DRAFT
6/7/95
______________________________________________________________________________
______________________________________________________________________________
THE NARRAGANSETT ELECTRIC
COMPANY
TO
RHODE ISLAND HOSPITAL TRUST
NATIONAL BANK,
TRUSTEE
(SUCCESSOR TO RHODE ISLAND HOSPITAL TRUST COMPANY)
SUPPLEMENTAL INDENTURE
DATED AS OF ________, 19__
SUPPLEMENTAL TO
FIRST MORTGAGE INDENTURE
AND
DEED OF TRUST
DATED AS OF SEPTEMBER 1, 1944
AS AMENDED AND SUPPLEMENTED BY PRIOR SUPPLEMENTAL INDENTURES
TO SECURE FIRST MORTGAGE BONDS
____________ ISSUE (SERIES __) $
______________________________________________________________________________
______________________________________________________________________________
THE NARRAGANSETT ELECTRIC COMPANY
__________ SUPPLEMENTAL INDENTURE
DATED AS OF ______, 19__
________________________
TABLE OF CONTENTS
(NOT PART OF THE INDENTURE)
PAGE
----
PARTIES..................................................................1
RECITALS
Preamble...............................................................1
Form of Series __ Bonds [Face].........................................3
Form of Trustee's Certificate..........................................5
Form of Series __ Bonds [Reverse]......................................6
Recital of Validity....................................................9
GRANTING CLAUSES
Recital of Consideration...............................................9
Grant..................................................................10
Description of Mortgaged Property......................................10
Reservations and Exceptions............................................12
Habendum...............................................................13
Declaration of Trust...................................................13
ARTICLE I.
PARTICULAR COVENANTS OF THE COMPANY REGARDING
THE MORTGAGED PROPERTY
Section 1. Covenant against Encumbrances.................................14
Section 2. Covenant of Seizin............................................14
ARTICLE II.
COVENANTS OF THE COMPANY
Section 1. Warranty as to Default........................................15
Section 2. Existence and Authority......................................15
ARTICLE III.
CONCERNING THE SERIES __ BONDS
Section 1. Form, etc.....................................................15
Section 2. Limitations on Amount.........................................17
Section 3. Execution.....................................................18
Section 4. Transferability, Exchangeability, etc.........................18
Section 5. Redemption....................................................18
PAGE
----
ARTICLE IV.
AMENDMENT TO THE INDENTURE
Section 1. Amendment.....................................................20
ARTICLE V
CONCERNING THE TRUSTEE
Acceptance of Trusts and Conditions Thereof..............................21
(a) Identity of Trustee.............................................21
(b) Recitals by Company, not Trustee................................21
(c) Limit of Responsibility.........................................21
ARTICLE VI.
DEFEASANCE
Section 1. Defeasance....................................................22
ARTICLE VII.
MISCELLANEOUS
Section 1. Supplemental to Original Indenture............................22
Section 2. For Benefit of Parties and Bondholders Only...................22
Section 3. Date of Supplemental Indenture................................22
Section 4. Original Counterparts.........................................22
Section 5. Cover, Headings, etc..........................................23
TESTIMONIUM CLAUSE.......................................................24
SIGNATURES...............................................................24
SCHEDULE I...............................................................25
ACKNOWLEDGMENTS..........................................................26
THIS __________ SUPPLEMENTAL INDENTURE, dated as of the ___ day of
______, in the year __________________________________, between THE
NARRAGANSETT ELECTRIC COMPANY (hereinafter generally called the Company), a
corporation duly organized and existing under the laws of the State of Rhode
Island and having its principal place of business in Providence, Rhode Island,
and a mailing address of 280 Melrose Street, Providence, Rhode Island 02907,
and RHODE ISLAND HOSPITAL TRUST NATIONAL BANK (successor by merger to Rhode
Island Hospital Trust Company), as Trustee under the Indenture hereinafter
referred to (said Rhode Island Hospital Trust National Bank or, as applied to
actions antedating the effective date of said merger, said Rhode Island
Hospital Trust Company, being hereinafter generally called the Trustee), a
national banking association duly incorporated and existing under the laws of
the United States of America, having its principal place of business and
address at One Hospital Trust Plaza, Providence, Rhode Island 02903, and duly
authorized to execute the trusts hereof.
WITNESSETH THAT:
WHEREAS, the Company heretofore executed and delivered to the Trustee a
First Mortgage Indenture and Deed of Trust (hereinafter singly generally called
the Original Indenture, and with this and all other indentures supplemental
thereto collectively called the Indenture), dated as of September 1, 1944, and
recorded among other places in the records of land-evidence of the City of
Providence, R.I., Book 781, Page 1, to which this instrument is supplemental
pursuant to the terms thereof, whereby the Company has mortgaged, conveyed,
pledged, assigned and transferred 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 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 Company has heretofore executed and delivered to the Trustee
twenty-one Supplemental Indentures, viz.:
Supplemental Indenture Dated As Of
---------------------- -----------
First Supplemental Indenture May 1, 1948
Second Supplemental Indenture March 1, 1952
Third Supplemental Indenture March 1, 1953
Fourth Supplemental Indenture March 1, 1956
Fifth Supplemental Indenture January 1, 1964
Sixth Supplemental Indenture February 1, 1968
Seventh Supplemental Indenture April 1, 1970
Eighth Supplemental Indenture March 1, 1972
Ninth Supplemental Indenture March 1, 1974
Tenth Supplemental Indenture August 1, 1974
Eleventh Supplemental Indenture March 1, 1975
Twelfth Supplemental Indenture August 1, 1980
Thirteenth Supplemental Indenture February 1, 1982
Fourteenth Supplemental Indenture January 1, 1984
Fifteenth Supplemental Indenture January 1, 1986
Sixteenth Supplemental Indenture June 1, 1986
Seventeenth Supplemental Indenture November 1, 1987
Eighteenth Supplemental Indenture May 1, 1991
Nineteenth Supplemental Indenture August 1, 1991
Twentieth Supplemental Indenture May 1, 1992
Twenty-First Supplemental IndentureOctober 1, 1993
(hereinafter referred to as the Prior Supplemental Indentures)
each of which is supplemental to the Original Indenture, whereby the Company
has mortgaged, conveyed, pledged, assigned and transferred to the Trustee all
and singular the property therein specified, whether owned at the time of the
execution of each of said Supplemental Indentures 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 under the Indenture has heretofore issued and has
outstanding as of the date hereof the following aggregate principal amounts of
its First Mortgage Bonds:
SERIES PERCENT DUE AMOUNT
------ ------- ------- ------------
S 9 1/8% 2021 $ 22,200,000
T 8 7/8% 2021 $ 40,000,000
U Various Various $100,000,000
V Various Various $ 33,000,000
(hereinafter referred to as the Outstanding Bonds); and
WHEREAS, Sections 4.07 and 4.17 of the Original Indenture and Articles
I, Sections 2 of the Prior Supplemental Indentures 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 in the granting clauses of the Indenture, and Section 12.01 of the
Original Indenture provides, among other things, that the Company and the
Trustee from time to time may enter into indentures supplemental to the
Original Indenture for, among other things, the purpose of conveying,
mortgaging, pledging, assigning or transferring to the Trustee any other
property or properties to be held subject to the lien of the Indenture with the
same force and effect as if included in the granting clauses thereof; of adding
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 of providing for the issue of Bonds
of any series other than Series A and the forms and provisions of such other
series pursuant to the provisions in Section 2.02 of the Original Indenture and
not inconsistent with the provisions of the Indenture; and of making such
provisions, for the purpose of curing any ambiguity or in regard to matters or
questions arising under the Indenture, as may be necessary or desirable and not
inconsistent with the security and protection intended to be conferred upon the
Trustee and the Bondholders; 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 desires pursuant to said provisions and as
hereinafter provided to convey, mortgage, pledge, assign and transfer to the
Trustee certain other properties hereinafter specified, to be held subject to
the lien of the Indenture; to add certain covenants and agreements; to make
such provision in regard to the Indenture as may be necessary or desirable and
not inconsistent with the security and protection intended to be conferred upon
the Trustee and the Bondholders; and to provide for the issue of an additional
series of Bonds under the Indenture and the forms and provisions thereof; and
WHEREAS, the Company desires to create and to issue from time to time
under and to secure by the Indenture a new series of its First Mortgage Bonds
(First Mortgage Bonds - Series __) (hereinafter generally called Series __
Bonds or Bonds of Series __) of unlimited (except as herein and in the Original
Indenture provided) permitted aggregate principal amount, the issue of $ of
which and the execution and delivery of this __________ Supplemental Indenture
having been duly approved, to the extent required by law, by the Division of
Public Utilities and Carriers of the State of Rhode Island and by the
Securities and Exchange Commission under the Public Utility Holding Company Act
of 1935, and all things necessary to make such issue of Series __ Bonds, 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 substantially in the following form:
[Form of Series __ Bonds]
[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 payment is 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.]
[IF APPLICABLE, INSERT - For purposes of proposed regulations issued
under sections 1271 through 1275 of the Internal Revenue Code of 1986, as
amended, the issue date of this Bond is __________; the amount of the original
issue discount allocable to the period from the issue date to _____________ is
$_____________; and the yield to maturity is _______ percent. The method used
to determine the yield to maturity was the exact method.]
REGISTERED REGISTERED
NUMBER $
CUSIP
THE NARRAGANSETT ELECTRIC COMPANY
A CORPORATION OF THE STATE OF
RHODE ISLAND
First Mortgage Bond - Series __
_____%, Due __________
Original Issue Date:__________
For value received, THE NARRAGANSETT ELECTRIC COMPANY, a corporation duly
organized and existing under the laws of the State of Rhode Island
(hereinafter, with its successors and assigns as defined in the Indenture
mentioned below, generally called the Company), hereby promises to pay to
or registered
assigns, on __________, (or earlier as hereinafter referred to) the sum of
____________ DOLLARS ($ ) in lawful money of the United States of
America, at the principal office in Providence, Rhode Island, of Rhode Island
Hospital Trust National Bank (hereinafter, with its successors as defined in
said Indenture, generally called the Trustee), or at the principal office of
its successor in the trusts created by said Indenture, and in such other
places, if any, as may be authorized for the purpose, and to pay interest
thereon from the original issue date specified above, if the date hereof is
prior to ________, ________, or, if thereafter, from the first day of
___________or __________ 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 in the title of this Bond,
at said office of the Trustee, semiannually, on the first days of _________ and
________ of each year until payment of the principal hereof. Interest so
payable, and punctually paid or duly provided for, on the first day of
_____________ or ___________ 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 the ________ 15 or ________ 15 (whether or not a
business day) next preceding such first day of ___________ or ___________.
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 _________ 15 or ________ 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 First Mortgage Bonds - Series __ 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 [IF APPLICABLE,
INSERT - 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, The Narragansett Electric Company has caused this
Bond to be executed, either manually or by facsimile, and its corporate seal
to be hereunto affixed, by its officers thereunto duly authorized, all as of
, .
THE NARRAGANSETT ELECTRIC COMPANY
By
(Vice) President
And by
(Assistant) Treasurer
TRUSTEE'S CERTIFICATE
This is one of the Bonds of Series __ referred to in the within mentioned
Indenture.
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK,
As Trustee
By
Authorized Officer
[Form of Series __ Bond]
[Reverse]
THE NARRAGANSETT 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
__ unlimited (except as provided in said Indenture) in permitted aggregate
principal amount and all of said Bonds of all series and forms being issued or
to be issued under and secured by a First Mortgage Indenture and Deed of Trust
(herein, with all indentures stated to be supplemental thereto to which the
Trustee shall be a party, generally called the Indenture), dated as of
September 1, 1944, whereby the Company has mortgaged, conveyed, pledged,
assigned and transferred certain real estate and other property to the Trustee,
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,
conveyed, pledged, assigned and transferred to the Trustee, 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.
On the conditions, in the manner, to the extent and with the effect
provided in the Indenture, with the written consent, filed with the Trustee,
of the Company and of holders of the percent provided in the Indenture in
principal amount of the Bonds at the time outstanding, certain modifications
or alterations of the Indenture may be made (provided, however, that no such
modification or alteration shall, among other things, as provided in the
Indenture, affect or impair the absolute and unconditional obligation of the
Company in respect of the principal of and premium (if any) and interest on
this Bond), and, without the consent of Bondholders, instruments supplemental
to the Indenture may be made for certain purposes as provided in the Indenture.
In certain events, on the conditions, in the manner and with the effect
set forth in the Indenture, 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. Interest on overdue installments of interest shall
be paid to the extent legally collectable at the rate of 6% per annum in the
manner set forth in the Indenture. In certain events, on the conditions and
in the manner set forth in the Indenture, interest on overdue principal shall
be paid at the rate of 6% per annum.
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, and said payee and every successive owner and
assignee of this Bond by accepting or holding the same, consents and agrees to
the foregoing provisions and each invites the others, and all persons, to rely
thereon.
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.
Upon payment of charges and compliance with other conditions as provided
in the Indenture, the First Mortgage Bonds - Series __ [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 multiple thereof
(provided, however, the Company shall not be required to make transfers or
exchanges during the 15 days preceding any interest payment date and [IF
APPLICABLE, INSERT - 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 - This Bond singly or together with all or less
than all other Bonds of the same series and original issue date, with identical
terms and provisions, or, if this Bond is for a principal amount exceeding
$1,000, any part of the principal amount hereof constituting said sum or any
integral multiple thereof, may be called for redemption at any time, whether
or not 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 - (i) if redemption is made
at the option of the Company otherwise than out of the improvement fund, at the
respective general redemption prices, stated as percentages of the principal
amount thereof, 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 __________ 1, ____, if such redemption is for the purpose or in
anticipation of refunding such Bond, or any portion 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 ____% per annum,] and (ii) if] through
application of the improvement fund or eminent domain provisions of the
Indenture, at the special redemption prices, stated as percentages of the
principal amount thereof, set forth [IF APPLICABLE, INSERT - in Column B]
below, viz.:
IF REDEEMED AT COLUMN A COLUMN B
ANY TIME IN THE -------- --------
RESPECTIVE
TWELVE MONTHS'
PERIOD BEGINNING
____________ 1
IN EACH OF THE
FOLLOWING YEARS
_______________
[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 provision has been duly made for notice of the redemption of this
Bond, or any such part hereof, and for payment as required in the Indenture,
thereafter this Bond, or such called part of the principal amount hereof, shall
cease to be entitled to any benefit, lien or security under the Indenture; no
interest shall accrue on this Bond, or such called part hereof, on or after the
date fixed for redemption; and, if less than the whole principal amount hereof
shall be so called, the registered owner (or registered assigns) hereof shall
be entitled, in addition to the sums payable on account of the part called, to
receive, without expense to such owner (or such assigns), on surrender hereof,
with a proper instrument of transfer, and upon cancellation hereof, one or more
First Mortgage Bonds - Series __, of the same original issue date and identical
terms and provisions, in fully registered form, for an aggregate principal
amount equal to that part of the principal amount hereof not then called and
paid.]
No recourse shall be had against any promoter, incorporator or any past,
present or future stockholder, director or officer of the Company by virtue of
any past, present or future constitution, statute (including charter
provisions) or rule of law or equity, or by the enforcement of any assessment
or penalty, or by any legal or equitable proceeding, or otherwise, for the
payment of the principal of or interest on this Bond, or for any claim based
hereon or otherwise in respect hereof or of the Indenture; this Bond and the
Indenture being each a corporate obligation only, and all individual liability
of whatsoever kind or nature of, and all rights and claims against, such
promoters, incorporators, stockholders, directors and officers founded in any
way, directly or indirectly, upon the Indenture, or this Bond, or growing out
of the indebtedness hereby evidenced, are expressly waived and released by the
acceptance of this Bond by each holder hereof and as a condition of and a part
of the consideration for the issue hereof and the execution and delivery of the
Indenture, and by the provisions thereof, all subject to the limitations and
provisions of the Indenture; provided, however, that nothing herein or in the
Indenture contained shall be taken to prevent recourse to and the enforcement
of liability, if any, of any shareholder or any stockholder or subscriber to
capital stock upon or in respect of shares of capital stock not fully paid.
[End of Form of Bond]
AND WHEREAS, all things necessary to make the initial issue of the Series
__ Bonds, when executed by the Company and certified by the Trustee, and
delivered, all as in the Indenture provided, the valid, legal and binding
obligations of the Company according to their tenor, and this __________
Supplemental Indenture a valid, legal and binding instrument supplemental to
and confirmatory of the Original Indenture enforceable in accordance with its
terms for the uses and purposes herein set forth, have been in all respects
duly authorized:
NOW, THEREFORE, in consideration of the premises and of the sum of $10
duly paid to the Company by the Trustee, and of other good and valuable
considerations, receipt whereof upon the ensealing and delivery of this
__________ Supplemental Indenture the Company hereby acknowledges, and for the
purpose of confirming the Original Indenture and the Prior Supplemental
Indentures, and as an indenture hereby expressly stated to be supplemental to
the Original Indenture, and, except as herein otherwise provided, in order to
secure equally the pro rata payment 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, purport and effect and the provisions of
the Indenture, and to secure the faithful performance and observance of all the
covenants, obligations, conditions and provisions therein and in the Indenture
contained, and in order to provide for the form, provisions and issue of the
Series __ Bonds, and to declare further the terms and conditions upon which the
Bonds are to be secured, certified, issued, delivered, transferred and
exchanged, and upon which the trusts hereof are to be administered by the
Trustee, and upon which the Mortgaged Property is to be held and disposed of,
all as hereinafter provided,
THE COMPANY does hereby confirm the pledge, mortgage, conveyance,
assignment and transfer of the property set forth and described in the Original
Indenture and the Prior Supplemental Indentures, except such properties or
interests therein as may have been released by the Trustee or sold or disposed
of in whole or in part as permitted by the provisions of the Original Indenture
and the Prior Supplemental Indentures, or as were specifically reserved,
excepted and excluded by the Original Indenture and the Prior Supplemental
Indentures; and has given, granted, bargained, sold, warranted, pledged,
assigned, transferred, mortgaged and conveyed, and by these presents does give,
grant, bargain, sell, warrant, pledge, assign, transfer, mortgage and convey,
unto the Trustee, and its successors in the trusts of the Indenture, and its
and their assigns, upon and for the trusts thereby and hereby established and
confirmed, all and singular the following described land and personal
properties, franchises, rights and privileges acquired by the Company since the
execution and delivery of the __________ Supplemental Indenture or to be
acquired by the Company hereafter as by the terms of the Original Indenture and
the Prior Supplemental Indentures or by reason of being affixed to the freehold
described in the Original Indenture and the Prior Supplemental Indentures, or
for any other reason whatsoever are subject to or to be subjected to the lien
of the Original Indenture and the Prior Supplemental Indentures, including, but
without in any way limiting the generality of the foregoing, all the right,
title and interest of the Company in and to the property and interests in
property, with the buildings thereon and the appurtenances thereto particularly
described in Schedule I hereto attached and hereby made a part hereof as fully
as if repeated herein at length (all of the foregoing, with all other property,
and rights and interests in property, intended to be hereby or by the Original
Indenture and the Prior Supplemental Indentures conveyed, mortgaged, pledged,
assigned and transferred, or at any time conveyed, mortgaged, pledged,
assigned, transferred or delivered, and all proceeds of any of the foregoing
at any time conveyed, mortgaged, pledged, assigned, transferred, and/or
delivered, to and from time to time held by the Trustee upon the trusts hereof
and of the Original Indenture and the Prior Supplemental Indentures, being
herein generally called, collectively, the Mortgaged Property):
FIRST.
REAL ESTATE AND RIGHTS AND INTERESTS IN REAL ESTATE.
Subject to the exceptions and reservations hereinafter set forth all the
real estate, rights and interests in real estate, lands, buildings, structures,
rights and interests in lands, easements, leases of land and every right
appurtenant thereto, franchises, rights of way, rights to construct, maintain
and operate overhead and underground systems for the generation, distribution
and transmission of electric current or other agencies for the supplying of
light, heat and power, transmission, service and distribution lines and
systems, and all releases of damages, water, flowage and riparian and shore
rights, now owned by the Company, including, without limitation, all property
particularly described in Schedule I hereto attached and hereby made a part
hereof as fully as if repeated herein at length.
SECOND.
PROPERTY HEREAFTER CONVEYED, ETC.
Any and all cash, stocks, shares, bonds, notes, securities or other
property which at any time hereafter, by delivery or writing of any kind for
the purposes hereof, may, at the option of the Company, be expressly conveyed,
mortgaged, pledged, delivered, assigned or transferred to or deposited with the
Trustee hereunder by the Company or by a successor corporation, or with its
consent by any one on its behalf, as and for any additional security for the
Bonds issued and to be issued hereunder, the Trustee being authorized at any
and all times to receive such conveyance, mortgage, pledge, delivery,
assignment, transfer or deposit and to hold and apply any and all such cash,
stock, shares, bonds, notes, securities or other property subject to all the
provisions hereof and/or of such writing.
THIRD.
MISCELLANEOUS PROPERTY.
All other, if any, lands, easements, leases of land and every right
appurtenant thereto, rights of way, rights to construct, maintain and operate
overhead and underground systems for the distribution and transmission of
electric current or other agencies for the supplying of light, heat and power,
all releases of damages, water, flowage and riparian and shore rights, dams,
wharves, tracks, switches, terminal facilities and other interests in lands,
including (without in any wise limiting or impairing by the enumeration of the
same the generality, scope and intent of the foregoing or of any general
description contained in this __________ Supplemental Indenture) buildings,
electric generating, light, heat and power, and gas, ice and refrigerating,
plants and systems, transmission, service and distribution lines and systems
and steam heating plants and systems, water and/or water works, plants and
systems, manufactories, power houses, stations, substations, pipe lines, pipes,
mains, conduits, towers, tunnels, subways, bridges, poles, wires, cables,
fittings, connections and all other structures, machinery, engines, boilers,
pumps, valves, pipings, connections, dynamos, meters, transformers, generators,
motors, storage batteries, electrical and mechanical machinery, appliances,
equipment and appurtenances of every description and character, tools,
implements, wagons, fixtures, appliances, appurtenances, accessories, and all
other physical assets and all rights, grants, privileges, leases and leasehold
interests, licenses, permits, locations, consents, franchises, grants and
immunities, and all rights to compensation upon the termination in any manner
of any of the same, and any and all interest in property of the character
included in this Division Third, whether now owned by the Company or at any
time hereafter acquired.
TOGETHER WITH all the Company's now-existing or hereafter-acquired right,
title and interest in and to any and all physical property of the Company, now
or hereafter subject to any prior mortgage, pledge, charge and/or other
encumbrance or lien, and the cash and/or other proceeds therefrom, to the
extent that such property, cash and/or proceeds shall not be otherwise held
and/or applied pursuant to the requirements of any such mortgage, pledge,
charge and/or other encumbrance or lien.
AND TOGETHER WITH all and singular the now-existing and
hereafter-acquired rights, privileges, tenements, hereditaments and
appurtenances belonging or in any wise appertaining in and to the aforesaid
property or any part thereof, and the reversion and reversions, remainder and
remainders and, subject to the provisions of Section 6.01 of the Original
Indenture, all tolls, rents, revenues, earnings, interest, dividends,
royalties, issues, income and profits thereof, and all the estate, right,
title, interest and claim whatsoever, at law as well as in equity, which the
Company now has or may hereafter acquire, in and to all and every part and
parcel of the foregoing, it being the intention to include herein and to
subject to the lien hereof all land, interest in land, real estate, physical
assets and franchises whether now owned by the Company or which it may
hereafter acquire and wherever situated, as if the same were now owned by the
Company and were specifically described and conveyed hereby except as
hereinafter specified.
RESERVATIONS AND EXCEPTIONS.
SUBJECT, HOWEVER, as to all property, and rights and interests in and to
property, of any character hereinbefore described, in so far as affected
thereby, to any mortgages or other encumbrances or liens on such property
constituting permitted liens as in the Original Indenture defined;
AND SUBJECT FURTHER as to the property in Divisions First and Third above
described, insofar as affected thereby, to the liens, encumbrances,
reservations, restrictions, conditions, limitations, covenants, interests and
exceptions, if any, set forth or referred to in the descriptions thereof
hereinbefore and in said Schedule I contained, none of which substantially
interferes with the free use and enjoyment by the Company of the property and
rights hereinbefore described for the general purposes and uses of the
Company's business;
AND SPECIFICALLY RESERVING, EXCEPTING AND EXCLUDING from this instrument,
and from the grant, conveyance, mortgage, transfer and assignment herein
contained,
(a) all property expressly excepted in the Original Indenture, the Prior
Supplemental Indentures and herein and in schedules of property thereto and
hereto;
(b) all property, permits, licenses, franchises and rights, whether now
owned or hereafter acquired by the Company, which are intended to be hereby
granted, conveyed, mortgaged, assigned and transferred, but which can not be
so granted, conveyed, mortgaged, assigned or transferred without the consent
of other parties whose consent is not secured, or without subjecting the
Trustee to a liability not otherwise contemplated by the provisions of the
Indenture, or which otherwise may not be, or are not, hereby lawfully and/or
effectively granted, conveyed, mortgaged, assigned and transferred by the
Company;
(c) the last day of the term of each leasehold estate (oral or written,
and/or any agreement therefor) now or hereafter enjoyed by the Company, and
whether falling within a general or particular description of property herein;
and
(d) all the Company's present and future fuel, automobiles, automotive
equipment, merchandise held for sale, cash on hand or in bank, furniture,
office equipment, books, choses in action, contracts, shares of stock, bonds
and other securities, documents and accounts and bills receivable (except
proceeds of the Mortgaged Property, and insurance and other monies, and
purchase money obligations, required by the provisions of the Original
Indenture and hereof to be paid to or deposited with the Trustee), and
materials, stores, supplies and other personal property which are consumable
(otherwise than by ordinary wear and tear) in their use in the operation of the
plants or systems of the Company.
TO HAVE AND TO HOLD the Mortgaged Property, with all of the privileges
and appurtenances thereunto belonging (but subject to the foregoing specified
exceptions and reservations) unto the Trustee, its successors in the trusts of
the Indenture, 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 the Indenture, and except insofar as a
sinking or analogous fund or funds, established in accordance with the
provisions of the Indenture, may afford particular security for Bonds of one
or more series, and except 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 thereunto belonging, 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.
The Company hereby declares that it holds and will hold and apply all
property described in the foregoing clauses (b) and (c) as specifically
reserved and excepted, upon the trusts in the Indenture set forth and as the
Trustee (or any purchaser thereof upon any sale thereof under the Indenture)
shall for such purpose direct from time to time, to the fullest extent
permitted by law or in equity, as fully as if the same could be and had been
hereby granted, conveyed, mortgaged, assigned and transferred to and vested in
the Trustee.
In addition to and in confirmation and performance of the covenants,
declarations, agreements, conditions and provisions of the Original Indenture
and the Prior Supplemental Indentures, it is hereby further covenanted,
declared and agreed, upon the trusts and for the purposes aforesaid, that the
trusts, terms and conditions, upon which the Mortgaged Property hereby granted,
mortgaged, conveyed, assigned and transferred or intended so to be is to be
held and disposed of, are as set forth in the Original Indenture and the Prior
Supplemental Indentures and in the following covenants, agreements, conditions
and provisions, viz.:
ARTICLE I.
PARTICULAR COVENANTS OF THE COMPANY REGARDING THE
MORTGAGED PROPERTY.
The Company covenants and agrees, in particular, but without limiting
other covenants and provisions hereof, or of the Original Indenture and the
Prior Supplemental Indentures, as hereinafter in this Article set forth,
namely:
SECTION 1. The Mortgaged Property specifically described in the granting
clauses of this __________ Supplemental Indenture, including Schedule I hereof,
is now 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, permitted liens and those encumbrances, if any, referred to in said
granting clauses and Schedule I hereof; 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
Mortgaged Property, or any part thereof, now owned or hereafter acquired,
except only such as are permitted under the provisions of Section 4.16 of the
Original Indenture.
SECTION 2. The Company is lawfully seized in fee simple of the real
estate, and owns outright and is lawfully possessed in its own right,
absolutely and unconditionally, of the property and rights, constituting the
Mortgaged Property specifically described in the granting clauses of this
__________ Supplemental Indenture, including Schedule I hereof, and has good
title to, and full power and authority to sell, transfer, assign, mortgage,
pledge and convey the property, rights and interests hereby presently sold,
transferred, assigned, mortgaged, pledged and conveyed or purported or intended
so to be, all subject only to taxes not yet due, to those liens, encumbrances
and defects, if any, referred to in the granting clauses and said Schedule I
hereof; and the Company will warrant and defend the title to the Mortgaged
Property, and every part thereof (subject as aforesaid), 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 and to mortgages, encumbrances and liens on after-acquired property
to the extent permitted by Section 4.16 of the Original Indenture. The Company
will keep this __________ Supplemental Indenture at all times properly filed
and recorded, and refiled and rerecorded, in such manner and in such places,
and will do such other acts, as may be necessary or desirable to establish and
maintain the superior lien of the Indenture upon the Mortgaged Property, and
for the proper protection of the Trustee and the Bondholders. The Company will
also from time to time subject to the lien of the Indenture all of its
hereafter-acquired property which is included in the granting clauses hereof
or which the Company is required by any of the provisions of the Indenture to
subject to the lien thereof.
ARTICLE II.
COVENANTS OF THE COMPANY.
SECTION 1. The Company warrants that at the date of the execution and
delivery of this __________ Supplemental Indenture the Company is not in
default in any respect under any of the provisions of the Original Indenture,
of the Prior Supplemental Indentures 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.
SECTION 2. The Company is duly organized and existing under the laws of
the State of Rhode Island, and is duly authorized under all applicable
provisions of law to create and issue the Series __ Bonds and to execute this
__________ Supplemental Indenture, and all corporate action on its part for the
creation and issue of the Series __ Bonds as herein provided, 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, valid and enforceable obligations of the Company in accordance
with the provisions thereof and hereof.
ARTICLE III.
CONCERNING THE SERIES __ BONDS.
In addition to the provisions of the Original Indenture applicable by
their terms, the following provisions (pursuant particularly to the provisions
of Section 12.01(e) of the Original Indenture) relating to the forms and
provisions of the Series __ Bonds are hereby established as follows:
SECTION 1. The Series __ Bonds shall be issued from time to time upon
delivery to the Trustee of a certificate as to form signed by an officer of the
Company setting forth the matter 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 issue shall be
identical to other Bonds of such issue 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 not be more than thirty years
from the date on which Bonds of that issue were first certified and delivered),
the interest rate, the provisions for call and redemption, if any, including
any premium or premiums payable thereon.
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 the 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 Series __ Bonds shall consist of fully registered Bonds without
coupons in denominations of $1,000 and any integral multiples 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, Trustee's certificate and the
form of endorsement shall be substantially in the forms hereinbefore set forth,
with appropriate insertions, omissions and variations approved by the Trustee
for the different issues and denominations.
The certificate as to form may also provide that ownership of all or any
issue of Series __ Bonds shall be evidenced by one or more certificates placed
with a depository. If, after the initial issue of Series __ Bonds which had
been placed with a depository, the depository no longer holds such issue of the
Series __ Bonds, the Company may determine that ownership of such Series __
Bonds shall be evidenced in the usual certificated form. 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.
The principal of and the premium (if any) and interest on the Series __
Bonds shall be payable at the principal office in Providence, Rhode Island, of
the Trustee, or at the principal office of its successor in the trusts created
by the Indenture, or in such other places, if any, as may be authorized for the
purpose. At the option of the Company, such 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 the bond
register maintained pursuant to the Indenture. The interest installment on any
Series __ Bond which is payable, and is punctually paid or duly provided for,
on any first of March or September 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, the February 15 or August
15 (whether or not a business day) next preceding. However, 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 of March or September
(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 (1) or Clause (2) below:
(1) 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 but not 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, postage prepaid, to each
owner of Series __ Bonds, at his 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 (2).
(2) The Company may elect to make payment of any Defaulted Interest,
at any time and without prior notice to Bondholders, to the persons in
whose names the Series __ Bonds are registered at the close of business
on the day preceding the date of payment, 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.
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, each Series __ Bond
delivered under the Indenture 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 of the same original
issue date.
SECTION 2. The permitted aggregate principal amount of the 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 or outstanding at any time shall never in any event exceed
the amount at that time permitted by law.
SECTION 3. 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. 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 Bond 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.
SECTION 4. The Series __ Bonds shall be transferable, shall be
exchangeable for other fully registered Series __ Bonds of the same original
issue date and identical terms and provisions, and may be presented for
payment, transfer and exchange, and notices and demands in respect of Series
__ Bonds may be served or made, and the Series __ Bonds may bear such
endorsements or legends in respect of any or all of the foregoing matters or
otherwise, all upon the payment of applicable charges and upon and subject to
the applicable conditions and provisions of the Original Indenture in respect
of the Bonds and/or of the Series A Bonds, all of which conditions and
provisions mutatis mutandis are hereby adopted and made applicable in respect
of the Series __ Bonds as fully as if set forth herein at length; provided,
however, that, with respect to the Series __ Bonds, the last three paragraphs
of Section 2.06(b) of the Original Indenture shall not be applicable; and
provided, further, 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 a period beginning at the opening of business fifteen days before
the day of the mailing of a notice of redemption of Series __ Bonds selected
for redemption and ending at the close of business on the day of such mailing,
or (ii) to transfer or exchange any Series __ Bond so selected for redemption
in whole or in part.
SECTION 5. The certificate as to form, as to an issue of Series __ Bonds
shall provide whether such Series __ Bonds may be called, as a whole or in
part, or whether any part of the principal amount constituting $1,000 or any
integral multiple thereof, may be called, at the option of the Company under
the improvement fund provisions of Section 5.06 of the Original Indenture, for
redemption, in all cases at any time, whether or not an interest payment date,
upon not less than thirty 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; provided, however, the certificate as to form,
as to any issue of Series __ Bonds, may provide that none of such Bonds shall
be so called, whether for a period of years or at any time, from the date such
Bonds were first certified and delivered, 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, as to any issue of Series __ Bonds, may
provide that none of such Series __ 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 practices) of less than the effective interest cost to the Company
of the 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, all at the times, on the publication of notice, in the
manner, on the conditions and with the effect and pursuant to the provisions
specified in Section 5.02 (so far as applicable to the redemption of Bonds
other than Series A Bonds) and Sections 5.03 and 5.04 of the Original
Indenture; provided, however, that "published notice" with respect to any
redemption of the Series __ Bonds need not be given but a similar notice shall
be mailed, postage prepaid, at least thirty days prior to any redemption date
of the Series __ Bonds, to each owner of the Bonds to be redeemed, at his
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 called Bond is payable; and,
provided, further, that, in case the Company shall have elected to redeem less
than all of an issue of outstanding Series __ Bonds it shall, in each 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 Series __
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 for redemption of portions of the principal of Bonds of
denominations larger 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; and provided, further, that 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 case of partial redemption of Bonds of denominations larger
than $1,000, the respective principal amounts of the Bonds to be redeemed.
Installments of interest on any Series __ Bond maturing on or prior to the
redemption date of such Bond shall continue to be payable as provided in
Section 1 of this Article III.
ARTICLE IV.
AMENDMENT TO THE INDENTURE
Section 1. The Original Indenture, as previously amended, is hereby
further amended as set forth below.
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 in writing 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 aggregate principal 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 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 that 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."
Section 3.03 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."
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 September 1, 1944, were
not greater than the amount payable as an improvement fund since
September 1, 1944, 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 V.
CONCERNING THE TRUSTEE.
The Trustee accepts and agrees to execute the trusts, powers, rights and
duties of the Trustee under this __________ Supplemental Indenture upon and
only upon and subject to the terms and conditions of this __________
Supplemental Indenture and the terms and conditions of the Original Indenture
relating to the Trustee thereunder, all of which the Company and the holders
of the Series __ Bonds, by the issue, acceptance and holding of said Bonds,
agree are applicable to the Trustee hereunder, expressly including, but without
limiting the foregoing, or other provisions of the Indenture and hereof
protecting the Trustee, and without limiting or affecting any right, power or
discretion of the Trustee thereunder or hereunder, or otherwise existing, the
following:
(a) The Trustee for the time being under the Original Indenture shall
ex officio be the Trustee under this __________ Supplemental Indenture.
The word "Trustee" wherever used herein shall be taken to apply to the
Trustee for the time being under the Original Indenture and hereunder.
(b) The recitals of fact contained herein and in the Series __ Bonds
(except only the certificate upon said Bonds that they are issued under
the Indenture) shall be taken as the statements of the Company and the
Trustee assumes no responsibility for the correctness of the same. The
Trustee makes no representations as to the value of the mortgaged and
pledged property or any part thereof, or as to the title of the Company
thereto, or as to the validity or adequacy of the security afforded
thereby and hereby, or as to the validity of this __________ Supplemental
Indenture or of the Series __ Bonds issued hereunder.
(c) The Trustee in respect of all provisions hereof, of all moneys
held by it hereunder, of all property herein embraced and of all action
or omission to act hereunder and/or under or relating to the Series __
Bonds (i) shall be held to no responsibility or liability hereunder in
any way greater than the responsibility or liability to which the Trustee
under the Original Indenture is held thereunder and (ii) shall be
entitled to, may exercise and shall be protected by (to the full extent
that the same are applicable) all estate, rights, powers, conditions,
duties, privileges, immunities, exemptions, authorities, protection and
provisions set forth in Article 10 of the Original Indenture as applying
to the Trustee thereunder, all of which mutatis mutandis are hereby
adopted and made applicable in respect of such provisions hereof, moneys
held hereunder, property herein embraced and action or omission to act
hereunder as fully as if the provisions concerning the same were set
forth herein at length.
ARTICLE VI.
DEFEASANCE.
SECTION 1. All the property hereby mortgaged and pledged or intended so
to be shall revert to the Company and the estate, right, title and interest of
the Trustee in respect thereof shall cease, determine and become void and the
Trustee shall execute to the Company or its order proper instruments
acknowledging satisfaction of this __________ Supplemental Indenture and
surrendering to the Company or its order all cash and deposited securities, if
any, which shall then be held hereunder in the manner and with the effect
provided in Article 15 of the Original Indenture, but only upon the discharge
of the Original Indenture by the Trustee thereunder pursuant to the provisions
thereof.
ARTICLE VII.
MISCELLANEOUS.
SECTION 1. This __________ Supplemental Indenture is executed and shall
be construed as an indenture supplemental to the Original Indenture and as
provided in the Original Indenture this __________ Supplemental Indenture forms
a part thereof and, except as herein expressly otherwise defined, the use of
terms and expressions herein is in accordance with the definitions, uses and
constructions contained in the Original Indenture. Pursuant to Section 12.01
of the Original Indenture, it is hereby stipulated that the Trustee shall not
be taken impliedly to waive hereby any right it would otherwise have.
SECTION 2. 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.
SECTION 3. This __________ Supplemental Indenture is stated to be dated
as of ______, 19__. 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.
SECTION 4. 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.
SECTION 5. The cover of this __________ Supplemental Indenture and all
article headings, and the table of contents and marginal notes, if any, are
inserted for convenience only, and shall not affect any construction or
interpretation hereof.
IN WITNESS WHEREOF, The Narragansett 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 Rhode Island
Hospital Trust National Bank 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 ______, 19__.
THE NARRAGANSETT ELECTRIC COMPANY
DRAFT
By__________________________________________
ATTEST:
______________________
RHODE ISLAND HOSPITAL TRUST NATIONAL BANK
DRAFT
By__________________________________________
ATTEST:
______________________
SCHEDULE I
----------
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At Providence in said County on this ____ day of ______, 19__, before me
personally appeared the above named _________________, to me known and known
by me to be the party executing in his capacity as ____________________ for and
on behalf of The Narragansett Electric Company, a corporation, the foregoing
instrument and acknowledged said instrument by him so executed to be his free
and voluntary act and deed and the free and voluntary act and deed of The
Narragansett Electric Company, a corporation, and that the seal affixed to the
foregoing instrument is the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal this ____ day of ______, 19__.
By_______________________________________
, Notary Public
My commission expires: _____________
STATE OF RHODE ISLAND )
) SC.
COUNTY OF PROVIDENCE )
At Providence in said County on this ____ day of ______, 19__, before me
personally appeared the above named ________________, to me known and known by
me to be the party executing in his capacity as _____________________ for and
on behalf of Rhode Island Hospital Trust National Bank, a national banking
association, the foregoing instrument and acknowledged said instrument by him
so executed to be his free and voluntary act and deed and the free and
voluntary act and deed of Rhode Island Hospital Trust National Bank, a national
banking association, and that the seal affixed to the foregoing instrument is
the corporate seal of said corporation.
IN WITNESS WHEREOF I have hereunto set my hand and affixed my official
seal this ____ day of ______, 19__.
By_______________________________________
Notary Public
My commission expires: ________________
I, Thomas G. Robinson, Secretary of The Narragansett Electric Company,
a corporation duly organized under the laws of the State of Rhode Island and
having its principal place of business in Providence, Rhode Island, HEREBY
CERTIFY that at a special meeting of the stockholders of said corporation, duly
called and held at 280 Melrose Street, Providence, Rhode Island, on _________,
19__, by the affirmative action of the holders of all of the outstanding common
stock of said corporation, being the only class of stock outstanding the
holders of which were entitled to vote at said meeting, the following vote was
duly adopted:
VOTED: That the form, terms, and provisions of the Supplemental Indenture
to be dated as of ________, 19__, from the Company, to Rhode Island
Hospital Trust National Bank, as Trustee (hereinafter in these votes
called the __________ Supplemental Indenture), supplementing and
amending the Company's First Mortgage Indenture and Deed of Trust
dated as of September 1, 1944, as supplemented and amended, and
mortgaging, pledging, conveying, assigning, and transferring to said
Bank, as Trustee, the property and rights and interests in property
therein described for the security of the First Mortgage Bonds of the
Company, substantially in the form presented to this meeting, are
hereby approved; and the President and each Vice President are
severally authorized in the name and on behalf of the Company to
execute, under the corporate seal attested by the Secretary or an
Assistant Secretary, to acknowledge and to deliver, in as many
counterparts as the officer so acting may deem advisable, an
instrument in substantially the form of said supplemental indenture,
the execution and delivery of such an instrument by any of said
officers to be conclusive evidence that the same is authorized by
this vote.
I FURTHER CERTIFY that by the affirmative action of all the directors
present, upon a motion duly made and recorded, at a regular meeting of the
Board of Directors of said Company, duly called and held at 280 Melrose Street,
Providence, Rhode Island, on __________, at which meeting a quorum was present
and acting throughout, the following vote was duly adopted:
VOTED: (i) That the form, terms, and provisions of the supplemental
indentures created for each additional series of New Bonds from
the Company, to Rhode Island Hospital Trust National Bank, as
Trustee, supplementing and amending the Company's First Mortgage
Indenture and Deed of Trust dated as of September 1, 1944, as
supplemented and amended, and mortgaging, pledging, conveying,
assigning, and transferring to said Bank, as Trustee, the
property and rights and interests in property therein described
for the security of the First Mortgage Bonds of the Company, 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 and each Vice President are
severally authorized in the name and on behalf of the Company to
execute, under the corporate seal attested by the Secretary or
an Assistant Secretary, to acknowledge and to deliver, in as
many counterparts as the officer so acting may deem advisable,
an instrument in substantially the form of supplemental
indenture (with appropriate insertions of principal amount,
maturity date, interest payment dates, redemption and refunding
provisions, and interest rates, as well as other terms and
conditions for the specific series of New Bonds, and with such
further modifications as the officers executing said
supplemental indenture shall approve, such execution to be
conclusive evidence of such approval); and the execution and
delivery of such an instrument by any of said officers to be
conclusive evidence that the same is authorized by this vote.
VOTED: (ii) That the Board of Directors considers the additions to the
covenants and agreements of the Indenture, as contained in
the form of the supplemental indentures authorized by the
preceding vote, to be for the protection of the holders of
the Bonds outstanding under the Indenture and for the
protection of the trust estate.
AND I FURTHER CERTIFY that as appears from the records of said
corporation _______________ is Vice President of said corporation and duly
authorized to execute in its name and on its behalf the foregoing __________
Supplemental Indenture, dated as of _________, 19__, that the foregoing
__________ Supplemental Indenture to which this certificate is attached is
substantially in the form presented to and approved at said meetings; that the
foregoing is a true and correct copy of the votes passed at said meetings
respectively as recorded in the records of said corporation and that said votes
remain in full force and effect without alteration.
IN WITNESS WHEREOF I have hereunto subscribed my name as Secretary as
aforesaid and have caused the corporate seal of said corporation to be hereto
affixed this ______ day of _________, 19__.
____________________________________
Thomas G. Robinson, Secretary of
THE NARRAGANSETT ELECTRIC COMPANY