Exhibit 4(b)
SUPPLEMENTAL INDENTURE NO. 1
dated as of __________, 19__
to
COLLATERAL TRUST INDENTURE
dated as of __________, 19__
among
W3A FUNDING CORPORATION,
LOUISIANA POWER & LIGHT COMPANY
and
BANKERS TRUST COMPANY,
not in its individual capacity
but solely as Trustee
SUPPLEMENTAL INDENTURE NO. 1, dated as of __________,
19__, among W3A Funding Corporation, a Delaware corporation (the
"Company"), LOUISIANA POWER & LIGHT COMPANY, a Louisiana
corporation ("LP&L"), and BANKERS TRUST COMPANY, a New York
banking corporation, not in its individual capacity but solely as
trustee (the "Trustee"),
W I T N E S S E T H :
WHEREAS, the Company and LP&L have heretofore executed
and delivered to the Trustee a Collateral Trust Indenture, dated
as of __________ __, 199_ (the "Original Indenture"), to provide
for the issuance from time to time of the Company's bonds, notes
or other evidences of indebtedness to be issued in one or more
series (the "Securities"); and
WHEREAS, Sections 2.03 and 11.01 of the Original
Indenture provide, among other things, that the Company, LP&L and
the Trustee may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of
establishing the form and terms of Securities of any series as
permitted by said Sections 2.03 and 11.01; and
WHEREAS, the Company and LP&L (a) desire the issuance
by the Company of [two] series of Securities to be designated as
hereinafter provided and (b) have requested the Trustee to enter
into this Supplemental Indenture No. 1 for the purpose of
establishing the form and terms of the Securities of such series
(said Original Indenture, as supplemented by this Supplemental
Indenture No. 1, being hereinafter called the "Indenture"); and
WHEREAS, all action on the part of the Company and LP&L
necessary to authorize the execution and delivery of this
Supplemental Indenture No. 1 and the issuance of the aforesaid
Securities has been duly taken; and
WHEREAS, all acts and things necessary to make the
Securities of the series herein created and established, when
executed by the Company and authenticated and delivered by the
Trustee as provided in the Original Indenture, the valid, binding
and legal obligations of the Company, and to constitute these
presents a valid and binding supplemental indenture and agreement
according to its terms, have been done and performed, and the
execution of this Supplemental Indenture No. 1 and the creation
and issuance under the Indenture of such Securities have in all
respects been duly authorized;
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE NO. 1
WITNESSETH:
That in order to establish the form and terms of and to
authorize the authentication and delivery of the Securities of
the series herein created and established, and in consideration
of the acceptance of such Securities by the holders thereof and
of the sum of one dollar duly paid to the Company by the Trustee
at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company and LP&L each covenant and agree with
the Trustee, for the equal and proportionate benefit of the
respective holders from time to time of the Securities, as
follows:
ARTICLE ONE
THE BONDS
SECTION 1.01. Terms of the Bonds.
There are hereby created and established two separate
series of Securities designated, respectively, "Waterford 3
Secured Lease Obligation Bonds, ____% Series due ____"
(hereinafter sometimes called the "Series ____ Bonds") and
"Waterford 3 Secured Lease Obligation Bonds, ____% Series due
____" (hereinafter sometimes called the "Series ____ Bonds" ).
The Series ____ Bonds and the Series ____ Bonds are hereinafter
sometimes referred to, collectively, as the "Bonds". The Bonds
of each series shall be issued in the aggregate principal
amounts, shall bear interest at the rates per annum and shall
have the Stated Maturities of principal set forth below:
Original Interest Final
Principal Amount Rate Maturity
Series ____ Bonds $ %
Series ____ Bonds %
$
The Series ____ Bonds and the Series ____ Bonds shall be
substantially in the form of Exhibit A hereto. The interest on
the Bonds of each series of Bonds shall be due and payable as and
from the most recent interest payment date to which interest has
been paid or duly provided for or, with respect to any Bond
issued prior to the first interest payment date, the date of
original issuance thereof, semiannually on _________ and
_________ in each year (commencing ______________), until the
principal amount of the Bonds of such series is paid in full or
duly provided for. Payment of the principal of and premium, if
any, and interest on each Bond shall be made to the Holder
thereof upon presentation and surrender thereof at the corporate
trust office of any Paying Agent, except that payments of
interest and Installment Payment Amounts on such Bond, other than
such amounts payable on the Stated Maturity thereof, shall be
made without presentation or surrender thereof, by check drawn
upon the Paying Agent and mailed to the address of the Holder of
such Bond at the close of business on the Regular Record Date for
such payment (except as provided in Section 2.16 of the Original
Indenture in the case of a defaulted interest or Installment
Payment Amount payment) as such address shall appear in the
Security Register and except that if such Holder shall be a
securities depositary, such payment may be made by such other
means in lieu of check as shall be agreed upon by the Lessee, the
Trustee and such Holder.
SECTION 1.02. Installment Payments of Principal.
(a) Installment Payments. On each Installment Payment
Date set forth below, the Company shall pay an installment of
principal of each Bond of each series equal in amount to the
Installment Payment Percentage set forth below for such
Installment Payment Date multiplied by the Original Principal
Amount (as hereinafter defined) of such Bond. "Original
Principal Amount", when used with respect to the Bonds of either
series, means the principal amount identified as such on the face
of such Bond.
Installment Installment Payment Percentage
Payment Date
Series ____ Series ____
Bonds Bonds
(b) Certain Adjustments to Installment Payments and
Stated Maturity. (i) The principal amount of Bonds of either
series to be paid in installments on Installment Payment Dates
and at Stated Maturity for such series may be adjusted (a
"Payment Adjustment") and at Stated Maturity at the direction of
the Company, such adjustment to be correlative, as to amounts and
dates, to any adjustment to the principal amortization schedule
of the Pledged Lessor Bonds of the corresponding series issued
under any Lease Indenture pursuant to Section 6.03 of
Supplemental Indenture No. 2 to such Lease Indenture; provided,
however, that (A) no Payment Adjustment shall be made by the
Company which will increase or decrease the average life of the
Bonds of any series (calculated in accordance with generally
accepted financial practice) from the date of initial issuance by
more than 6 months and (B) the Company shall elect to make such
adjustment upon (and only upon) the direction of the Owner
Trustee in accordance with Section 2(c) of the Participation
Agreement. If the Company shall elect to make the foregoing
adjustment, the Company shall deliver to the Trustee and LP&L at
least 30 days prior to the first payment date proposed to be
affected by such adjustment, a Company Request (A) stating that
the Company has elected to make a Payment Adjustment as
contemplated in this Section, (B) setting forth a revised
maturity and Installment Payment Percentage Schedule applicable
to the Bonds of each series as to which a Payment Adjustment is
to be made, (C) attaching a copy of the revised principal
schedule or schedules for the Pledged Lessor Bonds of the
corresponding series, and (D) attaching calculations showing that
(x) the average life of the Bonds of the affected series will not
be reduced or increased except as permitted by this
subsection (b), (y) the aggregate principal amount of the Pledged
Lessor Bonds identified on Schedule 1 hereto equals the aggregate
principal amount of the Bonds and (z) the principal amortization
schedules of such Pledged Lessor Bonds are such as to provide
funds sufficient to repay in full, as and when due, the principal
of the Bonds as and when scheduled to become due, whether upon
payment of applicable Installment Payment Amounts on Installment
Payment Dates or at Stated Maturity. The Trustee may conclusively
rely on such Company Request and shall have no duty with respect
to the calculations referred to in the foregoing clause (D),
other than to make them available for inspection by any Holder of
Bonds at the Corporate Trust Office upon reasonable notice and
during business hours. The Trustee shall, at the expense of
LP&L, send to each Holder of Bonds of the series in respect of
which a Payment Adjustment has been made at least 20 days before
the first payment date to be affected thereby, by first class
mail, a copy of a schedule of principal amounts of Bonds to be
repaid after giving effect to such Payment Adjustment.
(ii) In the event that there shall have been any
partial redemption of the Bonds of either series (other than
pursuant to principal installment payments), each Installment
Payment Amount for each Bond of a series subsequent to such
redemption shall be reduced by (i) in the case of a partial
redemption pursuant to Section 1.05 hereof, an amount equal to
the amount obtained by multiplying such Installment Payment
Amount as in effect prior to such redemption by a fraction of
which the numerator shall be the aggregate principal amount of
Bonds of such series redeemed pursuant to such partial
redemption, and the denominator shall be the aggregate unpaid
principal amount of Bonds of such series Outstanding immediately
prior to such redemption and (ii) in the case of a partial
redemption pursuant to Section 1.03 hereof, an amount such that
the aggregate of all principal installment payments to be made on
the Bonds of such series on the relevant Installment Payment Date
shall be equal to the amount of principal of the Pledged Lessor
Bonds to be paid on such date under the remaining Lease
Indenture, any such reduction to be made on a pro rata basis, as
nearly as practicable, among the Holders of the Bonds of such
series.
SECTION 1.03. Redemption upon Lease Termination.
If any Lease is to be terminated pursuant to
Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5)
of the related Participation Agreement, and all Lessor Bonds
issued under the related Lease Indenture are to be prepaid,
Bonds, equal in principal amount to the Pledged Lessor Bonds
issued under such Lease Indenture shall be redeemed, on the date
on which such Lessor Notes are to be prepaid, at a Redemption
Price equal to the unpaid principal amount thereof plus accrued
interest to the Redemption Date, all subject, however, except in
the case of a termination pursuant to Section 14 of such Lease,
to the right of LP&L to assume such Lessor Bonds in which event
there shall be no redemption of Bonds as a consequence of such
termination.
SECTION 1.04. Sinking Fund Redemption.
There shall be no Sinking Fund for the retirement of
the Bonds of either series.
SECTION 1.05. Other Redemption.
The Bonds of each series shall be subject to redemption, at
the option of the Company, in whole at any time or in part from
time to time, at the Redemption Price of 100% of the unpaid
principal amount of the Bonds to be so redeemed, plus accrued
interest, if any, thereon to the Redemption Date, plus, if such
redemption is made prior to the applicable Premium Termination
Date, the Make-Whole Premium, if any. "Make-Whole Premium" shall
mean, with respect to the principal amount of any Bond to be
redeemed on any Redemption Date, the amount which the Investment
Banker determines as of the third Business Day prior to such
Redemption Date to equal the product obtained by multiplying (a)
the excess, if any, of (i) the sum of the present values of all
the remaining scheduled payments of principal and interest from
the Redemption Date to maturity of such Bond, computed on a semi-
annual basis by discounting such payments on each January 2 and
July 2 at a rate equal to the Treasury Rate, based on a 360-day
year of twelve 30-day months, over (ii) the aggregate unpaid
principal amount of such Bond plus any accrued but unpaid
interest thereon by (b) a fraction the numerator of which shall
be the principal amount of such Bond to be redeemed on such
Redemption Date and the denominator of which shall be the
aggregate unpaid principal amount of such Bond; provided that the
aggregate unpaid principal amount of such Bond for the purpose of
clauses (a)(ii) and (b) of this definition shall be determined
after deducting the principal installment, if any, due on such
Redemption Date. "Premium Termination Date" means _________ for
a Series __ Bond and _______ for a Series __ Bond. "Investment
Banker" shall mean an independent investment banking institution
of national standing appointed by LP&L or, if the Trustee does
not receive notice of such appointment at least ten days prior to
a scheduled Redemption Date or if an event of default under any
Lease shall have occurred and be continuing, appointed by the
Owner Trustee. "Treasury Rate" shall mean, with respect to each
Bond to be redeemed, a per annum rate (expressed as a semiannual
equivalent and as a decimal and, in the case of United States
Treasury bills, converted to a bond equivalent yield) determined
to be the per annum rate equal to the semiannual yield to
maturity of United States Treasury securities maturing on the
Average Life Date of such Bond, as determined by interpolation
between the most recent weekly average yields to maturity for two
series of United States Treasury securities (A) one maturing as
close as possible to, but earlier than, the Average Life Date of
such Bond and (B) the other maturing as close as possible to, but
later than, the Average Life Date of such Bond, in each case as
published in the most recent H.15(519) (or, if a weekly average
yield to maturity for United States Treasury securities maturing
on the Average Life Date of such Bond is reported in the most
recent H.15(519), as published in H.15(519)). H.15(519) means
"Statistical Release H.15(519), Selected Interest Rates," or any
successor publication, published by the Board of Governors of the
Federal Reserve System. The most recent H.15(519) means the
latest H.15(519) which is published prior to the close of
business on the third business day prior to the applicable
Redemption Date. "Average Life Date" shall mean, with respect to
any Bond to be redeemed, the date which follows the redemption
date by a period equal to the Remaining Weighted Average Life of
such Bond. "Remaining Weighted Average Life" shall mean, with
respect to any Bond to be redeemed, the number of days equal to
the quotient obtained by dividing (A) the sum of the products
obtained by multiplying (1) the amount of each remaining
principal payment on such Bond by (2) the number of days from and
including the redemption date, to but excluding the scheduled
payment date of such principal payment by (B) the unpaid
principal amount of such Bond.
Section 1.06. Selection by Trustee of Bonds to be
Redeemed.
Subject to the provisions of subsection (a) and (b) of
Section 6.03 of the Original Indenture, if fewer than all of the
Bonds of either series are to be redeemed, the particular Bonds
of such series to be redeemed shall be selected not more than 45
days prior to the Redemption Date by the Trustee by prorating, as
nearly as practicable, the principal amount of such Bonds to be
redeemed among the Holders of such Bonds.
ARTICLE TWO
PLEDGE OF LESSOR BONDS
Section 2.01. Pledge of Lessor Bonds.
To secure the payment of the principal of and premium,
if any, and interest on all the Securities from time to time
Outstanding under the Indenture, and the performance of the
covenants therein and herein contained, the Company by these
presents does grant, bargain, sell, release, convey, assign,
transfer, mortgage, hypothecate, pledge, confirm to the Trustee
and create a security interest in favor of the Trustee, for the
benefit of the Holders, in the Lessor Bonds identified on
Schedule 1 hereto (herein referred to as the "Pledged Lessor
Bonds"), to be held by the Trustee, in trust, for the uses and
purposes, and subject to the covenants and conditions, set forth
in the Original Indenture.
ARTICLE THREE
MISCELLANEOUS
SECTION 3.01. Execution as Supplemental Indenture.
This Supplemental Indenture No. 1 is executed and shall
be construed as an indenture supplemental to the Original
Indenture and, as provided in the Original Indenture, this
Supplemental Indenture No. 1 forms a part thereof.
SECTION 3.02. Definitions.
Capitalized terms used which are not defined herein
shall have the meanings ascribed thereto in the Original
Indenture.
SECTION 3.03. Counterpart Execution.
This Supplemental Indenture No. 1 may be executed in
any number of counterparts and by each of the parties hereto or
thereto on separate counterparts, all such counterparts together
constituting but one and the same instrument.
SECTION 3.02. Governing Law.
This Supplemental Indenture No. 1 is being and will be
executed and delivered in the State of New York, shall be deemed
to be a contract made in such State and for all purposes shall be
construed in accordance with and governed by the laws of the
State of New York, except to the extent that laws of other
jurisdictions are mandatorily applicable.
IN WITNESS WHEREOF, the Company, LP&L and the Trustee
have caused this Supplemental Indenture No. 1 to be duly executed
as of the day and year first above written.
W3A FUNDING CORPORATION
By
Title: Vice President
LOUISIANA POWER & LIGHT COMPANY
By
Title: Vice President
BANKERS TRUST COMPANY, not in its
individual capacity but solely
as Trustee
By
Title: Vice President
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
Personally appeared before me, the undersigned
authority in and for the said county and state, on this ____ day
of ____________, within my jurisdiction, the within named
_____________, who acknowledged that he is a Vice President of
W3A Funding Corporation, a Delaware corporation, and that for and
on behalf of the said corporation, and as its act and deed, he
executed the above and foregoing instrument, after first having
been duly authorized by said corporation so to do.
___________________________________
Notary Public
My Commission Expires:
__________________________
STATE OF LOUISIANA )
)ss.:
PARISH OF ORLEANS )
Personally appeared before me, the undersigned
authority in and for the said parish and state, on this ____ day
of _____________, within my jurisdiction, the within named
___________, who acknowledged that he is a ______________________
_________ of LOUISIANA POWER & LIGHT COMPANY, a Louisiana
corporation, and that for and on behalf of the said corporation,
and as its act and deed, he executed the above and foregoing
instrument, after first having been duly authorized by said
corporation so to do.
___________________________________
Notary Public
My Commission Expires:
__________________________
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
Personally appeared before me, the undersigned
authority in and for the said county and state, on this ____ day
of ________________, within my jurisdiction, the within named
________________, who acknowledged that he is a Vice President of
BANKERS TRUST COMPANY, a New York banking corporation, and that
for and on behalf of the said corporation, and as its act and
deed, he executed the above and foregoing instrument, after first
having been duly authorized by said corporation so to do.
___________________________________
Notary Public
My Commission Expires:
__________________________
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
Personally appeared before me, the undersigned
authority in and for the said county and state, on this ____ day
of _______________, within my jurisdiction, the within named
________________, who acknowledged that he is a Vice President of
BANKERS TRUST COMPANY, a New York banking corporation, Trustee
under the above and foregoing instrument, and that for and on
behalf of the said corporation, and as its act and deed in said
capacity as Trustee and its having been duly authorized so to do,
he executed the above and foregoing instrument, after first
having been duly authorized by said corporation so to do.
___________________________________
Notary Public
My Commission Expires:
__________________________
SCHEDULE 1
PLEDGED LESSOR BONDS
Lessor Bonds Issued Under Lease Indenture No. 1
Principal Interest
Series Number Amount Rate Maturity
R-1A
R-1B
Lessor Bonds Issued Under Lease Indenture No. 2
Principal Interest
Series Number Amount Rate Maturity
R-2A
R-2B
Lessor Bonds Issued Under Lease Indenture No. 3
Principal Interest
Series Number Amount Rate Maturity
R-3A
R-3B
EXHIBIT A
FORM OF BOND
[FRONT]
NUMBER
R-
________________________
WATERFORD 3
SECURED LEASE OBLIGATION BOND,
% SERIES DUE
INTEREST RATE MATURITY DATE CUSIP
%
REGISTERED HOLDER:
ORIGINAL PRINCIPAL AMOUNT: DOLLARS
W3A Funding Corporation, a Delaware corporation
(hereinafter called the "Company", which term includes any
successor corporation under the Indenture referred to on the
reverse hereof), for value received hereby promises to pay to the
Registered Holder named above, or registered assigns, the unpaid
portion of the Original Principal Amount (stated above) in
installments on each Installment Payment Date as set forth on the
reverse hereof with the final installment due and payable on the
Maturity Date (stated above) and to pay interest (computed on the
basis of a 360-day year consisting of twelve 30-day months) on
the principal amount remaining unpaid from time to time from the
most recent interest payment date to which interest has been paid
or duly provided for or, if this Bond is dated prior to
__________, the date of the original issuance of Bonds of this
series, semiannually on __________ and __________ in each year,
commencing __________, at the Interest Rate (stated above) per
annum, until the principal hereof is paid in full or made
available for payment. The interest or Installment Payment
Amount so payable shall, as provided in such Indenture, be paid
to the person in whose name this Bond (or one or more Predecessor
Securities, as defined in such Indenture) is registered at the
close of business on the Regular Record Date (all capitalized
terms used herein and not defined herein shall have the meanings
ascribed to them in the Indenture referred to on the reverse
hereof) for such interest or installment of principal, which
shall be the __________ (with respect to a __________ interest
payment date) or __________ (with respect to a __________
interest payment date), as the case may be (whether or not a
Business Day), next preceding such interest payment date or
Installment Payment Date. Any such interest or Installment
Payment Amount not so punctually paid or duly provided for shall
forthwith cease to be payable to the Registered Holder on such
Regular Record Date, and may be paid to the person in whose name
this Bond (or one or more Predecessor Securities) is registered
at the close of business on a Special Record Date for the payment
of such defaulted interest or defaulted installment to be fixed
by the Trustee (as defined on the reverse hereof), notice of
which shall be given to the Holders of the Bonds not less than
10 days prior to such Special Record Date, or may be paid at any
time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Bonds may be
listed, and upon such notice as may be required by such exchange,
all as more fully provided in such Indenture. Payment of the
principal of, and premium, if any, and interest on this Bond
shall be made upon presentation and surrender hereof at the
Corporate Trust Office of the Trustee in such coin or currency of
the United States of America as at the time of payment is legal
tender for payment of debts, except that payment of interest and
Installment Payment Amounts (other than that payable on the
Stated Maturity hereof) shall be made, without presentation or
surrender hereof, by check mailed to the address of the Holder
entitled thereto as such address shall appear in the Security
Register and except that if such Holder shall be a securities
depositary, such payment shall be made by such means in lieu of
check as shall be agreed upon by LP&L (as hereinafter defined),
the Trustee and such Holder.
As provided in the Indenture, in any case where any
Redemption Date, Installment Payment Date or the Stated Maturity
of principal of or any installment of interest on any bond, or
any date on which any defaulted interest or principal is proposed
to be paid, shall not be a Business Day, then (notwithstanding
any other provision of the Indenture or this Bond) payment of
interest and/or principal and premium, if any, shall be due and
payable on the next succeeding Business Day with the same force
and effect as if made on or at such nominal Redemption Date,
Stated Maturity, Installment Payment Date or date on which the
defaulted interest or principal is proposed to be paid and no
interest shall accrue on the amount so payable for the period
from and after such Redemption Date, Stated Maturity, Installment
Payment Date or date for the payment of defaulted interest or
principal, as the case may be.
Reference is hereby made to the further provisions of
this Bond set forth on the reverse hereof which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has
been executed by the Trustee by manual signature, this Bond shall
not be entitled to any benefit under such Indenture, or be valid
or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this Bond to
be duly executed under its corporate seal.
Dated:
W3A FUNDING CORPORATION
By
Vice President
Attest
Secretary
CERTIFICATE OF AUTHENTICATION
This is one of the Securities
of the series designated therein
referred to in the within-mentioned
Indenture
, as Trustee
By
Authorized Officer
Dated __________________________
[BACK]
W3A FUNDING CORPORATION
WATERFORD 3
SECURED LEASE OBLIGATION BOND,
% SERIES DUE
This Bond is one of an authorized issue of Securities
of the Company known as its "Secured Lease Obligation Bonds,
% Series due " (the "Bonds"). The Bonds are issued under and
secured by a Collateral Trust Indenture, dated as of ________
(the "Original Indenture"), among the Company, Louisiana Power &
Light Company, a Louisiana corporation ("LP&L"), and Bankers
Trust Company, not in its individual capacity but solely as
trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), as supplemented by
Supplemental Indenture No. 1, dated as of __________, among such
parties (together, and as thereafter amended in accordance with
its terms, the "Indenture"). The Indenture permits the issuance
of additional series of Securities for the purposes and as
provided therein. All Bonds are secured equally and ratably with
one another and with any other Securities of the Company issued
under the Indenture, as amended or supplemented. Reference is
hereby made to the Indenture and any supplements or amendments
thereto for a description of the nature and extent of the
Securities issued thereunder, the property assigned, pledged and
transferred thereunder and the respective rights of the Holders
of the Bonds and of the Trustee and the Company in respect of
such security and the terms upon which the Bonds are and are to
be authenticated and delivered. The Holder of this Bond, by its
acceptance hereof, is deemed to have consented and agreed to all
the terms and provisions of the Indenture.
The unpaid principal of and premium, if any, and
interest on this Bond are payable from and secured by the assets
subject to the lien of the Indenture and the income and proceeds
received by the Trustee therefrom and all payments of principal,
premium, if any, and interest shall be made in accordance with
the terms of the Indenture.
The Indenture provides that certain promissory bonds
("Pledged Lessor Bonds") are subject to the lien of the Indenture
and that additional Pledged Lessor Bonds, as and when issued, can
be made subject to the lien of the Indenture pursuant to
Indenture supplements. The Pledged Lessor Bonds subject to the
lien of the Indenture on the date of the initial issuance of
Bonds were issued by First National Bank of Commerce, as owner
trustee under each of Trust Agreement No. 1, Trust Agreement
No. 2 and Trust Agreement No. 3 (each, a "Trust Agreement" and,
together, the "Trust Agreements"), each such Trust Agreement with
the institutional investor party thereto (each such institutional
investor, an "Owner Participant"). Such Pledged Lessor Bonds
were issued under either Indenture of Mortgage and Deed of Trust
No. 1, or Indenture of Mortgage and Deed of Trust No. 2 or
Indenture of Mortgage and Deed of Trust No. 3, each such
indenture between an owner trustee, as owner trustee and lessor
(a "Lessor") and Bankers Trust Company and Stanley Burg, not in
their individual capacities but solely as Corporate Indenture
Trustee and Individual Indenture Trustee, respectively, (each of
such indentures, as it was executed and delivered and as
thereafter amended in accordance with its terms, being herein
called a "Lease Indenture" and each trustee thereunder being
herein called a "Lease Indenture Trustee"). Reference is made to
each Lease Indenture for a description of the nature and extent
of property assigned, pledged, transferred and mortgaged
thereunder and the rights of the holders of Pledged Lessor Bonds.
Except as expressly provided in a Lease Indenture, all payments
of principal, premium, if any, and interest to be made on a
Pledged Lessor Bond issued under such Lease Indenture will be
made only from the assets subject to the lien of such Lease
Indenture or the income and proceeds received by the Lease
Indenture Trustee therefrom, including, in the case of each Lease
Indenture, the rights of the Lessor which is a party thereto to
receive basic rentals and certain other payments under a Facility
Lease with LP&L relating to an undivided interest in certain
assets constituting part of Unit No. 3 of the Waterford Steam
Electric Generating Station (each of such Facility Leases, as it
was executed and delivered and as thereafter amended in
accordance with its terms being herein called a "Lease"), which
basic rentals and other payments will be at least sufficient to
provide for the scheduled payments of the principal of and
interest on each Pledged Lessor Note issued under such Lease
Indenture. Each Holder of this Bond, by its acceptance hereof,
is deemed to have agreed (x) that it will look solely to the
assets subject to the lien of the Indenture or the income or
proceeds received by the Trustee therefrom, to the extent
available for distribution to the Holder hereof as provided in
the Indenture, and (y) that none of any Owner Participant, any
Lessor, any Lease Indenture Trustee or the Trustee is liable to
the Holder hereof or, in the case of any Owner Participant,
Lessor or Lease Indenture Trustee, to the Trustee, for any
amounts payable on this Bond, or, except as provided in the
Indenture with respect to the Trustee, for any liability under
the Indenture.
With certain exceptions as therein provided, the
supplementation of the Indenture for the purpose of adding any
provisions thereto, or changing in any manner or eliminating any
of the provisions thereof, will require the consent of the
Holders of not less than a majority in aggregate unpaid principal
amount of all Securities of all series at the time Outstanding
under the Indenture considered as one class; provided, however,
that if there shall be Securities of more than one series
Outstanding under the Indenture and if a proposed supplemental
indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such series,
then the consent only of the Holders of a majority in aggregate
unpaid principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be
required. The Indenture also contains provisions permitting the
Holders of not less than a majority in unpaid principal amount of
the Securities at the time Outstanding, on behalf of the Holders
of all of the Securities, to waive certain past defaults under
the Indenture and their consequences. Any such consent or waiver
by the Holder of this Bond shall be conclusive and binding upon
such Holder and upon all future Holders of this Bond and of any
Bond issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of
such consent or waiver is made upon this Bond.
On each Installment Payment Date set forth below, the
Company shall pay an installment of principal of this Bond equal
(subject to adjustment as hereinafter described) in amount to the
Installment Payment Percentage set forth below for such
Installment Payment Date multiplied by the Original Principal
Amount stated on the face of this Bond.
Installment Installment Outstanding
Payment Date Payment Percentage Balance Factor
The "Outstanding Balance Factor" as used in the foregoing table
is for descriptive purposes only, and, unless there has been a
partial redemption or a default or another installment payment
adjustment, when multiplied by the Original Principal Amount of
this Bond, represents the remaining unpaid principal amount of
this Bond as of the Installment Payment Date indicated after
payment of the principal installment on such date.
As provided in the Indenture, the stated maturity and
the amount of installment payments of principal for the Bonds may
be adjusted, subject to certain restrictions, at the discretion
of the Company in connection with certain recalculations of basic
rent pursuant to either of the Leases; provided, however, that no
payment adjustment shall be made by the Company which will
increase or decrease the average life of the Bonds of any series
(calculated in accordance with generally accepted financial
practice) from the date of initial issuance by more than 6
months.
In the event of any partial redemption of Bonds (other
than pursuant to the aforementioned principal installment
payments) the amount of each installment payment of principal to
be paid thereafter pursuant to the installment payment schedule
indicated above and at stated maturity shall be adjusted in
accordance with the Indenture.
Notwithstanding anything to the contrary set forth
herein or in the Indenture, the unpaid principal amount hereof
recorded on the Security Register maintained by the Security
Registrar shall be controlling as to the remaining unpaid
principal amount hereof.
If any Lease is to be terminated pursuant to
Section 13(f) or (g) or Section 14 thereof, or Section 16(d)(5)
of the related Participation Agreement, and all Lessor Bonds
issued under the related Lease Indenture are to be prepaid,
Bonds, equal in principal amount to the Pledged Lessor Bonds
issued under such Lease Indenture, shall be redeemed, on the date
on which such Lessor Bonds are to be prepaid, at a redemption
price equal to the unpaid principal amount thereof plus accrued
interest to the Redemption Date, all subject, however, except in
the case of a termination pursuant to Section 14 of such Lease,
to the right of LP&L to assume such Lessor Bonds in which event
there shall be no redemption of Bonds as a consequence of such
termination.
The Bonds of this series shall be subject to
redemption, at the option of the Owner Trustee, in whole at any
time or in part from time to time, at the Redemption Prices of
100% of the unpaid principal amount of such Bonds to be so
redeemed, plus accrued interest, if any, thereon to the date
fixed for redemption, plus the Make-Whole Premium, if any, for
the Bonds calculated as provided in the Indenture.
In the event that any of the Bonds are called for
redemption, notice shall be given to the Holders in accordance
with Section 6.04 of the Original Indenture not less than 20 nor
more than 60 days prior to the redemption date.
With respect to any notice of redemption of Bonds (and
not with respect to installment payments of principal payable on
Installment Payment Dates) unless, upon the giving of such
notice, such Bonds shall be deemed to have been paid in
accordance with the provisions of the Indenture, such notice
shall state that such redemption shall be conditional upon the
receipt by the Trustee, on or prior to the date fixed for such
redemption, of money sufficient to pay the principal of and
premium, if any, and interest on such Bonds and that if such
money shall not have been so received such notice shall be of no
force or effect and the Company shall not be required to redeem
such Securities. In the event that such notice of redemption
contains such a condition and such money is not so received, the
redemption shall not be made.
Bonds (or portions thereof as aforesaid) for which
redemption and payment provision is made in accordance with the
Indenture shall thereupon cease to be entitled to the lien of the
Indenture and shall cease to bear interest from and after the
date fixed for redemption.
If an Event of Default shall occur, the unpaid
principal of this Bond may become or be declared due and payable
in the manner and with the effect provided in the Indenture.
This Bond is transferable by the Holder hereof in
person or by attorney authorized in writing, at the Corporate
Trust Office of the Security Registrar (or if such office is not
in the Borough of Manhattan, The City of New York, at either such
office or an office to be maintained in such Borough). Upon
surrender for registration of transfer of this Bond, the Company
shall execute, and the Trustee (or any Authenticating Agent)
shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of the same
series, of authorized denominations and of like tenor and
aggregate principal amount.
The Bonds are issuable only as registered Bonds without
coupons in denominations of $1,000 and/or any integral multiple
thereof. As provided in and subject to the provisions of the
Indenture, Bonds may be exchanged for other Bonds of the same
series, of authorized denominations, and of like tenor and
aggregate principal amount, upon surrender at any office
maintained for such purpose pursuant to the Indenture.
No service charge will be made to any Holder of Bonds
for any such transfer or exchange but the Security Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The person in whose name this Bond is registered shall
be deemed to be the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes whether or
not this Bond be overdue, regardless of any notice to anyone to
the contrary.
As provided in the Indenture, the Indenture and the
Bonds shall be construed in accordance with and governed by the
laws of the State of New York.