Exhibit 4.2.14 SUPPLEMENTAL INDENTURE Dated as of December 1, 1993 TO Indenture of Mortgage and Deed of Trust Dated as of May 1, 1921 THE CONNECTICUT LIGHT AND POWER COMPANY TO BANKERS TRUST COMPANY, Trustee Series ZZ Bonds, Due December 1, 2025 THE CONNECTICUT LIGHT AND POWER COMPANY Supplemental Indenture, Dated as of December 1, 1993 TABLE OF CONTENTS PAGE Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Granting Clauses . . . . . . . . . . . . . . . . . . . . . . . . . 2 Habendum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Grant in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . 2 ARTICLE 1. FORM AND PROVISIONS OF BONDS OF SERIES ZZ SECTION 1.01. Designation; Amount. . . . . . . . . . . . . . . . . 3 SECTION 1.02. Form of Bonds of Series ZZ . . . . . . . . . . . . . 3 SECTION 1.03. Provisions of Bonds of Series ZZ; Interest Accrual . 3 SECTION 1.04. Transfer and Exchange of Bonds of Series ZZ. . . . . 4 SECTION 1.05. Sinking and Improvement Fund . . . . . . . . . . . . 4 ARTICLE 2. REDEMPTION OF BONDS OF SERIES ZZ . . . . . . 4 ARTICLE 3. MISCELLANEOUS SECTION 3.01. Benefits of Supplemental Indenture and Bonds of Series ZZ. . . . . . . . . . . . . . . . . 5 SECTION 3.02. Effect of Table of Contents and Headings . . . . . . 5 SECTION 3.03. Counterparts . . . . . . . . . . . . . . . . . . . . 5 TESTIMONIUM. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 ACKNOWLEDGMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 6 SCHEDULE A - Form of Bond of Series ZZ, Form of Trustee's Certificate. . . . . . . . . . . . . . . . . . 7 SCHEDULE B - Property Subject to the Lien of the Mortgage. . . . . 13 SUPPLEMENTAL INDENTURE, dated as of the first day of December, 1993, between THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing under the laws of the State of Connecticut (hereinafter called "Company") and BANKERS TRUST COMPANY, a corporation organized and existing under the laws of the State of New York (hereinafter called "Trustee"). WHEREAS, the Company heretofore duly executed, acknowledged and delivered to the Trustee a certain Indenture of Mortgage and Deed of Trust dated as of May 1, 1921, and fifty-eight Supplemental Indentures thereto dated respectively as of May 1, 1921, February 1, 1924, July 1, 1926, October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, and July 1, 1993 (said Indenture of Mortgage and Deed of Trust (i) as heretofore amended, being hereinafter generally called the "Mortgage Indenture," and (ii) together with said Supplemental Indentures thereto, being hereinafter generally called the "Mortgage"), all of which have been duly recorded as required by law, for the purpose of securing its First and Refunding Mortgage Bonds (of which $1,407,000,000 aggregate principal amount are outstanding at the date of this Supplemental Indenture) to an unlimited amount, issued and to be issued for the purposes and in the manner therein provided, of which Mortgage this Supplemental Indenture is intended to be made a part, as fully as if therein recited at length; WHEREAS, the Company by appropriate and sufficient corporate action in conformity with the provisions of the Mortgage has duly determined to create a further series of bonds under the Mortgage to be designated "First and Refunding Mortgage 7-3/8% Bonds, Series ZZ" (hereinafter generally referred to as the "bonds of Series ZZ"), to consist of fully registered bonds containing terms and provisions duly fixed and determined by the Board of Directors of the Company and expressed in this Supplemental Indenture, such fully registered bonds and the Trustee's certificate of its authentication thereof to be substantially in the forms thereof respectively set forth in Schedule A appended hereto and made a part hereof; and WHEREAS, the execution and delivery of this Supplemental Indenture and the issue of not exceeding one hundred and twenty-five million dollars ($125,000,000) in aggregate principal amount of bonds of Series ZZ and other necessary actions have been duly authorized by the Board of Directors of the Company; and WHEREAS, the Company proposes to execute and deliver this Supplemental Indenture to provide for the issue of the bonds of Series ZZ and to confirm the lien of the Mortgage on the property referred to below, all as permitted by Section 14.01 of the Mortgage Indenture; and WHEREAS, all acts and things necessary to constitute this Supplemental Indenture a valid, binding and legal instrument and to make the bonds of Series ZZ, when executed by the Company and authenticated by the Trustee valid, binding and legal obligations of the Company have been authorized and performed; NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE OF MORTGAGE AND DEED OF TRUST WITNESSETH: That in order to secure the payment of the principal of and interest on all bonds issued and to be issued under the Mortgage, according to their tenor and effect, and according to the terms of the Mortgage and this Supplemental Indenture, and to secure the performance of the covenants and obligations in said bonds and in the Mortgage and this Supplemental Indenture respectively contained, and for the better assuring and confirming unto the Trustee, its successor or successors and its or their assigns, upon the trusts and for the purposes expressed in the Mortgage and this Supplemental Indenture, all and singular the hereditament, premises, estates and property of the Company thereby conveyed or assigned or intended so to be, or which the Company may thereafter have become bound to convey or assign to the Trustee, as security for said bonds (except such hereditament, premises, estates and property as shall have been disposed of or released or withdrawn from the lien of the Mortgage and this Supplemental Indenture, in accordance with the provisions thereof and subject to alterations, modifications and changes in said hereditament, premises, estates and property as permitted under the provisions thereof), the Company, for and in consideration of the premises and the sum of One Dollar ($1.00) to it in hand paid by the Trustee, the receipt whereof is hereby acknowledged, and of other valuable considerations, has granted, bargained, sold, assigned, mortgaged, pledged, transferred, set over, aliened, enfeoffed, released, conveyed and confirmed, and by these presents does grant, bargain, sell, assign, mortgage, pledge, transfer, set over, alien, enfeoff, release, convey and confirm unto said Bankers Trust Company, as Trustee, and its successor or successors in the trusts created by the Mortgage and this Supplemental Indenture, and its and their assigns, all of said hereditament, premises, estates and property (except and subject as aforesaid), as fully as though described at length herein, including, without limitation of the foregoing, the property, rights and privileges of the Company described or referred to in Schedule B hereto. Together with all plants, buildings, structures, improvements and machinery located upon said real estate or any portion thereof, and all rights, privileges and easements of every kind and nature appurtenant thereto, and all and singular the tenements, hereditament and appurtenances belonging to the real estate or any part thereof described or referred to in Schedule B or intended so to be, or in any wise appertaining thereto, and the reversions, remainders, rents, issues and profits thereof, and also all the estate, right, title, interest, property, possession, claim and demand whatsoever, as well in law as in equity, of the Company, of, in and to the same and any and every part thereof, with the appurtenances; except and subject as aforesaid. TO HAVE AND TO HOLD all and singular the property, rights and privileges hereby granted or mentioned or intended so to be, together with all and singular the reversions, remainders, rents, revenues, income, issues and profits, privileges and appurtenances, now or hereafter belonging or in any way appertaining thereto, unto the Trustee and its successor or successors in the trust created by the Mortgage and this Supplemental Indenture, and its and their assigns, forever, and with like effect as if the above described property, rights and privileges had been specifically described at length in the Mortgage and this Supplemental Indenture. Subject, however, to permitted liens, as defined in the Mortgage Indenture. IN TRUST, NEVERTHELESS, upon the terms and trusts of the Mortgage and this Supplemental Indenture for those who shall hold the bonds and coupons issued and to be issued thereunder, or any of them, without preference, priority or distinction as to lien of any of said bonds and coupons over any others thereof by reason of priority in the time of the issue or negotiation thereof, or otherwise howsoever, subject, however, to the provisions in reference to extended, transferred or pledged coupons and claims for interest set forth in the Mortgage and this Supplemental Indenture (and subject to any sinking fund that may heretofore have been or hereafter be created for the benefit of any particular series). And it is hereby covenanted that all such bonds of Series ZZ are to be issued, authenticated and delivered, and that the mortgaged premises are to be held by the Trustee, upon and subject to the trusts, covenants, provisions and conditions and for the uses and purposes set forth in the Mortgage and this Supplemental Indenture and upon and subject to the further covenants, provisions and conditions and for the uses and purposes hereinafter set forth, as follows, to wit: ARTICLE 1. FORM AND PROVISIONS OF BONDS OF SERIES ZZ SECTION 1.01. Designation; Amount. The bonds of Series ZZ shall be designated "First and Refunding Mortgage 7-3/8% Bonds, Series ZZ" and, subject to Section 2.08 of the Mortgage Indenture, shall not exceed one hundred and twenty-five million dollars ($125,000,000) in aggregate principal amount at any one time outstanding. The initial issue of the bonds of Series ZZ may be effected upon compliance with the applicable provisions of the Mortgage Indenture. SECTION 1.02. Form of Bonds of Series ZZ. The bonds of Series ZZ shall be issued only in fully registered form without coupons in denominations of one thousand dollars ($1,000) and multiples thereof. The bonds of Series ZZ and the certificate of the Trustee upon said bonds shall be substantially in the forms thereof respectively set forth in Schedule A appended hereto. SECTION 1.03. Provisions of Bonds of Series ZZ; Interest Accrual. The bonds of Series ZZ shall mature on December 1, 2025 and shall bear interest, payable semiannually on the first days of June and December of each year, commencing June 1, 1994, at the rate specified in their title, until the Company's obligation in respect of the principal thereof shall be discharged; and shall be payable both as to principal and interest at the office or agency of the Company in the Borough of Manhattan, New York, New York, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. The interest on the bonds of Series ZZ, whether in temporary or definitive form, shall be payable without presentation of such bonds; and only to or upon the written order of the registered holders thereof of record at the applicable record date. The bonds of Series ZZ shall be callable for redemption in whole or in part according to the terms and provisions provided herein in Article 2. Each bond of Series ZZ shall be dated as of December 1, 1993 and shall bear interest on the principal amount thereof from the interest payment date next preceding the date of authentication thereof by the Trustee to which interest has been paid on the bonds of Series ZZ, or if the date of authentication thereof is prior to May 16, 1994, then from the date of original issuance, or if the date of authentication thereof be an interest payment date to which interest is being paid or a date between the record date for any such interest payment date and such interest payment date, then from such interest payment date. The person in whose name any bond of Series ZZ is registered at the close of business on any record date (as hereinafter defined) with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such bond upon any registration of transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except that if and to the extent the Company shall default in the payment of the interest due on such interest payment date, then such defaulted interest shall be paid to the person in whose name such bond is registered on a subsequent record date for the payment of defaulted interest if one shall have been established as hereinafter provided and otherwise on the date of payment of such defaulted interest. A subsequent record date may be established by the Company by notice mailed to the owners of bonds of Series ZZ not less than ten days preceding such record date, which record date shall not be more than thirty days prior to the subsequent interest payment date. The term "record date" as used in this Section with respect to any regular interest payment (i.e., June 1 or December 1) shall mean the May 15 or November 15, as the case may be, next preceding such interest payment date, or if such May 15 or November 15 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, New York, New York are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. SECTION 1.04. Transfer and Exchange of Bonds of Series ZZ. The bonds of Series ZZ may be surrendered for registration of transfer as provided in Section 2.06 of the Mortgage Indenture at the office or agency of the Company in the Borough of Manhattan, New York, New York, and may be surrendered at said office for exchange for a like aggregate principal amount of bonds of Series ZZ of other authorized denominations. Notwithstanding the provisions of Section 2.06 of the Mortgage Indenture, no charge, except for taxes or other governmental charges, shall be made by the Company for any registration of transfer of bonds of Series ZZ or for the exchange of any bonds of Series ZZ for such bonds of other authorized denominations. SECTION 1.05. Sinking and Improvement Fund. Each holder of a bond of Series ZZ, solely by virtue of its acquisition thereof, shall have and be deemed to have consented, without the need for any further action or consent by such holder, to any and all amendments to the Mortgage Indenture which are intended to eliminate or modify in any manner the requirements of the sinking and improvement fund as provided for in Section 6.14 thereof. ARTICLE 2. REDEMPTION OF BONDS OF SERIES ZZ. The bonds of Series ZZ are not subject to redemption at the option of the Company prior to December 1, 1998. Thereafter, the bonds of Series ZZ shall be redeemable as a whole at any time or in part from time to time in accordance with the provisions of the Mortgage and upon not less than thirty (30) days' prior notice given by mail as provided in the Mortgage (which notice may state that it is subject to the receipt of the redemption moneys by the Trustee on or before the date fixed for redemption and which notice shall be of no effect unless such moneys are so received on or before such date), either at the option of the Company, or for the purpose of any applicable provision of the Mortgage, at the following prices: (a) if redeemed with trust moneys deposited with or received by the Trustee pursuant to Section 3.55 or Section 6.06 or Section 6.09 or Section 6.14 or Article 8.5 of the Mortgage Indenture, then at the applicable special redemption price, stated as a percentage of the principal amount, specified under the column headed Special Redemption Price in the form of bond of Series ZZ set forth in Schedule A appended hereto, together in every case with accrued and unpaid interest thereon to the date fixed for redemption; and (b) otherwise, at the applicable general redemption price, stated as a percentage of the principal amount, specified under the column headed General Redemption Price in the form of bond of Series ZZ set forth in Schedule A appended hereto, together in every case with accrued and unpaid interest thereon to the date fixed for redemption. ARTICLE 3. MISCELLANEOUS. SECTION 3.01. Benefits of Supplemental Indenture and Bonds of Series ZZ. Nothing in this Supplemental Indenture, or in the bonds of Series ZZ, expressed or implied, is intended to or shall be construed to give to any person or corporation other than the Company, the Trustee and the holders of the bonds and interest obligations secured by the Mortgage and this Supplemental Indenture, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or of any covenant, condition or provision herein contained. All the covenants, conditions and provisions hereof are and shall be held to be for the sole and exclusive benefit of the Company, the Trustee and the holders of the bonds and interest obligations secured by the Mortgage and this Supplemental Indenture. SECTION 3.02. Effect of Table of Contents and Headings. The table of contents and the descriptive headings of the several Articles and Sections of this Supplemental Indenture are inserted for convenience of reference only and are not to be taken to be any part of this Supplemental Indenture or to control or affect the meaning, construction or effect of the same. SECTION 3.03. Counterparts. For the purpose of facilitating the recording hereof, this Supplemental Indenture may be executed in any number of counterparts, each of which shall be and shall be taken to be an original and all collectively but one instrument. IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused these presents to be executed by a Vice President and its corporate seal to be hereunto affixed, duly attested by its Secretary or an Assistant Secretary, and Bankers Trust Company has caused these presents to be executed by a Vice President or Assistant Vice President and its corporate seal to be hereunto affixed, duly attested by one of its Assistant Treasurers, as of the day and year first above written. THE CONNECTICUT LIGHT AND POWER COMPANY Attest: /s/ Mark A. Joyse By /s/ John B. Keane Mark A. Joyse John B. Keane Assistant Secretary Vice President (SEAL) Signed, sealed and delivered in the presence of: /s/ Judith D. Boucher /s/ Lisa M. DiMano BANKERS TRUST COMPANY Attest: /s/ M. Lisa Morrone By /s/ Robert Gorman M. Lisa Morrone Robert Gorman Assistant Treasurer Vice President (SEAL) Signed, sealed and delivered in the presence of: /s/ J. Florio J. Florio /s/ Shikha Dombek Shikha Dombek STATE OF CONNECTICUT ) ) SS.: BERLIN COUNTY OF HARTFORD ) On this 13th day of December 1993, before me, Rose Valintakonis, the undersigned officer, personally appeared John B. Keane and Mark A. Joyse, who acknowledged themselves to be Vice President and Assistant Secretary, respectively, of THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation, and that they, as such Vice President and such Assistant Secretary, being authorized so to do, executed the foregoing instrument for the purpose therein contained, by signing the name of the corporation by themselves as Vice President and Assistant Secretary, and as their free act and deed. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Rose Valintakonis Rose Valintakonis Notary Public My commission expires March 31, 1994 (SEAL) STATE OF NEW YORK ) ) SS.: NEW YORK COUNTY OF NEW YORK ) On this 8th day of December, 1993, before me, /s/ Sharon V. Alston, the undersigned officer, personally appeared Robert Gorman and M. Lisa Morrone, who acknowledged themselves to be Vice President and Assistant Treasurer, respectively, of BANKERS TRUST COMPANY, a corporation, and that they, as such Vice President and such Assistant Treasurer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by themselves as Vice President and Assistant Treasurer, and as their free act and deed. IN WITNESS WHEREOF, I hereunto set my hand and official seal. /s/ Sharon V. Alston Notary Public My Commission expires May 7, 1994 (SEAL) SCHEDULE A [FORM OF BONDS OF SERIES ZZ] No. $ THE CONNECTICUT LIGHT AND POWER COMPANY Incorporated under the Laws of the State of Connecticut FIRST AND REFUNDING MORTGAGE 7-3/8% BOND, SERIES ZZ PRINCIPAL DUE DECEMBER 1, 2025 FOR VALUE RECEIVED, THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing under the laws of the State of Connecticut (hereinafter called the Company), hereby promises to pay to , or registered assigns, the principal sum of dollars, on the first day of December, 2025 and to pay interest on said sum, semiannually on the first days of June and December in each year, commencing June 1, 1994, until the Company's obligation with respect to said principal sum shall be discharged, at the rate per annum specified in the title of this bond from the interest payment date next preceding the date of authentication hereof to which interest has been paid on the bonds of this series, or if the date of authentication hereof is prior to May 16, 1994, then from the date of original issuance, or if the date of authentication hereof is an interest payment date to which interest is being paid or a date between the record date for any such interest payment date and such interest payment date, then from such interest payment date. Both principal and interest shall be payable at the office or agency of the Company in the Borough of Manhattan, New York, New York, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Each installment of interest hereon (other than overdue interest) shall be payable to the person who shall be the registered owner of this bond at the close of business on the record date, which shall be the May 15 or November 15, as the case may be, next preceding the interest payment date, or, if such May 15 or November 15 shall be a legal holiday or a day on which banking institutions in the Borough of Manhattan, New York, New York, are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close. Reference is hereby made to the further provisions of this bond set forth on the reverse hereof, including without limitation provisions in regard to the call and redemption and the registration of transfer and exchangeability of this bond, and such further provisions shall for all purposes have the same effect as though fully set forth in this place. This bond shall not become or be valid or obligatory until the certificate of authentication hereon shall have been signed by Bankers Trust Company (hereinafter with its successors as defined in the Mortgage hereinafter referred to, generally called the Trustee), or by such a successor. IN WITNESS WHEREOF, The Connecticut Light and Power Company has caused this bond to be executed in its corporate name and on its behalf by its President by his signature or a facsimile thereof, and its corporate seal to be affixed or imprinted hereon and attested by the manual or facsimile signature of its Secretary. Dated as of December 1, 1993. THE CONNECTICUT LIGHT AND POWER COMPANY By President Attest: Secretary [FORM OF TRUSTEE'S CERTIFICATE] Bankers Trust Company hereby certifies that this bond is one of the bonds described in the within mentioned Mortgage. BANKERS TRUST COMPANY, TRUSTEE By Authorized Officer Dated: [FORM OF BOND] [REVERSE] THE CONNECTICUT LIGHT AND POWER COMPANY FIRST AND REFUNDING MORTGAGE 7-3/8% BOND, SERIES ZZ This bond is one of an issue of bonds of the Company, of an unlimited authorized amount of coupon bonds or registered bonds without coupons, or both, known as its First and Refunding Mortgage Bonds, all issued or to be issued in one or more series, and is one of a series of said bonds limited in principal amount to one hundred and twenty-five million dollars ($125,000,000), consisting only of registered bonds without coupons and designated "First and Refunding Mortgage 7-3/8% Bonds, Series ZZ," all of which bonds are issued or are to be issued under, and equally and ratably secured by, a certain Indenture of Mortgage and Deed and Trust dated as of May 1, 1921, and by fifty-nine Supplemental Indentures dated respectively as of May 1, 1921, February 1, 1924, July 1, 1926, June 20, 1928, June 1, 1932, July 1, 1932, July 1, 1935, September 1, 1936, October 20, 1936, December 1, 1936, December 1, 1938, August 31, 1944, September 1, 1944, May 1, 1945, October 1, 1945, November 1, 1949, December 1, 1952, December 1, 1955, January 1, 1958, February 1, 1960, April 1, 1961, September 1, 1963, April 1, 1967, May 1, 1967, January 1, 1968, October 1, 1968, December 1, 1969, January 1, 1970, October 1, 1970, December 1, 1971, August 1, 1972, April 1, 1973, March 1, 1974, February 1, 1975, September 1, 1975, May 1, 1977, March 1, 1978, September 1, 1980, October 1, 1981, June 30, 1982, October 1, 1982, July 1, 1983, January 1, 1984, October 1, 1985, September 1, 1986, April 1, 1987, October 1, 1987, November 1, 1987, April 1, 1988, November 1, 1988, June 1, 1989, September 1, 1989, December 1, 1989, April 1, 1992, July 1, 1992, October 1, 1992, July 1, 1993, July 1, 1993 and December 1, 1993 (said Indenture of Mortgage and Deed of Trust and Supplemental Indentures being collectively referred to herein as the "Mortgage"), all executed by the Company to Bankers Trust Company, as Trustee, all as provided in the Mortgage to which reference is made for a statement of the property mortgaged and pledged, the nature and extent of the security, the rights of the holders of the bonds in respect thereof and the terms and conditions upon which the bonds may be issued and are secured; but neither the foregoing reference to the Mortgage nor any provision of this bond or of the Mortgage shall affect or impair the obligation of the Company, which is absolute, unconditional and unalterable, to pay at the maturities herein provided the principal of and interest on this bond as herein provided. The principal of this bond may be declared or may become due on the conditions, in the manner and at the time set forth in the Mortgage, upon the happening of an event of default as in the Mortgage provided. This bond is transferable by the registered holder hereof in person or by attorney upon surrender hereof at the office or agency of the Company in the Borough of Manhattan, New York, New York, together with a written instrument of transfer in approved form, signed by the holder, and a new bond or bonds of this series for a like principal amount in authorized denominations will be issued in exchange, all as provided in the Mortgage. Prior to due presentment for registration of transfer of this bond the Company and the Trustee may deem and treat the registered owner hereof as the absolute owner hereof, whether or not this bond be overdue, for the purpose of receiving payment and for all other purposes, and neither the Company nor the Trustee shall be affected by any notice to the contrary. This bond is exchangeable at the option of the registered holder hereof upon surrender hereof, at the office or agency of the Company in the Borough of Manhattan, New York, New York, for an equal principal amount of bonds of this series of other authorized denominations, in the manner and on the terms provided in the Mortgage. Bonds of this series are to be issued initially under a book-entry only system and, except as hereinafter provided, registered in the name of The Depository Trust Company, New York, New York ("DTC") or its nominee, which shall be considered to be the holder of all bonds of this series for all purposes of the Mortgage, including, without limitation, payment by the Company of principal of and interest on such bonds of this series and receipt of notices and exercise of rights of holders of such bonds of this series. There shall be a single bond of this series which shall be immobilized in the custody of DTC with the owners of book-entry interests in bonds of this series ("Book-Entry Interests") having no right to receive bonds of this series in the form of physical securities or certificates. Ownership of Book-Entry Interests shall be shown by book-entry on the system maintained and operated by DTC, its participants (the "Participants") and certain persons acting through the Participants. Transfers of ownership of Book-Entry Interests are to be made only by DTC and the Participants by that book-entry system, the Company and the Trustee having no responsibility therefor so long as bonds of this series are registered in the name of DTC or its nominee. DTC is to maintain records of positions of Participants in bonds of this series, and the Participants and persons acting through Participants are to maintain records of the purchasers and owners of Book-Entry Interests. If DTC or its nominee determines not to continue to act as a depository for the bonds of this series in connection with a book-entry only system, another depository, if available, may act instead and the single bond of this series will be transferred into the name of such other depository or its nominee, in which case the above provisions will continue to apply to the new depository. If the book-entry only system for bonds of this series is discontinued for any reason, upon surrender and cancellation of the single bond of this series registered in the name of the then depository or its nominee, new registered bonds of this series will be issued in authorized denominations to the holders of Book-Entry Interests in principal amounts coinciding with the amounts of Book-Entry Interests shown on the book-entry system immediately prior to the discontinuance thereof. Neither the Trustee nor the Company shall be responsible for the accuracy of the interests shown on that system. The bonds of this series are not subject to redemption at the option of the Company prior to December 1, 1998. Thereafter, the bonds of this series are subject to redemption prior to maturity as a whole at any time or in part from time to time in accordance with the provisions of the Mortgage, upon not less than thirty (30) days' prior notice (which notice may be made subject to the deposit of redemption moneys with the Trustee before the date fixed for redemption) given by mail as provided in the Mortgage, either at the option of the Company, or for the purposes of any applicable provision of the Mortgage, at the following prices, together in every case with accrued and unpaid interest thereon to the date fixed for redemption: (a) if redeemed with trust moneys deposited with or received by the Trustee pursuant to specified provisions of the Mortgage, then at the applicable special redemption price, stated as a percentage of the principal amount, set forth below; and (b) otherwise, at the applicable general redemption price, stated as a percentage of the principal amount, set forth below: If date fixed for General Special redemption falls Redemption Redemption within twelve months' Price (% Price (% period ending the of principal of principal last day of November amount called) amount called) 1999 104.47% 100.00% 2000 104.17 100.00 2001 103.88 100.00 2002 103.58 100.00 2003 103.28 100.00 2004 102.98 100.00 2005 102.68 100.00 2006 102.39 100.00 2007 102.09 100.00 2008 101.79 100.00 2009 101.49 100.00 2010 101.20 100.00 2011 100.90 100.00 2012 100.60 100.00 2013 100.30 100.00 2014 100.00 100.00 2015 100.00 100.00 2016 100.00 100.00 2017 100.00 100.00 2018 100.00 100.00 2019 100.00 100.00 2020 100.00 100.00 2021 100.00 100.00 2022 100.00 100.00 2023 100.00 100.00 2024 100.00 100.00 2025 100.00 100.00 The Mortgage provides that the Company and the Trustee, with consent of the holders of not less than 66-2/3% in aggregate principal amount of the bonds at the time outstanding which would be affected by the action proposed to be taken, may by supplemental indenture add any provisions to or change or eliminate any of the provisions of the Mortgage or modify the rights of the holders of the bonds and coupons issued thereunder; provided, however, that without the consent of the holder hereof no such supplemental indenture shall affect the terms of payment of the principal of or interest or premium on this bond, or reduce the aforesaid percentage of the bonds the holders of which are required to consent to such a supplemental indenture, or permit the creation by the Company of any mortgage or pledge or lien in the nature thereof ranking prior to or equal with the lien of the Mortgage or deprive the holder hereof of the lien of the Mortgage on any of the property which is subject to the lien thereof. As set forth in the Supplemental Indenture establishing the terms and series of the bonds of this series, each holder of this bond, solely by virtue of its acquisition thereof, shall have and be deemed to have consented, without the need for any further action or consent by such holder, to any and all amendments to the Mortgage which are intended to eliminate or modify in any manner the requirements of the sinking and improvement fund as set forth in Section 6.14 of the Mortgage. No recourse shall be had for the payment of the principal of or the interest on this bond, or any part thereof, or for any claim based thereon or otherwise in respect thereof, to any incorporator, or any past, present or future stockholder, officer or director of the Company, either directly or indirectly, by virtue of any statute or by enforcement of any assessment or otherwise, and any and all liability of the said incorporators, stockholders, officers or directors of the Company in respect to this bond is hereby expressly waived and released by every holder hereof. [This page intentionally left blank] SCHEDULE B PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE IN CONNECTICUT TOWN OF ANDOVER All the following described rights, privileges and easements situated in the Town of Andover, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (1) Lynn M. Wytas et al. August 12, 1993 59 588 (2) Joseph A. Toce August 16, 1993 59 590 (3) Jessee Person et al. September 29, 1993 59 873 TOWN OF ASHFORD All the following described rights, privileges and easements situated in the Town of Ashford, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (4) State of Connecticut September 16, 1985 78 894 (5) Colonial Builders of New December 13, 1985 79 220 England, Inc. (6) Trade Craftsmen, Inc. September 21, 1993 102 516 TOWN OF AVON All the following described rights, privileges and easements situated in the Town of Avon, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (7) Avon Park Properties June 24, 1993 280 150 (8) Orchard Farm Development, Inc. June 23, 1993 280 120 TOWN OF BERLIN All the following described rights, privileges and easements situated in the Town of Berlin, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (9) Louis F. Grabowski et al. July 8, 1993 349 370 (10) Kenneth J. Dorio June 21, 1993 349 372 TOWN OF BRISTOL All the following described rights, privileges and easements situated in the Town of Bristol, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (11) East View Farm Associates August 5, 1993 1100 872 TOWN OF CHAPLIN All the following described rights, privileges and easements situated in the Town of Chaplin, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (12) Raymond B. Bettencourt et al. February 17, 1987 44 191 TOWN OF CHESHIRE All the following described rights, privileges and easements situated in the Town of Cheshire, County of New Haven and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (13) Copper Valley Estates, Inc. August 23, 1993 998 33 (14) Orchard View Construction Co., August 17, 1993 998 163 Inc. TOWN OF COLCHESTER All the following described rights, privileges and easements situated in the Town of Colchester, County of New London and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (15) William R. Swenson November 19, 1992 333 319 TOWN OF COLUMBIA All the following described rights, privileges and easements situated in the Town of Columbia, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (16) Francis G. Kosowicz March 25, 1987 75 137 (17) Randazzo Associates October 8, 1993 100 225 TOWN OF COVENTRY All the following described rights, privileges and easements situated in the Town of Coventry, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (18) Frank Infante July 1, 1993 492 246 (19) Country Place Associates, Inc. July 13, 1987 345 331 (20) Gerald P. Rothman September 29, 1988 382 66 (21) Paxton Development Group July 2, 1993 492 108 Limited Partnership (22) Paxton Development Group July 10, 1993 493 98 Limited Partnership et al. TOWN OF EASTFORD All the following described rights, privileges and easements situated in the Town of Eastford, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (23) Evelyn Day Warren August 12, 1993 34 197 TOWN OF ELLINGTON All the following described rights, privileges and easements situated in the Town of Ellington, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (24) The Apostolic Christian Church July 19, 1993 201 62 of Ellington, Inc. (25) Robert A. Ludwig et al. August 25, 1978 111 258 (26) Gardner L. Chapman July 28, 1986 142 112 (27) Evandro S. Santini October 21, 1985 135 919 (28) Michael J. Stosonis et al. August 7, 1978 111 260 (29) I-86 Co. October 8, 1993 203 477 TOWN OF ENFIELD All the following described rights, privileges and easements situated in the Town of Enfield, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (30) Maine State Retirement System June 11, 1993 788 127 (31) Betty Ann Reilly May 28, 1993 795 314 (32) Charles R. Garrow et al. August 19, 1993 809 162 TOWN OF FARMINGTON All the following described rights, privileges and easements situated in the Town of Farmington, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (33) Lawrence F. Webster July 15, 1993 465 705 TOWN OF FRANKLIN All the following described rights, privileges and easements situated in the Town of Franklin, County of New London and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (34) Crossen Builders, Inc. December 24, 1986 35 17 TOWN OF KILLINGLY All the following described rights, privileges and easements situated in the Town of Killingly, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (35) Edith B. Hughes et al. August 27, 1993 581 275 (36) Robert A. Mineau et al. September 22, 1993 583 204 (37) Green Hollow Associates September 16, 1993 583 201 TOWN OF LEBANON All the following described rights, privileges and easements situated in the Town of Lebanon, County of New London and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (38) Michael S. Block September 28, 1993 154 799 TOWN OF MANCHESTER All the following described rights, privileges and easements situated in the Town of Manchester, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (39) Downeast Associates Limited August 20, 1993 1626 298 *Partnership *Inter alia - South Windsor TOWN OF MANSFIELD All the following described rights, privileges and easements situated in the Town of Mansfield, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (40) Lodi Associates et al. July 13, 1993 338 67 (41) Joseph Glasser December 5, 1986 245 480 (42) Mansfield Cooperative, Inc. August 13, 1993 340 4 (43) Mansfield Retirement Community, July 14, 1993 341 154 Inc. TOWN OF NAUGATUCK All the following described rights, privileges and easements situated in the Town of Naugatuck, County of New Haven and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (44) Richard F. Bushka et al. April 6, 1993 374 79 TOWN OF NEWINGTON All the following described rights, privileges and easements situated in the Town of Newington, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (45) Ramblewood, Incorporated September 2, 1993 931 228 TOWN OF NEWTOWN All the following described rights, privileges and easements situated in the Town of Newtown, County of Fairfield and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (46) Russett Road Developers, Inc. June 15, 1993 471 39 (47) Kevin F. Braun et al. August 6, 1992 453 665 (48) Craig M. Berger January 30, 1991 428 104 TOWN OF NEWTOWN All the following described pieces or parcels of land with any improvements thereon situated in the Town of Newtown, County of Fairfield and State of Connecticut, viz: (49) A certain piece of parcel of land located in the Town of Newtown, County of Fairfield and State of Connecticut, containing 6.06 acres, acquired from Craig M. Berger, in deed dated January 30, 1991, recorded in Volume 428, Page 78 of the Newtown land records. TOWN OF PLAINFIELD All the following described rights, privileges and easements situated in the Town of Plainfield, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (50) Dow Road Associates, Inc. October 1, 1993 218 504 (51) Alice C. Ferrance October 14, 1993 218 548 TOWN OF PLAINVILLE All the following described rights, privileges and easements situated in the Town of Plainville, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (52) Brian J. Corriveau et al. June 17, 1993 301 636 (53) Stephen Martino et al. June 17, 1993 301 645 TOWN OF POMFRET All the following described rights, privileges and easements situated in the Town of Pomfret, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (54) The W. B. Lambot Lumber & November 20, 1986 62 278 Supply Co. (55) Burt-Fanning Salmon et al. November 20, 1986 62 282 (56) Richard G. Whipple November 20, 1986 62 280 TOWN OF PUTNAM All the following described rights, privileges and easements situated in the Town of Putnam, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (57) David E. Nichols August 31, 1993 250 158* *Inter alia - Thompson TOWN OF ROCKY HILL All the following described rights, privileges and easements situated in the Town of Rocky Hill, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (58) Brookwood Village Condominium August 31, 1993 269 971 Association, Inc. TOWN OF SIMSBURY All the following described rights, privileges and easements situated in the Town of Simsbury, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (59) S. J. Fish & Sons, Incorporated July 12, 1993 414 247 (60) Patrick V. McCue et al. August 2, 1993 415 92 TOWN OF SOUTHINGTON All the following described rights, privileges and easements situated in the Town of Southington, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (61) Xhemali Fazo April 12, 1993 563 875 (62) The Robert L. Jacks and Ted J.April 14, 1993 563 879 Crew Partnership (63) National Auto/Truckstops, Inc.April 22, 1993 563 885 (64) John E. Valentine August 18, 1993 573 739 TOWN OF SOUTH WINDSOR All the following described rights, privileges and easements situated in the Town of South Windsor, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (65) Downeast Associates Limited August 20, 1993 738 21* Partnership (66) R. Squared, Inc. September 22, 1993 747 86 *Inter alia - Manchester TOWN OF SPRAGUE All the following described rights, privileges and easements situated in the Town of Sprague, County of New London and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (67) Gail L. Whitney et al. August 3, 1993 47 619 TOWN OF STAFFORD All the following described rights, privileges and easements situated in the Town of Stafford, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (68) Glenville Development April 14, 1987 238 248 Corporation (69) Condevco, Inc. December 20, 1983 204 477 TOWN OF STERLING All the following described rights, privileges and easements situated in the Town of Sterling, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (70) Charles T. Camp et al. November 6, 1986 52 210 TOWN OF THOMPSON All the following described rights, privileges and easements situated in the Town of Thompson, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (71) David E. Nichols August 31, 1993 303 340* *Inter alia - Putnam TOWN OF TOLLAND All the following described rights, privileges and easements situated in the Town of Tolland, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (72) Lee & Lamont Realty June 18, 1993 457 3 (73) Thomas E. Sayers et al. July 26, 1993 459 275 (74) Joseph Mihaliak July 23, 1981 204 122 (75) FRI Land Equities, Inc. January 28, 1987 294 28 (76) Vincent A. Vivenzio et al. September 27, 1993 467 356 (77) Brian M. Furbish et al. September 24, 1993 467 358 TOWN OF TORRINGTON All the following described rights, privileges and easements situated in the Town of Torrington, County of Litchfield and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (78) Stanley M. Lessler, Trustee June 25, 1993 577 1039 TOWN OF UNION All the following described rights, privileges and easements situated in the Town of Union, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (79) Joseph P. Pikul et al. August 31, 1993 36 575* *Inter alia - Woodstock TOWN OF VERNON All the following described rights, privileges and easements situated in the Town of Vernon, County of Tolland and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (80) Anita Jane Giuletti et al. May 6, 1993 931 251 (81) Courtside Associates, Inc. June 21, 1983 461 17 (82) The Madrid Corporation May 10, 1985 528 96 (83) Samuel P. Belsito, Jr. et al. October 30, 1986 597 347 (84) 155 West Main Street January 28, 1987 614 43 Associates Limited Partnership TOWN OF WASHINGTON All the following described pieces or parcels of land with any improvements thereon situated in the Town of Washington, County of Litchfield and State of Connecticut, viz: (85) A certain piece or parcel of land with buildings thereon, located in the Town of Washington, County of Litchfield and State of Connecticut, containing 3.00 acres more or less, acquired from Edward R. Lerner and Leila Lerner, in deed dated April 30, 1993, recorded in Volume 122, Page 1059 of the Washington land records. TOWN OF WATERBURY All the following described rights, privileges and easements situated in the Town of Waterbury, County of New Haven and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (86) Peter Carmody et al. April 15, 1993 2969 192 TOWN OF WETHERSFIELD All the following described rights, privileges and easements situated in the Town of Wethersfield, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (87) Drisdelle Builders, Inc. July 16, 1993 551 641 (88) Mark O'Connor et al. June 24, 1993 557 73 TOWN OF WINDHAM All the following described rights, privileges and easements situated in the Town of Windham, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (89) Wal-Mart Stores, Inc. February 18, 1993 420 262 TOWN OF WINDSOR All the following described rights, privileges and easements situated in the Town of Windsor, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (90) Joseph Misky, Jr. June 22, 1993 949 177 (91) The Estate of Benjamin D. July 15, 1992 929 288 Sasportas (92) T & M Building Company, Inc. February 16, 1993 929 230 (93) Culbro Homes II, Inc. July 16, 1993 963 295 TOWN OF WINDSOR LOCKS All the following described rights, privileges and easements situated in the Town of Windsor Locks, County of Hartford and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (94) Cortland Group, Inc. July 1, 1993 215 882 (95) Henry L. Graziani et al. July 31, 1992 217 488 (96) Sales Development Company June 6, 1993 217 491 (97) Jacqueline F. Smith May 21, 1993 217 494 (98) Susan M. Montemerlo September 16, 1993 217 496 TOWN OF WOODBURY All the following described rights, privileges and easements situated in the Town of Woodbury, County of Litchfield and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (99) Mark K. Zielke August 23, 1993 196 404 TOWN OF WOODSTOCK All the following described rights, privileges and easements situated in the Town of Woodstock, County of Windham and State of Connecticut, more particularly described in the following deeds, viz: Recorded Grantor Date of Instrument Volume Page (100) Philip L. Corrow May 14, 1987 168 37 (101) Alexander J. Parrow et al. August 24, 1990 204 199 (102) Kim Staveski Mack et al. June 28, 1989 193 196 (103) Woodstock Building Associates August 27, 1993 237 352 (104) Thomas P. Laskey July 20, 1993 236 483 (105) Joseph P. Pikul et al. August 31, 1993 237 363* (106) Henry L. Bugden et al August 31, 1993 237 365 (107) Lawrence O'Neill et al. December 14, 1990 236 212 *Inter alia - Union