Exhibit 4.2.16
SUPPLEMENTAL INDENTURE
Dated as of February 1, 1994
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
1994 Series B Bonds, Due February 1, 2004
THE CONNECTICUT LIGHT AND POWER COMPANY
Supplemental Indenture, Dated as of February 1, 1994
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 B
SECTION 1.01. Designation; Amount. . . . . . . . . . . . . . . . . . . . 3
SECTION 1.02. Form of Bonds of Series B. . . . . . . . . . . . . . . . . 3
SECTION 1.03. Provisions of Bonds of Series B; Interest Accrual. . . . . 3
SECTION 1.04. Transfer and Exchange of Bonds of Series B . . . . . . . . 4
SECTION 1.05. Sinking and Improvement Fund . . . . . . . . . . . . . . . 4
ARTICLE 2.
REDEMPTION OF BONDS OF SERIES B. . . . . . . . . . 4
ARTICLE 3.
MISCELLANEOUS
SECTION 3.01. Benefits of Supplemental Indenture and
Bonds of Series B . . . . . . . . . . . . . . . . . . . . 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 B, Form of
Trustee's Certificate. . . . . . . . . . . . . . . . . . . . . . . . . 7
SCHEDULE B - Property Subject to the Lien of the Mortgage. . . . . . . .12
SUPPLEMENTAL INDENTURE, dated as of the first day of February, 1994,
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 sixty 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, July 1, 1993,
December 1, 1993 and February 1, 1994 (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 $1,235,000,000 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 6-1/8% Bonds, 1994 Series B" (hereinafter generally
referred to as the "bonds of Series B"), 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 forty million dollars
($140,000,000) in aggregate principal amount of bonds of Series B 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 B
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 B, 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 B 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 B
SECTION 1.01. Designation; Amount. The bonds of Series B shall be
designated "First and Refunding Mortgage 6-1/8% Bonds, 1994 Series B" and,
subject to Section 2.08 of the Mortgage Indenture, shall not exceed one
hundred and forty million dollars ($140,000,000) in aggregate principal
amount at any one time outstanding. The initial issue of the bonds of
Series B may be effected upon compliance with the applicable provisions of
the Mortgage Indenture.
SECTION 1.02. Form of Bonds of Series B. The bonds of Series B 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 B 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 B; Interest Accrual. The
bonds of Series B shall mature on February 1, 2004 and shall bear interest,
payable semiannually on the first days of February and August of each year,
commencing August 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 B, 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 B 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 B shall be dated as of February 1, 1994 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 B, or if the date of
authentication thereof is prior to July 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 B 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 B 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., February 1 or August 1) shall mean the January 15
or July 15, as the case may be, next preceding such interest payment date,
or if such January 15 or July 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 B. The bonds
of Series B 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 B 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 B or for
the exchange of any bonds of Series B for such bonds of other authorized
denominations.
SECTION 1.05. Sinking and Improvement Fund. Each holder of a bond of
Series B, 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 B.
The bonds of Series B are not subject to redemption at the option of
the Company prior to February 1, 1999. Thereafter, the bonds of Series B
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 B 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 B 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
B. Nothing in this Supplemental Indenture, or in the bonds of Series B,
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/ Tracy A. DeCredico
/s/ Shelly O. Peters
BANKERS TRUST COMPANY
Attest:
/s/ Lisa Morrone By /s/ Robert Caporale
M. Lisa Morrone Robert Caporale
Assistant Treasurer Vice President
(SEAL) Signed, sealed and delivered
in the presence of:
/s/ Dennis Mitchell
Denise Mitchell
/s/ Michael Weber
Michael Weber
STATE OF CONNECTICUT )
) SS.: BERLIN
COUNTY OF HARTFORD )
On this 4th day of February 1994, before me, Maureen J. Rothwell, 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/ Maureen Rothwell
Maureen J. Rothwell
Notary Public
My commission expires May 31, 1996
(SEAL)
STATE OF NEW YORK )
) SS.: NEW YORK
COUNTY OF NEW YORK )
On this 3rd day of February, 1994, before me, John Florio, the
undersigned officer, personally appeared Robert Caporale 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/ John Florio
John Florio
Notary Public, State of New York
No. 01FL5021631
Qualified in New York County
My Commission Expires December 20, 1995
(SEAL)
SCHEDULE A
[FORM OF BONDS OF SERIES B]
No. $
THE CONNECTICUT LIGHT AND POWER COMPANY
Incorporated under the Laws of the State of Connecticut
FIRST AND REFUNDING MORTGAGE 6-1/8% BOND, 1994 SERIES B
PRINCIPAL DUE FEBRUARY 1, 2004
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 February, 2004 and to pay interest
on said sum, semiannually on the first days of February and August in each
year, commencing August 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 July 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 January 15 or
July 15, as the case may be, next preceding the interest payment date, or,
if such January 15 or July 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 February 1, 1994.
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 6-1/8% BOND, 1994 SERIES B
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 forty million dollars
($140,000,000), consisting only of registered bonds without coupons and
designated "First and Refunding Mortgage 6-1/8% Bonds, 1994 Series B," 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 sixty-one 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, December 1, 1993, February 1, 1994 and February 1, 1994 (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
purposed 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.
Transfer 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 nominees
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 but 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 holder 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 February 1, 1999. 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 January amount called) amount called)
2000 101.68% 100.00%
2001 101.12 100.00
2002 100.56 100.00
2003 100.00 100.00
2004 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 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.
SCHEDULE B
PROPERTY SUBJECT TO THE LIEN OF THE MORTGAGE
IN CONNECTICUT
TOWN OF ASHFORD
All of 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
(1) C & M Developers November 8, 1993 103 32
(2) Crossen Builders, Inc. November 8, 1993 103 29
TOWN OF BRISTOL
All of 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
(3) Hart Street Development September 22, 1993 1103 617
Group, Inc.
TOWN OF BROOKLYN
All of the following described rights, privileges and easements
situated in the Town of Brooklyn, County of Windham and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(4) Edward B. Ross et al. November 10, 1993 145 11
TOWN OF CHAPLIN
All of 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
(5) Paul V. Carlson December 2, 1993 57 256
TOWN OF CHESHIRE
All of 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
(6) The Ginger Group November 17, 1993 1018 222
(7) Anderson-Wilcox, Inc. May 6, 1993 976 25
(8) James B. Sweeney May 4, 1993 976 27
TOWN OF CLINTON
All of the following described rights, privileges and easements
situated in the Town of Clinton, County of Middlesex and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(9) Moran Builders, Inc. October 13, 1993 226 1034
TOWN OF EAST GRANBY
All of the following described rights, privileges and easements
situated in the Town of East Granby, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(10) Deer Run Corporation July 30, 1993 101 646
(11) Halmar, Incorporated November 17, 1993 102 39
(12) William H. Wilson November 11, 1993 102 156
TOWN OF EAST HARTFORD
All of the following described rights, privileges and easements
situated in the Town of East Hartford, County of Hartford and State of
Connecticut, more particularly described in the following deeds, viz:
Recorded
Grantor Date of Instrument Volume Page
(13) Sally Realty Inc. et al. September 29, 1993 1476 206
TOWN OF FARMINGTON
All of 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
(14) The Town of Farmington November 17, 1993 471 1018
TOWN OF LEBANON
All of 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
(15) Robert G. Avery et al. November 1, 1993 155 614
(16) Joyce N. Hoek November 8, 1993 155 616
(17) Alexander P. McDonnell et al. October 30, 1993 155 619
TOWN OF MANCHESTER
All of 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
(18) Rail Line Associates April 13, 1993 1590 83
(19) Manchester Crossroads I September 23, 1993 1643 205
Associates Limited
Partnership et al.
TOWN OF PLAINVILLE
All of 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
(20) R & C Construction, Inc. October 15, 1993 306 715
TOWN OF POMFRET
All of 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
(21) Raynham, Inc. October 21, 1993 110 93
TOWN OF SIMSBURY
All of 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
(22) Louis A. Sperandio et al. October 12, 1993 419 484
(23) C.G.R. Developers, Inc. October 25, 1993 420 927
TOWN OF SOUTH WINDSOR
All of 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
(24) Maple Leaf Construction, Inc. November 3, 1993 755 73
TOWN OF THOMPSON
All of 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
(25) Lemanda Corporation November 11, 1993 308 123
(26) David G. Mossy December 6, 1993 309 219
TOWN OF WINDSOR
All of 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
(27) Culbro Land Resources, Inc. October 11, 1993 969 335
(28) AP Property & Standard October 18, 1993 969 337
Exchange, Inc.
TOWN OF WOODSTOCK
All of 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
(29) Nelson E. Douglas et al. July 7, 1993 239 366