid at any time
in any other lawful manner not inconsistent with the requirements
of any securities exchange on which the Series Bonds may at the
time be listed and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Interest
payable at maturity or upon earlier redemption will be payable to
the person to whom the principal will be payable. At the option of
the Company, interest may be paid by check payable to the order of
and mailed to the address of the person entitled thereto as the
name and address of such person shall appear on registration books
maintained pursuant to said Indenture.
Interest (including payments for partial periods) will be
calculated on the basis of a 360-day year of twelve 30-day months.
Interest will not accrue on the 31st day of any month.
The provisions of this Bond are continued on the reverse hereof
and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the
Indenture until the certificate hereon shall have been signed by
the Trustee.
IN WITNESS WHEREOF, Massachusetts Electric Company has caused
this Bond to be executed, either manually or by facsimile, under
its corporate seal by its officers thereunto duly authorized.
Dated:
MASSACHUSETTS ELECTRIC COMPANY
By And By
President Treasurer
TRUSTEE'S CERTIFICATE
This is one of the First Mortgage Bonds - Series referred
to in the within mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
As Trustee,
By
Authorized Signature
[Form of Series Bond]
[Reverse]
MASSACHUSETTS ELECTRIC COMPANY
First Mortgage Bond, Series
%, Due
Original Issue Date:
This Bond is one of a duly authorized issue of First Mortgage
Bonds of the Company, issued or to be issued in one or more series,
the series, of which this Bond is one, being designated First
Mortgage Bonds, Series , and all of said Bonds of all series and
forms being issued or to be issued under and secured by a certain
First Mortgage Indenture and Deed of Trust (herein, with all
indentures stated to be supplemental thereto to which the Trustee
shall be a party, including a Supplemental
Indenture dated as of , generally called the
Indenture), to which Indenture, an executed counterpart of which is
on file with the Trustee, reference is hereby made for a
description of the property mortgaged and pledged to the Trustee as
security for said Bonds, and for a statement of the nature and
extent of the security, the terms and conditions upon which said
Bonds are or are to be issued and secured, the rights and remedies
under the Indenture of the holders of all of said Bonds, and the
rights and obligations under the Indenture of the Company and of
the Trustee; but neither the foregoing reference to the Indenture,
nor any provision of this Bond or of the Indenture, shall affect or
impair the obligation of the Company, which is absolute,
unconditional, and unalterable, to pay, at the stated or
accelerated maturities herein provided, the principal of and
premium, if any, and interest on this Bond as herein provided.
In certain events, on the conditions, in the manner, to the
extent, and with the effect set forth in the Indenture,
(1) the principal of this Bond may be declared and/or may
become due and payable before the stated maturity hereof,
together with the interest accrued hereon;
(2) the Company and the Trustee may make modifications or
alterations of the provisions of the Indenture and of this Bond
with the consent of the holders of the percent of the principal
amount of the Bonds at the time outstanding provided in the
Indenture; provided, however, that no such alteration or
modification shall (a) impair the obligation of the Company
in respect of the principal of or premium or interest on any
Bond, or extend the maturity or reduce the rate or extend the
time of payment of interest thereon, or modify the terms of
payment of such principal or interest without the consent of
the holder thereof, (b) permit the creation of any lien prior
to or on a parity with the lien of the Indenture except as
expressly authorized by the Indenture, or (c) reduce the
percentage of the principal amount of Bonds with the consent of
the holders of which modifications or alterations may be made
as aforesaid;
(3) the holders of the percent of the principal amount of
the Bonds at the time outstanding provided in the Indenture,
may waive any existing default under the Indenture and the
consequences of any such default, except a default in the
payment of the principal of, premium, if any, or interest on
any of the Bonds, and except a default arising from the
creation of any lien prior to or on a parity with the lien of
the Indenture; [IF APPLICABLE, INSERT - and]
(4) upon payment of charges and compliance with other
conditions as provided in the Indenture, the Series Bonds
[IF APPLICABLE, INSERT - not drawn for redemption] are
interchangeable, at the principal office of the Trustee and at
such other offices or agencies of the Trustee or of the Company
as may be designated for the purpose, for like aggregate
principal amounts of Bonds of the same series and original
issue date with identical terms and provisions, in
denominations of $1,000 or any integral multiples thereof
(provided, however, the Company shall not be required to make
transfers or exchanges during the 15 days preceding any
interest payment date [IF APPLICABLE, INSERT - and during any
reasonable period which may be necessary in connection with the
selection by lot of Bonds to be redeemed]); and, except as
aforesaid, this Bond [IF APPLICABLE, INSERT - , if not drawn
for redemption,] is transferable on books to be kept by the
Company at said office of the Trustee and at such other offices
or agencies, upon surrender and cancellation hereof at any such
office or agency, duly endorsed or accompanied by a duly
executed instrument of transfer, and thereupon a new Bond or
Bonds of the same series and original issue date with identical
terms and provisions, for a like aggregate principal amount
will be issued to the transferee or transferees in exchange for
this Bond [IF APPLICABLE INSERT -; and
(5) this Bond singly or together with all or less than all
other Bonds of the same series, original issue date, and
identical terms and provisions, or, if this Bond is for a
principal amount exceeding $1,000, any part of the principal
amount hereof constituting $1,000 or any integral multiple
thereof, may be called for redemption at any time prior to
maturity, whether or not on an interest payment date, upon
prior notice given by a mailing thereof to the respective
registered owners of such Bonds not less than thirty days prior
to the redemption date [IF APPLICABLE, INSERT - (a) if at the
option of the Company or through the application of moneys
deposited with the Trustee as the basis for the issuance of
Bonds, at the respective general redemption prices, stated as
percentages of the called principal amount, set forth in Column
A below [IF APPLICABLE, INSERT - provided, however, that
neither this Bond nor any portion hereof shall be so redeemed
prior to , , if such redemption is for the
purpose or in anticipation of refunding such Bond, or any
portion hereof, through the use, directly or indirectly, of
funds borrowed by the Company at an effective interest cost to
the Company (computed in accordance with generally accepted
financial practice) of less than % per annum,] and (b) if]
through the application of replacement fund, release,
insurance, eminent domain, or other moneys held by the Trustee,
at the respective special redemption prices, stated as
percentages of the called principal amount, set forth [IF
APPLICABLE, INSERT - in Column B] below:
IF REDEEMED AT
ANY TIME IN THE
RESPECTIVE [COLUMN A] [COLUMN B]
TWELVE MONTHS'
PERIOD BEGINNING
GENERAL SPECIAL
IN EACH OF THE REDEMPTION REDEMPTION
FOLLOWING YEARS PRICES PRICES
--------------- ---------- ---------------
[Table to be completed as provided in the certificate as to
form.]
together in each case with accrued and unpaid interest to the
date fixed for redemption [IF APPLICABLE, INSERT -, provided,
however, that neither this Bond nor any portion hereof shall be
so redeemed prior to , ]. If this Bond is called
in whole or in part, and if provision has been duly made for
notice of such call and for payment as required in the
Indenture, thereafter this Bond, or such called part of the
principal amount hereof, shall cease to be secured by the lien
of the Indenture, no interest shall accrue on this Bond or such
called part hereof on and after the date fixed for redemption,
and the Company after said date fixed for redemption shall be
under no further liability in respect of the principal of or
premium, if any, or interest on this Bond or such called part
hereof (except as expressly provided in the Indenture); and if
less than the whole principal amount hereof shall be so called,
the registered owner hereof shall be entitled, in addition to
the sums payable on account of the part called, to receive,
without expense to such owner, on surrender of this Bond duly
endorsed or accompanied by a duly executed instrument of
transfer, one or more Series Bonds of the same series and
original issue date with identical terms and provisions, for an
aggregate principal amount equal to that part of the principal
amount hereof not then called and paid].
Payment of the principal of and/or premium, if any, on this
Bond to the registered owner (or his registered assigns) hereof and
payment of the interest on this Bond as hereinabove provided shall
be a discharge of the Company, the Trustee, and any paying agent in
respect of such principal, premium, and/or interest, as the case
may be.
No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Bond against any incorporator,
stockholder, director, officer, employee, or agent, past, present,
or future, as such, of the Company or of any predecessor or
successor corporation, either directly or through the Company or
any such predecessor or successor corporation, under any rule of
law, statute, or constitution or by the enforcement of any
assessment or otherwise, all such liability of incorporators,
stockholders, directors, officers, employees, and agents being
waived and released.
[End of Form of Bond]
NOW, THEREFORE, this Supplemental Indenture
witnesseth that, pursuant to and in execution of the powers,
authorities, and obligations conferred, imposed, and reserved in
the Original Indenture, and every other power, authority, and
obligation thereto appertaining and/or enabling, and in
consideration of the premises, of the sum of $10 duly paid to the
Company by the Trustee, and of other good and valuable
considerations, receipt whereof upon the delivery of this
Supplemental Indenture the Company hereby acknowledges, and
for the purpose of confirming the Original Indenture as heretofore
supplemented, and as an indenture hereby expressly stated to be
supplemental to the Original Indenture, and in order to secure the
equal pro rata payment (except as in the Indenture otherwise
provided) of both the principal of and the interest on all of the
Bonds at any time certified, issued, and outstanding under the
Indenture according to their tenor and the provisions of the
Indenture, and to secure the faithful performance and observance of
all the covenants, obligations, conditions, and provisions
contained in the Bonds and in the Indenture, and in order to
provide for the forms, provisions, and issue of the Series
Bonds;
THE COMPANY HEREBY gives, grants, bargains, sells, warrants,
pledges, assigns, transfers, mortgages, and conveys unto the
Trustee, and its successors in the trusts of the Indenture, and its
and their assigns, all and singular the property and rights and
interests in property included in the trust estate and given,
granted, bargained, sold, warranted, pledged, assigned,
transferred, mortgaged, and conveyed, by the Original Indenture and
the Prior Supplemental Indentures, or intended or required so to
be, whether then or now owned or thereafter or hereafter acquired,
except such properties or rights or interests in property as may
have been released by the Trustee or sold or disposed of in whole
or in part as permitted by the Original Indenture as heretofore
supplemented and amended, including, without limiting the
generality of the foregoing, the property and rights and interests
in property specifically described in Schedule A hereto;
SUBJECT, HOWEVER, in so far as affected thereby, to any
mortgages or other encumbrances or liens constituting permitted
liens as defined in the Original Indenture, the Prior Supplemental
Indentures, or herein, to the liens, encumbrances, reservations,
restrictions, limitations, covenants, interests, and exceptions, if
any, set forth or referred to in the descriptions of such property
contained in Schedules A thereto and hereto, none of which
substantially interferes with the free use and enjoyment by the
Company of the property and rights and interests in property
hereinbefore described for the general purposes and uses of the
Company's electric business;
AND SUBJECT FURTHER, as to all property of any character
acquired after the respective dates of the Original Indenture, the
Prior Supplemental Indentures, and this
Supplemental Indenture, in so far as affected thereby, to any
mortgages, encumbrances, or liens on such after-acquired property
existing at the time of such acquisition or contemporaneously
created, conforming to the provisions of section 4.16 of the
Original Indenture;
BUT SPECIFICALLY RESERVING AND EXCEPTING from the foregoing
grant, pledge, assignment, transfer, mortgage, and conveyance, all
property and rights and interests in property of the character
specifically reserved and excepted from the grant, pledge,
assignment, transfer, mortgage, and conveyance of the Original
Indenture;
TO HAVE AND TO HOLD the trust estate, with all of the
privileges and appurtenances thereunto belonging, unto the Trustee,
its successors in the trusts hereof, and its and their assigns, to
its and their own use, forever;
BUT IN TRUST NEVERTHELESS for the equal pro rata benefit,
security and protection (except as provided in sections 2.09 and
2.10 of the Original Indenture, and except in so far as a sinking,
improvement, or analogous fund or funds, established in accordance
with the provisions of the Original Indenture, may afford
particular security for Bonds of one or more series, and except for
independent security as provided in section 2.02 of the Original
Indenture) of the bearers and the registered owners of the Bonds
from time to time certified, issued, and outstanding under the
Indenture, and the bearers of the coupons appertaining thereto,
without (except as aforesaid) any preference, priority, or
distinction whatever of any one Bond over any other Bond by reason
of priority in the issue, sale, or negotiation thereof, or
otherwise;
PROVIDED, HOWEVER, and these presents are upon the condition,
that if the Company shall pay or cause to be paid the principal of
and premium, if any, and interest on the Bonds at the times and in
the manner therein and in the Indenture provided, and shall keep,
perform, and observe all and singular the covenants, agreements and
provisions in the Bonds and in the Indenture expressed to be kept,
performed, and observed by or on the part of the Company, then the
Indenture and the estate and rights thereby and hereby granted
shall, pursuant to the provisions of Article 15 of the Original
Indenture, 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.:
ARTICLE 1.
COVENANTS REGARDING THE TRUST ESTATE.
1.01. The Company covenants that the property specifically
described in the granting clauses hereof, including Schedule A
hereto, and now owned by the Company, is wholly free from and
unencumbered by any defect, mortgage, pledge, charge, or other
encumbrance or lien, of any kind, superior to or on a parity with
the lien of the Indenture, except only taxes for the current year
not yet due, and those liens, encumbrances, and defects, if any,
referred to in said granting clauses; and the Company will duly and
punctually remove, perform, pay, and discharge or, if it contests,
will stay (and indemnify the Trustee from time to time to the
satisfaction of the Trustee against) the enforcement of all
obligations and claims arising or to arise out of or in connection
with each and all thereof.
The Company will not create or suffer any other mortgage,
pledge, charge, or material encumbrance or lien, of any kind,
superior to or on a parity with the lien of the Indenture, upon the
property included in the trust estate, or any part thereof, now
owned or hereafter acquired, except only such as are permitted by
the provisions of section 4.16 of the Original Indenture.
1.02. The Company covenants that it is lawfully seised in fee
simple of the real estate, and owns outright and is lawfully
possessed in its own right, absolutely, and unconditionally, of the
other property and rights constituting the trust estate, described
in the granting clauses hereof, including Schedule A hereto, and
now owned by the Company, and has good title to, and full power and
authority to give, grant, bargain, sell, warrant, pledge, assign,
transfer, mortgage, and convey the property, rights, and interests
hereby presently given, granted, bargained, sold, warranted,
pledged, assigned, transferred, mortgaged, and conveyed or
purported or intended so to be, all subject only to taxes for the
current year not yet due, and to those liens, encumbrances, and
defects, if any, referred to in said granting clauses; and the
Company will warrant and defend the title to the property from time
to time included in the trust estate, and every part thereof, to
the Trustee, against all claims and demands whatsoever of any
person and all persons claiming or to claim the same or any
interest therein, subject only as aforesaid, to permitted liens,
and to mortgages, encumbrances, and liens on after-acquired
property of the character permitted by section 4.16 of the Original
Indenture.
ARTICLE 2.
PARTICULAR PROVISIONS CONCERNING THE SERIES BONDS
In addition to the provisions of the Indenture applicable by
their terms, the following provisions relating to the form and
provisions of the Series Bonds are established as follows:
2.01. The Series Bonds shall be issued from time to time
upon delivery to the Trustee of a certificate as to form signed by
the president or the treasurer of the Company setting forth the
matters described below.
Each issue of the Series Bonds shall be designated in such
manner as to distinguish it from all other issues. Bonds of each
such issue shall be identical in tenor and effect. The
certificates as to form shall designate, within such limits as may
be from time to time established by a directors' resolution, the
designation and amount of the issue, the date of maturity (which
date shall be not less than nine months nor more than thirty years
from the original issue date of such issue of Bonds), the interest
rate, the provisions for call and redemption, if any, including any
premium or premiums payable thereon.
2.02. The Series Bonds shall consist of fully registered
Bonds without coupons in denominations of $1,000 or any integral
multiple thereof authorized by a certificate as to form, with
distinguishing letters and/or numbers as may be determined by a
certificate as to form, and all as approved by the Trustee. The
permanent Series Bonds and Trustee's certificate shall be
substantially in the forms hereinbefore recited, with appropriate
insertions, omissions, and variations approved by the Trustee for
the different issues and denominations. The permanent Series
Bonds shall be lithographed on steel engraved tints (or, (i) if so
authorized by the certificate as to form, engraved either fully or
partially in such manner as to meet the listing requirements of any
securities exchange on which such Series Bonds may at the time
be listed or (ii) if so authorized by the certificate as to form,
printed, photocopied, or otherwise reproduced in such manner as to
meet the requirements of a depository with which the Series
Bonds may be placed).
The certificate as to form may also provide that ownership of
all of such Series Bonds shall be evidenced by one or more
certificates placed with a depository. If, after the initial
issuance of an issue of the Series Bonds which had been placed
with a depository, the depository is no longer willing or able to
hold such issue of the Series Bonds, the Company may determine
that ownership of such Series Bonds shall be evidenced in the
usual certificated form and shall advise the Trustee of its
determination. In such event, the Company shall take actions
necessary to withdraw such Series V Bonds from the depository and
shall prepare and execute and cause to be authenticated and
delivered replacement Series V Bonds, in certificate form, to the
beneficial owners thereof. No provision of the certificate as to
form with respect to matters referred to in this paragraph shall be
made applicable to the holder of a Bond or Bonds of Series the
original issue date of which is prior to the date of the
certificate as to form, except at the option of such holder.
2.03. Notwithstanding the provisions of the third paragraph of
section 2.01 of the Original Indenture, each Series Bond shall
be dated and bear interest as set forth in this section 2.03.
Each Series Bond shall be dated the date of its
certification and delivery.
Interest will be payable from the interest payment date next
preceding the date thereof to which interest has been paid or duly
provided for, (i) unless the date thereof is an interest payment
date to which interest has been paid or duly provided for, in which
case the interest shall be payable from such date, or (ii) unless
the date thereof is prior to the first interest payment date for
that issue, in which case the interest shall be payable from the
original issue date of such issue of Series Bonds.
Interest (including payments for partial periods) will be
calculated on the basis of a 360-day year of twelve 30-day months.
Interest will not accrue on the 31st day of any month.
Except as hereinafter provided, the interest installment on any
Series Bond which is payable, and is punctually paid or duly
provided for, on any first day of May or November shall be paid to
the person in whose name that Bond (or one or more Predecessor
Bonds) is registered at the close of business on the relevant
regular record date, namely, April 15 or October 15 (whether or not
a business day) next preceding.
All Series Bonds with an original issue date which is after
the record date for a particular interest payment date shall bear
interest from such original issue date, but payment of interest
shall commence on the second interest payment date succeeding said
original issue date.
Any interest installment on any Series Bond which is
payable, but is not punctually paid or duly provided for (in whole
or in part), on any first day of May or November (herein called
Defaulted Interest) shall forthwith cease to be payable to the
registered owner on the relevant regular record date, and such
Defaulted Interest may be paid by the Company, at its election in
each case, in either of the ways provided in clause (i) or clause
(ii) below:
(i) The Company may elect to make payment of any Defaulted
Interest to the persons in whose names the Series Bonds (or
their respective Predecessor Bonds) are registered at the close of
business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company
shall notify the Trustee in writing of the amount of Defaulted
Interest proposed to be paid on each Series Bond and the date
of the proposed payment which shall be not less than forty-five
days after the receipt by the Trustee of such notice of the
proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest, or shall
make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the persons
entitled to such Defaulted Interest as in this clause provided.
Thereupon the Trustee shall fix a special record date for the
payment of such Defaulted Interest which shall be not more than
fifteen days nor less than five days prior to the date of the
proposed payment. The Trustee shall promptly notify the Company of
such special record date and, in the name and at the expense of the
Company, shall cause notice of the proposed payment of such
Defaulted Interest and the special record date therefor to be
mailed, first-class postage prepaid, to each owner of Series
Bonds, at the owner's address on the transfer registry, not less
than fifteen days prior to such special record date. The Trustee
may, in its discretion, in the name and at the expense of the
Company, cause a similar notice to be published at least once in a
newspaper or newspapers printed in the English language,
customarily published on each business day, of general circulation
in each city or place where interest is payable, but such
publication shall not be a condition precedent to the establishment
of such special record date. Notice of the proposed payment of
such Defaulted Interest and the special record date therefor having
been mailed as aforesaid, such Defaulted Interest shall be paid to
the persons in whose names the Series Bonds (or their
respective Predecessor Bonds) are registered on such special record
date and shall no longer be payable pursuant to the following
clause (ii).
(ii) The Company may elect to make payment of any Defaulted
Interest in any other lawful manner not inconsistent with the
requirements of any securities exchange on which Series Bonds
may at the time be listed, and upon such notice as may be required
by such exchange, if, after notice given by the Company to the
Trustee of the proposed payment pursuant to this clause, such
payment shall be deemed practicable by the Trustee.
Interest payable at maturity or upon earlier redemption will be
payable to the person to whom the principal will be payable in
accordance with the provisions of the Indenture.
As used herein "Predecessor Bonds" of any particular Bond means
every previous Bond evidencing all or a portion of the same debt as
that evidenced by such particular Bond; and, for the purposes of
this definition, any Bond certified and delivered in lieu of a
destroyed or lost Bond shall be deemed to evidence the same debt as
the destroyed or lost Bond.
Subject to the foregoing provisions of this section 2.03, each
Series Bond upon transfer of or exchange for or in lieu of any
other Series Bond of the same original issue date and identical
terms and provisions shall carry the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Series
Bond.
Payment of the principal of and/or premium, if any, on any
Series Bond to the registered owner (or the owner's registered
assigns) thereof and payment of the interest on any such Bond as
therein and in this section 2.03 provided shall be a discharge of
the Company, the Trustee, and any paying agent in respect of such
principal, premium and/or interest, as the case may be.
2.04. The permitted aggregate principal amount of Series
Bonds which may be executed by the Company and certified by the
Trustee shall not be limited except as otherwise provided in
Article 3 of and elsewhere in the Original Indenture, and except
that the aggregate principal amount of Bonds certified, delivered
and outstanding at any time shall never in any event exceed the
amount at that time permitted by law.
2.05. All of the Series Bonds shall be executed, in the
name and on behalf of the Company and under its corporate seal
impressed or imprinted thereon, by its president or one of its
vice-presidents, and by its treasurer or one of its assistant
treasurers, and shall be expressed to take effect as sealed
instruments. The signature of any or all of these officers on the
Series Bonds may be either manual or facsimile. In case any
officer of the Company who shall have signed or sealed any of the
Series Bonds shall not have been such officer on the date borne
by the Bonds, or shall cease to be such officer before the Bonds so
signed or sealed shall have been actually certified and/or
delivered, such Bonds, nevertheless, by presentation to the Trustee
for certification, or by delivery, shall be adopted by the Company
and may be certified and delivered as herein provided, and
thereupon shall be issued hereunder and shall be as binding upon
the Company as though the person who signed or sealed such Bonds
had been such officer of the Company on the date borne by the Bonds
and on the date of certification and delivery.
2.06. The Series Bonds shall be transferable and
exchangeable for other fully registered bonds of the same series,
original issue date and identical terms and provisions, and may be
presented for payment, and notices, requests, and demands in
respect of the Series Bonds may be served or made, in the
manner and upon the conditions, including the payment of applicable
charges, set forth in the form of Series Bonds hereinbefore
recited and in section 2.06 of and elsewhere in the Original
Indenture; provided, however, that the owner of any Series Bond
shall be entitled to transfer or exchange such Bond without charge
(except for any stamp tax or other governmental charge incident
thereto); and provided, further, that the Company shall not be
required (i) to issue, transfer or exchange any Series Bond
during the fifteen days next preceding any interest payment date
and during any reasonable period which may be necessary in
connection with the selection by lot of Bonds to be redeemed, or
(ii) to transfer or exchange any Series Bond so selected for
redemption in whole or in part.
2.07. The certificate as to form shall provide, as to an issue
of Series Bonds, whether such Bonds may be called, as a whole
or in part, and whether any part of the principal amount thereof,
may be called, at the option of the Company or pursuant to any
applicable provision of the Original Indenture or this
Supplemental Indenture, for redemption at any time prior to
maturity, whether or not on an interest payment date, in each case
upon not less than 30 days' prior notice given as hereinafter
provided, at the applicable redemption price, together in each case
with accrued and unpaid interest to the redemption date. The
certificate as to form may provide, as to any issue of Series
Bonds, that none of such Bonds shall be so called for a period of
years, as set forth in the certificate. The applicable redemption
price shall be as set forth in the certificate as to form.
The certificate as to form may provide, as to any issue of
Series Bonds, that none of such Bonds shall be redeemed prior
to a stated date at general redemption prices if such redemption is
for the purpose or in anticipation of refunding such Bonds, or any
part thereof, through the use, directly or indirectly, of funds
borrowed by the Company at an effective interest cost to the
Company (computed in accordance with generally accepted financial
practice) of less than the effective interest cost to the Company
of such Bonds.
Notice of such redemption shall be given, money for such
redemption shall be deposited with and held and applied by the
Trustee, and such redemption shall be carried out in the manner and
with the effect specified in sections 5.02, 5.03, and 5.04 of the
Original Indenture, subject to the provisions of this paragraph.
"Published Notice" with respect to any redemption of Series
Bonds need not be given but a similar notice shall be mailed,
first-class postage prepaid, at least thirty days prior to any
redemption date of Series Bonds, to each owner of the Bonds to
be redeemed, at such owner's address on the transfer registry. As
a convenience, but not as a condition precedent to a redemption,
the Trustee may, in its discretion, in the name and at the expense
of the Company, cause a similar notice of redemption to be
published at least once in a newspaper or newspapers printed in the
English language, customarily published on each business day and of
general circulation in each city or place where the principal of
the Bonds is payable. In case the Company shall have elected to
redeem less than all the outstanding Series Bonds, it shall, in
each such instance, at least fifteen days before the date upon
which mailing of the notice of redemption herein mentioned is
required to be made, notify the Trustee in writing of such election
and of the aggregate principal amount of Bonds to be redeemed and
the original issue date or dates of the Series Bonds from which
redemption is to be made, and the Trustee shall thereupon select
the Bonds to be redeemed from the outstanding Series Bonds of
the appropriate issue or issues not previously called for
redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection or redemption
of portions of the principal of Bonds of denominations greater than
$1,000 the portions of the principal of the Bonds so selected for
partial redemption to equal $1,000 or an integral multiple thereof
(provided, however, no remaining part of such bond shall be less
than $1,000), and within ten days after receiving the aforesaid
notice shall notify the Company in writing of the Bonds selected
for redemption and, in the case of any Bond selected for partial
redemption, the principal amount thereof to be redeemed. In case
the Company shall have elected to redeem less than all of an issue
of the outstanding Series Bonds, the notice of redemption shall
state, among other things, the identification (by numbers, groups
of numbers ending in the same digit, or series of digits, or
otherwise) and, in the case of partial redemption of Bonds of
denominations greater than $1,000, the respective principal amounts
of the Bonds to be redeemed. Installments of interest on any
Series Bonds maturing on or prior to the redemption date of
such Bond shall continue to be payable as provided in section 2.03
of this Supplemental Indenture.
2.08. The provisions of section 5.06 of the Original Indenture
(as amended by section 3.01 of the Second Supplemental Indenture
and sections 2.07 of the Fourth and Sixth Supplemental Indentures)
shall be operative so long as any Series Bonds are outstanding;
and the provisions of sections 2.07 and 2.08 of the Fourth
Supplemental Indenture, which by said sections are expressed to be
operative so long as any Series E Bonds are outstanding, shall be
operative so long as any Series Bonds are outstanding, but
subject to the provision of section 2.07 of the Sixth Supplemental
Indenture.
2.09. The Company covenants that so long as any Series
Bonds are outstanding it will not request a successor corporation
to deliver Bonds to the Trustee in the manner and with the effect
set forth in paragraphs (2), (3), and (4) of section 13.03 of the
Original Indenture.
ARTICLE 3
AMENDMENT TO THE INDENTURE
3.01 There is hereby added to Article 3 section 3.02 of the
Original Indenture two new paragraphs at the conclusion of
section 3.02 reading as follows:
"The Company may, from time to time, and upon furnishing
the Trustee with the documents set forth in this section and
in section 3.03, direct the Trustee to acknowledge on its
books the right of the Company to request the certification
and delivery of Bonds pursuant to section 3.04 up to the
amount set forth in such direction. Such rights are
hereinafter called "Unissued Bonds." Any additional property
used as the basis for the acknowledgment of the Unissued
Bonds shall be deemed funded for the purposes of any
certificate required under any section of this Indenture, and
such Unissued Bonds shall be deemed to be Bonds outstanding
hereunder for the purposes of this section, section 3.03 and
section 3.04 (including in any application or certificate
required hereby or thereby) in the principal amounts and
having the interest rates and maturity dates as set forth in
the written application therefor but shall not have any
voting rights or be deemed to be Bonds outstanding hereunder
for any other purpose. The Trustee, upon being furnished by
the Company with an officers' certificate surrendering the
rights evidenced by any Unissued Bonds, shall acknowledge
upon its books the cancellation of said Unissued Bonds. Any
canceled Unissued Bonds not used theretofore against the
issuance of Bonds pursuant to section 3.04 shall thereafter
be treated as though they had never been outstanding.
The authorizing directors' resolutions and forms
required by paragraph (a) of this section 3.02 and the
authorizations and forms in the documents required by
paragraphs (b), (e), and (f) of this section as applicable to
Unissued Bonds shall be considered subsumed in the
authorizations and forms for the Bonds to be ultimately
issued pursuant to section 3.04. The opinion required
pursuant to paragraph (d) of this section shall be
appropriately modified to reflect the use of the Unissued
Bonds as herein provided."
3.02 Section 3.04 of Article 3 of the Original Indenture is
hereby amended by adding in the 1st line after "and delivered"
the following:
"and Unissued Bonds may be acknowledged by the
Trustee."
3.03 There is added to Article 3 section 3.04 of the
Original Indenture two new paragraphs at the conclusion of
section 3.04 reading as follows:
"References herein to the certification and delivery of
Bonds to the aggregate amount of Bonds which shall have been
retired and which are unfunded shall be considered to include
the aggregate amount of Unissued Bonds which the Trustee has
acknowledged pursuant to section 3.02 and section 3.03 and
which are unfunded and not otherwise cancelled. Such
Unissued Bonds shall be deemed to be funded to the extent
that they have been used as the basis for the certification
and delivery of Bonds pursuant to this section.
Any application of the Company for the authentication
and delivery of Bonds pursuant to this section against
"Unissued Bonds" created in accordance with section 3.02
shall be accompanied by an officers' certificate stating that
retirements since July 1, 1949, were not greater than the
amount payable as an improvement fund since July 1, 1949,
and, unless there has been filed a net earnings certificate
including the interest charges on the Unissued Bonds within
the calendar year preceding the date of the application,
shall be accompanied by a net earnings certificate satisfying
the requirement of paragraph (d) of section 3.03 as far as
applicable."
ARTICLE 4.
CONCERNING THE TRUSTEE; DEFEASANCE;
MISCELLANEOUS PROVISIONS
4.01. The Trustee accepts the trusts under this
Supplemental Indenture, and shall be entitled to, may
exercise and shall be protected by all the rights, powers,
privileges, immunities, and exemptions provided in the Original
Indenture, and the provisions concerning the same are adopted and
made applicable to this Supplemental Indenture as
fully as if set forth herein at length. The recitals of fact
contained herein and in the Series Bonds (except the
Trustee's certificate upon said Bonds) shall be taken as the
statements of the Company and the Trustee assumes no
responsibility for the same. The Trustee makes no
representations as to the value of the trust estate 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 or by the
Indenture, or as to the validity of this
Supplemental Indenture or of the Series Bonds. The Trustee
shall not be taken impliedly to waive hereby any right it would
otherwise have.
4.02. This Supplemental Indenture shall
become void when the Original Indenture shall become void.
4.03. This Supplemental Indenture is hereby
expressly stated to be supplemental to the Original Indenture
and, as provided in the Original Indenture, shall form a part
thereof and shall be so construed. Except as herein expressly
otherwise defined, the use of terms and expressions herein is in
accordance with the definitions, uses and expressions contained
in the Original Indenture.
4.04. The Company warrants that at the date of execution and
delivery hereof the Company is not in default in any respect
under any of the provisions of the Original Indenture as
heretofore supplemented or of the Outstanding Bonds, and
covenants that it will perform and fulfill all the terms,
covenants, and conditions of the Indenture to be performed and
fulfilled by the Company. The Company is duly organized and
existing under the laws of The Commonwealth of Massachusetts and
is duly authorized under all applicable provisions of law to
create and issue the Series Bonds and to execute this
Supplemental Indenture. All corporate action on its part
for the creation and issue of the Series Bonds and for the
execution and delivery of this Supplemental
Indenture has been duly and effectively taken. The Series
Bonds in the hands of the holders thereof, and this
Supplemental Indenture, are and will be, respectively,
the legal, valid, and binding obligations of the Company.
4.05. All the covenants and provisions of this
Supplemental Indenture and of the Series Bonds are for the
sole and exclusive benefit of the parties hereto and the holders
of the Bonds, and no others shall have any legal, equitable, or
other right, remedy, or claim under or by reason of this
Supplemental Indenture or of the Series Bonds.
4.06. The Trustee hereby approves the form of the permanent
Series Bonds and the form of Trustee's certificate pertaining
thereto, all as hereinbefore recited, and the form of this
Supplemental Indenture.
4.07. This Supplemental Indenture is stated to
be dated as of . This is intended as and
for a date for reference and for identification, the actual time
of the execution hereof being the date set forth in the
testimonium clause hereof.
4.08. This Supplemental Indenture may be
executed in any number of counterparts, each of which shall be
deemed an original; and such counterparts shall constitute but
one and the same instrument, which shall for all purposes be
sufficiently evidenced by any such original counterpart.
4.09. The cover of this Supplemental
Indenture and all article and description headings, and the table
of contents and marginal headings and notes, if any, are inserted
for convenience only, and shall not affect any construction or
interpretation hereof.
IN WITNESS WHEREOF, Massachusetts Electric Company has caused
this Supplemental Indenture to be executed, and its
corporate seal to be hereto affixed, by its officers thereunto
duly authorized, and State Street Bank and Trust Company has
caused this Supplemental Indenture to be executed,
and its corporate seal to be hereto affixed, by its officers
thereunto duly authorized, all as of the day and year first above
written, but actually executed on the day of
.
MASSACHUSETTS ELECTRIC
COMPANY,
By:
_______________
_______________
ATTEST:
_______________
_______________
STATE STREET BANK AND TRUST
COMPANY,
As Trustee,
By:
_________________
_________________
ATTEST:
_________________
_________________
SCHEDULE A
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF )
On this day of , before me personally
appeared and ,
to me personally known, who, being by me duly sworn, did say that
they are and ,
respectively, of Massachusetts Electric Company, that the seal
affixed to the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed by
them on behalf of said corporation by authority of its Board of
Directors; and the said and
acknowledged said instrument to be the free act and deed of
said corporation.
Notary Public
My commission expires
THE COMMONWEALTH OF MASSACHUSETTS )
) ss.
COUNTY OF )
On this day of , before me
personally appeared and
, to me personally known, who, being by me duly sworn,
did say that they are and
, respectively, of State Street Bank and Trust Company,
that the seal affixed to the foregoing instrument is the
corporate seal of said trust company and that said instrument was
signed and sealed on behalf of said trust company by authority of
its Board of Directors; and the said and
acknowledged said instrument to be the free act
and deed of said trust company.
Notary Public
My Commission expires
I, ,
of Massachusetts Electric Company, a corporation duly organized
under the laws of The Commonwealth of Massachusetts and having
its principal place of business in Westborough, Massachusetts,
hereby certify that at a special meeting of the stockholders of
said Company, duly called and held at 25 Research Drive,
Westborough, Massachusetts, on October 18, 1982, by the
affirmative action of at least a majority of the Company's shares
outstanding and entitled to vote thereon, upon motion duly made
and seconded, the following vote was duly adopted:
Voted: That the Board of Directors of the Company is authorized
to vote to mortgage all or substantially all of the
Company's property, including its franchises, in
connection with the issue from time to time of the
Company's bonds and other actions under the Company's
First Mortgage Indenture and Deed of Trust and
supplements thereto.
I further certify that at a regular meeting of the Board of
Directors of said Company, duly called and held at 25 Research
Drive, Westborough, Massachusetts, on
, at which meeting a quorum was present and acting
throughout, by the affirmative action of all the directors
present, upon motions duly made and seconded, the following votes
were duly passed:
Voted: That this Company mortgage all or substantially all of
its property, including its franchises, in connection
with the issue of the New Bonds and other actions under
the Indenture.
Voted: That the form, terms, and provisions of the supplemental
indentures created for each additional issue and/or
series of New Bonds, a form of which is presented to
this meeting, and hereby ordered filed as Exhibit "_"
with the minutes of the meeting, are hereby approved;
and the President, any Vice President, the Treasurer,
and any Assistant Treasurer are severally authorized, in
the name and on behalf of the Company, to execute, under
the corporate seal attested by the Clerk or any
Assistant Clerk, to acknowledge and to deliver, an
instrument in substantially the form of said Exhibit
"_", with appropriate provisions relating to principal
amounts, maturity dates, interest rates, interest
payment dates, provisions for redemption, and refunding
provisions, as well as other terms and conditions for
the specific issue and/or series of New Bonds, within
such limits as may be established from time to time by
this Board, the total
principal amount of New Bonds to be issued under said
supplemental indentures to be unlimited, and with such
further modifications as the officers executing said
supplemental indentures shall approve, in as many
counterparts as the officer so acting may deem
advisable, and to cause the same to be filed and
recorded and refiled and rerecorded as they or any one
or more of them shall deem advisable, such execution and
delivery to be conclusive evidence that same is
authorized by this vote.
Voted: That the Board of Directors considers the additions to
and amendment of the covenants and agreements of the
Indenture, as contained in the form of the supplemental
indenture attached hereto as Exhibit "__", to be for the
protection of the holders of the Bonds outstanding under
said Indenture and for the protection of the trust
estate.
And I further certify that, as appears from the records of
said Company, is the , being
duly authorized to execute in the name and on behalf of said
Company the foregoing Supplemental Indenture
dated as of , and I am
of said Company, duly authorized to attest the ensealing of
said Supplemental Indenture; that the
foregoing Supplemental Indenture, to which this
Certificate is attached, is substantially in the form presented
to and approved at said directors' meeting held on
; that the foregoing is a true and correct copy of the
votes passed at each of said meetings as recorded in the records
of said Company; and that said votes remain in full force and
effect without alteration.
WITNESS my hand and the corporate seal of Massachusetts
Electric Company on .
(Assistant) Clerk